-----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, QQg5AFaXAH6MnozTURgPFf/EYrnrBJcoYzVRYzJVtAymM4I01avUuH1Whw+WikLR AcAtmICOJVOVoGxIkAfOAQ== 0000891020-99-001606.txt : 19990928 0000891020-99-001606.hdr.sgml : 19990928 ACCESSION NUMBER: 0000891020-99-001606 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990927 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WEBHIRE INC CENTRAL INDEX KEY: 0001013322 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 042935271 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-49449 FILM NUMBER: 99717502 BUSINESS ADDRESS: STREET 1: 91 HARTWELL AVE. STREET 2: ALLIED DRIVE CITY: LEXINGTON STATE: MA ZIP: 02421- BUSINESS PHONE: (781)-869-5000 MAIL ADDRESS: STREET 1: 3 STREET 2: ALLIED DRIVE CITY: DEDHAM STATE: MA ZIP: 02026 FORMER COMPANY: FORMER CONFORMED NAME: RESTRAC INC DATE OF NAME CHANGE: 19960501 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMAZON COM INC CENTRAL INDEX KEY: 0001018724 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 911646860 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1200 12TH AVENUE S SUITE 1200 CITY: SEATTLE STATE: WA ZIP: 98144 BUSINESS PHONE: 2062661000 MAIL ADDRESS: STREET 1: 1200 12TH AVENUE S SUITE 1200 CITY: SEATTLE STATE: WA ZIP: 98144 SC 13D/A 1 AMENDMENT NO.2 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (AMENDMENT NO. 2)(1) WEBHIRE, INC. ---------------- (Name of Issuer) COMMON STOCK ------------------------------ (Title of Class of Securities) 7612W 10 8 ------------------------------------- (CUSIP Number of Class of Securities) L. Michelle Wilson Scott L. Gelband Amazon.com, Inc. with a copy to: Perkins Coie LLP 1200 12th Avenue South, 1201 Third Avenue, 40th Floor Suite 1200 Seattle, Washington 98101 Seattle, WA 98144 (206) 583-8888 (206) 266-1000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 24, 1999 ------------------------------------------------------- (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 that 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(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 8 Pages) - ------------ (1) 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 ("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). 2 SCHEDULE 13D CUSIP No. 7612W 108 PAGE 2 OF 8 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Amazon.com, Inc. 91-1646860 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF ---------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ---------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- Page 2 of 8 3 ITEM 1. SECURITY AND ISSUER. This Amendment No. 2 to Schedule 13D relates to the common stock, $0.01 par value per share (the "Common Stock"), of Webhire, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 91 Hartwell Avenue, Lexington MA 02173. ITEM 2. IDENTITY AND BACKGROUND. This Amendment No. 2 to Schedule 13D is filed by Amazon.com, Inc., a Delaware corporation (the "Company"), whose principal business is the online retailing of books, music compact discs, videos, DVDs, computer games, toys, consumer electronics and other items, as well as providing auction services to its customers. The address of the Company's principal business office is 1200 12th Avenue South, Suite 1200, Seattle, Washington, 98144. The following provides certain information as to the directors and executive officers of the Company (where no business address is given, the address is that of the Company's principal executive and business offices stated in this Item 2): Directors: Name: Principal Occupation and Business Address Jeffrey P. Bezos Chairman of the Board and Chief Executive Officer of the Company Joseph Galli, Jr. President and Chief Operating Officer of the Company Tom A. Alberg Principal in Madrona Investment Group, L.L.C. Madrona Investment Partners 1000 Second Avenue, Suite 3700 Seattle, WA 98104 Scott D. Cook Chairman of the Executive Committee of the Board of Intuit, Inc. Intuit, Inc. 2535 Garcia Ave. Mountain View, CA 94043 L. John Doerr General Partner Kleiner Perkins Caufield & Byers 2750 Sand Hill Road Menlo Park, CA 94025 Patricia Q. Stonesifer President and Chairman of the Gates Library Foundation Gates Library Foundation P.O. Box 3189 Redmond, WA 98073
Page 3 of 8 4 Executive Officers: Name: Principal Occupation and Business Address(1) Jeffrey P. Bezos Chief Executive Officer and Chairman of the Board Joseph Galli, Jr. President and Chief Operating Officer Warren C. Jenson Senior Vice President and Chief Financial Officer Joy D. Covey Chief Strategy Officer John D. Risher Senior Vice President, Product Development Ram Shriram Vice President, Business Development Richard Dalzell Vice President and Chief Information Officer Jeffrey A. Wilke Vice President, General Manager of Operations Sheldon J. Kaphan Vice President and Chief Technology Officer Kelyn Brannon Vice President, Finance and Chief Accounting Officer
(1) The present principal occupation of all executive officers of the Company is with the Company. During the last five years, neither the Company nor to the best knowledge of the Company, any person named in this Item 2 has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he or she 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. Each person named in this Item 2 is a citizen of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. All shares of Common Stock held by the Company were issued to the Company by the Issuer as partial consideration for the sale of certain assets of the Company and the licensing of certain software and trademarks of the Company pursuant to an Asset Purchase Agreement dated as of November 18, 1998 (the "Purchase Agreement"). None of such consideration consisted of funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the shares of Common Stock. Page 4 of 8 5 ITEM 4. PURPOSE OF TRANSACTION On November 18, 1998 (the "Transaction Date"), the Company and the Issuer entered into the Purchase Agreement and an associated Software and Trademark License Agreement whereby the Company sold certain assets and licensed certain software and trademarks to the Issuer (the "Transaction"). All shares of Common Stock held by the Company were issued to the Company by the Issuer as partial consideration for the Transaction. (a) On July 19, 1999, the Company entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with Softbank Capital Partners LP, a Delaware limited partnership, and fund affiliates ("Softbank") pursuant to which Softbank agreed to purchase from the Company 1,670,273 shares of the Common Stock of the Issuer at a price per share of $6.43, such purchase and sale to be effected on the third business day following the date on which the waiting period under the Hart-Scott-Rodino Act applicable to the purchase of the Common Stock shall have expired or been terminated (the "Closing Date"). The transaction contemplated by the Stock Purchase Agreement was consummated on September 24, 1999. (b) The Company does not presently have any plans or proposals which would relate to or would result in an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries. (c) The Company does not presently have any plans or proposals which relate to or would result in a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries. (d) The Company does not presently have any plans or proposals which would relate to or would result in any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board. (e) The Company does not presently have any plans or proposals which would relate to or would result in any material change in the present capitalization or dividend policy of the Issuer. (f) The Company does not presently have any plans or proposals which relate to or would result in any other material change in the Issuer's business or corporate structure. (g) The Company does not presently have any plans or proposals which relate to or would result in changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person. (h) The Company does not presently have any plans or proposals which relate to or would result in a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association. (i) The Company does not presently have any plans or proposals which relate to or would result in a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended. Page 5 of 8 6 (j) The Company does not presently have any plans or proposals which relate to or would result in an action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of the date of this Amendment No. 2 to Schedule 13D, the Company no longer owns any shares of Common Stock of the Issuer. Neither the Company nor, to its knowledge, any of the other persons described in Item 2 above beneficially owns any outstanding shares of Common Stock of the Issuer. (b) Not applicable. (c) On July 19, 1999, the Company entered into the Stock Purchase Agreement with Softbank pursuant to which Softbank agreed to purchase from the Company 1,670,273 shares of the Common Stock of the Issuer at a price per share of $6.43, such purchase and sale to be effected on the Closing Date. The transaction contemplated by the Stock Purchase Agreement was consummated on September 24, 1999. (d) Not applicable. (e) As of September 24, 1999, the Company no longer beneficially owns any shares of the Issuer's Common Stock. Accordingly, this Amendment No. 2 to Schedule 13D constitutes the final amendment here to. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER On July 19, 1999, the Company entered into the Stock Purchase Agreement with Softbank pursuant to which Softbank agreed to purchase from the Company 1,670,273 shares of the Common Stock of the Issuer at a price per share of $6.43, such purchase and sale to be effected on the Closing Date. The transaction contemplated by the Stock Purchase Agreement was consummated on September 24, 1999. Pursuant to the terms of the Purchase Agreement, the Company had the right to require, on one occasion, the registration by the Issuer under the Securities Act of 1933, as amended, of some or all of the shares of Common Stock. This right was exercisable beginning two years after the Transaction Date and expiring seven years after the Transaction Date. The Company also had the right to have some or all of the shares of Common Stock beneficially owned by the Company included in a registration by the Issuer under the Securities Act of 1933, as amended, on all occasions where the registration was initiated by the Issuer. Page 6 of 8 7 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS A copy of the Stock Purchase Agreement was previously filed as an exhibit to Amendment No. 1 to Schedule 13D. Page 7 of 8 8 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 27, 1999 By: /s/ L. MICHELLE WILSON - ---------------------------------- ---------------------------------------------------- Date Signature L. Michelle Wilson Vice President, General Counsel and Secretary --------------------------------------------------- Name/Title
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