
<PAGE>   1


   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 28, 2001

                                                      REGISTRATION NO. 333-37430
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------
                         POST-EFFECTIVE AMENDMENT NO. 1
                                  ON FORM S-3
                                       TO

                                    FORM S-4
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             ---------------------

                              HEADHUNTER.NET, INC.
             (Exact name of registrant as specified in its charter)
                             ---------------------

<TABLE>
<S>                                                 <C>
                      GEORGIA                                           58-2403177
          (State or other jurisdiction of                            (I.R.S. Employer
          incorporation or organization)                            Identification No.)
</TABLE>

                             ---------------------
                           ROBERT M. MONTGOMERY, JR.
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                              HEADHUNTER.NET, INC.
                         333 RESEARCH COURT, SUITE 200
                            NORCROSS, GEORGIA 30092
                           TELEPHONE: (770) 349-2400
                           FACSIMILE: (770) 349-2401
         (Address, including zip code, and telephone number, including
 area code, of registrant's principal executive offices and agent for service)
                             ---------------------
                            J. VAUGHAN CURTIS, ESQ.
                             SCOTT L. O'MELIA, ESQ.
                               ALSTON & BIRD LLP
                           1201 WEST PEACHTREE STREET
                          ATLANTA, GEORGIA 30309-3424
                           TELEPHONE: (404) 881-7000
                           FACSIMILE: (404) 881-7777

    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  As soon as
practicable after the Registration Statement becomes effective.

    If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.  [ ]
    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.  [X]
    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.  [ ] _________
    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [ ] _________
    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.  [ ]
                             ---------------------
    The Registration Fee was previously calculated and paid in connection with
the filing of the Registration Statement on June 19, 2000.
                             ---------------------

    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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--------------------------------------------------------------------------------
<PAGE>   2


                 SUBJECT TO COMPLETION, DATED FEBRUARY 28, 2001



    THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING STOCKHOLDER MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND THE SELLING STOCKHOLDER
IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE SUCH OFFER
OR SALE IS NOT PERMITTED.


PROSPECTUS

                             (HEADHUNTER.NET LOGO)


                                5,827,400 SHARES


                              HEADHUNTER.NET, INC.

                                  COMMON STOCK


     Bernard Hodes Group, one of our stockholders, may offer and sell up to
5,827,400 shares of our common stock under this prospectus. Bernard Hodes Group
acquired these shares in connection with our merger with CareerMosaic. The sale
of those shares was registered beginning with the effective time of the merger.
This prospectus continues that registration under an agreement we entered into
in connection with the merger.



     Bernard Hodes Group may sell its shares of common stock through public or
private transactions at prevailing market prices or at privately negotiated
prices. See "Plan of Distribution." We will not receive any of the proceeds from
the sale of shares of our common stock by Bernard Hodes Group.



     Our common stock is listed on the Nasdaq National Market under the symbol
"HHNT". On February 26, 2001, the last sale price of our common stock as
reported by Nasdaq was $5.891 per share.


                            ------------------------


    THIS INVESTMENT INVOLVES RISKS. SEE "RISKS FACTORS" BEGINNING ON PAGE 1.


                            ------------------------


     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.



                The date of this prospectus is February   , 2001

<PAGE>   3

                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
The Company.................................................     1
Risk Factors................................................     1
Cautionary Statement Concerning Forward-Looking
  Statements................................................     8
Use of Proceeds.............................................     9
Selling Shareholder.........................................     9
Plan of Distribution........................................    10
Legal Matters...............................................    10
Experts.....................................................    10
Where You Can Find More Information.........................    11
Incorporation of Certain Documents by Reference.............    12
</TABLE>


                                        i
<PAGE>   4


                                  THE COMPANY


     HeadHunter.NET is a leading provider of online recruiting services to
employers, recruiters and job seekers via its web site at www.headhunter.net.
HeadHunter.NET's services enable employers and recruiters to advertise job
opportunities and review resumes and enable job seekers to identify, research,
evaluate and apply to a broad range of job opportunities online. These services
focus on reducing the time, cost and effort of the recruiting and job searching
processes as compared to traditional methods such as classified newspaper
advertisements.


     On July 19, 2000, we acquired all of the assets of CareerMosaic Inc., an
online recruiting service, by merging CareerMosaic into a wholly owned
subsidiary. In the merger, each share of common stock of CareerMosaic was
converted into 750 shares of our common stock. We issued an aggregate 7,500,000
shares of common stock in the merger, which represented approximately 40.6% of
our outstanding common stock immediately after the merger. Bernard Hodes Group,
Inc. was a stockholder of CareerMosaic and received all of the 5,827,400 shares
of our common stock offered under this prospectus in the merger. The sale of
those shares was registered beginning with the effective time of the merger.
This prospectus continues that registration under an agreement we entered into
in connection with the merger. See "Plan of Distribution" for a description of
the manner in which shares of common stock may be offered and sold under this
prospectus.


     Our principal executive offices are located at 333 Research Court, Suite
200, Norcross, Georgia 30092. Our telephone number is (770) 349-2400. Our
internet address is www.headhunter.net. The information contained on our web
site is not part of this prospectus.

                                  RISK FACTORS


     Any investor in our common stock should carefully consider the risk factors
relating to our business before deciding whether to invest in shares of our
common stock. Potential investors should consider the information in this
prospectus and the additional information in our other reports on file with the
Securities and Exchange Commission and in the other documents incorporated by
reference in this prospectus. See "Where You Can Find More Information" on page
11 and "Incorporation of Certain Documents by Reference" on page 12.



WE MAY BE UNABLE TO MEET OUR FUTURE CAPITAL REQUIREMENTS, WHICH MAY PREVENT US
FROM IMPLEMENTING OUR BUSINESS PLAN.



     Based on our current operating plan, we anticipate that our available funds
will be sufficient to satisfy our anticipated needs for working capital,
including our increased marketing expenses, capital expenditures and business
expansion for at least the next 12 months. After that time, or in the event that
we do not meet our operating plan, we may need additional capital.
Alternatively, we may need to raise additional funds prior to such time in order
to fund more rapid expansion, to increase brand development and market
awareness, to develop new or enhanced technology, to respond to competitive
pressures or to establish relationships. If we raise additional funds by issuing
equity or convertible debt securities, the percentage ownership of our
shareholders will be diluted. Any new securities could have rights, preferences
and privileges senior to those of our common stock.



     We cannot be certain that additional financing will be available when and
to the extent required or that, if available, it will be on acceptable terms.
Recently, some Internet companies with a history of generating losses apparently
have been unable to raise additional financing to fund such continued losses. If
adequate funds are not available on acceptable terms, we may not be able to fund
our expansion, increase brand development and market awareness, develop or
enhance our service offerings, respond to competitive pressures or establish
strategic relationships.



A RECESSION COULD ADVERSELY IMPACT OUR BUSINESS AND CAUSE OUR REVENUE TO BE
LOWER THAN ANTICIPATED.



     Online recruiting is a relatively new industry and we do not know how
sensitive we are to general economic conditions. A reduced level of economic
activity and higher unemployment in the United States

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<PAGE>   5


may significantly and adversely affect the demand for online recruiting
services. A recession could cause employers and recruiters to reduce or postpone
their recruiting efforts which could cause our revenue to be lower than
anticipated and negatively affect our business.



SALES OF SUBSTANTIAL AMOUNTS OF OUR COMMON STOCK IN THE PUBLIC MARKET COULD
MATERIALLY ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK.



     As of February 26, 2001, we have 20,279,021 shares of our common stock
outstanding. The 5,827,400 shares issued to Bernard Hodes Group in the
CareerMosaic merger are registered for resale by Bernard Hodes Group under this
registration statement. The 14,451,621 remaining outstanding shares are freely
tradable or are tradable subject to volume and other limitations of Rule 144
promulgated under the Securities Act. Sales of substantial amounts of common
stock in the public market, or the perception that such sales might occur,
whether as a result of this distribution or otherwise, could harm the market
price of our common stock.



     Subject to specified conditions, our amended and restated credit facility
entitles Omnicom Finance to convert any outstanding amounts into shares of our
common stock after July 1, 2001 and entitles us to prepay interest owed under
the credit facility by issuing shares of our common stock to Omnicom Finance.
Because the number of shares of our stock that could be issued upon such
conversion or interest prepayment will depend on the share price at such time,
we are unable to determine the number of shares which may be issued if such
conversion or interest prepayment occurs.



     In addition, ITC Holding Company and Bernard Hodes Group, the collective
owners of approximately 53.8% of our common stock as of February 26, 2001, and,
to the extent Omnicom Finance receives shares of our common stock under our
Amended and Restated Credit Agreement, Omnicom Finance, have registration rights
which allow them to participate in our future public offerings and to demand
registration of their shares for resale after July 19, 2001. Warren L. Bare also
has registration rights which allow him to participate in our future public
offerings.



     Upon closing of the CareerMosaic merger, the vesting of options to purchase
our common stock which were outstanding prior to April 15, 2000 fully
accelerated and became immediately exercisable, except for options held by
Robert M. Montgomery, Jr. All such shares which are not held by affiliates are
freely tradable.



OUR LIMITED OPERATING HISTORY MAKES EVALUATING OUR BUSINESS AND PROSPECTS
DIFFICULT.



     We launched our website in October 1996 and have substantially modified it
since that time. As a result, we have a limited operating history upon which an
investor can base an evaluation of our business and prospects. Investors must
consider the risks, expenses and problems frequently encountered by companies in
their early stages of development, particularly companies in new and rapidly
evolving markets such as online recruiting. Some of the risks which we may face
as an early stage company include our ability to:



     - implement our business model and strategy and adapt them as needed;



     - attract employers, recruiters and job seekers to our website; and



     - develop strategic relationships with other Internet sites.



     If we fail to successfully manage these risks, expenses and problems, and
the other risks described below, current evaluations of our business and
prospects may prove to be inaccurate.



WE HAVE A HISTORY OF LOSSES AND MAY NEVER ACHIEVE PROFITABILITY.



     We have a history of losses and may never be profitable. We incurred net
losses of $4.3 million for the year ended December 31, 1998, $10.3 million for
the year ended December 31, 1999 and $23.9 million for the year ended December
31, 2000. As of December 31, 2000, we had an accumulated deficit of
approximately $60.3 million.


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<PAGE>   6


     Our ability to become profitable depends on our ability to generate and
maintain greater revenues while incurring reasonable expenses. Our ability to
generate greater revenues depends on:



     - our ability to convince job posters to utilize our website for their
      online recruiting needs;



     - the growth of acceptance of the Internet as a recruiting tool;



     - the number of job seekers who visit our website;



     - our ability to attract and retain sales and technical personnel; and



     - the number of job opportunities and resumes posted on our website.



     Even if we do achieve profitability, we may be unable to sustain or
increase profitability on a quarterly or annual basis in the future. Our
inability to achieve or maintain profitability or positive cash flow could
result in disappointing financial results, impede implementation of our growth
strategy or cause the market price of our common stock to decrease.



WE HAVE RECENTLY CHANGED OUR METHOD OF PRICING OUR SERVICES, WHICH MAY DECREASE
THE NUMBER OF JOB OPPORTUNITIES AND USERS ON OUR WEBSITE AND MAY RESULT IN
DECREASED REVENUE.



     In 2000, we increased the base price of posting a job opportunity on our
website, began charging job posters to view all resumes on our database and made
other pricing changes. We will likely make additional pricing changes in the
future. As a result, the number of job opportunities posted on our website may
decrease. In the event the number of job opportunities in our database
materially decreases, job seekers may find that our website is not as useful as
other online recruiting sites. A decrease in the number of job seekers on our
website may cause job posters to further reduce the number of job opportunities
they post or the additional services that they are willing to purchase. Job
seekers may not post their resumes on www.headhunter.net which would reduce the
number of employers and recruiters willing to pay to access resumes. These
changes may reduce our revenue.



ONE OF OUR GROWTH STRATEGIES IS TO PURSUE ACQUISITIONS AND WE MAY FACE RISKS IN
ACQUIRING AND INTEGRATING OTHER BUSINESSES AND TECHNOLOGIES.



     One element of our growth strategy is to acquire other businesses and
technologies that we believe will complement our business. Acquiring other
businesses and technologies involves numerous risks, including:



     - difficulties in integrating the operations, services, products and
      personnel of an acquired company;



     - diversion of management's attention from other business concerns;



     - inability to retain and motivate key personnel of the acquired business;
      and



     - inability to retain clients or goodwill of the acquired business.



     In 2000, we acquired CareerMosaic and MiracleWorkers. We may not fully
realize the expected benefits of those acquisitions, and there may be additional
unexpected risks that arise.



     In pursuing acquisitions, we may compete with competitors that may be
larger and have greater financial and other resources than we have. Competition
for these acquisition targets could result in increased prices of acquisition
targets.



     In the future, we may take accounting charges in connection with
acquisitions. We cannot guarantee that the costs and expenses actually incurred
will not exceed the estimates we use to take the accounting charges.


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<PAGE>   7


OUR FUTURE REVENUES ARE UNPREDICTABLE, AND OUR FINANCIAL RESULTS MAY FLUCTUATE,
WHICH MAY ADVERSELY AFFECT OUR STOCK PRICE.



     Our revenue and results of operations are difficult to predict, and we
expect them to fluctuate significantly from quarter to quarter. If our revenue
or results of operations fall below the expectations of investors or public
market analysts, the price of our common stock could fall substantially. Our
revenue and results of operations may fluctuate significantly in response to the
following factors, many of which are beyond our control:



     - the cancellation of a significant number of customer accounts;



     - changes in the demand for service offerings;



     - changes in our pricing policies or those of our competitors;



     - the timing and effectiveness of marketing campaigns;



     - the hiring cycles of employers;



     - our ability to hire and retain qualified sales people;



     - seasonal trends in user traffic;



     - introduction of additional, or enhancement of existing, service offerings
      by us or our competitors;



     - the incurrence of costs related to acquisitions of businesses or
      technologies;



     - the costs of establishing, and the timing of, strategic relationships;
      and



     - general economic conditions, including the effects of a recession.



ONE OF OUR STRATEGIES IS TO INCREASE AWARENESS OF OUR BRAND, AND IF WE FAIL TO
FURTHER DEVELOP OUR BRAND, WE MAY NOT BE ABLE TO SUSTAIN OR INCREASE THE NUMBER
OF JOB POSTERS AND JOB SEEKERS USING OUR WEBSITE.



     We believe that maintaining and strengthening our brand is an important
aspect of our business. Our brand name is critical in our efforts to sustain or
increase the number of job posters and job seekers who use our website. We
believe that the importance of brand recognition will increase due to the
continued growth in the number of competitors entering the online recruiting
market. Our ability to promote and position our brand depends largely on the
success of our marketing efforts and our ability to effectively satisfy the
needs of job posters and job seekers. To promote our brand, we intend to
increase our marketing budget. If we fail to promote successfully and maintain
our brand, or if we incur excessive expenses attempting to promote and maintain
our brand, we may be unable to implement our business plan and our financial
results may suffer.



THE ONLINE RECRUITING MARKET IS INTENSELY COMPETITIVE AND WE MAY BE UNABLE TO
COMPETE SUCCESSFULLY AGAINST EXISTING AND FUTURE COMPETITORS, WHICH MAY MAKE IT
MORE DIFFICULT TO GROW OUR BUSINESS.



     The online recruiting market is highly fragmented and intensely
competitive. We compete on the Internet with other online recruiting sites,
corporate Internet sites, Internet portal sites, Internet sites that provide
their users with access to content, commonly known as Internet content
providers, and nonprofit professional organizations. Many of our competitors
have longer operating histories in the online recruiting market, exclusive
arrangements with significant Internet companies, significantly greater
financial, technical and marketing resources, more users and larger databases
than we do. We also compete with traditional recruiting methods, such as
classified advertising, radio, television and traditional recruiting firms for a
share of the total recruiting budgets of employers and recruiters.



     Presently, the barriers to entry by competitors in the market for online
recruiting are low. Current and new competitors can launch new Internet sites
and add substantial content on their sites at a low cost within a short time
period. Therefore, we expect competition to continue to intensify, and the
number of competitors could increase significantly in the near future. If we are
unable to compete successfully against existing and


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<PAGE>   8


future competitors, our financial results will suffer and we may not benefit
from the projected growth in the online recruiting market.



IF WE LOSE THE SERVICES OF OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER, OR IF WE
CANNOT RECRUIT AND RETAIN ADDITIONAL SKILLED PERSONNEL, OUR BUSINESS MAY SUFFER.



     We depend on the continued services and performance of Robert M.
Montgomery, Jr., our President and Chief Executive Officer, for our future
success. We do not have an employment agreement with Mr. Montgomery, and are not
the beneficiary of any key person life insurance covering him or any other
executive officer.



     Competition for personnel with experience in online recruiting and commerce
is intense. If we are unsuccessful in attracting and training new employees, or
retaining and motivating our current and future employees, our business could
suffer significantly.



WE DO NOT HAVE LONG-TERM AGREEMENTS WITH OUR CUSTOMERS, WHICH MAY CAUSE OUR
REVENUE TO FLUCTUATE.



     We derive a substantial majority of our revenues from job posters that pay
to post job opportunities on our website, to purchase additional services and to
access resumes posted on our website. Generally, these employers and recruiters
post their job opportunities on a monthly basis. They have no obligation to
purchase access to resumes or any other service offerings, or to post any job
opportunities for more than one month at a time. As a result, an employer or
recruiter that generates substantial revenue for us in a particular month may
not do so in a later month. We must continually maintain existing accounts and
establish and develop new accounts with employers and recruiters. If we fail to
do so, our revenue could fluctuate, which may cause us to fail to meet
expectations in the marketplace and our stock price may decline.



WE MAY BE UNABLE TO EFFECTIVELY MANAGE OUR RAPID GROWTH, WHICH IS PLACING AND
MAY CONTINUE TO PLACE A STRAIN ON OUR RESOURCES.



     We have rapidly expanded our operations and anticipate that further
expansion will be required to execute our growth strategy. Our rapid growth has
placed significant demands on our management, financial, technical and other
resources. These demands are likely to continue and may increase. To manage our
future growth, we must adapt to changing business conditions and improve
existing systems or implement new systems for our financial and management
controls, reporting systems and procedures. In addition, in order to achieve
rapid growth, we may acquire technologies or products or enter into strategic
alliances. For us to succeed, we must make our existing technology, business and
systems work effectively with those of any strategic partners without undue
expense, management distraction or other disruptions to our business. If we fail
to manage any of the above growth challenges successfully, we may be unable to
implement our business plan and our financial results may suffer.



BECAUSE WE DEPEND ON THIRD PARTIES TO FACILITATE ACCESS TO OUR WEBSITE, WE FACE
RISKS OF CAPACITY CONSTRAINTS, WHICH COULD INCREASE OUR EXPENSES OR REDUCE OUR
REVENUES UNEXPECTEDLY.



     We depend on Internet service providers and other website operators, which
may experience Internet connectivity outages. Such outages may cause users to
experience difficulties in accessing our website. Any system failures at these
third parties may cause an interruption in service or a decrease in
responsiveness of our website and may impair users' perceptions of our website.
Any failure to handle current or increased volumes of traffic on our website may
impede our ability to sustain or increase the number of employers, recruiters
and job seekers who use our website. Additionally, we are dependent on one
provider for all of our co-location services. If that provider, for any reason,
were unable or unwilling to provide us with services, an interruption in service
may occur which also may impair users' perceptions of our website.



     We derive a substantial majority of our revenues from job posters that pay
to post their job opportunities and purchase other services. The amounts they
are willing to pay for such services depend to a significant degree on the
number of job seekers who visit our website. We depend on the performance,
reliability and availability of our website to attract and retain these job
seekers. Capacity constraints could prevent them

                                        5
<PAGE>   9


from accessing our website for extended periods of time and decrease our
traffic. Decreased traffic could result in fewer employers and recruiters
posting job opportunities on our website or purchasing fewer other services.
This would result in decreased revenues. In addition, if the number of
employers, recruiters and job seekers on our website increases substantially, we
may experience capacity constraints and need to expand or upgrade our technology
at a time when we do not have adequate funds to do so, or when that technology
is not readily available.



WE MAY NOT BE ABLE TO PROTECT AND ENFORCE OUR INTELLECTUAL PROPERTY RIGHTS,
WHICH COULD RESULT IN THE LOSS OF OUR RIGHTS, LOSS OF BUSINESS OR INCREASED
COSTS.



     Our success and ability to compete depend to a significant degree on our
internally developed proprietary technology and on our brand, marks and domain
names. We rely on trademark and other intellectual property laws, and on
confidentiality and non-disclosure agreements with our employees and third
parties, to establish and protect our proprietary rights. We cannot assure you
that the steps we have taken to protect our proprietary rights will be adequate
or that we will be able to defend our marks or obtain patents for any of our
internally developed systems. If we are unable to secure or protect our marks
and systems, such failure could result in the loss of our rights to our marks
and systems, or the loss of business.



     Third parties may claim that our business activities infringe upon their
proprietary rights. From time to time in the ordinary course of business, we
have been, and expect to continue to be, subject to claims of infringement of
third parties' trademarks and other intellectual property rights. Although such
claims have not had a material adverse effect on our business, such claims could
subject us to significant liability and result in invalidation of our
proprietary rights. These claims could be time-consuming and expensive to
defend, even if we ultimately are not found liable and could divert our
management's time and attention. In addition, patents recently issued to third
parties regarding Internet business processes indicate additional Internet
business process patents may be issued in the future. While we do not believe we
infringe any existing business process patent, future patents may limit our
liability to use processes covered by such patents or expose us to claims of
patent infringement or otherwise require us to seek to obtain related licenses.
There can be no assurance that such licenses would be available on acceptable
terms or at all. The failure to obtain such licenses on acceptable terms could
have a material adverse effect on our business, financial condition, results of
operations and prospects.



OUR BUSINESS MAY SUFFER IF USERS CONFUSE SIMILAR DOMAIN NAMES WITH
HEADHUNTER.NET.



     We cannot assure you that potential users of our website will not confuse
our domain name with other similar domain names such as headhunters.com,
headhunter.org or headhunters.org. If any confusion occurs, we may lose business
to a competitor, or some of our users may have negative experiences with these
other websites that they mistakenly associate with us.



OUR ARTICLES OF INCORPORATION, BYLAWS AND SHAREHOLDER PROTECTION RIGHTS
AGREEMENT AND GEORGIA LAW CONTAIN PROVISIONS THAT COULD DISCOURAGE A TAKEOVER OF
US.



     Our articles of incorporation, bylaws and shareholder protection rights
agreement contain provisions that could make it more difficult for another
company to acquire us, even if that acquisition would benefit our shareholders.
Further, we have adopted provisions of Georgia law that could delay, prevent or
make more difficult a merger, tender offer or proxy contest involving us.



     In connection with the CareerMosaic merger, we entered into a shareholders'
agreement with Bernard Hodes Group Inc. and ITC Holding Company, Inc. under
which Bernard Hodes Group and ITC Holding Company will vote the shares of our
common stock held by each of them to elect nominees selected by them to our
board of directors. The shareholders' agreement also prohibits the parties from
initiating or participating in a proxy solicitation contest, a tender offer,
exchange offer, merger or other business combination transaction not supported
by our board of directors for a period of five years.


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<PAGE>   10


WE DEPEND ON THE ACCEPTANCE OF THE INTERNET AS A RECRUITING MEDIUM.



     The Internet is a relatively new medium for recruiting, and employers,
recruiters and job seekers have not reached any consensus that online recruiting
is an effective means for satisfying their recruitment needs. A large number of
employers and recruiters have only limited experience in using the Internet for
recruitment. They are not yet spending a significant amount of their recruiting
budgets on online recruiting or committing to doing so over a long period. As a
result, our sales force spends a substantial amount of time and resources
retaining existing accounts and educating employers and recruiters about our
services and the online recruiting market. We may be unable to persuade a large
number of employers, recruiters and job seekers that our services will satisfy
their needs more successfully than traditional recruiting methods. If we cannot
meet the needs of employers, recruiters and job seekers or adapt our services to
meet their demands, we may be unable to implement our business plan. Further, if
the market for online recruiting does not grow as projected, we may not be able
to grow our business.



OUR MARKET IS SUBJECT TO RAPID CHANGE AND WE MAY NOT SUCCESSFULLY ADAPT TO THIS
CHANGE.



     Our market is characterized by rapidly changing technology, introductions
and enhancements of competitive services, and changing user demands.
Accordingly, our future success depends on our ability to adapt to such rapid
changes in technology and improve the features, reliability and functionality of
our service offerings in response to our competitors. We cannot assure you that
we will succeed in addressing these issues.



WE MAY BECOME SUBJECT TO BURDENSOME GOVERNMENT REGULATION, WHICH MAY ADD COSTS
TO OPERATING OUR BUSINESS ON THE INTERNET OR DECREASE DEMAND FOR OUR SERVICES.



     We are subject to various laws and regulations relating to our business,
although there are few laws or regulations that apply directly to our
Internet-based services. However, due to the increasing popularity and use of
the Internet, it is possible that additional laws and regulations may be adopted
covering user privacy, freedom of expression, pricing, content, quality of
products and services, taxation, advertising, intellectual property rights and
information security. Moreover, the applicability to the Internet of existing
laws governing issues such as intellectual property ownership and infringement,
copyright, trademark, trade secret, obscenity, libel, employment and personal
privacy is uncertain and developing. The nature and effect of any proposed
legislation or regulation, or the application or interpretation of existing
laws, cannot be fully determined. Any new law or regulation pertaining to the
Internet, or the application or interpretation of existing laws, could decrease
the demand for our services or increase our operational costs.



     The adoption of any such legislation could also dampen the growth in use of
the Internet generally, and decrease our acceptance as a communications,
commercial and advertising medium. Any legislation which has an adverse impact
on the growth of the Internet could cause us to incur additional operating
expenses or decrease the demand for our services.



RECENTLY ENACTED PRIVACY ACTS AND THE DIRECTIVE ADOPTED BY THE EUROPEAN UNION
MAY HAVE AN ADVERSE EFFECT ON OUR BUSINESS.



     Our business depends on our ability to collect and use personal data from
the users of our website. The United States and numerous other governments and
governmental agencies within several countries are considering adopting laws and
regulations regarding the collection and use of personal identifying information
obtained from individuals when accessing websites. While we have implemented and
intend to implement additional programs designed to enhance the protection of
the privacy of our users, these programs may not conform to all or any of these
laws or regulations and we may consequently incur civil or criminal liability
for failing to conform. In addition, these statutory and regulatory requirements
may adversely affect our ability to collect demographic and personal information
from users, which could have an adverse effect on our ability to provide
value-added opportunities to our advertisers and other third parties and may
consequently have an adverse effect on our business.


                                        7
<PAGE>   11


     Additionally, the European Union has adopted a directive that imposes
restrictions on the collection and use of personal data concerning EU residents,
and on any transfer of such data outside of the EU. In response to the
directive, which prohibits the transfer of data to countries that are not deemed
to have laws that adequately protect data subjects' privacy rights, other
countries have adopted or are considering adopting laws and regulations
regarding the collection and use of personal data that meet the EU's standard
for adequacy. The directive and the privacy acts of these other countries may
have an adverse effect on our ability to collect personal data from users in the
applicable countries and consequently may have an adverse effect on our
business.



BECAUSE OUR BUSINESS INVOLVES THE TRANSMISSION OF INFORMATION, WE MAY INCUR
LIABILITY FOR INFORMATION RETRIEVED FROM OR TRANSMITTED OVER THE INTERNET.



     We may be sued for defamation, obscenity, negligence, copyright or
trademark infringement or other legal claims relating to information that is
posted or made available on our website. Other claims may be brought based on
the nature, publication or distribution of content or based on errors or false
or misleading information provided on our website. We could also be sued for the
content that is accessible from our website through links to other Internet
sites. We currently maintain insurance in amounts up to $2.0 million for general
aggregate claims and $1.0 million for personal injury claims. Our insurance may
not adequately protect us against claims related to information on our website.
In addition, we could incur significant costs in investigating and defending
such claims, even if we ultimately are not found liable.



CONCERNS REGARDING SECURITY OF TRANSACTIONS AND TRANSMITTING CONFIDENTIAL
INFORMATION OVER THE INTERNET MAY NEGATIVELY IMPACT OUR ELECTRONIC COMMERCE
BUSINESS.



     We believe that concern regarding the security of confidential information
transmitted over the Internet, such as credit card numbers, prevents many
potential customers from engaging in online transactions. If we do not maintain
sufficient security features on our website, our services may not gain market
acceptance, or there may be additional legal exposure. We have included basic
security features in some of our products to protect the privacy and integrity
of customer data, such as password requirements to access some data.



     Despite the measures we have taken, our infrastructure is potentially
vulnerable to physical or electronic break-ins or similar problems. If a person
circumvents our security measures, he or she could misappropriate proprietary
information or cause interruptions in our operations. Security breaches that
result in access to confidential information could damage our reputation and
expose us to a risk of loss or liability. We may be required to make significant
investments and efforts to protect against or remedy security breaches.
Additionally, as electronic commerce becomes more prevalent, our customers will
become more concerned about security. If we do not adequately address these
concerns, we may incur liability and we may not be able to sustain or increase
the number of employers, recruiters and job seekers using our services.



COMPUTER VIRUSES MAY CAUSE OUR SYSTEMS TO INCUR DELAYS OR INTERRUPTIONS AND MAY
INCREASE OUR EXPENSES OR LIABILITIES.



     Computer viruses may cause our systems to incur delays or other service
interruptions, which may cause us to incur additional operating expenses to
correct problems we may experience. In addition, the inadvertent transmission of
computer viruses could expose us to a material risk of loss or litigation and
possible liability. Moreover, if a computer virus affecting our system is
publicly disclosed, our reputation could be materially damaged and our visitor
traffic may decrease. In addition, our sales and marketing efforts could be
impeded due to dissatisfaction among employers, recruiters and job seekers. Most
general business interruption insurance policies do not cover interruptions
caused by computer viruses or hackers. We have not added specific insurance
coverage to protect against these risks.



           CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS



     This prospectus and the documents incorporated by reference herein contain
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements are

                                        8
<PAGE>   12


subject to risks and uncertainties and are based on the beliefs and assumptions
of HeadHunter.NET, which are based on information currently available to us.
Words such as "believes," "expects," "anticipates," "intends," "plans,"
"estimates," "should," "likely," "potential" or similar expressions are intended
to qualify as forward-looking statements. Forward-looking statements include the
information concerning possible or assumed future results of operations of
HeadHunter.NET set forth under "Summary of the Prospectus," and "Risk Factors."



     Forward-looking statements are not guarantees of performance. They involve
risks, uncertainties and assumptions. Our actual results may differ materially
from those expressed or implied in the forward-looking statements. Many of the
factors that will determine these results are beyond our ability to control or
predict. Shareholders are cautioned not to put undue reliance on any
forward-looking statements. We undertake no obligation to update any
forward-looking statements. For those statements, we claim the protection of the
safe harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995.



     For a discussion of some of the factors that may cause actual results to
differ materially from those suggested by the forward-looking statements, please
read carefully the information under "Risk Factors" beginning on page 1. In
addition to other risk factors and other important factors discussed elsewhere
in this prospectus and in the documents which are incorporated by reference into
this prospectus, you should understand that the following important factors
could affect the future results of HeadHunter.NET and could cause actual results
to differ materially from those suggested by the forward-looking statements:



     - our ability to extend the term or refinance our revolving line of credit
      with Omnicom Finance;



     - changes in laws or regulations, including increased government regulation
       of the Internet and privacy related issues, third party relations and
       approvals, decisions of courts, regulators and governmental bodies which
       may adversely affect our business or ability to compete;


     - other risks and uncertainties as may be detailed from time to time in our
       public announcements and Securities and Exchange Commission filings.

This list of factors that may affect our performance and the accuracy of
forward-looking statements is illustrative, but by no means exhaustive.
Accordingly, all forward-looking statements should be evaluated with the
understanding of their inherent uncertainty.


                                USE OF PROCEEDS



     We will not receive any proceeds from the sale of common stock by Bernard
Hodes Group.


                              SELLING SHAREHOLDER


     This prospectus relates to the offer from time to time by Bernard Hodes
Group of up to 5,827,400 shares of the HeadHunter.NET shares it received in our
merger with CareerMosaic, which as of February 26, 2001 represented
approximately 28.7% of our outstanding common stock. The 5,827,400 shares being
offered under this prospectus represents all of our shares owned by Bernard
Hodes Group. Bernard Hodes Group has the contractual right to designate a
director to HeadHunter.NET's board of directors. See "Plan of Distribution."


                                        9
<PAGE>   13

                              PLAN OF DISTRIBUTION


     This prospectus is intended to be used to comply with the prospectus
delivery requirements of the Securities Act of 1933 in connection with any
offers or resales. Bernard Hodes Group may sell shares from time to time,
although the registration of their shares does not necessarily mean that any of
Bernard Hodes Group's shares will be offered or sold. We will not receive any of
the proceeds of the sale of the shares offered by the Bernard Hodes Group. The
distribution of shares pursuant to this prospectus may be effected from time to
time:



     - in transactions (which may include block sales) on the Nasdaq National
       Market or such other national securities exchange or automated
       interdealer quotation system on which shares of our common stock are then
       listed,


     - in negotiated transactions, or

     - through a combination of such methods of sale, at fixed prices, that may
       be changed, at market prices prevailing at the time of sale, at prices
       related to such prevailing market prices, or at negotiated prices.

     Bernard Hodes Group may sell shares directly to purchasers or through
underwriters, agents or broker-dealers by one or more of the following means:

     - ordinary brokerage transactions and transactions in which the broker
       solicits purchasers;

     - purchases by a broker or dealer as principal and resale by such broker or
       dealer for its account pursuant to this prospectus;

     - a block trade in which the broker or dealer so engaged will attempt to
       sell the shares as agent but may position and resell a portion of the
       block as principal to facilitate the transaction;

     - an exchange distribution in accordance with the rules of the exchange or
       automated interdealer quotation system on which HeadHunter.NET common
       stock is then listed; and

     - the writing of options on or other contractual agreements relating to the
       shares.


     In connection with distributions of the shares registered for resale under
this prospectus by Bernard Hodes Group, Bernard Hodes Group may enter into
hedging transactions with broker-dealers or others. Such broker-dealers may
engage in short sales of our shares or other transactions in the course of
hedging the positions assumed by such persons in connection with such hedging
transactions.



     Any such underwriters, agents or broker-dealers may receive compensation in
the form of discounts, concessions or commissions from Bernard Hodes Group
and/or the purchasers of the shares for which such underwriters, agents or
broker-dealers may act as agents or to whom they sell as principals, or both. If
required by applicable law at the time a particular offer of shares is made, the
terms and conditions of such transaction will be set forth in a supplement to
this prospectus. Bernard Hodes Group and any underwriters, agents or
broker-dealers who act in connection with the sale of the shares hereunder may
be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act of 1933, and any compensation received by them might be deemed to
be underwriting discounts and commissions under the Securities Act of 1933.
Bernard Hodes Group will pay all applicable stock transfer taxes, transfer fees
and brokerage commissions or underwriting or other discounts.


                                 LEGAL MATTERS


     The validity of the shares of our common stock offered by Bernard Hodes
Group has been passed upon by Alston & Bird LLP, Atlanta, Georgia.


                                    EXPERTS


     The financial statements and schedules incorporated by reference in this
prospectus and elsewhere in the registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as


                                       10
<PAGE>   14


indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of the said firm as experts in giving said reports.


                      WHERE YOU CAN FIND MORE INFORMATION


     We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any reports, statements or other information that HeadHunter.NET files with the
Securities and Exchange Commission at the Securities and Exchange Commission's
public reference room at 450 Fifth Street, Washington, D.C. 20549, or at the
public reference rooms in New York, New York and Chicago, Illinois. Please call
the Securities and Exchange Commission at 1-800-SEC-0330 for further information
on the public reference rooms. Securities and Exchange Commission filings made
by issuers which file electronically are also available to the public from
commercial document retrieval services and at the web site maintained by the
Securities and Exchange Commission at http://www.sec.gov.



     We filed with the Securities and Exchange Commission a post-effective
amendment on Form S-3 (which contains this prospectus) to our registration
statement on Form S-4 under the Securities Act of 1933, as amended, to register
with the Securities and Exchange Commission the resale by Bernard Hodes Group of
our common stock. This prospectus does not contain all the information you can
find in the registration statement or the exhibits and schedules to the
registration statement. For further information with respect to us, and our
common stock, please refer to the registration statement, including the exhibits
and schedules. You may inspect and copy the registration statement, including
the exhibits and schedules, as described above.


                                       11
<PAGE>   15

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The information incorporated by reference is considered to be part of this
prospectus, and later information that we file with the SEC will automatically
update and supersede this information. We incorporate by reference the documents
listed below and any future filings made with the SEC under Sections 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until the selling
shareholders sell all the shares:


     - Annual Report on Form 10-K for the year ended December 31, 2000, filed
       February 28, 2001.



     - The description of common stock set forth in the registration statement
       on Form 8-A filed August 11, 1999, and any amendment or report filed for
       the purpose of updating such description; and


     - The description of rights set forth in the registration statement on Form
       8-A filed June 1, 2000, and any amendment or report filed for the purpose
       of updating such description.


     On written or oral request, we will provide at no cost to each person,
including any beneficial owner, who receives a copy of this prospectus, a copy
of any or all of the documents incorporated in this prospectus by reference. We
will not provide exhibits to any of the documents listed above, however, unless
those exhibits are specifically incorporated by reference into those documents.
You should direct your request to the Secretary of HeadHunter.NET, Inc., 333
Research Court, Suite 200, Norcross, Georgia 30092, telephone number (770)
349-2400.



     You should rely only on the information that we incorporate by reference or
provide in this prospectus or any supplement. We have not authorized anyone else
to provide you with different information. Neither we nor Bernard Hodes Group
will make an offer of these shares in any state where the offer is not
permitted. You should not assume that the information in this prospectus or any
supplement is accurate as of any date other than the date on the front of those
documents.


                                        12
<PAGE>   16

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION


<TABLE>
<S>                                                           <C>
Registration fee to Securities and Exchange Commission......  $     0(1)
Accounting fees and expenses................................   10,000
Legal fees and expenses.....................................   10,000
Miscellaneous expenses......................................    2,000
                                                              -------
          Total.............................................  $22,000
                                                              =======
</TABLE>



(1)Filing fee of $0 was required with filing of preliminary proxy materials on
   May 19, 2000 (File No. 333-37430.)


     The foregoing items, except for the registration fee to the Securities and
Exchange Commission, are estimated. HeadHunter.NET has agreed to bear all
expenses in connection with the registration of the shares being offered by
Bernard Hodes Group.

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     HeadHunter.NET's articles of incorporation eliminate the personal liability
of its directors to HeadHunter.NET or its shareholders for monetary damage for
any breach of duty as a director, provided that HeadHunter.NET cannot eliminate
or limit the liability of a director for:

     - a breach of duty involving appropriation of a business opportunity of
       HeadHunter.NET;

     - an act or omission which involves intentional misconduct or a knowing
       violation of law;

     - any transaction from which the director receives an improper personal
       benefit; or

     - unlawful corporate distributions.

     In addition, if at any time the Georgia Business Corporation Code is
amended to authorize further elimination or limitation of the personal liability
of a director, then the liability of each of HeadHunter.NET's directors shall be
eliminated or limited to the fullest extent permitted by such provisions, as so
amended, without further action by the shareholders, unless otherwise required.

     HeadHunter.NET's bylaws require it to indemnify any director or officer who
was or is a party or is threatened to be made a party, to any threatened,
pending or completed action, suit or proceeding whether civil, criminal,
administrative or investigative (including any action or suit by or in our
right) because such person is or was one of its directors or officers, against
liability incurred by the director of officer in such proceeding except for any
liability incurred in a proceeding in which the director or officer is adjudged
liable to HeadHunter.NET or is subjected to injunctive relief in its favor for:

     - a breach of duty involving appropriation of any business opportunity of
       HeadHunter.NET;

     - an act or omission which involves intentional misconduct or a knowing
       violation of law;

     - any transaction from which such officer or director received an improper
       personal benefit; or

     - unlawful corporate distributions.

     HeadHunter.NET's board of directors also has the authority to extend to
employees and agents the same indemnification rights held by directors.
Indemnified persons would also be entitled to have HeadHunter.NET advance
expenses prior to the final disposition of the proceeding. If it is ultimately
determined that they are not entitled to indemnification, however, such amounts
would be repaid.

     HeadHunter.NET has entered into separate indemnity agreements with each of
its directors and certain of its executive officers, whereby HeadHunter.NET
agrees to indemnify them and to advance them expenses

                                      II-1
<PAGE>   17

in a manner and subject to terms and conditions similar to those set forth in
its articles of incorporation and bylaws.

     HeadHunter.NET maintains a standard form of officers' and directors'
liability insurance policy which provides coverage to its officers and directors
for certain liabilities, including certain liabilities which may arise out of
this registration statement.


     HeadHunter.NET entered into indemnification agreements with ITC Holding
Company and Bernard Hodes Group under which HeadHunter.NET agreed to indemnify
them and to advance them expenses for any liability or claim incurred by them as
a result of an action or inaction of HeadHunter.NET.


ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits


<TABLE>
<CAPTION>
 EXHIBIT
 NUMBER                                 DESCRIPTION
 -------                                -----------
 <C>       <S>  <C>
   2.1     --   Purchase Agreement dated December 17, 1999 between
                HeadHunter.NET, Chicago Computer Guide, Inc. and George
                Scholomite (incorporated by reference from Exhibit 2.1 of
                HeadHunter.NET's Current Report on Form 8-K filed on January
                3, 2000)
   2.2     --   Agreement and Plan of Merger dated April 15, 2000 among
                HeadHunter.NET, Resume Acquisition Corporation, Omnicom
                Group Inc., Bernard Hodes Group Inc., Career Mosaic Inc. and
                ITC Holding Company, Inc., as amended by Amendment No. 1 to
                Agreement and Plan of Merger dated June 16, 2000*
   2.3     --   Support Agreement dated April 15, 2000 among Bernard Hodes
                Group Inc., HeadHunter.NET, Inc., ITC Holding Company, Inc.,
                and Robert M. Montgomery, Jr. (incorporated by reference
                from Exhibit 99.2 to HeadHunter.NET's Current Report on Form
                8-K filed on April 19, 2000)
   4.1     --   Specimen common stock certificate (incorporated by reference
                from Exhibit 4.1 to HeadHunter.NET's registration statement
                on Form S-1, Registration No. 333-80915)
   4.2     --   Article II of the Articles of Incorporation, as amended
                (incorporated by reference from Exhibit 3.1 to
                HeadHunter.NET's registration statement on Form S-1,
                Registration No. 333-80915)
   4.3     --   Shareholder Protection Rights Agreement dated April 15,
                2000, between HeadHunter.NET, Inc. and American Stock
                Transfer & Trust Company (incorporated by reference from
                Exhibit 99.3 to HeadHunter.NET's Current Report on Form 8-K
                filed on April 19, 2000)
   4.4     --   Amendment No. 1 to Shareholder Protection Rights Agreement
                dated as of February 27, 2001 between HeadHunter.NET, Inc.
                and American Stock Transfer & Trust Company, as rights agent
   5.1     --   Opinion of Alston & Bird LLP*
  23.1     --   Consent of Arthur Andersen LLP
  23.2     --   Consent of Alston & Bird LLP (filed as part of Exhibit 5.1)
  24.1     --   Power of Attorney*
</TABLE>


* Previously filed.

(b) Financial Statement Schedules

ITEM 17.  UNDERTAKINGS

     The undersigned Registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are being made,
     a post-effective amendment to this Registration Statement:

           (i) To include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933;

           (ii) To reflect in the prospectus any facts or events arising after
        the effective date of the Registration Statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represents a fundamental change in the information set forth
        in the Registration Statement. Notwithstanding the foregoing, any
        increase or decrease in volume of securities offered

                                      II-2
<PAGE>   18

        (if the total dollar value of securities offered would not exceed that
        which was registered) and any deviation from the low or high end of the
        estimated maximum offering range may be reflected in the form of
        prospectus filed with the Commission pursuant to Rule 424(b) if, in the
        aggregate, the changes in volume and price represent no more than a 20
        percent change in the maximum aggregate offering price set forth in the
        "Calculation of Registration Fee" table in the effective registration
        statement.

           (iii) To include any material information with respect to the plan of
        distribution not previously disclosed in the Registration Statement or
        any material change to such information in the Registration Statement.

        (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new Registration Statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

        (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     The undersigned Registrant hereby further undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

     The undersigned Registrant hereby undertakes that:

        (1) For purposes of determining any liability under the Securities Act
     of 1933, the information omitted from the form of prospectus filed as part
     of this Registration Statement in reliance upon Rule 430A and contained in
     a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
     (4), or 497(h) under the Securities Act of 1933 shall be deemed to be part
     of this Registration Statement as of the time it was declared effective.

        (2) For the purpose of determining any liability under the Securities
     Act of 1933, each post-effective amendment that contains a form of
     prospectus shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

     The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of this Registration Statement through
the date of responding to the request.

                                      II-3
<PAGE>   19

     The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.

                                      II-4
<PAGE>   20

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post-Effective Amendment No. 1 to Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Atlanta, State of Georgia on the 28th day of February, 2001.


                                          HeadHunter.NET, Inc.


                                          By: /s/ ROBERT M. MONTGOMERY, JR.

                                            ------------------------------------
                                          Name: Robert M. Montgomery, Jr.
                                          Title: Chief Executive Officer and
                                                 President

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to Registration Statement has been signed by
the following persons in the capacities and on the date indicated.


<TABLE>
<CAPTION>
                      SIGNATURE                                   TITLE                    DATE
                      ---------                                   -----                    ----
<C>                                                    <S>                           <C>

            /s/ ROBERT M. MONTGOMERY, JR.              Chief Executive Officer,      February 28, 2001
-----------------------------------------------------    President and Director
              Robert M. Montgomery, Jr.                  (Principal Executive
                                                         Officer)

                 /s/ W. CRAIG STAMM                    Chief Financial Officer       February 28, 2001
-----------------------------------------------------    (Principal Financial and
                   W. Craig Stamm                        Accounting Officer)

                          *                            Chairman of the Board and     February 28, 2001
-----------------------------------------------------    Director
                William H. Scott, III

                /s/ MICHELLE S. KELLY                  Controller                    February 28, 2001
-----------------------------------------------------
                  Michelle S. Kelly

                          *                            Director                      February 28, 2001
-----------------------------------------------------
              Burton B. Goldstein, Jr.

                /s/ BERNARD S. HODES                   Director                      February 28, 2001
-----------------------------------------------------
                  Bernard S. Hodes

                          *                            Director                      February 28, 2001
-----------------------------------------------------
                   J. Douglas Cox

                          *                            Director                      February 28, 2001
-----------------------------------------------------
                 Michael G. Misikoff

                          *                            Director                      February 28, 2001
-----------------------------------------------------
                Kimberley E. Thompson

         *By: /s/ ROBERT M. MONTGOMERY, JR.
  ------------------------------------------------
              Robert M. Montgomery, Jr.
                  Attorney-in-fact
</TABLE>


                                      II-5
<PAGE>   21

                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
 EXHIBIT
 NUMBER                                 DESCRIPTION
 -------                                -----------
 <C>       <S>  <C>
   2.1     --   Purchase Agreement dated December 17, 1999 between
                HeadHunter.NET, Chicago Computer Guide, Inc. and George
                Scholomite (incorporated by reference from Exhibit 2.1 of
                HeadHunter.NET's Current Report on Form 8-K filed on January
                3, 2000)
   2.2     --   Agreement and Plan of Merger dated April 15, 2000 among
                HeadHunter.NET, Resume Acquisition Corporation, Omnicom
                Group Inc., Bernard Hodes Group Inc., Career Mosaic Inc. and
                ITC Holding Company, Inc., as amended by Amendment No. 1 to
                Agreement and Plan of Merger dated June 16, 2000*
   2.3     --   Support Agreement dated April 15, 2000 among Bernard Hodes
                Group Inc., HeadHunter.NET, Inc., ITC Holding Company, Inc.,
                and Robert M. Montgomery, Jr. (incorporated by reference
                from Exhibit 99.2 to HeadHunter.NET's Current Report on Form
                8-K filed on April 19, 2000)
   4.1     --   Specimen common stock certificate (incorporated by reference
                from Exhibit 4.1 to HeadHunter.NET's registration statement
                on Form S-1, Registration No. 333-80915)
   4.2     --   Article II of the Articles of Incorporation, as amended
                (incorporated by reference from Exhibit 3.1 to
                HeadHunter.NET's registration statement on Form S-1,
                Registration No. 333-80915)
   4.3     --   Shareholder Protection Rights Agreement dated April 15,
                2000, between HeadHunter.NET, Inc. and American Stock
                Transfer & Trust Company (incorporated by reference from
                Exhibit 99.3 to HeadHunter.NET's Current Report on Form 8-K
                filed on April 19, 2000)
   4.4     --   Amendment No. 1 to Shareholder Protection Rights Agreement
                dated as of February 27, 2001 between HeadHunter.NET, Inc.
                and American Stock Transfer & Trust Company, as rights agent
   5.1     --   Opinion of Alston & Bird LLP*
  23.1     --   Consent of Arthur Andersen LLP
  23.2     --   Consent of Alston & Bird LLP (filed as part of Exhibit 5.1)
  24.1     --   Power of Attorney*
</TABLE>



* Previously filed.

