SEC Info - Korn Ferry International - ‘SC 13D’ on 11/28/00 re: Webhire Inc

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Korn Ferry International – ‘SC 13D’ on 11/28/00 re: Webhire Inc

On: Tuesday, 11/28/00, at 4:36pm ET · Accession #: 944209-0-1789 · File #: 5-49449

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

11/28/00  Korn Ferry International          SC 13D                 2:54K  Webhire Inc                       RR Donelley Financial/FA

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

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              6     27K 
 2: EX-1        Stock Purchase Agreement                              15     61K

SC 13D — General Statement of Beneficial Ownership
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Identity and Background Interest in Securities of the Issuer Material to Be Filed as Exhibits Purpose of Transaction Security and Issuer Source and Amount of Funds or Other Consideration
1	1st Page - Filing Submission
3	Item 1. Security and Issuer
"	Item 2. Identity and Background
"	Item 3. Source and Amount of Funds or Other Consideration
"	Item 4. Purpose of Transaction
"	Item 5. Interest in Securities of the Issuer
"	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
"	Item 7. Material to Be Filed as Exhibits

SC 13D 1st Page of 6 TOC ↑Top Previous Next ↓Bottom Just 1st
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

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

WEBHIRE, INC.
-------------
(Name of issuer)

COMMON STOCK (PAR VALUE $.01 PER SHARE)
----------------------------------------
(Title of class of securities)

94768W104
---------
(CUSIP Number)

PETER L. DUNN
KORN/FERRY INTERNATIONAL
1800 CENTURY PARK EAST, SUITE 900
LOS ANGELES, CALIFORNIA 90067
TELEPHONE: (310) 843-4100
(Name, address and telephone number of person
authorized to receive notices and communications)

Copy to:
STEVEN B. STOKDYK
SULLIVAN & CROMWELL
1888 CENTURY PARK EAST, 21st FLOOR
LOS ANGELES, CALIFORNIA 90067
TELEPHONE: (310) 712-6624

AUGUST 11, 2000
---------------
(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: [ ]

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).

(Continued on following pages)

SC 13D 2nd Page of 6 TOC 1st Previous Next ↓Bottom Just 2nd
[Download Table]

CUSIP NO. 94768W104
--------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Name: Korn/Ferry International; IRS Identification No. 95-2623879
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [ ] (b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY

--------------------------------------------------------------------------------
4. SOURCE OF FUNDS

WC
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER 3,404,256
SHARES
BENEFICIALLY 8. SHARED VOTING POWER None
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 3,404,256
REPORTING
PERSON
WITH 10. SHARED DISPOSITIVE POWER None
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,404,256
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]

--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

15.9% (Based on a total of 21,422,134 shares outstanding comprised of 14,613,622
shares outstanding on July 5, 2000 plus 6,808,512 shares issued in the
transaction in which KFI was one of the purchasers of Webhire Common Stock.)
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*

CO
--------------------------------------------------------------------------------

Page 2 of 6
Exhibit Index on Page 6

SC 13D 3rd Page of 6 TOC 1st Previous Next ↓Bottom Just 3rd
ITEM 1. SECURITY AND ISSUER.

This Statement on Schedule 13D (this "Statement") relates to the common stock,
par value $.01 per share ("Webhire Common Stock"), of Webhire, Inc., a Delaware
corporation ("Webhire"). The principal executive offices of Webhire are located
at 91 Hartwell Avenue, Lexington, Massachusetts 02421.

ITEM 2. IDENTITY AND BACKGROUND.

This Statement is being filed by Korn/Ferry International, a Delaware
corporation ("KFI"). The principal office of KFI is located at 1800 Century
Park East, Suite 900, Los Angeles, California 90067. KFI is an international
executive recruitment firm that provides executive recruitment services for
clients in search of middle to executive management personnel. KFI also
provides other technology-based services including services addressing the
college recruitment market.

The investment was made on August 11, 2000 and KFI has not made any transactions
in Webhire Common Stock since that date.

(a) - (c) and (f) The name, business address, present principal occupation
or employment, and the name, principal business and address of any
corporation or other organization in which such employment is conducted,
of each of the directors and executive officers of KFI is set forth in
Schedule I hereto, which is incorporated herein by reference. The
citizenship of each person listed in Schedule I is indicated thereon.

(d) - (e) During the last five years, neither KFI nor, to the knowledge of
KFI, any of the persons listed on Schedule I hereto (i) has been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or State securities laws or finding any violation with
respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

KFI used available working capital in the amount of $8,000,001.60 to make the
purchase of 3,404,256 shares of Webhire Common Stock.

ITEM 4. PURPOSE OF TRANSACTION.

The Webhire Common Stock purchased by KFI were purchased solely for investment.

(a) - (j) Other than as described herein, none of KFI, or to the best of
its knowledge, any person named in Schedule I attached hereto, has any
plan or proposals which relate to or would result in any of the
transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a) - (c) As a result of KFI's purchase of Webhire Common Stock, KFI
beneficially owns and has the power to vote and dispose of 3,404,256
shares of Common Stock, representing approximately 15.9% of the
outstanding shares of the Common Stock of Webhire. The calculation of the
foregoing percentage is based on the number of shares of Webhire Common
Stock as outstanding as of July 5, 2000 plus the shares issued in the
transaction in which KFI was one of the purchasers of Webhire Common
Stock. There have been no transactions in Webhire Common Stock that have
been effected by KFI in the past sixty days.

(d) - (e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.

Pursuant to a stock purchase agreement, dated July 10, 2000 (the "Stock Purchase
Agreement"), among Webhire, KFI and other purchasers of Webhire Common Stock,
KFI is entitled to appoint one member of Webhire's board of directors. Under
the terms of the Stock Purchase Agreement, KFI has appointed Peter L. Dunn to
Webhire's board of directors. For so long as KFI owns at least 5% of Webhire's
outstanding Common Stock, KFI shall be entitled to nominate one director each
time the class of directors in which its representative serves is subject to
election.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

1. Stock Purchase Agreement, dated July 10, 2000, among Webhire, Inc.,
Korn/Ferry International, SOFTBANK Capital Partners LP, GMN Investors II, L.P.,
Aventive International Fund and Bricoleur Partners II, L.P.

Page 3 of 6
Exhibit Index on Page 6

SC 13D 4th Page of 6 TOC 1st Previous Next ↓Bottom Just 4th
SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Dated: November 28, 2000

KORN/FERRY INTERNATIONAL

By: /s/ Elizabeth S.C.S. Murray
----------------------------------------
Name: Elizabeth S.C.S. Murray
Title: Chief Financial Officer and
Executive Vice President

Page 4 of 6
Exhibit Index on Page 6

SC 13D 5th Page of 6 TOC 1st Previous Next ↓Bottom Just 5th
SCHEDULE 1

The name, business address and present principal occupation or
employment of each director and executive officer of KFI and the name and
address of their respective employers is set forth below. Unless otherwise
indicated, the name and business address of the employer of each director and
executive officer of KFI is: Korn/Ferry International, 1800 Century Park East,
Suite 900, Los Angeles, California 90067.

[Enlarge/Download Table]

Name Present Principal Occupation and Name/Address of Employer Citizenship
---- --------------------------------------------------------- -----------

Richard M. Ferry, Director Chair of the Board United States

Windle B. Priem, Director Chief Executive Officer and President United States

Peter L. Dunn, Director Vice Chair and General Counsel United States

Elizabeth S.C.S. Murray Chief Financial Officer, Treasurer and Executive Vice President United States

Gary C. Hourihan Executive Vice President, Organization Development United States

Michael D. Bekins Chief Operating Officer United States

James E. Barlett, Director Chairman, President and Chief Executive Officer United States
Galileo International, Inc.
9700 W. Higgins Road
Rosemont, Illinois 60018

Timothy K. Friar Vice President United States

Sakie Fukushima Vice President Japan

Patti S. Hart, Director President, Chief Executive Officer United States
Telocity, Inc.
10355 North De Anza Boulevard
Cupertino, California 95014

Scott E. Kingdom Vice President United States

Charles E. Miller, Director Director United States
Avery Dennison Corporation
150 North Orange Grove Boulevard
Pasadena, California 91103

Gerhard Schulmeyer, Director President and Chief Executive Officer United States
Siemens Corporation
153 E. 53rd. Street, Floor 56
New York, New York 10022

Mark C. Thompson, Director Chairman United States
Integration Associates Inc.
110 Pioneer Way, Unit L
Mountain View, California 94041

Page 5 of 6
Exhibit Index on Page 6

SC 13D Last Page of 6 TOC 1st Previous Next ↓Bottom Just 6th
EXHIBIT INDEX

Exhibit

Exhibit 1. Stock Purchase Agreement, dated July 10, 2000, among Webhire, Inc.,
Korn/Ferry International, SOFTBANK Capital Parnters LP, GMN
Investors II, L.P., Aventine International Fund and Bricoleur
Partners II, L.P.

Page 6 of 6
Exhibit Index on Page 6

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Dates Referenced Herein and Documents Incorporated by Reference

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

Filed on:	11/28/00	4		None on these Dates
	8/11/00	1	3
	7/10/00	3	6
	7/5/00	2	3
				List all Filings

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Filing Submission 0000944209-00-001789 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Korn Ferry International – ‘SC 13D’ on 11/28/00 re: Webhire Inc

On: Tuesday, 11/28/00, at 4:36pm ET · Accession #: 944209-0-1789 · File #: 5-49449

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

SC 13D — General Statement of Beneficial OwnershipDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

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

SC 13D — General Statement of Beneficial Ownership
Document Table of Contents