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<CONFORMED-NAME>HEADHUNTER NET INC
<CIK>0001065984
<ASSIGNED-SIC>7310
<IRS-NUMBER>582403177
<STATE-OF-INCORPORATION>GA
<FISCAL-YEAR-END>1231
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<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-27003
<FILM-NUMBER>1564110
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<BUSINESS-ADDRESS>
<STREET1>333 RESEARCH COURT
<STREET2>STE 200
<CITY>NORCROSS
<STATE>GA
<ZIP>30092
<PHONE>7703009272
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>6410 ATLANTIC BLVD
<STREET2>STE 160
<CITY>NORCROSS
<STATE>GA
<ZIP>30071
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<TYPE>8-K
<SEQUENCE>1
<FILENAME>g67501e8-k.txt
<DESCRIPTION>HEADHUNTER.NET, INC.
<TEXT>

<PAGE>   1


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported)      March 5, 2001
                                                  ---------------------


                              HEADHUNTER.NET, INC.
--------------------------------------------------------------------------------

             (Exact name of Registrant as specified in Its Charter)


GEORGIA                 000-27003                   58-2403177
--------------------------------------------------------------------------------
(State of               (Commission                 (IRS Employer Incorporation)
File Number)            Identification No.)



333 Research Court, Suite 200, Norcross, Georgia               30092
--------------------------------------------------------------------------------
(Address of principle executive offices)                       (Zip Code)


(Telephone number of registrant)            (800) 891-8880
                                    -----------------------------------


                                 NOT APPLICABLE
--------------------------------------------------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                         if changed since last report)



<PAGE>   2


ITEM 5.  OTHER EVENTS

      On March 5, 2001, the Company entered into an agreement with Yahoo! Inc.
to be the sole provider of job listings for Yahoo! Careers, a service on the
Yahoo.com web site. In connection with the agreement, the Company and Yahoo!
also entered into a warrant purchase agreement and the Company issued a warrant
to Yahoo! for the purchase of up to 310,559 shares of the Company's common stock
at an exercise price of $6.44 per share.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

            (a)   Financial Statements.

                  Not applicable.

            (b)   Pro Forma Financial Information.

                  Not applicable.

            (c)   Exhibits

                  99.1  Press Release, dated March 7, 2001

                  99.2  Press Release, dated March 7, 2001



                                      -2-
<PAGE>   3



                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                             HeadHunter.NET
                                             -----------------------------------

Date: March 8, 2001                          By: /s/ W. Craig Stamm
      ----------------------------               -------------------------------
                                                  W. Craig Stamm
                                                  Chief Financial Officer



                                      -3-
<PAGE>   4


                                  EXHIBIT INDEX

EXHIBIT
NUMBER            DESCRIPTION
-------           -----------

99.1              Press Release, dated March 7, 2001

99.2              Press Release, dated March 7, 2001


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>g67501ex99-1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>

<PAGE>   1


                                                                    Exhibit 99.1

Headhunter.net to Provide First Quarter Update

ATLANTA--(BUSINESS WIRE)--March 7, 2001--Headhunter.net, Inc. (Nasdaq/NM:HHNT)
will hold a conference call today to provide an update for the first quarter
ending March 31, 2001. The call will be simulcast on the Internet at
www.vcall.com at 10:00 a.m. (eastern).

Headhunter.net's management will provide an update of the first quarter and the
outlook for 2001 as a result of recent significant internal events and
uncertainty in the economic climate.

Among the topics to be discussed:

      --    Headhunter.net's selection by Yahoo! as the sole provider of job
            listings for Yahoo!(R) Careers,

      --    The Company's renegotiated credit agreement with Omnicom, Inc. that
            extends the term of the $10 million note to June 2004, providing
            Headhunter.net with increased balance sheet flexibility, and

      --    A progress report on financial performance for the first quarter.

Headhunter.net expects first quarter revenue for 2001 to be significantly above
revenues reported in the first quarter of last year as a result of continued
growth in the core business and the contribution from acquisitions; however, it
anticipates revenues to be lower than previous guidance due to the sluggish
economic environment. In addition, the Yahoo! Careers' agreement is not expected
to have a material effect on revenues until the second quarter.

We remain very confident about the Headhunter.net business model and are excited
about our increased visibility following the Yahoo! Careers' agreement," stated
Robert M. Montgomery, president and chief executive officer of Headhunter.net.
"We believe Headhunter.net is well positioned to leverage our existing
infrastructure to support a larger revenue base and expanded job postings. Our
focus remains on growing our core business and achieving positive EBITDA for
2001."

Headhunter.net has continued to manage its operating costs to match demand in
the market and its core operations are on target to meet first quarter cash flow
estimates; however, it expects to incur additional online advertising expenses
in the first quarter. The Company expects related online advertising costs to be
reduced in future quarters as existing agreements for other online advertising
are modified or not renewed.

First Quarter Conference Call


<PAGE>   2

A simulcast of the conference call will be held at 10:00 A.M. Eastern time today
and will be available on the Internet at www.vcall.com and under the investor
relations' tab on the Company's Web site, www.headhunter.net. The call will be
available for replay on the Internet for approximately 30 days.

About Headhunter.net

Headhunter.net (www.headhunter.net) is a leading national online recruiting and
job awareness site, empowering candidates and corporations to manage the job
search process. The site lists jobs from the nation's top employers across
virtually every industry. Attracting an average of more than 6 million job
seeker visits a month, Headhunter.net distinguishes itself by providing job
seekers privacy when searching and applying for jobs, and allows job seekers and
job posters to manage and track the visibility and performance of their
listings.

Some of the preceding statements in this press release constitute
"forward-looking statements" within the meaning of the Securities Act of 1933,
as amended, and the Securities Exchange Act of 1934, as amended, and the Company
intends that such forward-looking statements be subject to the safe harbors
created thereby. Examples of words indicating forward-looking statements include
"believes," "expects" and "will". These forward-looking statements reflect the
Company's current views with respect to future events and financial performance,
but are subject to many uncertainties and factors relating to the Company's
operations and business environment, including the availability of financing on
favorable terms, which may cause the actual results of the Company to be
materially different from any future results expressed or implied by such
forward-looking statements. Please see the section entitled "Risk Factors" in
Amendment No. 1 to the Company's Form S-4 Registration Statement, filed with the
Securities and Exchange Commission on June 19, 2000, which is incorporated by
reference in this press release, for a list of such uncertainties and factors.
The Company undertakes no obligation to publicly update or revise any
forward-looking statements.

CONTACT:      Headhunter.net Inc., Atlanta
              Craig Stamm, 770/349-2480
              craig.stamm@headhunter.net



                                      -2-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>g67501ex99-2.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>

<PAGE>   1


                                                                    Exhibit 99.2

Headhunter.net Selected as Sole Provider of Job Listings On Yahoo! Careers;
Agreement Creates One of the Most Comprehensive Career Destinations on the Web

ATLANTA--(BUSINESS WIRE)--March 7, 2001--Headhunter.net (Nasdaq:HHNT), a leading
online job awareness and recruiting site, today announced an agreement to
collaborate with Yahoo! Inc. (Nasdaq:YHOO), a leading global Internet
communications, commerce and media company. Under the agreement, Headhunter.net
has been chosen as the sole provider of job listings for Yahoo!(R)Careers
(http://careers.yahoo.com). The relationship pairs Yahoo! Careers' robust tools
and services with Headhunter.net's high quality job listings to offer Yahoo!
consumers a one-stop-shop for career management. Headhunter.net has also issued
Yahoo! a warrant to purchase shares of its stock. Terms of the agreement were
not disclosed.

"Employers look to Headhunter.net for exposure and access to the highest quality
and quantity of job seekers in the market," said Bob Montgomery, president and
CEO, Headhunter.net. "We are thrilled to team up with Yahoo! Careers to give
U.S.-based companies access to one of the largest networks of job seekers on the
Web."

"Through our relationship with Headhunter.net, Yahoo! Careers is now one of the
most comprehensive career destinations on the Web," said Ellen Siminoff, senior
vice president of small business, Yahoo!. "By listening to both job seekers and
employers, we continue to build enhancements to make Yahoo! Careers more
essential to business and consumers. Headhunter.net's job listings are a great
addition to the tools and services we currently offer."

The combination of Headhunter.net and Yahoo! Careers provides job seekers and
employers with one of the largest career resource sites available on the
Internet. Job seekers benefit from Headhunter.net's high quality job listings as
well as easy access to a resume building resource center, salary comparisons,
expert advice and other career management tools through Yahoo! Careers. Seamless
integration allows employers increased exposure for their jobs and access to
millions of resumes through both Yahoo! Careers and Headhunter.net.

"Headhunter.net's focus on building one of the largest sales teams with
unparalleled commitment to customer service, helps set us apart from our
competitors," added Montgomery. "Through this agreement with Yahoo! Careers, we
have taken huge strides in providing employers with one of the most powerful
recruiting tools available today."

As one of the leading recruiting destinations on the Web, Yahoo! Careers offers
a one-stop-shop for career management. Yahoo! Careers brings information and
services together in one location, empowering job seekers to fulfill their
career aspirations and enabling companies to fill positions with qualified
candidates more efficiently. Yahoo! Careers also provides consumers with a
comprehensive resume builder; career-related news; in-depth industry and company
advice for the college graduate or aspiring entrepreneur; salary calculators and
benefit information; relocation resources; networking forums including chats,
clubs, message boards; and employment experts.


<PAGE>   2

About Headhunter.net

Headhunter.net (www.Headhunter.net) is a leading national online recruiting and
job awareness site, empowering candidates and corporations to manage the job
search process. The site features more than one million resumes and hundreds of
thousands of jobs representing 10,000 of the nation's top employers across
virtually every industry. Attracting more than six million job seeker visits a
month, Headhunter.net distinguishes itself by providing job seekers privacy when
searching and applying for jobs, and allows job seekers and job posters to
manage and track the visibility and performance of their listings.
Headhunter.net is based in Atlanta, GA with 16 additional offices nationwide.

Yahoo! and the Yahoo! logo are trademarks and/or registered trademarks of Yahoo!
Inc.

All other names are trademarks and/or registered trademarks of their respective
owners.

Forward-Looking Statements

Some of the preceding statements in this press release constitute
"forward-looking statements" within the meaning of the Securities Act of 1933,
as amended, and the Securities Exchange Act of 1934, as amended, and the Company
intends that such forward-looking statements be subject to the safe harbors
created thereby. Examples of words indicating forward-looking statements include
"believes," "expects" and "will". These forward-looking statements reflect the
Company's current views with respect to future events and financial performance,
but are subject to many uncertainties and factors relating to the Company's
operations and business environment, including the availability of financing on
favorable terms, which may cause the actual results of the Company to be
materially different from any future results expressed or implied by such
forward-looking statements. Please see the section entitled "Risk Factors" in
Amendment No. 1 to the Company's Form S-4 Registration Statement, filed with the
Securities and Exchange Commission on June 19, 2000, which is incorporated by
reference in this press release, for a list of such uncertainties and factors.
The Company undertakes no obligation to publicly update or revise any
forward-looking statement whether as a result of new information, future events,
or otherwise.

CONTACT:    Creaxion
            Liza Mooney, 404/495-4427
            Pager: 800/408-5480
            liza@creaxion.com
            or
            Yahoo!
            Nancy Gallinghouse, 408/530-5229
            nancyeg@yahoo-inc.com


                                      -2-
</TEXT>
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