TYPE: SC 13D
SEQUENCE: 1
DESCRIPTION: SCHEDULE 13D
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. 1)(1)
WEBHIRE, INC.
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(Name of Issuer)
COMMON STOCK
------------------------------
(Title of Class of Securities)
7612W 10 8
-------------------------------------
(CUSIP Number of Class of Securities)
Randy Tinsley Scott L. Gelband, Esq.
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
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 19, 1999
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(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).
SCHEDULE 13D
CUSIP No. 7612W 108 PAGE 2 OF 8 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Amazon.com, Inc. 91-1646860
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX 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
Delaware
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7 SOLE VOTING POWER
1,670,273 shares
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY not applicable
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,670,273 shares
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
not applicable
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,670,273
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 16.6%
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14 TYPE OF REPORTING PERSON*
CO
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Page 2 of 8
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 1 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. 1 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
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
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
Joy D. Covey Vice President, Finance and Administration
and Chief Financial Officer
John D. Risher Senior Vice President, Product Development
Ram Shriram Vice President, Business Development
Richard Dalzell Vice President and Chief Information Officer
Jimmy Wright Vice President and Chief Logistics Officer
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
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").
(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.
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