UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
51job, Inc.
| (Name of Issuer) |
Common Shares, par value U.S. $0.0001 per share,
including American Depositary Shares representing Common Shares
| (Title of Class of Securities) |
316827104
| (CUSIP Number) |
RECRUIT CO., LTD.
GranTokyo SOUTH TOWER
1-9-2 Marunouchi, Chiyoda-ku
Tokyo 100-6640 Japan
Telephone: 81-3-6835-8579
Facsimile: 81-3-6834-8835
Attention: Naoki Inoue
With a copy to:
Morgan Lewis and Bockius LLP
101 Park Avenue
New York, New York 10178
Telephone: (212) 309-6000
Facsimile: (212) 309-6001
Attention: Bradley K. Edmister
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
March 13, 2012
| (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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
| * | 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).
| CUSIP No. 316827104 |
| 1. | Names of Reporting Persons.
RECRUIT CO., LTD. |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨ |
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| 3. | SEC Use Only
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| 4. | Source of Funds*
WC |
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| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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¨ | ||
| 6. | Citizenship or Place of Organization
Japan |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. Sole Voting Power
23,385,231 common shares | |
| 8. Shared Voting Power
0 | ||
| 9. Sole Dispositive Power
23,385,231 common shares | ||
| 10. Shared Dispositive Power
0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
23,385,231 common shares |
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| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11)
41.0% |
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| 14. | Type of Reporting Person
CO |
This Amendment No. 7 amends the Schedule 13D filed with the Securities and Exchange Commission on April 21, 2006, as amended. Unless otherwise stated herein, the Schedule 13D remains in full force and effect. Terms used herein and not otherwise defined herein shall have the meaning ascribed thereto in the Schedule 13D.
| Item 2. | Identity and Background. |
Item 2(b) is hereby amended and restated as follows:
| (b) | The address of the principal office and principal business of the Reporting Person is GranTokyo SOUTH TOWER, 1-9-2 Marunouchi, Chiyoda-ku, Tokyo 100-6640, Japan. |
Schedule 1 referenced in Item 2 is hereby amended and restated as Schedule 1 attached hereto.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated as follows:
The information in Item 4 of the Schedule 13D filed with the Securities and Exchange Commission on July 1, 2009 is incorporated herein by reference.
On April 18, 2006, the Reporting Person consummated the purchase of 8,452,918 shares of the Company from certain shareholders of the Company for a total consideration of $109,887,934.
On June 22, 2006, the Reporting Person consummated the purchase of 1,042,501 shares of the Company from a shareholder of the Company for total consideration of $16,429,815.76.
On December 20, 2006, the Reporting Person consummated the purchase of 650,088 shares of the Company from a shareholder of the Company, for total consideration of $8,451,144.00.
On April 10, 2007, the Reporting Person consummated the purchase of 1,169,692 shares of the Company from certain shareholders of the Company for a total consideration of $15,205,996.
On April 14, 2008, the Reporting Person consummated the purchase of 1,000,000 shares of the Company from a shareholder of the Company for a total consideration of $13,000,000.
On June 23, 2008, the Reporting Person consummated the purchase of 200,000 shares of the Company from a shareholder of the Company, for a total consideration of $2,600,000.
On September 25, 2008, the Reporting Person consummated the purchase of 9,754,329 shares of the Company from a shareholder of the Company, for a total consideration of $126,806,277.
On June 30, 2009, the Reporting Person consummated the purchase of 1,045,703 shares of the Company from a shareholder of the Company, for a total consideration of $5,228,515.
On March 13, 2012, pursuant to the SPA (as defined in Item 4 below), dated as of March 13, 2012, by and between the Reporting Person and Hiroyuki Honda (“Mr. Honda”), the Reporting Person purchased 60,000 common shares, represented by 30,000 American Depositary Shares (“ADSs”), of the Company from Mr. Honda for a total consideration of JPY 135,413,904 ($1,638,600).
The purchase price for the common shares in each of the above was funded by the Reporting Person from working capital and general corporate funds.
| Item 4. | Purpose of Transaction |
Item 4 is hereby amended and supplemented as follows:
On March 8, 2012, Mr. Hiroyuki Honda (“Mr. Honda”), a director and executive officer of the Reporting Person and former director of the Company, exercised options to receive 60,000 common shares represented by ADSs of the Company. The options had been granted to Mr. Honda by the Company pursuant to the Company’s 2000 Stock Plan during the period in which he served as a director of the Company. Mr. Honda served as a director of the Company following his nomination by the Reporting Person pursuant to Section 7 of the stock purchase agreement entered into on April 5, 2006. On March 13, 2012, Mr. Honda entered into a Stock Purchase Agreement (the “SPA”) with the Reporting Person pursuant to which the Reporting Person purchased such 60,000 common shares represented by ADSs of the Company from Mr. Honda for a total consideration of JPY 135,413,904 ($1,638,600). The Reporting Person may from time to time seek to purchase common shares of the Company, or options to receive common shares of the Company, that its representatives on the Company’s board or its other directors, officers, employees or representatives may acquire from time to time through incentive or benefit plans of the Company or otherwise.
| Item 5. | Interest in Securities of the Issuer |
Sub-items (a) and (b) of Item 5 are hereby amended and restated as follows:
| (a) | Pursuant to the SPA, the Reporting Person has acquired 60,000 common shares of the Company, and currently owns an aggregate of 23,385,231 common shares of the Company (including shares represented by ADSs, 23,315,231 common shares acquired pursuant to the stock purchase agreement entered into on April 5, 2006 and 10,000 common shares owned prior to execution of the stock purchase agreement), which represents approximately 41.0% of the total common shares of the Company issued and outstanding as of December 31, 2011. |
| (b) | The Reporting Person possesses sole power to vote and to dispose of 23,385,231 common shares of the Company. |
| Item 7. | Material to Be Filed as Exhibits. |
| Exhibit No. |
Description of Document | |
| Exhibit 99.1 | Stock Purchase Agreement, dated April 5, 2006, by and among the Reporting Person and Sellers (previously filed) | |
| Exhibit 99.2 | Assignment Agreement, dated April 18, 2006, among the Reporting Person and Sellers (previously filed) | |
| Exhibit 99.3 | Stock Purchase Agreement, dated March 13, 2012, by and between the Reporting Person and Mr. Honda | |
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.
Dated: March 13, 2012
| RECRUIT CO., LTD. | ||
| By: | /s/ Hitoshi Motohara | |
| Name: Hitoshi Motohara | ||
| Title: Senior Managing Executive Officer | ||
Schedule 1
The following table sets forth the name and present principal occupation or employment, for each executive officer and director of RECRUIT CO., LTD. The business address of each such executive officer and director is c/o RECRUIT CO., LTD., GranTokyo SOUTH TOWER, 1-9-2 Marunouchi, Chiyoda-ku, Tokyo 100-6640, Japan. Each of the executive officers and directors of RECRUIT CO., LTD. listed below is a citizen of Japan.
RECRUIT CO., LTD.
| Name |
Present Principal Occupation or Employment | |
| Board of Directors | ||
| Hitoshi Kashiwaki | President and Representative Board Director | |
| Keiichi Sagawa | Board Director | |
| Koichi Nakamura | Board Director | |
| Hiroyuki Honda | Board Director | |
| Masumi Minegishi | Board Director | |
| Hitoshi Motohara | Board Director | |
| Koichi Shima | Standing Statutory Auditor | |
| Kunihiro Chujo | Statutory Auditor | |
| Naoto Nakamura | Statutory Auditor | |
| Executive Officers | ||
| Hitoshi Kashiwaki | President and CEO | |
| Koichi Nakamura | Executive Vice President | |
| Hiroyuki Honda | Senior Managing Executive Officer | |
| Masumi Minegishi | Senior Managing Executive Officer | |
| Hitoshi Motohara | Senior Managing Executive Officer | |
| Hideaki Kito | Senior Managing Executive Officer | |
| Shogo Ikeuchi | Executive Officer | |
| Toshio Oka | Executive Officer | |
| Shigeru Kusahara | Executive Officer | |
| Takashi Kuzuhara | Executive Officer | |
| Keiichi Sagawa | Executive Officer | |
| Atsunori Seguchi | Executive Officer | |
| Suguru Tomizuka | Executive Officer | |
| Tsuguhiro Nakagawa | Executive Officer | |
| Yukiko Nagashima | Executive Officer | |
| Akihito Fujiwara | Executive Officer | |
| Tomoyuki Mizutani | Executive Officer | |
| Mitsuru Murai | Executive Officer | |
| Hidefumi Mori | Executive Officer | |
| Masaki Yanagawa | Executive Officer | |
| Yukio Okubo | Professional Officer | |
| Hiroaki Ogata | Professional Officer | |
EXHIBIT INDEX
| Exhibit No. |
Description of Document | |
| Exhibit 99.1 | Stock Purchase Agreement, dated April 5, 2006, by and among the Reporting Person and Sellers (previously filed) | |
| Exhibit 99.2 | Assignment Agreement, dated April 18, 2006, among the Reporting Person and Sellers (previously filed) | |
| Exhibit 99.3 | Stock Purchase Agreement, dated March 13, 2012, by and between the Reporting Person and Mr. Honda | |
Exhibit 99.3
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of March 13, 2012 by and between RECRUIT CO., LTD., a Japanese corporation (the “Buyer”), and Hiroyuki Honda (“Seller”).
Background
WHEREAS, Seller owns 60,000 common shares represented by 30,000 American Depositary Shares of 51job, Inc., a Cayman Islands company (the “Company”), par value $0.0001 per share (the “Shares”);
WHEREAS, Buyer desires to purchase all of the Shares from Seller, and Seller desires to sell all of the Shares to Buyer, upon the terms and subject to the conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the foregoing premises and the respective representations, warranties and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, each intending to be legally bound hereby, do agree as follows:
Terms and Conditions
Purchase of the Shares. Upon the terms and subject to the conditions set forth in this Agreement, Seller hereby sells the Shares to Buyer, and Buyer hereby purchases the Shares from Seller, for the aggregate amount of JPY135,413,904 (the “Purchase Price”). The payment of the Purchase Price and the delivery of the shares and all other documents and instruments necessary to vest in Buyer all of Seller’s right, title and interest in and to the Shares, free and clear of all liens, security interests, pledges, claims, encumbrances, subscriptions, options, warrants, calls, proxies, commitments and agreements of any kind, shall take place in the manner and on a day mutually agreed by the parties hereto.
Representations and Warranties of the Buyer. Buyer represents and warrants to Seller as follows:
(a) Organization and Existence. Buyer is a corporation duly organized and validly existing under the laws of Japan.
(b) Authorization. This Agreement has been duly authorized by all necessary action on the part of Buyer. Buyer has duly executed and delivered this Agreement. This Agreement constitutes the legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with the terms hereof.
(c) Securities Laws. The Shares sold to Buyer pursuant to this Agreement are being acquired for investment purposes and not with a view to the resale or distribution of any part thereof in violation of applicable securities laws. Buyer understands that the Shares are characterized as “restricted securities” under the U.S. federal securities laws and that under such laws and applicable regulations such securities may be resold without registration under the U.S. federal securities laws only in certain limited circumstances. Buyer shall not offer to sell, sell or otherwise dispose of the Shares acquired by it hereunder in violation of any of the registration requirements under the U.S. federal securities laws.
Representations and Warranties of Seller. Seller represents and warrants to Buyer as follows:
(a) Execution and Delivery. Seller has the full power and capacity to execute and deliver this Agreement. Seller has duly executed and delivered this Agreement. This Agreement constitutes the legal, valid and binding obligation of Seller in accordance with its terms.
(b) Ownership. Seller is the legal and beneficial owner of the Shares, free and clear of any claims, encumbrances or restrictions on transfer. There are no existing contracts, subscriptions, options, warrants, calls, agreements, understandings, commitments or rights of any kind, nature and description to purchase or otherwise acquire from Seller at any time, or upon the happening of any stated event, any of the Shares. There are no contracts, agreements or other understandings among any parties which affect or relate to the voting or giving of written consents with respect to any Shares. Seller has not granted any interests, liens, pledges, claims or encumbrances of any kind, nature and description to any third party in or to the Shares.
Amendment; Assignment; Binding Effect. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by the each of the parties hereto. No party hereto may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Buyer may assign this Agreement or any or all of its rights hereunder to any affiliate of Buyer. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and all their respective permitted, heirs, legal representatives, successors and assigns.
Notices. All notices made in connection this Agreement shall be in writing and shall be sufficient if personally delivered or sent by registered or certified mail, facsimile message, e-mail or express courier. Any notices shall be deemed given upon the earlier of the date when received at, or the third day after the date when sent by registered or certified mail or the day after the date sent by express courier or by facsimile to, the address or facsimile number set forth on the signature page hereto, unless such address or facsimile number is changed by notice to the other party hereto.
Entire Agreement; Severability. This Agreement sets forth the entire understanding between the parties hereto and supersedes all prior oral or written agreements between the parties hereto with respect to the subject matter hereof. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
2
Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of Japan. The Tokyo District Court of Japan shall have the exclusive jurisdiction in the first instance over any dispute regarding this Agreement.
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be binding as of the date first written above, and all of which shall constitute one and the same instrument. Each such counterpart shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.
[Signature Pages Follow]
3
[SIGNATURE PAGE FOR STOCK PURCHASE AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first written above.
| SELLER | ||
| By: |
/s/ Hiroyuki Honda | |
| Name: |
Hiroyuki Honda | |
| Address: |
Bay City Urayasu C-301, 1-4 Hinode, | |
| Urayasu-shi, Chiba, 279-0013, Japan | ||
| Fax: |
+81-3-6834-7240 | |
| BUYER | ||
| RECRUIT, CO. LTD. | ||
| By: |
/s/ Hitoshi Motohara | |
| Name: |
Hitoshi Motohara | |
| Title |
Senior Managing Executive Officer | |
| Address: |
Gran Tokyo South Tower | |
| 1-9-2 Marunouchi Chiyoda-ku Tokyo 100 6640 Japan | ||
| Fax: |
+81-3-6834-8835 | |