-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P1ngBhb6uHa1n6mi4LU404TDVC84wCcKx37gPkf6fj8P1RTaZy3tQSv5b8Wx/jHS HzY1Jai2lVKnV39FJFbr5A== /in/edgar/work/20000801/0000891092-00-000653/0000891092-00-000653.txt : 20000921 0000891092-00-000653.hdr.sgml : 20000921 ACCESSION NUMBER: 0000891092-00-000653 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000801 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEADHUNTER NET INC CENTRAL INDEX KEY: 0001065984 STANDARD INDUSTRIAL CLASSIFICATION: [7310 ] IRS NUMBER: 582403177 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-57125 FILM NUMBER: 683107 BUSINESS ADDRESS: STREET 1: 333 RESEARCH COURT STREET 2: STE 200 CITY: NORCROSS STATE: GA ZIP: 30092 BUSINESS PHONE: 7703009272 MAIL ADDRESS: STREET 1: 6410 ATLANTIC BLVD STREET 2: STE 160 CITY: NORCROSS STATE: GA ZIP: 30071 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OMNICOM GROUP INC CENTRAL INDEX KEY: 0000029989 STANDARD INDUSTRIAL CLASSIFICATION: [7311 ] IRS NUMBER: 131514814 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 437 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124153700 MAIL ADDRESS: STREET 1: 437 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: DOYLE DANE BERNBACH GROUP INC DATE OF NAME CHANGE: 19861117 FORMER COMPANY: FORMER CONFORMED NAME: DOYLE DANE BERNBACH INTERNATIONAL INC DATE OF NAME CHANGE: 19850604 FORMER COMPANY: FORMER CONFORMED NAME: DOYLE DANE BERNBACH INC DATE OF NAME CHANGE: 19781226 SC 13D 1 0001.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 HeadHunter.NET, Inc. -------------------- (Name of Issuer) Common Stock, par value $0.01 per share --------------------------------------- (Title of Class of Securities) 422077107 ------------ (CUSIP Number) Omnicom Group Inc. 437 Madison Avenue, 9th Floor New York, New York 10022 Attention: Robert A. Profusek, Executive Vice President (212) 415-3600 ---------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Jones, Day, Reavis & Pogue 599 Lexington Avenue New York, New York 10022 Attention: Thomas W. Bark, Esq. (212) 326-3939 July 19, 2000 ----------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the reporting 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(b)(3) or (4), check the following box. |_| (Page 1 of 15 Pages) - -------------------------------------------------------------------------------- CUSIP NO. 422077107 SCHEDULE 13D Page 2 of 15 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Omnicom Group Inc.; EIN# 13-1514814 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER None NUMBER OF ---------------------------------------------------------- SHARES 8 SHARED VOTING POWER 5,827,400 shares BENEFICIALLY ---------------------------------------------------------- OWNED BY EACH 9 SOLE DISPOSITIVE POWER None REPORTING ---------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 5,827,400 shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,827,400 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! (Page 2 of 15 Pages) - -------------------------------------------------------------------------------- CUSIP NO. 422077107 SCHEDULE 13D Page 3 of 15 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Bernard Hodes Group Inc.; EIN# 13-3043149 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER None NUMBER OF ---------------------------------------------------------- SHARES 8 SHARED VOTING POWER 5,827,400 shares BENEFICIALLY ---------------------------------------------------------- OWNED BY EACH 9 SOLE DISPOSITIVE POWER None REPORTING ---------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 5,827,400 shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,827,400 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! (Page 3 of 15 Pages) Item 1. Security and Issuer. This statement on Schedule 13D (this "Statement") relates to ownership of Common Shares ("Shares") of HeadHunter.NET, Inc. (the "Company"), which has its principal executive offices at 333 Research Court, Suite 200, Norcross, Georgia 30092. Item 2. Identity and Background. This Statement is filed by Omnicom Group Inc. ("Omnicom") and Bernard Hodes Group Inc. ("BHG"). Omnicom and BHG are collectively referred to herein as "Reporting Persons." BHG is an indirect wholly owned subsidiary of Omnicom. The address of the principal executive office of Omnicom is 437 Madison Avenue, New York, New York 10022. The address of the principal executive office of BHG is 555 Madison Avenue, New York, New York 10022. Omnicom, through its wholly and partially owned companies, provides corporate communications services to clients worldwide on a global, pan-regional, national and local basis. BHG is a leading recruitment advertising agency. Neither of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or 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. See Schedule I for information relating to the executive officers and directors of Omnicom and BHG. Item 3. Source and Amount of Funds or Other Consideration. On April 15, 2000, the Company entered into the Agreement and Plan of Merger with Omnicom, BHG, Career Mosaic Inc. ("CareerMosaic"), Resume Acquisition Corporation ("Merger Sub") and ITC Holding Company, Inc. ("ITC"), as amended by Amendment 1 to Agreement and Plan of Merger, dated June 16, 2000 (as amended, the "Merger Agreement"). A copy of the Merger Agreement was filed on June 19, 2000 by the Company with the Securities and Exchange Commission (the "SEC") as Exhibit 2.2 to the Company's Amendment No. 1 to Form S-4 (as amended, the "Form S-4") and is incorporated by reference herein as Exhibit 1 to this Statement. Pursuant to the Merger Agreement, among other transactions, CareerMosaic merged with Merger Sub (the "Merger") and the stockholders of CareerMosaic received 750 Shares in exchange for each share of CareerMosaic common stock held by them. The Merger was completed on July 19, 2000. (Page 4 of 15 Pages) Item 4. Purpose of Transaction. The responses to Items 2, 3, 5 and 6 of this Statement are incorporated herein by this reference. BHG beneficially owns 5,827,400 Shares. The 5,827,400 Shares beneficially owned by the Reporting Persons represent 31.6% of the outstanding Shares according to the Form S-4 plus the number of Shares issued to BHG and the other former CareerMosaic stockholders in the Merger. Under various agreements entered into with the Company in connection with the Merger (described in Item 6 of this Statement): (1) BHG was granted the right to representation on the Company's Board of Directors (the "Company Board"); (2) BHG has agreed to certain limitations on purchases of additional Shares and other transactions, including generally change-in-control transactions; (3) BHG has registration and other rights relating to sales of Shares; and (4) BHG or related entities and the Company have entered into various commercial relationships, including a loan agreement providing for borrowings by the Company of up to $10.0 million. Pursuant to the above-described agreements, Bernard S. Hodes, President and Chief Executive Officer of BHG, was elected to the Company Board in connection with the Merger. The Reporting Persons acquired the Shares to which this Statement relates as the result of the combination of their CareerMosaic subsidiary and the Company pursuant to the Merger. The Reporting Persons hold those Shares for investment. The Reporting Persons expect to periodically review their investment in the Company and reserve the right to change their plans and proposals and take such actions as they may determine to be appropriate as a result of such investment reviews or otherwise. Except as described herein, the Reporting Persons have no present plan or proposal to effect any transaction of a type required to be disclosed in Item 4 of SEC Schedule 13D. Item 5. Interest in Securities of the Issuer. The responses to Items 2, 3, 4 and 6 are incorporated herein by this reference. BHG is the sole record owner of the Shares to which this Statement relates and has the power to vote and dispose of those Shares. Omnicom has joined this Statement because BHG is Omnicom's wholly owned subsidiary. As such, Omnicom may be deemed to beneficially own the Shares owned by BHG. For a discussion of certain rights and restrictions to which BHG and Omnicom have agreed in connection with the Merger Agreement, see Item 6. (Page 5 of 15 Pages) Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Pursuant to the Merger Agreement, BHG and/or Omnicom entered into a number of other agreements with the Company and other persons, including a Shareholders' Agreement, a Registration Rights Agreement and a Credit Agreement, copies of which are filed as Exhibits 2, 4 and 5, respectively, to this Statement. The following description of these agreements is qualified in its entirety by reference to the full text of each such agreement. Shareholders' Agreement: At the effective time of the merger, the Company, Omnicom, BHG and ITC entered into a Shareholders' Agreement. The Shareholders' Agreement provides that until such time as ITC or Omnicom and BHG beneficially own less than the lower of (1) 10% of the voting power of all outstanding voting securities of the Company and (2) 50% of the voting power beneficially owned by such holder(s) at the effective time of the Merger, ITC and Omnicom/BHG will vote all outstanding voting securities (i) with respect to the election of the Company's directors, in favor of the persons named by ITC and BHG in accordance with the Shareholders' Agreement and the waiver, attached hereto as Exhibit 3 (the "Waiver"), (ii) on all proposals of any other shareholders of the Company, as recommended by the Company Board, and (iii) on all other matters which come before the shareholders of the Company, in such party's discretion up to 30% of the total voting power of the Company and with respect to any voting securities held in excess of such 30%, in proportion to how all other voting securities of the Company which are not held by such holder are voted. The Shareholders' Agreement further provides that for a period of five years after the effective time of the Merger, each of ITC and Omnicom/BHG will not (1) effect, participate or propose to effect or participate in any acquisition of any securities or assets of the Company, (2) effect, participate or propose to effect or participate in any tender or exchange offer or any merger or other business combination involving the Company, (3) effect, participate or propose to effect or participate in any recapitalization, restructuring, liquidation, dissolution or other similar transaction with respect to the Company, (4) effect, participate or propose to effect or participate in any solicitation of proxies or consents to vote any voting securities of the Company, (5) form, join or participate in a group, as defined under the Securities Exchange Act of 1934, (6) except by reason of an affiliate serving on the Company Board, act, alone or in concert with others, to seek to control or influence the management, the Company Board or policies of the Company, or (7) take any action which might force the Company to make a public announcement regarding, or enter into any discussions with any third party with respect to, any of the above matters. Despite these restrictions, each of ITC and Omnicom/BHG may make a confidential proposal to the Company Board with respect to any of the foregoing as long as the terms of the proposal are conditioned on the Company maintaining the confidentiality of the proposal. Registration Rights Agreement: At the effective time of the Merger, BHG, ITC and the Company entered into a Registration Rights Agreement. Under the Registration Rights Agreement, BHG will have registration rights regarding Shares received by BHG in the Merger which were not sold under the Form S-4 and ITC will have registration rights regarding Shares held by, or issuable upon exercise of options or warrants beneficially owned by, ITC at the effective time of the Merger. (Page 6 of 15 Pages) Following the first anniversary of the effective time of the Merger, BHG or ITC may demand, with customary exceptions, that the Company register the resale of all of such holder's registrable securities or at least a number of such shares which would result in an aggregate offering price of at least $5,000,000. The Company is obligated to effect up to five demand registrations for each of ITC and BHG and up to two demand registrations for any other holder of registrable securities who is entitled to demand registration rights under the Registration Rights Agreement. In addition, subject to specified exceptions, if the Company proposes to register any of its equity securities, the Company must provide notice of such proposed registration to any shareholder entitled to registration rights under the Registration Rights Agreement. Such shareholders will be permitted to include their registrable securities in such proposed registration, subject to customary underwriter cut-backs. The Company will pay all costs and expenses of any registration under the Registration Rights Agreement, except for underwriters' discounts and commissions. Credit Agreement: At the effective time of the Merger, the Company and Omnicom Finance Inc. ("Omnicom Finance"), a subsidiary of Omnicom, entered into a Credit Agreement under which Omnicom Finance will provide a revolving line of credit of up to $10,000,000 to the Company. The revolving line of credit will terminate and the outstanding principal and accrued but unpaid interest will become due and payable upon the earlier of (1) the first anniversary of the effective time of the Merger and (2) any public offering by the Company which results in gross cash proceeds to the Company of at least $30,000,000, except for public offerings to the Company's employees, directors and consultants or any business combination. Interest will accrue on outstanding principal borrowed by the Company under the Credit Agreement at a rate equal to the internal cost of capital for Omnicom as in effect from time to time and such interest is due and payable quarterly. The revolving line of credit is unsecured. During the term of the Credit Agreement, the Company must comply with specified covenants, including that the Company may not make capital expenditures in excess of $5,000,000 and must have consolidated revenues of at least (1) $7,150,000 for the quarter ending September 30, 2000, (2) $7,500,000 for the quarter ending December 31, 2000, (3) $7,900,000 for the quarter ending March 31, 2001, and (4) $8,300,000 for the quarter ending on June 30, 2001. Item 7. Material to be Filed as Exhibits. Exhibit 1: Merger Agreement, as amended (incorporated by reference to Exhibit 2.2 to HeadHunter.NET, Inc.'s Form S-4, as filed with the SEC on June 19, 2000). Exhibit 2: Shareholders' Agreement (incorporated by reference to Exhibit 99.4 to HeadHunter.NET, Inc.'s Form 8-K, as filed with the SEC on August 1, 2000). Exhibit 3: Waiver (filed herewith). (Page 7 of 15 Pages) Exhibit 4: Registration Rights Agreement (incorporated by reference to Exhibit 99.3 to HeadHunter.NET, Inc.'s Form 8-K, as filed with the SEC on August 1, 2000). Exhibit 5: Credit Agreement (incorporated by reference to Exhibit 99.5 to HeadHunter.NET, Inc.'s Form 8-K, as filed with the SEC on August 1, 2000). Exhibit 6: Agreement Among Filing Parties (filed herewith). (Page 8 of 15 Pages) SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct, and agree that this Statement may be filed collectively on behalf of each of the undersigned by Omnicom Group Inc. and Bernard Hodes Group Inc. Date: July 31, 2000 OMNICOM GROUP INC. By: /s/ ROBERT A. PROFUSEK --------------------------- Name: Robert A. Profusek Title: Executive Vice President BERNARD HODES GROUP INC. By: /s/ BARRY J. WAGNER --------------------------- Name: Barry J. Wagner Title: Secretary (Page 9 of 15 Pages) SCHEDULE 1 ---------- Omnicom Group Inc. - ------------------ Directors and Executive Officers of Omnicom ------------------------------------------- The following table sets forth the name, present principal occupation or employment of each director and executive officer of Omnicom. Unless otherwise indicated below, (1) the business address of each person is 437 Madison Avenue, New York, New York 10022, (2) each individual is a citizen of the United States of America, (3) during the last five years, none of such persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and (4) during the last five years, none of such persons was a party to a civil proceeding or a judicial or administrative proceeding 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. Directors are identified by an asterisk.
Name Present Principal Occupation or Employment ---- ------------------------------------------ Philip J. Angelastro Controller of Omnicom (1999-Present); Vice President of Finance, Diversified Agency Services (1997-1999); Partner, Coopers & Lybrand *Richard L. Beattie Partner, Simpson, Thatcher & Bartlett *Bernard Brochand President, International Division of the DDB Worldwide Communications Group Inc., a subsidiary of Omnicom (Citizen of France) *Robert J. Callander Executive-in-Residence, Columbia School of Business *James A. Cannon Vice Chairman and Chief Financial Officer of BBDO Worldwide Inc., a subsidiary of Omnicom *Leonard S. Coleman, Jr. Senior Advisor, Major League Baseball (1999-Present) *Bruce Crawford Chairman of Omnicom *Susan S. Denison Partner, The Cheyenne Group (1999-Present) *Peter Foy Corporate Director (Citizen of the United Kingdom) *Michael Greenlees President and CEO of TBWA Worldwide, a subsidiary of Omnicom (Citizen of the United Kingdom) *Thomas L. Harrison Chairman and Chief Executive Officer, Diversified Agency Services division of Omnicom (1998-Present) Dennis E. Hewitt Treasurer of Omnicom *John R. Murphy Vice Chairman, National Geographic Society (1998-Present) Robert A. Profusek Executive Vice President (May 2000-Present); Partner, Jones, Day, Reavis & Pogue
(Page 10 of 15 Pages)
Name Present Principal Occupation or Employment ---- ------------------------------------------ *John R. Purcell Chairman and Chief Executive Officer, Grenadier Associates Ltd. *Keith L. Reinhard Chairman and Chief Executive Officer of DDB Worldwide *Linda Johnson Rice President and Chief Operating Officer of Johnson Publishing Company, Inc. *Allen Rosenshine Chairman and Chief Executive Officer of BBDO Worldwide *Gary L. Roubos Chairman, Dover Corporation Barry J. Wagner General Counsel and Secretary of Omnicom (1995-Present); Assistant Secretary of Omnicom Randall J. Weisenburger Executive Vice President and Chief Financial Officer of Omnicom (1999-Present); President and Chief Executive Officer, Wasserstein Perella Management Partners *John D. Wren Chief Executive Officer (1997-Present) and President (1995-Present) of Omnicom; Chairman, Diversified Agency Services (1995-1997); Chief Executive Officer of same (1993-1995)
Bernard Hodes Group Inc. - ------------------------ Directors and Executive Officers of BHG --------------------------------------- The following table sets forth the name, present principal occupation or employment of each director and executive officer of BHG. Unless otherwise indicated below, (1) the business address of each person is 555 Madison Avenue, New York, New York 10022, (2) each individual is a citizen of the United States of America, (3) during the last five years, none of such persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and (4) during the last five years, none of such persons was a party to a civil proceeding or a judicial or administrative proceeding 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. Directors are identified by an asterisk.
Name Present Principal Occupation or Employment ---- ------------------------------------------ *Thomas L. Harrison Chairman and Chief Executive Officer, Diversified Agency Services division of Omnicom (1998-Present); President of same (1997-1998); Chairman, Diversified Healthcare Communications Group (1994-Present) *Bernard S. Hodes President and Chief Executive Officer of BHG *Alan V. Schwartz Executive Vice President, Chief Operating Officer and Chief Financial Officer of BHG *Barry J. Wagner Secretary of BHG; General Counsel and Secretary of Omnicom (1995-Present); Assistant Secretary of Omnicom *Thomas W. Watson Executive Vice President of Omnicom
(Page 11 of 15 Pages) EXHIBIT INDEX Exhibit 1: Merger Agreement, as amended (incorporated by reference to Exhibit 2.2 to HeadHunter.NET, Inc.'s Form S-4, as filed with the SEC on June 19, 2000). Exhibit 2: Shareholders' Agreement (incorporated by reference to Exhibit 99.4 to HeadHunter.NET, Inc.'s Form 8-K, as filed with the SEC on August 1, 2000). Exhibit 3: Waiver (filed herewith). Exhibit 4: Registration Rights Agreement (incorporated by reference to Exhibit 99.3 to HeadHunter.NET, Inc.'s Form 8-K, as filed with the SEC on August 1, 2000). Exhibit 5: Credit Agreement (incorporated by reference to Exhibit 99.5 to HeadHunter.NET, Inc.'s Form 8-K, as filed with the SEC on August 1, 2000). Exhibit 6: Agreement Among Filing Parties (filed herewith). (Page 12 of 15 Pages) EX-3 2 0002.txt WAIVER Exhibit 3 WAIVER Reference is made to (1) the Agreement and Plan of Merger by and among Omnicom Group Inc. ("Omnicom"), Bernard Hodes Group Inc. ("BHG"), Career Mosaic Inc., HeadHunter.NET, Inc. ("HHNT"), Resume Acquisition Corporation and ITC Holding Company, Inc. ("ITC") (as amended, the "Merger Agreement") and (2) the Shareholders' Agreement by and among HHNT, Omnicom, BHG and ITC (the "Shareholders Agreement"). BHG hereby irrevocably waives its right to designate (1) the individuals that it was entitled to designate to the HHNT Board of Directors pursuant to Sections 5.1(iii)(A) and 5.1(iii)(B) of the Merger Agreement and (2) one of the two directors that BHG is entitled to designate and thereafter replace pursuant to Section 3 of the Shareholders Agreement. As a result of the foregoing waivers, BHG will be entitled under the foregoing agreements to designate only one person for election to the HHNT Board of Directors. No other right of BHG under the Merger Agreement or the Shareholders Agreement is affected hereby and such agreements will remain in full force and effect in accordance with their respective terms. EXECUTED on this 31st day of July, 2000. OMNICOM GROUP INC. /s/ ROBERT A. PROFUSEK ------------------------ Robert A. Profusek, Executive Vice President BERNARD HODES GROUP INC. /s/ BARRY J. WAGNER ------------------------ Barry J. Wagner, Secretary (Page 13 of 15 Pages) EX-6 3 0003.txt AGREEMENT AMONG FILING PARTIES Exhibit 6 AGREEMENT AMONG FILING PARTIES THIS AGREEMENT is made and entered into on July 31, 2000, by and between Omnicom Group Inc. and Bernard Hodes Group Inc. (collectively referred to herein as the "Filing Parties"). WHEREAS, Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Act"), requires that, when a Schedule 13D is filed on behalf of more than one person, an agreement be executed and filed as an exhibit to the Schedule 13D reflecting that the Schedule 13D is being filed on behalf of all such persons; NOW THEREFORE, in consideration of the premises and the mutual promises stated herein, the Filing Parties hereby agree as follows: 1. Each Filing Party agrees that a single Schedule 13D (and any amendments thereto) will be filed jointly on behalf of all the Filing Parties with respect to the shares of capital stock of HeadHunter.NET, Inc., a Georgia corporation. 2. Each Filing Party acknowledges and agrees that, pursuant to Rule 13d-1(k)(1) under the Act, each Filing Party individually is (i) eligible to use the Schedule 13D and (ii) responsible for the timely filing of such Schedule 13D and any amendments thereto and for the completeness and accuracy of the information concerning such Filing Party contained in such Schedule 13D. None of the Filing Parties, however, will be responsible for the completeness or accuracy of information concerning any other Filing Party contained in such Schedule 13D, or any amendments thereto, unless such Filing Party knows or has reason to believe that such information is incomplete or inaccurate. 3. This agreement will not be assignable by any Filing Party. Any assignment in violation of the foregoing will be null and void. 4. This agreement will terminate upon the written notice of termination given by any Filing Party to the other Filing Parties. 5. This agreement may be executed in several counterparts, each of which will be deemed to be an original copy hereof. (Page 14 of 15 Pages) IN WITNESS WHEREOF, the undersigned hereby execute this Agreement Among Filing Parties as of the date or dates set forth below. Dated: July 31, 2000 OMNICOM GROUP INC. By: /s/ ROBERT A. PROFUSEK ------------------------------ Robert A. Profusek Executive Vice President BERNARD HODES GROUP INC. By: /s/ BARRY J. WAGNER ------------------------------ Barry J. Wagner Secretary (Page 15 of 15 Pages) -----END PRIVACY-ENHANCED MESSAGE-----