SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): December 27, 2001 TMP Worldwide Inc. (Exact name of issuer as specified in its charter) Delaware (State or other jurisdiction of incorporation) 0-21571 13-3906555 (Commission File Number) (IRS Employer Identification No.) 622 Third Avenue New York, NY 10017 (Address of Principal Executive Offices) Registrant's telephone number, including area code (212) 351-7000 None. (Former address, if changed since last report.) ITEM 5. OTHER EVENTS. On December 24, 2001, HotJobs.com, Ltd. ("HotJobs") informed TMP Worldwide Inc. (the "Company") that HotJobs deemed an offer from Yahoo! Inc. to be superior to that made by the Company. On December 27, 2001, the Company notified HotJobs that it would not modify the terms of its original offer. In connection therewith, the Company issued a press release which is filed as an exhibit hereto and is incorporated by reference herein. Subsequently, on December 27, 2001, HotJobs terminated the agreement and plan of merger with the Company and paid the required termination fee to the Company. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements. None. (b) Pro Forma Financial Information. None. (c) Exhibits 99.1. Press release of the Company issued on December 27, 2001, stating that it notified HotJobs that it will not modify the terms of its previously announced agreement to acquire HotJobs. (All other items on this report are inapplicable.) 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. TMP WORLDWIDE INC. (Registrant) By: /s/Robert O'Connell -------------------------------- Robert O'Connell Interim Chief Financial Officer Dated: December 27, 2001