SC 13D: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on November 28, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
WEBHIRE, INC.
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(Name of issuer)
COMMON STOCK (PAR VALUE $.01 PER SHARE)
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(Title of class of securities)
94768W104
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(CUSIP Number)
PETER L. DUNN
KORN/FERRY INTERNATIONAL
1800 CENTURY PARK EAST, SUITE 900
LOS ANGELES, CALIFORNIA 90067
TELEPHONE: (310) 843-4100
(Name, address and telephone number of person
authorized to receive notices and communications)
Copy to:
STEVEN B. STOKDYK
SULLIVAN & CROMWELL
1888 CENTURY PARK EAST, 21st FLOOR
LOS ANGELES, CALIFORNIA 90067
TELEPHONE: (310) 712-6624
AUGUST 11, 2000
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
Page 2 of 6
Exhibit Index on Page 6
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (this "Statement") relates to the common stock,
par value $.01 per share ("Webhire Common Stock"), of Webhire, Inc., a Delaware
corporation ("Webhire"). The principal executive offices of Webhire are located
at 91 Hartwell Avenue, Lexington, Massachusetts 02421.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by Korn/Ferry International, a Delaware
corporation ("KFI"). The principal office of KFI is located at 1800 Century
Park East, Suite 900, Los Angeles, California 90067. KFI is an international
executive recruitment firm that provides executive recruitment services for
clients in search of middle to executive management personnel. KFI also
provides other technology-based services including services addressing the
college recruitment market.
The investment was made on August 11, 2000 and KFI has not made any transactions
in Webhire Common Stock since that date.
(a) - (c) and (f) The name, business address, present principal occupation
or employment, and the name, principal business and address of any
corporation or other organization in which such employment is conducted,
of each of the directors and executive officers of KFI is set forth in
Schedule I hereto, which is incorporated herein by reference. The
citizenship of each person listed in Schedule I is indicated thereon.
(d) - (e) During the last five years, neither KFI nor, to the knowledge of
KFI, any of the persons listed on Schedule I hereto (i) has been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or State securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
KFI used available working capital in the amount of $8,000,001.60 to make the
purchase of 3,404,256 shares of Webhire Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
The Webhire Common Stock purchased by KFI were purchased solely for investment.
(a) - (j) Other than as described herein, none of KFI, or to the best of
its knowledge, any person named in Schedule I attached hereto, has any
plan or proposals which relate to or would result in any of the
transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (c) As a result of KFI's purchase of Webhire Common Stock, KFI
beneficially owns and has the power to vote and dispose of 3,404,256
shares of Common Stock, representing approximately 15.9% of the
outstanding shares of the Common Stock of Webhire. The calculation of the
foregoing percentage is based on the number of shares of Webhire Common
Stock as outstanding as of July 5, 2000 plus the shares issued in the
transaction in which KFI was one of the purchasers of Webhire Common
Stock. There have been no transactions in Webhire Common Stock that have
been effected by KFI in the past sixty days.
(d) - (e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Pursuant to a stock purchase agreement, dated July 10, 2000 (the "Stock Purchase
Agreement"), among Webhire, KFI and other purchasers of Webhire Common Stock,
KFI is entitled to appoint one member of Webhire's board of directors. Under
the terms of the Stock Purchase Agreement, KFI has appointed Peter L. Dunn to
Webhire's board of directors. For so long as KFI owns at least 5% of Webhire's
outstanding Common Stock, KFI shall be entitled to nominate one director each
time the class of directors in which its representative serves is subject to
election.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Stock Purchase Agreement, dated July 10, 2000, among Webhire, Inc.,
Korn/Ferry International, SOFTBANK Capital Partners LP, GMN Investors II, L.P.,
Aventive International Fund and Bricoleur Partners II, L.P.
Page 3 of 6
Exhibit Index on Page 6
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: November 28, 2000
KORN/FERRY INTERNATIONAL
By: /s/ Elizabeth S.C.S. Murray
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Name: Elizabeth S.C.S. Murray
Title: Chief Financial Officer and
Executive Vice President
Page 4 of 6
Exhibit Index on Page 6
SCHEDULE 1
The name, business address and present principal occupation or
employment of each director and executive officer of KFI and the name and
address of their respective employers is set forth below. Unless otherwise
indicated, the name and business address of the employer of each director and
executive officer of KFI is: Korn/Ferry International, 1800 Century Park East,
Suite 900, Los Angeles, California 90067.
Page 5 of 6
Exhibit Index on Page 6
EXHIBIT INDEX
Exhibit
Exhibit 1. Stock Purchase Agreement, dated July 10, 2000, among Webhire, Inc.,
Korn/Ferry International, SOFTBANK Capital Parnters LP, GMN
Investors II, L.P., Aventine International Fund and Bricoleur
Partners II, L.P.
Page 6 of 6
Exhibit Index on Page 6