SEC Info - Moore Capital Management LLC, et al. - ‘SC 13D/A’ on 4/23/03 re: Headway Workforce Solutions, Inc

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Moore Capital Management LLC, et al. – ‘SC 13D/A’ on 4/23/03 re: Headway Workforce Solutions, Inc

On: Wednesday, 4/23/03, at 5:21pm ET · Accession #: 921530-3-256 · File #: 5-46038

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/23/03  Moore Capital Management LLC      SC 13D/A               1:17K  Headway Workforce Solutions, Inc  Akin Gump Strauss H… LLP
          Louis M. Bacon
          Moore Advisors, Ltd.
          Moore Capital Advisors, LLC
          Moore Macro Fund, L.P.

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial          11     42K 
                          Ownership -- headway_13da2-041403

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Identity and Background Interest in Securities of the Issuer
1	1st Page - Filing Submission
7	Item 2. Identity and Background
"	Item 5. Interest in Securities of the Issuer

SC 13D/A 1st Page of 11 TOC ↑Top Previous Next ↓Bottom Just 1st
 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

 Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 HEADWAY CORPORATE RESOURCES, INC.
 ---------------------------------
(Name of Issuer)

Common Stock, $.0001 Par Value
------------------------------
(Title of Class of Securities)

 422101105
 -----------------
(CUSIP Number)

 James E. Kaye, Esq.
Akin Gump Strauss Hauer & Feld LLP
590 Madison Avenue
New York, New York 10022
(212) 872-1000
 -------------------------------------------------
 (Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications)

April 14, 2003
 ---------------------------------
(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 ss.ss.240.13d-1(e),  240.13d-1(f) or 240.13d-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 ss.240.13d-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 ("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 page(s)
Page 1 of 11 Pages

SC 13D/A 2nd Page of 11 TOC 1st Previous Next ↓Bottom Just 2nd
SCHEDULE 13D

CUSIP No. 422101105                                           Page 2 of 11 Pages

1        Names of Reporting Persons                                             
I.R.S. Identification Nos. of above persons (entities only)   

MOORE CAPITAL MANAGEMENT, LLC               

2        Check the Appropriate Box If a Member of a Group (See Instructions)    
                 a.  [ ]
                 b.  [X]

3        SEC Use Only                                                           

4        Source of Funds (See Instructions)                                     

Not Applicable                              

5        Check Box If Disclosure of Legal Proceedings Is Required Pursuant to   
Items 2(d) or 2(e)                                            

[ ]                                         

6        Citizenship or Place of Organization                                   
New York                                    

7          Sole Voting Power
Number of                             0                                     
Common Shares                                                                   
Beneficially             8          Shared Voting Power                       
Owned By                              6,616,665                             
Each                                                                    
Reporting               9          Sole Dispositive Power                   
Person                              0                                   
With                                                                    
       10         Shared Dispositive Power
         6,616,665

11       Aggregate Amount Beneficially Owned by Each Reporting Person           

6,616,665                                   

12       Check Box If the Aggregate Amount in Row (11) Excludes Certain Common  
Shares (See Instructions)                                     

[  ]                                        

13       Percent of Class Represented By Amount in Row (11)                     

33.45%                                      

14       Type of Reporting Person (See Instructions)                            

OO, IA                                      

SC 13D/A 3rd Page of 11 TOC 1st Previous Next ↓Bottom Just 3rd
SCHEDULE 13D

CUSIP No. 422101105                                           Page 3 of 11 Pages

1        Names of Reporting Persons                                             
I.R.S. Identification Nos. of above persons (entities only)   

LOUIS M. BACON                              

2        Check the Appropriate Box If a Member of a Group (See Instructions)    
                 a.  [ ]
                 b.  [X]

3        SEC Use Only                                                           

4        Source of Funds (See Instructions)                                     

Not Applicable                              

5        Check Box If Disclosure of Legal Proceedings Is Required Pursuant to   
Items 2(d) or 2(e)                                            

[ ]                                         

6        Citizenship or Place of Organization                                   
United States                               

7          Sole Voting Power
Number of                             0                                     
Common Shares                                                                   
Beneficially             8          Shared Voting Power                       
Owned By                              6,616,665                             
Each                                                                    
Reporting               9          Sole Dispositive Power                   
Person                              0                                   
With                                                                    
       10         Shared Dispositive Power
         6,616,665

11       Aggregate Amount Beneficially Owned by Each Reporting Person           

6,616,665                                   

12       Check Box If the Aggregate Amount in Row (11) Excludes Certain Common  
Shares (See Instructions)                                     

[  ]                                        

13       Percent of Class Represented By Amount in Row (11)                     

33.45%                                      

14       Type of Reporting Person (See Instructions)                            

IA                                          

SC 13D/A 4th Page of 11 TOC 1st Previous Next ↓Bottom Just 4th
SCHEDULE 13D

CUSIP No. 422101105                                           Page 4 of 11 Pages

1        Names of Reporting Persons                                             
I.R.S. Identification Nos. of above persons (entities only)   

MOORE CAPITAL ADVISORS, LLC                 

2        Check the Appropriate Box If a Member of a Group (See Instructions)    
                 a.  [ ]
                 b.  [X]

3        SEC Use Only                                                           

4        Source of Funds (See Instructions)                                     

Not Applicable                              

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
Number of                             0                                     
Common Shares                                                                   
Beneficially             8          Shared Voting Power                       
Owned By                              6,616,665                             
Each                                                                    
Reporting               9          Sole Dispositive Power                   
Person                              0                                   
With                                                                    
       10         Shared Dispositive Power
         6,616,665

11       Aggregate Amount Beneficially Owned by Each Reporting Person           

6,616,665                                   

12       Check Box If the Aggregate Amount in Row (11) Excludes Certain Common  
Shares (See Instructions)                                     

[  ]                                        

13       Percent of Class Represented By Amount in Row (11)                     

33.45%                                      

14       Type of Reporting Person (See Instructions)                            

OO                                          

SC 13D/A 5th Page of 11 TOC 1st Previous Next ↓Bottom Just 5th
SCHEDULE 13D

CUSIP No. 422101105                                           Page 5 of 11 Pages

1        Names of Reporting Persons                                             
I.R.S. Identification Nos. of above persons (entities only)   

MOORE ADVISORS, LTD.                        

2        Check the Appropriate Box If a Member of a Group (See Instructions)    
                 a.  [ ]
                 b.  [X]

3        SEC Use Only                                                           

4        Source of Funds (See Instructions)                                     

Not Applicable                              

5        Check Box If Disclosure of Legal Proceedings Is Required Pursuant to   
Items 2(d) or 2(e)                                            

[ ]                                         

6        Citizenship or Place of Organization                                   
Bahamas                                     

7          Sole Voting Power
Number of                             0                                     
Common Shares                                                                   
Beneficially             8          Shared Voting Power                       
Owned By                              6,616,665                             
Each                                                                    
Reporting               9          Sole Dispositive Power                   
Person                              0                                   
With                                                                    
       10         Shared Dispositive Power
         6,616,665

11       Aggregate Amount Beneficially Owned by Each Reporting Person           

6,616,665                                   

12       Check Box If the Aggregate Amount in Row (11) Excludes Certain Common  
Shares (See Instructions)                                     

[  ]                                        

13       Percent of Class Represented By Amount in Row (11)                     

33.45%                                      

14       Type of Reporting Person (See Instructions)                            

CO                                          

SC 13D/A 6th Page of 11 TOC 1st Previous Next ↓Bottom Just 6th
SCHEDULE 13D

CUSIP No. 422101105                                           Page 6 of 11 Pages

1        Names of Reporting Persons                                             
I.R.S. Identification Nos. of above persons (entities only)   

MOORE MACRO FUND, L.P.                      

2        Check the Appropriate Box If a Member of a Group (See Instructions)    
                 a.  [ ]
                 b.  [X]

3        SEC Use Only                                                           

4        Source of Funds (See Instructions)                                     

Not Applicable                              

5        Check Box If Disclosure of Legal Proceedings Is Required Pursuant to   
Items 2(d) or 2(e)                                            

[ ]                                         

6        Citizenship or Place of Organization                                   
Bahamas                                     

7          Sole Voting Power
Number of                             0                                     
Common Shares                                                                   
Beneficially             8          Shared Voting Power                       
Owned By                              6,616,665                             
Each                                                                    
Reporting               9          Sole Dispositive Power                   
Person                              0                                   
With                                                                    
       10         Shared Dispositive Power
         6,616,665

11       Aggregate Amount Beneficially Owned by Each Reporting Person           

6,616,665                                   

12       Check Box If the Aggregate Amount in Row (11) Excludes Certain Common  
Shares (See Instructions)                                     

[  ]                                        

13       Percent of Class Represented By Amount in Row (11)                     

33.45%                                      

14       Type of Reporting Person (See Instructions)                            

PN                                          

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                                                              Page 7 of 11 Pages

          This  Amendment No. 2 to Schedule 13D relates to Common Stock,  $.0001
Par Value (the "Common  Shares"),  of Headway  Corporate  Resources,  Inc.  (the
"Issuer").  This Amendment No. 2 supplementally  amends the initial statement on
Schedule 13D,  dated April 24, 1998 and Amendment No. 1 thereto,  dated July 26,
2002 (together, the "Initial Statement"). Capitalized terms used but not defined
herein shall have the meanings  ascribed to them in the Initial  Statement.  The
Initial Statement is supplementally amended as follows.                         

Item 2.   Identity and Background.                                              

          This  Statement  is  being  filed  on  behalf  of  (1)  Moore  Capital
Management,  LLC., a New York limited  liability  company ("MCM"),  (2) Louis M.
Bacon ("Mr.  Bacon"),  a United States citizen,  in his capacity as (a) Chairman
and Chief  Executive  Officer and  director,  (b) Chairman  and Chief  Executive
Officer,  director  and  majority  interest  holder  in  each of  Moore  Capital
Advisors,  L.L.C.,  a  Delaware  limited  liability  company  ("MCA")  and Moore
Advisors, Ltd. a Bahamian corporation  ("Advisors"),  (3) MCA, (4) Advisors, and
(5) Moore Macro Fund, L.P., a Bahamian  limited  partnership  ("MMF").  MCM, Mr.
Bacon, MCA, Advisors,  and MMF are sometimes  collectively referred to herein as
the "Reporting Persons."                                                        

          MCM, a registered  commodity  trading advisor serves as  discretionary
investment  manager  to MMF and  Moore  Global  Investments,  Ltd.,  a  Bahamian
corporation ("MGI"). In such capacities,  MCM may be deemed the beneficial owner
of the Common  Shares held for the accounts of MMF and MGI. The Managing  Member
of MCM is Kendall Investments, LLC ("KI"), a Delaware limited liability company.
The majority  interest holder in KI is Mr. Bacon. MCA is a registered  commodity
trading  advisor and commodity pool operator.  MCA serves as general partner and
discretionary  investment  manager  to  Remington  Investment  Strategies,  L.P.
("RIS"),  a  U.S.  partnership.  In  such  capacities,  MCA  may be  deemed  the
beneficial owner of the Common Shares held for the account of RIS. MCA serves as
the co-general  partner of MMF along with Advisors.  The limited partners of MMF
are MGI and RIS.                                                                

          Effective  April 14,  2003,  all  Shares and other  securities  of the
Issuer held for the  accounts of MGI and RIS were  contributed  to MMF in return
for partnership interests of MMF.                                               

          This  Statement  relates  to  securities  of the  Issuer  held for the
accounts of MMF.                                                                

          Set forth in Annex A hereto and incorporated  herein by reference,  is
updated  information  concerning the identity and background of the officers and
directors of MCM, MCA and Advisors.                                             

Item 5.   Interest in Securities of the Issuer.                                 

          According  to the  Issuer's  Form 10-K filed with the  Securities  and
Exchange  Commission  on April  18,  2003,  as of March  31,  2003,  there  were
13,914,627 Shares outstanding.                                                  

          (a) Each of Mr. Bacon,  MCM,  MCA,  Advisors and MMF may be deemed the
beneficial owner of 6,616,665 Common Shares  (approximately  33.45% of the total
number  of Common  Shares  outstanding  assuming  the  conversion  of all of the
securities  held for the  accounts of MMF).  This number  consists of A) 750,000
Common  Shares  held for the  account of MMF,  and B)  5,866,665  Common  Shares
issuable  upon the  conversion  of 250  Series G  Preferred  Stock  held for the
account of MMF.                                                                 

          (b)  Each of Mr. Bacon,  MCM,  MCA,  Advisors and MMF may be deemed to
have the shared power to vote and the shared power to direct the  disposition of
the A) 750,000 Common Shares                                                    

SC 13D/A 8th Page of 11 TOC 1st Previous Next ↓Bottom Just 8th
                                                              Page 8 of 11 Pages

held for the account of MMF and B) 5,866,665  Common  Shares  issuable  upon the
conversion of the 250 shares of Series G Preferred Stock held for the account of
MMF.                                                                            

          (c) There have been no transactions  with respect to the Common Shares
since  February  22,  2003 (60 days  prior  to the  date  hereof)  by any of the
Reporting Persons.                                                              

          (d)  The partners of MMF, including MCA,  Advisors,  MGI and RIS, have
the right to participate in the receipt of dividends  from, or proceeds from the
sale of, the Shares held by MMF in accordance with their  partnership  interests
in MMF.                                                                         

(e)  Not Applicable.                                        

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                                                              Page 9 of 11 Pages

SIGNATURES

     After  reasonable  inquiry and to the best of my knowledge and belief,  the
undersigned  certifies that the information set forth in this Statement is true,
complete and correct.                                                           

Date:  April 23, 2003          LOUIS M. BACON                                   

            By:      /s/ Stephen R. Nelson
                                        ----------------------------------------
        Name     Stephen R. Nelson
       Title    Attorney-in-Fact

           MOORE CAPITAL MANAGEMENT, LLC

            By:      /s/ Stephen R. Nelson
                                        ----------------------------------------
        Name     Stephen R. Nelson
     Title    Vice President

         MOORE CAPITAL ADVISORS, LLC

            By:      /s/ Stephen R. Nelson
                                        ----------------------------------------
        Name     Stephen R. Nelson
     Title    Vice President

  MOORE ADVISORS, LTD.

            By:      /s/ Stephen R. Nelson
                                        ----------------------------------------
        Name     Stephen R. Nelson
Title    Director 

    MOORE MACRO FUND, L.P.

                    By:      Moore Capital Management, LLC
                      Its Investment Manager

            By:      /s/ Stephen R. Nelson
                                        ----------------------------------------
        Name     Stephen R. Nelson
     Title    Vice President

SC 13D/A 10th Page of 11 TOC 1st Previous Next ↓Bottom Just 10th
                                                             Page 10 of 11 Pages

 ANNEX A

 Officers and Directors of Moore Capital Management, LLC ("MCM")

Name/Citizenship        Principal Occupation        Business Address            
----------------        --------------------        ----------------            
Louis M. Bacon          Chairman & Chief            1251 Avenue of the Americas 
(United States)         Excutive Officer,           New York, New York 10020    
Director                        

M. Elaine Crocker       President and               1251 Avenue of the Americas 
(United States)         Director                    New York, New York 10020    

Lawrence Noe            Vice President              1251 Avenue of the Americas 
(United States)         (Director of Taxes)         New York, New York 10020    

Michael Melnick         Director                    1251 Avenue of the Americas 
(United States)                                     New York, New York 10020    

Christopher Pia         Director                    1251 Avenue of the Americas 
(United States)                                     New York, New York 10020    

Zack H. Bacon           Director                    1251 Avenue of the Americas 
(United States)                                     New York, New York 10020    

Richard Axilrod         Director                    1251 Avenue of the Americas 
(United States)                                     New York, New York 10020    

Kevin F. Shannon        Chief Financial             1251 Avenue of the Americas 
(United States)         Officer and                 New York, New York 10020    
Director                        

Stephen R. Nelson       Vice President &            1251 Avenue of the Americas 
(United States)         Secretary (General          New York, New York 10020    
Counsel) & Director             

 Officers and Directors of Moore Capital Advisors, LLC ("MCA")

Name/Citizenship        Principal Occupation        Business Address            
----------------        --------------------        ----------------            
Louis M. Bacon          Chairman & Chief            1251 Avenue of the Americas 
(United States)         Excutive Officer,           New York, New York 10020    
Director                        

M. Elaine Crocker       President and               1251 Avenue of the Americas 
(United States)         Director                    New York, New York 10020    

Lawrence Noe            Vice President              1251 Avenue of the Americas 
(United States)         (Director of Taxes)         New York, New York 10020    

Michael Melnick         Director                    1251 Avenue of the Americas 
(United States)                                     New York, New York 10020    

Christopher Pia         Director                    1251 Avenue of the Americas 
(United States)                                     New York, New York 10020    

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                                                             Page 11 of 11 Pages

Zack H. Bacon           Director                    1251 Avenue of the Americas 
(United States)                                     New York, New York 10020    

Richard Axilrod         Director                    1251 Avenue of the Americas 
(United States)                                     New York, New York 10020    

Kevin F. Shannon        Chief Financial             1251 Avenue of the Americas 
(United States)         Officer and                 New York, New York 10020    
Director                        

Stephen R. Nelson       Vice President &            1251 Avenue of the Americas 
(United States)         Secretary (General          New York, New York 10020    
Counsel) & Director             

 Officers and Directors of Moore Advisors, Ltd. ("Advisors")

Name/Citizenship        Principal Occupation        Business Address            
----------------        --------------------        ----------------            
Louis M. Bacon          Chairman & Chief            1251 Avenue of the Americas 
(United States)         Excutive Officer,           New York, New York 10020    
Director                        

M. Elaine Crocker       President and               1251 Avenue of the Americas 
(United States)         Director                    New York, New York 10020    

Lawrence Noe            Vice President              1251 Avenue of the Americas 
(United States)         (Director of Taxes)         New York, New York 10020    

Michael Melnick         Director                    1251 Avenue of the Americas 
(United States)                                     New York, New York 10020    

Christopher Pia         Director                    1251 Avenue of the Americas 
(United States)                                     New York, New York 10020    

Zack H. Bacon           Director                    1251 Avenue of the Americas 
(United States)                                     New York, New York 10020    

Richard Axilrod         Director                    1251 Avenue of the Americas 
(United States)                                     New York, New York 10020    

Kevin F. Shannon        Chief Financial             1251 Avenue of the Americas 
(United States)         Officer and                 New York, New York 10020    
Director                        

Stephen R. Nelson       Vice President &            1251 Avenue of the Americas 
(United States)         Secretary (General          New York, New York 10020    
Counsel) & Director             

To the best of the Reporting Persons' knowledge:                      

(a)      None of the above persons hold any Shares.                   

(b)      None of the above persons has any contracts, arrangements,   
       understandings or relationships with respect to the Shares.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D/A’ Filing	Date	First	Last	Other Filings

Filed on:	4/23/03	9
	4/18/03	7		10-K
	4/14/03	1	7
	3/31/03	7		10-Q, 13F-HR/A, NT 10-K
	2/22/03	8
	7/26/02	7		SC 13D/A
	4/24/98	7		SC 13D
				List all Filings

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Filing Submission 0000921530-03-000256 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Moore Capital Management LLC, et al. – ‘SC 13D/A’ on 4/23/03 re: Headway Workforce Solutions, Inc

On: Wednesday, 4/23/03, at 5:21pm ET · Accession #: 921530-3-256 · File #: 5-46038

Previous ‘SC 13D’: ‘SC 13D/A’ on 7/26/02 · Next & Latest: ‘SC 13D/A’ on 1/28/04

Amendment to General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents