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|Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.|
|February 28, 2009|
Estimated average burden
hours per response. . .
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
|(Name of Issuer)|
Common Shares, par value U.S. $0.0001 per share
|(Title of Class of Securities)|
RECRUIT CO., LTD.
1-9-2 Marunouchi, Chiyoda-ku
Tokyo 100-6640 Japan
Telephone : 81-3-6835-8365
Facsimile : 81-3-6834-8835
Attention: Hiroshi Nishino
With a copy to:
Morrison & Foerster LLP
1-1-3 Marunouchi, Chiyoda-ku
Tokyo 100-0005, Japan
Attention: Ken Siegel, Esq.
|(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)|
September 25, 2008
|(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
|*||The remainder of this cover page shall be filled out for a reporting persons 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).
|CUSIP No. 316827104||Page 2 of 7|
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
RECRUIT CO., LTD.
Check the Appropriate Box if a Member of a Group (See Instructions)
SEC Use Only
Source of Funds (See Instructions):
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
Citizenship or Place of Organization:
7 Sole Voting Power:
22,279,528 common shares
8 Shared Voting Power:
9 Sole Dispositive Power:
22,279,528 common shares
10 Shared Dispositive Power:
Aggregate Amount Beneficially Owned by Each Reporting Person:
22,279,528 common shares
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
Percent of Class Represented by Amount in Row (11):
Type of Reporting Person (See Instructions)
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This Amendment No. 5 amends the Schedule 13D filed with the Securities and Exchange Commission on April 21, 2006. Unless otherwise stated herein, the Schedule 13D remains in full force and effect. Terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Schedule 13D.
|Item 2.||Identity and Background|
Schedule 1 referenced in Item 2 is hereby amended and restated as Schedule 1 attached hereto.
|Item 3.||Source and Amount of Funds or Other Consideration|
Item 3 is hereby amended and restated as follows:
The information in Item 4 of the Schedule 13D filed with the Securities and Exchange Commission on April 21, 2006 is incorporated herein by reference.
On April 18, 2006, the Reporting Person consummated the purchase of 8,452,918 shares of the Company from certain shareholders of the Company for a total consideration of $109,887,934.
On June 22, 2006, the Reporting Person consummated the purchase of 1,042,501 shares of the Company from a shareholder of the Company for total consideration of $16,429,815.76.
On December 20, 2006, the Reporting Person consummated the purchase of 650,088 shares of the Company from a shareholder of the Company, for total consideration of $8,451,144.00.
On April 10, 2007, the Reporting Person consummated the purchase of 1,169,692 shares of the Company from certain shareholders of the Company for a total consideration of $15,205,996.
On April 14, 2008, the Reporting Person consummated the purchase of 1,000,000 shares of the Company from a shareholder of the Company for a total consideration of $13,000,000.
On June 23, 2008, the Reporting Person consummated the purchase of 200,000 shares of the Company from a shareholder of the Company, as set forth on Schedule 2, for a total consideration of $2,600,000.
On September 25, 2008, the Reporting Person consummated the purchase of 9,754,329 shares of the Company from a shareholder of the Company, as set forth on Schedule 2, for a total consideration of $126,806,277.
The purchase price for the shares in each of the above was funded by the Reporting Person from working capital and general corporate funds.
|Item 5.||Interest in Securities of the Issuer|
Sub-Items (a) and (b) of Item 5 are hereby amended and restated as follows:
|(a)||Pursuant to the stock purchase agreement, the Reporting Person has acquired 22,269,528 common shares of the Company, and currently owns an aggregate of 22,279,528 common shares of the Company (including 10,000 common shares owned prior to execution of the stock purchase agreement), which represents approximately 38.1% of the total common shares of the Company issued and outstanding as of September 25, 2008.|
|(b)||The Reporting Person possesses sole power to vote and to dispose of 22,279,528 ordinary shares of the Company.|
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|Item 7.||Material to Be Filed as Exhibits|
No exhibits are attached to this Amendment No. 5. The following exhibits, however, were attached to the Schedule 13D, filed with the Securities and Exchange Commission on April 21, 2006.
|Stock Purchase Agreement, dated April 5, 2006, by and among the Reporting Person and Sellers.|
|Assignment Agreement, dated April 18, 2006, among the Reporting Person and Sellers.|
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|RECRUIT CO., LTD.|
|Title:||Director and Executive Vice President|
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)
The following table sets forth the name and present principal occupation or employment, for each executive officer and director of RECRUIT CO., LTD. The business address of each such executive officer and director is c/o RECRUIT CO., LTD., Recruit GINZA8 Bldg., 8-4-17 Ginza, Chuo-ku, Tokyo 104-8001, Japan. Each of the executive officers and directors of RECRUIT CO., LTD. listed below is a citizen of Japan.
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
|Board of Directors|
|Hitoshi Kashiwaki||President and Representative Board Director|
|Hiromitsu Kugisaki||Board Director|
|Koichi Nakamura||Board Director|
|Hiroyuki Honda||Board Director|
|Tomoyuki Mizutani||Board Director|
|Akio Kawase||Standing Statutory Auditor|
|Kunihiro Chujyo||Statutory Auditor|
|Shigeru Nakajima||Statutory Auditor|
|Hitoshi Kashiwaki||President and CEO|
|Koichi Nakamura||Corporate Senior Executive Vice President|
|Hiroyuki Honda||Corporate Executive Vice President|
|Masumi Minegishi||Corporate Senior Vice President|
|Hitoshi Motohara||Corporate Senior Vice President|
|Hideaki Kito||Corporate Senior Vice President|
|Shogo Ikeuchi||Corporate Vice President|
|Toshio Inoue||Corporate Vice President|
|Hiroaki Ogata||Corporate Vice President|
|Hiromitsu Kugisaki||Corporate Vice President|
|Shigeru Kusahara||Corporate Vice President|
|Keiichi Sagawa||Corporate Vice President|
|Fumihiro Sasaki||Corporate Vice President|
|Koichi Shima||Corporate Vice President|
|Atsunori Seguchi||Corporate Vice President|
|Suguru Tomizuka||Corporate Vice President|
|Tsuguhiro Nakagawa||Corporate Vice President|
|Yukiko Nagashima||Corporate Vice President|
|Akihito Fujiwara||Corporate Vice President|
|Tomoyuki Mizutani||Corporate Vice President|
|Mitsuru Murai||Corporate Vice President|
|Hidefumi Mori||Corporate Vice President|
|Common Shares Sold||Consideration|
DOLL TECHNOLOGY INVESTMENT FUND II, L.P.
DCM NETWORK FUND, L.P.
DCM INTERNET FUND, L.P.
DOLL TECHNOLOGY AFFILIATES FUND II, L.P.
DCM III, L.P.
DCM III-A, L.P.
DCM AFFILIATES FUND III, L.P.