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

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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


                                  FORM 10-Q/A
                               (AMENDMENT NO. 2)


(MARK ONE)

<TABLE>
<C>        <S>
   /X/     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934

           FOR THE QUARTERLY PERIOD ENDED: JUNE 30, 2000
</TABLE>

                                       or

<TABLE>
<C>        <S>
   / /     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934
</TABLE>

        FOR THE TRANSITION PERIOD FROM ______________ TO ______________

                        COMMISSION FILE NUMBER: 0-20735

                                 WEBHIRE, INC.

             (Exact name of Registrant as specified in its charter)

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

<TABLE>
<S>                                            <C>
               DELAWARE                                     04-2935271
    (State or other jurisdiction of             (IRS Employer Identification No.)
    incorporation or organization)

          91 HARTWELL AVENUE
             LEXINGTON, MA                                    02421
    (Address of principal executive                         (zip code)
               offices)
</TABLE>

                                 (781) 869-5000
                        (Registrant's telephone number)


    Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the Registrant
was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.


                               Yes /X/    No / /

    Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date:

                              TITLE OF EACH CLASS

 Common stock, $.01 par value, shares outstanding at July 31, 2000: 14,613,622
                                    shares.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
                                 WEBHIRE, INC.
                                     INDEX


<TABLE>
<CAPTION>
                                                                         PAGE
                                                                       --------
<S>      <C>                                                           <C>
PART I--FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements

         Consolidated Balance Sheets at June 30, 2000 and
         September 30, 1999..........................................         3

         Consolidated Statements of Operations for the three and nine
         months ended June 30, 2000 and June 30, 1999................         4

         Consolidated Statements of Cash Flows for the nine months
         ended June 30, 2000 and June 30, 1999.......................         5

         Notes to Consolidated Financial Statements..................         6

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations...................................        13

SIGNATURES...........................................................        24
</TABLE>



    This Amendment No. 2 amends and supplements the Registrant's quarterly
report on Form 10-Q for the period ended June 30, 2000 (the "10-Q") filed with
the Securities and Exchange Commission (the "Commission") on August 21, 2000, as
amended by Amendment No. 1 to the 10-Q filed with the Commission on August 22,
2000. The sole purpose of this Amendment No. 2 is to amend and restate Item 1
and Item 2 of the 10-Q in connection with the revised accounting treatment of
the amortization of certain technology acquired in the Company's acquisition of
certain assets of Human Resources Sites International, Inc. on December 13, 1999
(see footnote 8 to Item 1 of Part 1).

<PAGE>

Item 1 of Part 1 is amended and restated as follows:


PART I--FINANCIAL INFORMATION

Item 1. Financial Statements

                                 WEBHIRE, INC.
                          CONSOLIDATED BALANCE SHEETS
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)


<TABLE>
<CAPTION>
                                                               JUNE 30,     SEPTEMBER 30,
                                                                 2000           1999
                                                              -----------   -------------
                                                              (UNAUDITED)
                                                              (RESTATED)
<S>                                                           <C>           <C>
                           ASSETS
Current Assets:
  Cash and cash equivalents.................................   $  1,117        $20,126
  Short-term investments....................................      2,029             --
  Accounts and installments receivable, less allowance for
    doubtful accounts of $964 and $700 at June 30, 2000 and
    September 30, 1999, respectively........................      5,804          4,693
  Other current assets......................................      1,524          2,321
  Refundable income taxes...................................        401            700
                                                               --------        -------
      Total current assets..................................     10,875         27,840
Long-term installments receivable, net......................        175            444
Property and equipment, net.................................      4,680          4,593
Acquired technologies, net of accumulated amortization of
  $13,557 and $6,642 at June 30, 2000 and September 30,
  1999, respectively........................................      5,941         10,770
Intangible assets, net of accumulated amortization of $1,203
  and $0 at June 30, 2000 and September 30, 1999,
  respectively..............................................      5,348             --
Deferred income taxes.......................................         --          1,068
Other assets, net...........................................        530            643
                                                               --------        -------
      TOTAL ASSETS..........................................   $ 27,549        $45,358
                                                               ========        =======

            LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Current portion of capital lease obligations..............   $    254        $   578
  Accounts payable..........................................      1,612          1,922
  Convertible notes payable.................................      3,425             --
  Accrued expenses..........................................      3,074          3,150
  Deferred revenue..........................................      8,176          5,342
                                                               --------        -------
      Total current liabilities.............................     16,541         10,992
                                                               --------        -------
Deferred rent...............................................        180            228
                                                               --------        -------
Capital lease obligations...................................         --            122
                                                               --------        -------
Stockholders' Equity:
  Preferred stock, $.01 par
    value--Authorized--5,000,000 shares, Issued and
    outstanding--none.......................................         --             --
  Common stock, $.01 par value--Authorized--30,000,000
    shares, Issued--15,300,522 and 15,089,067 shares at
    June 30, 2000 and September 30, 1999, respectively,
    Outstanding--14,613,622 and 14,402,167 shares at
    June 30, 2000 and September 30, 1999, respectively......        153            151
Additional paid-in capital..................................     53,891         49,353
Treasury stock, at cost--686,900 shares at June 30, 2000 and
  September 30, 1999........................................       (831)          (831)
Accumulated deficit.........................................    (42,385)       (14,657)
                                                               --------        -------
      Total stockholders' equity............................     10,828         34,016
                                                               --------        -------
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY............   $ 27,549        $45,358
                                                               ========        =======
</TABLE>



  THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
                                  STATEMENTS.


                                       3
<PAGE>
                                 WEBHIRE, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                                THREE MONTHS ENDED        NINE MONTHS ENDED
                                                                     JUNE 30,                  JUNE 30,
                                                              -----------------------   ----------------------
                                                                 2000         1999         2000        1999
                                                              ----------   ----------   ----------   ---------
                                                              (RESTATED)                (RESTATED)
<S>                                                           <C>          <C>          <C>          <C>
Revenue:
  Product revenue...........................................  $     391    $    1,593   $   3,176    $   6,129
  Services revenue--Enterprise..............................      2,601         3,111       8,476        9,393
  Services revenue--Internet................................      2,796         1,442       6,912        3,449
                                                              ----------   ----------   ----------   ---------
      Total revenue.........................................      5,788         6,146      18,564       18,971
                                                              ----------   ----------   ----------   ---------
Cost of Revenue:
  Product...................................................        369           221         884          617
  Non-cash write-off of other assets........................        284            --         284           --
  Services--Enterprise......................................        883         1,465       3,079        4,410
  Services--Internet........................................      2,918         1,275       7,478        2,847
  Amortization of acquired technologies.....................      2,352         1,914       6,915        4,466
                                                              ----------   ----------   ----------   ---------
      Total cost of revenue.................................      6,806         4,875      18,640       12,340
                                                              ----------   ----------   ----------   ---------
Gross margin................................................     (1,018)        1,271         (76)       6,631
                                                              ----------   ----------   ----------   ---------
Operating Expenses:
  Research and development..................................      2,955         2,152       9,298        5,553
  Sales and marketing (excluding stock-based consideration
    of $(1,723), $11, $0 and $0 for the three and nine
    months ended June 30, 2000 and the three and nine
    months ended June 30, 1999, respectively)...............      3,019         2,561      10,004        8,523
  Non-cash write-down of intangible assets..................      1,000            --       1,000           --
  General and administrative................................      1,974         1,610       5,386        4,193
  Amortization of intangible assets.........................        545            --       1,203           --
  Stock-based consideration (benefit).......................     (1,723)           --          11           --
                                                              ----------   ----------   ----------   ---------
      Total operating expenses..............................      7,770         6,323      26,902       18,269
                                                              ----------   ----------   ----------   ---------
Loss from operations........................................     (8,788)       (5,052)    (26,978)     (11,638)
Loss from equity method investments.........................         (5)           --          (5)          --
Other income, net...........................................         42           102         420          379
                                                              ----------   ----------   ----------   ---------
Loss before provision (benefit) for income taxes............     (8,751)       (4,950)    (26,563)     (11,259)
Provision (benefit) for income taxes........................      1,165            --       1,165         (568)
                                                              ----------   ----------   ----------   ---------
Net loss....................................................     (9,916)       (4,950)    (27,728)     (10,691)
                                                              ==========   ==========   ==========   =========

Basic and diluted net loss per share........................  $    (.68)   $     (.49)  $   (1.91)   $   (1.10)
                                                              ==========   ==========   ==========   =========

Basic and diluted weighted average number of common shares
  outstanding...............................................  14,605,631   10,075,190   14,537,987   9,743,711
                                                              ==========   ==========   ==========   =========
</TABLE>


  THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
                                  STATEMENTS.

                                       4
<PAGE>
                                 WEBHIRE, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                                 NINE MONTHS ENDED
                                                                     JUNE 30,
                                                              -----------------------
                                                                 2000         1999
                                                              ----------   ----------
                                                              (RESTATED)
<S>                                                           <C>          <C>
Cash Flows from Operating Activities:
  Net loss..................................................   $(27,728)    $(10,691)
Adjustments to reconcile net loss to net cash used in
  operating activities--
  Depreciation and amortization.............................     10,115        5,945
  Amortization of stock-based consideration.................         11           --
  Provision for doubtful accounts...........................        647           --
  Non-cash write-off of other assets........................      1,284           --
  Deferred income taxes, net................................      1,068         (568)
  Deferred rent.............................................        (47)          17
  Changes in assets and liabilities--
    Accounts and installments receivable....................     (1,758)       2,205
    Other current assets....................................       (487)        (445)
    Refundable income taxes.................................        299         (175)
    Long-term installments receivable.......................        269          101
    Accounts payable........................................       (310)         194
    Accrued expenses........................................        (76)        (286)
    Deferred revenue........................................      2,833          223
    Accrued income taxes....................................         --         (172)
                                                               --------     --------
      Net cash used in operating activities.................    (13,880)      (3,652)
                                                               --------     --------
Cash Flows from Investing Activities:
  Acquisitions of businesses and purchases of acquired
    technologies and intangibles............................     (1,570)      (6,782)
  Purchases of property and equipment.......................     (2,086)      (1,886)
  Maturities and purchases of short-term investments, net...     (2,029)       3,813
  Maturities and purchases of long-term investments, net....         --          893
  Change in other assets....................................        114          198
                                                               --------     --------
      Net cash used in investing activities.................     (5,571)      (3,764)
                                                               --------     --------
Cash Flows from Financing Activities:
  Payments of capital lease obligations.....................       (446)        (117)
  Proceeds from exercise of common stock options............        771          219
  Proceeds from employee stock purchase plan stock
    issuance................................................        174          105
  Issuance costs in connection with private placement of
    Common stock............................................        (57)          --
                                                               --------     --------
      Net cash provided by financing activities.............        442          207
                                                               --------     --------
Net decrease in Cash and Cash Equivalents...................    (19,009)      (7,209)
Cash and Cash Equivalents, beginning of period..............     20,126        9,772
                                                               --------     --------
Cash and Cash Equivalents, end of period....................   $  1,117     $  2,563
                                                               ========     ========
Supplemental Disclosure of Cash Flow Information:
  Cash paid during the period for
    Interest................................................   $    123     $      5
                                                               --------     --------
    Income taxes............................................   $     15     $    331
                                                               --------     --------
Supplemental Schedule of Noncash Investing and Financing
  Activities:
  Issuance of common stock in connection with Junglee
    investment..............................................   $     --     $  8,529
                                                               --------     --------
  Issuance of convertible notes and beneficial conversion
    feature in connection with HR Sites acquisition
    (Note 8)................................................   $  7,066     $     --
                                                               --------     --------
</TABLE>


  THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
                                  STATEMENTS.

                                       5
<PAGE>
                                 WEBHIRE, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 JUNE 30, 2000

(1) ACCOUNTING POLICIES

    (A) BASIS OF PRESENTATION

    The accompanying consolidated financial statements include the accounts of
Webhire, Inc. and its wholly-owned subsidiaries (collectively, "the Company").
All significant intercompany transactions and balances have been eliminated.

    (B) PREPARATION OF FINANCIAL STATEMENTS

    The interim financial data as of June 30, 2000 and for the three and
nine-month periods ended June 30, 2000 and 1999 is unaudited; however, in the
opinion of the Company, the interim data includes all adjustments, consisting
only of normal recurring adjustments, necessary for a fair statement of the
results for the interim periods. The results for the interim periods are not
necessarily indicative of the results for the entire year. The consolidated
financial statements should be read in conjunction with the consolidated
financial statements of Webhire, Inc. for the year ended September 30, 1999
("Fiscal 1999") included in its Annual Report on Form 10-K, filed with the
Securities and Exchange Commission.

    (C) REVISION


    The Company has revised its consolidated financial statements as of
June 30, 2000 and for the three and nine months ended June 30, 2000. The
adjustments were required to revise the accounting for the HR Sites acquisition
(Note 8) in accordance with applicable accounting guidance. The consolidated
financial statements and related notes to the consolidated financial statements
in this Form 10-Q/A reflect all such revisions through June 30, 2000. A summary
of the impact of the adjustments as of June 30, 2000 and for the three and
nine-months ended June 30, 2000 is as follows:



<TABLE>
<CAPTION>
                                                                AS OF JUNE 30, 2000
                                                              ------------------------
                                                              AS PREVIOUSLY      AS
                                                                REPORTED      RESTATED
                                                              -------------   --------
                                                                   (IN THOUSANDS)
<S>                                                           <C>             <C>
Acquired technologies, net of accumulated amortization......    $     --      $  5,941
Intangible assets, net of accumulated amortization..........      11,306         5,348
Total assets................................................      27,505        27,549
Notes payable net premium...................................         289            --
Accrued expenses............................................       2,906         3,074
Additional paid-in capital..................................      53,276        53,891
Accumulated deficit.........................................     (41,935)      (42,385)
Total stockholders equity...................................      10,663        10,828
</TABLE>


                                       6
<PAGE>
                                 WEBHIRE, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                 JUNE 30, 2000

(1) ACCOUNTING POLICIES (CONTINUED)


<TABLE>
<CAPTION>
                                                                 FOR THE THREE MONTHS
                                                                 ENDED JUNE 30, 2000
                                                              --------------------------
                                                              AS PREVIOUSLY       AS
                                                                 REPORTED      RESTATED
                                                              --------------   ---------
                                                              (IN THOUSANDS, EXCEPT PER
                                                                    SHARE AMOUNTS)
<S>                                                           <C>              <C>
Other income, net...........................................     $   240        $    42
Net loss....................................................      (9,718)        (9,916)
Basic and diluted net loss per share........................        (.67)          (.68)
</TABLE>



<TABLE>
<CAPTION>
                                                                 FOR THE NINE MONTHS
                                                                 ENDED JUNE 30, 2000
                                                              --------------------------
                                                              AS PREVIOUSLY       AS
                                                                 REPORTED      RESTATED
                                                              --------------   ---------
                                                              (IN THOUSANDS, EXCEPT PER
                                                                    SHARE AMOUNTS)
<S>                                                           <C>              <C>
Amortization of acquired technologies.......................     $  6,911      $  6,915
Amortization of intangible assets...........................        1,190         1,203
Loss from operations........................................      (26,961)      (26,978)
Other income, net...........................................          854           420
Net loss....................................................      (27,277)      (27,728)
Basic and diluted net loss per share........................        (1.88)        (1.91)
</TABLE>



    (D) DEFERRED TAX ASSETS



    The Company has provided a full valuation allowance for its deferred tax
assets since, based on the weight of available evidence, management cannot
conclude that it is more likely than not that these future benefits will be
realized.



    (E) SHORT-TERM INVESTMENTS



    The Company classifies its short-term investments as available-for-sale. At
June 30, 2000 and September 30, 1999, the Company had $2 million and $0
available-for-sale investments. Realized and unrealized gains and losses for the
periods presented were not material.


(2) RECLASSIFICATION

    Certain amounts in the prior period's financial statements have been
reclassified to conform to the current period presentation.

(3) NET LOSS PER SHARE

    Diluted earnings per share includes the effect of dilutive securities. As a
net loss is presented for the three and nine-month periods ended June 30, 2000
and June 30, 1999, the loss per share was based only on the weighted average
number of common shares outstanding. Common equivalent shares, such as stock
options and warrants, outstanding during all periods were not used, as their
inclusion would have been anti-dilutive.

                                       7
<PAGE>
                                 WEBHIRE, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                 JUNE 30, 2000

(3) NET LOSS PER SHARE (CONTINUED)
    For both the three and nine-month periods ended June 30, 2000 and June 30,
1999, all 2,587,368 and 1,358,453 potential common shares, respectively, were
excluded from the above calculation, as their effect would have been
anti-dilutive due to the Company's net loss in those periods.

(4) OTHER CURRENT ASSETS


    At June 30, 2000 the Company determined that certain prepaid software
licenses recorded in other current assets of $1,284,000 were impaired due to
suspension of operations of the providers of the software. The Company recorded
a non-cash write-off of $284,000 to cost of revenue associated with software
currently being sold; and, $1,000,000 to operating expense for software not
currently sold, for which no alternative future use is available.


(5) SOFTBANK INVESTMENT

    On July 19, 1999, the Company entered into a stock purchase agreement with
SOFTBANK Capital Partners LP and its affiliates (collectively, "SOFTBANK"),
pursuant to which SOFTBANK agreed to purchase in a private placement (the
"Private Placement") 3,960,396 shares of the Company's common stock ("Common
Stock") at a price per share of $5.05, for an aggregate purchase price of
$20 million. The purchase price of $5.05 per share represented the average
closing price of the Common Stock for the twenty trading days immediately
preceding the date the parties entered into the stock purchase agreement. The
Private Placement was consummated on September 24, 1999 upon the approval of the
stockholders of the Company.

    Also on July 19, 1999, SOFTBANK entered into a separate stock purchase
agreement with Amazon.com, Inc. ("Amazon") to purchase 1,670,273 shares of
Common Stock held by Amazon. After consummation of the Private Placement and the
acquisition of Common Stock from Amazon, SOFTBANK and its affiliates own
5,630,669 shares of Common Stock, representing approximately 38.5% and 39.1% of
the total outstanding shares as of June 30, 2000 and September 30, 1999,
respectively.

(6) YAHOO! INVESTMENT AND SERVICE AGREEMENT

    Yahoo! Inc., a SOFTBANK affiliate ("Yahoo!"), agreed to participate in the
Private Placement by purchasing 274,726 shares of Common Stock.


    Webhire and Yahoo! have entered into a service agreement on June 3, 1999
whereby, among other things, Webhire provides resume management technology and
services to Yahoo! to create an online resume database.



    In connection with this service agreement, the Company granted to Yahoo!
warrants to purchase 199,218 shares of Common Stock at $4.95 per share. The
warrants are accounted for under the variable method of accounting. The warrants
fully vested on June 3, 2000. At June 30, 2000 and September 30, 1999, the
aggregate fair value of the warrants was estimated at approximately $183,000 and
$1,381,000, respectively, using the Black-Scholes option-pricing model. The
Company recognized the expense related to the warrants over the vesting period.
In the current quarter due principally to the decline in the Company's stock
price, the Company recorded a credit of $1,723,000.


                                       8
<PAGE>
                                 WEBHIRE, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                 JUNE 30, 2000

(7) EQUITY INVESTMENTS


    The Company holds a 43% ownership interest in refer.com, inc. ("Refer")
accounted for under the equity method. Refer is an online job and networking
service that pays cash rewards to people who help their friends and business
contacts find new jobs. The Company and idealab!, a creator and operator of
Internet businesses, are the principal stockholders in Refer.



    On June 12, 2000, the Company entered into a joint venture agreement with
@viso to form Webhire Europe B.V. which will operate an Internet based workforce
recruiting services business in Europe. The Company holds a 51% ownership and
has committed to a net $500,000 cash investment in Webhire Europe B.V.


(8) ACQUIRED TECHNOLOGIES AND INTANGIBLES


    On November 18, 1998, the Company acquired certain assets and assumed
certain obligations of the Junglee Employment Services business of Amazon. In
exchange for $6 million in cash and 1,670,273 shares of Common Stock valued at
$8.5 million, Webhire received exclusive rights to Junglee's online recruitment
technologies. Webhire also acquired Junglee's Internet production sites and
assumed management and development of the employer and career site business
relationships established by Junglee Corp. ("Junglee"). Webhire did not retain
any Junglee personnel in connection with the transaction. The acquired
technologies are being amortized over two years.


    On July 9, 1999, the Company acquired 100% of the outstanding capital stock
of HireWorks, Inc. in exchange for $385,000 in cash and 312,072 shares of Common
Stock valued at approximately $1.8 million. HireWorks, Inc. is the developer of
an Internet-based candidate search agent now called WEBHIRE AGENT. The
acquisition was accounted for as a purchase and, accordingly, the results of
operations from the date of acquisition are included in the Company's
consolidated statements of operations. The purchase price was allocated to the
technology acquired and is being amortized over two years. HireWorks Inc.'s
assets, liabilities and operations were not significant to the Company.


    On December 13, 1999, the Company acquired certain assets of Human Resources
Sites International, Inc. ("HR Sites") in exchange for $1.5 million in cash plus
junior subordinated convertible promissory notes ("Notes") with a face amount
totaling $3.4 million. HR Sites was the developer of an Internet job-posting
platform that provided online job posting connections to more than 2,000 career
sites and Internet news groups. The Notes contain a beneficial conversion
feature enabling the holder to convert the principal and any accrued interest
into the Company's common stock one day prior to the scheduled maturities, or
one day prior to redemption by the Company, at a price of $9.68 per share. The
Company may redeem the Notes at any time on or after January 1, 2000 at their
sole discretion. The Notes are also convertible upon a change in control, as
defined. The Company's common stock price on the date the Notes were executed at
December 13, 1999 was $17.75. The conversion price is subject to adjustment upon
certain anti-dilution events. The Notes contain the same terms other than
differing maturities. The interest rate on both Notes is 5.6% per annum. The
Notes consist of principal amounts of $2,500,000 and $925,000 maturing on
December 14, 2000 and March 14, 2001, respectively. The Company recorded the
difference between the fair value of the Notes and the face amount of the Notes
of $3.7 million in additional-paid-capital in the fiscal quarter ended
December 31, 1999. The Company obtained a third party valuation of the Notes
which totaled $7,140,000. The total acquisition consideration amounted to


                                       9
<PAGE>
                                 WEBHIRE, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                 JUNE 30, 2000

(8) ACQUIRED TECHNOLOGIES AND INTANGIBLES (CONTINUED)
$8,640,000 including the cash paid of $1,500,000. The purchase price was
allocated to the following identifiable assets with the assistance of a third
party valuation with the following estimated lives:


<TABLE>
<CAPTION>
                                                                AMOUNT     ESTIMATED LIFE
                                                              ----------   --------------
<S>                                                           <C>          <C>
Acquired technology.........................................  $2,069,000         3
Non-compete agreements......................................     157,000         3
Customer base...............................................      24,000         5
Fixed assets................................................      20,000         1
Excess purchase price over identifiable assets..............   6,370,000         3
                                                              ----------
                                                              $8,640,000
                                                              ==========
</TABLE>



(9) COMPREHENSIVE INCOME



    Comprehensive income is defined as the change in equity of a business
enterprise during a period from transactions and other events and circumstances
from non-owner sources, including foreign currency translation adjustments and
unrealized gains and losses on marketable securities. For the three and nine
months ended June 30, 2000, comprehensive income (loss) was not materially
different from net income (loss).



(10) BUSINESS SEGMENT INFORMATION


    Effective for the year ended September 30, 1998, the Company adopted
SFAS 131, DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION,
which requires disclosure of financial and descriptive information about the
Company's reportable operating segments. The operating segments reported below
are the segments for which separate financial information is available and for
which operating profit/loss amounts are evaluated regularly by senior management
in deciding how to allocate resources and in assessing performance.

    The Company has two reportable segments, Enterprise software solutions and
Internet and transaction-based solutions, the latter of which started to emerge
in Fiscal 1997 with the offering of outsourced services (e.g., resume scanning,
acknowledgement letters) and the research and development activities undertaken
for this segment. The Internet and transaction-based solutions segment provides
outsourced management of private candidate pools via YAHOO! RECRUITER,
subscription services to public pools and job-posting sites, the job-posting
services initiated with the Junglee transaction, resume scanning, reference
checking and other fee-based staffing functions. The Enterprise software
solutions segment provides perpetual licenses to the Company's software products
and the related maintenance, training, implementation and consulting services in
support of such licenses.


    The accounting policies of the segments are the same as those described in
the summary of significant accounting policies. Expenses related to general
corporate functions such as Information Technology, Finance and Human Resources,
and general and administrative costs such as depreciation, rent and utilities
are allocated to the reportable segments based on relative headcount as a basis
of relative usage. R&D and Sales expenses are allocated by means of both
specific identification wherever possible and


                                       10
<PAGE>
                                 WEBHIRE, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                 JUNE 30, 2000


(10) BUSINESS SEGMENT INFORMATION (CONTINUED)


relative headcount as a basis of relative usage. The Company has no intersegment
sales and transfers, and does not allocate assets to the operating segments.



<TABLE>
<CAPTION>
                                                            FOR THE THREE MONTHS ENDED JUNE 30,
                                        ---------------------------------------------------------------------------
                                                   2000 RESTATED                               1999
                                        ------------------------------------   ------------------------------------
                                        INTERNET AND   ENTERPRISE    TOTAL     INTERNET AND   ENTERPRISE    TOTAL
                                        TRANSACTIONS    SOFTWARE    COMPANY    TRANSACTIONS    SOFTWARE    COMPANY
                                        ------------   ----------   -------    ------------   ----------   -------
                                                                      (IN THOUSANDS)
<S>                                     <C>            <C>          <C>        <C>            <C>          <C>
Revenue...............................    $ 2,796        $ 2,992    $  5,788     $ 1,442        $ 4,704    $  6,146
Gross margin..........................     (2,474)         1,456      (1,018)     (1,747)         3,018       1,271
Loss from operations..................     (8,030)          (758)     (8,788)     (5,034)           (18)     (5,052)
Loss from equity-method investments...                                    (5)                                    --
Other income, net.....................                                    42                                    102
                                                                    --------                               --------
Loss before income taxes..............                              $ (8,751)                              $ (4,950)
                                                                    ========                               ========
</TABLE>



<TABLE>
<CAPTION>
                                                            FOR THE NINE MONTHS ENDED JUNE 30,
                                        ---------------------------------------------------------------------------
                                                   2000 RESTATED                               1999
                                        ------------------------------------   ------------------------------------
                                        INTERNET AND   ENTERPRISE    TOTAL     INTERNET AND   ENTERPRISE    TOTAL
                                        TRANSACTIONS    SOFTWARE    COMPANY    TRANSACTIONS    SOFTWARE    COMPANY
                                        ------------   ----------   -------    ------------   ----------   -------
                                                                      (IN THOUSANDS)
<S>                                     <C>            <C>          <C>        <C>            <C>          <C>
Revenue...............................    $  6,912       $11,652    $ 18,564     $  3,449       $15,522    $ 18,971
Gross margin..........................      (7,481)        7,405         (76)      (3,864)       10,495       6,631
Loss from operations..................     (27,785)          807     (26,978)     (11,152)         (486)    (11,638)
Loss from equity-method investments...                                    (5)                                    --
Other income, net.....................                                   420                                    379
                                                                    --------                               --------
Loss before income taxes..............                              $(26,563)                              $(11,259)
                                                                    ========                               ========
</TABLE>



(11) RECENT ACCOUNTING PRONOUNCEMENTS


    In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 (SFAS 133), "Accounting for Derivative
Instruments and Hedging Activities." This statement establishes accounting and
reporting standards for derivative instruments, including some derivative
instruments embedded in other contracts (collectively referred to as
derivatives), and for other hedging activities. The Company will adopt SFAS 133
in Fiscal 2001, in accordance with SFAS 137, which deferred the effective date
of SFAS 133. The adoption of this standard in Fiscal 2001 is not expected to
have a material impact on the Company's consolidated financial statements.

    In March 2000, the Financial Accounting Standards Board issued FASB
Interpretation No. 44, "Accounting for Certain Transactions Involving Stock
Compensation--an interpretation of APB Opinion No. 25" ("FIN 44"). FIN 44
clarifies the application of APB No. 25 to certain issues including: the
definition of an employee for purposes of applying APB Opinion No. 25; the
criteria for determining whether a plan qualifies as a noncompensatory plan; the
accounting consequence of various modifications to the terms of previously fixed
stock options or awards; and the accounting for the exchange of stock

                                       11
<PAGE>
                                 WEBHIRE, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                 JUNE 30, 2000


(11) RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

compensation awards in a business combination. FIN 44 is effective July 1, 2000,
but certain conclusions in FIN 44 are applicable retroactively to specific
events occurring after either December 15, 1998 or January 12, 2000. The Company
does not expect the application of FIN 44 to have a material impact on the
Company's financial position or results of operations.


(12) SUBSEQUENT EVENTS



    On July 10, 2000, the Company entered into a stock purchase agreement with
Korn/Ferry International, SOFTBANK, GMN Investors II, L.P., Aventine
International Fund and Bricoleur Partners II, L.P., whereby the Company agreed
to issue an aggregate of 6,808,512 shares of Common Stock, at a price per share
of $2.35, for an aggregate purchase price of approximately $16 million. These
funds were received by the Company during the period from August 2, 2000 to
August 24, 2000.


                                       12
<PAGE>

Item 2 of Part 1 is amended and restated as follows:


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

                                 WEBHIRE, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
            FOR THE THREE AND NINE MONTH PERIODS ENDED JUNE 30, 2000

    THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES. THE STATEMENTS CONTAINED IN THIS REPORT THAT ARE NOT PURELY
HISTORICAL ARE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF
THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES AND
EXCHANGE ACT OF 1934, AS AMENDED. FORWARD-LOOKING STATEMENTS INCLUDE, WITHOUT
LIMITATION, STATEMENTS CONTAINING THE WORDS "ANTICIPATES", "BELIEVES",
"EXPECTS", "INTENDS", "FUTURE", AND WORDS OF SIMILAR MEANING WHICH EXPRESS
MANAGEMENT'S BELIEF, EXPECTATIONS OR INTENTIONS REGARDING THE COMPANY'S FUTURE
PERFORMANCE. ALL FORWARD-LOOKING STATEMENTS INCLUDED IN THIS REPORT ARE BASED ON
INFORMATION AVAILABLE TO THE COMPANY ON THE DATE HEREOF, AND THE COMPANY HAS NO
OBLIGATION TO UPDATE ANY SUCH FORWARD- LOOKING STATEMENTS. THE COMPANY'S ACTUAL
RESULTS COULD DIFFER MATERIALLY FROM ITS HISTORICAL OPERATING RESULTS AND FROM
THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN
FACTORS, INCLUDING, WITHOUT LIMITATION, THOSE SET FORTH BELOW, UNDER "FACTORS
AFFECTING FUTURE OPERATING RESULTS".

CONSOLIDATED RESULTS OF OPERATIONS
(IN THOUSANDS)

    REVENUE

    Total revenue for the three and nine-month periods ended June 30, 2000 was
$5,788 and $18,564 compared to $6,146 and $18,971 for the three and nine-month
periods ended June 30, 1999.

    PRODUCT REVENUE.  Product revenue, which relates to the enterprise software
solutions segment, was $391 for the three months ended June 30, 2000 compared to
$1,593 for the three months ended June 30, 1999. For the nine months ended
June 30, 2000, product revenue was $3,176 compared to $6,129 for the comparable
1999 period. Protracted sales cycles resulting from the transition to an
Internet/intranet product line, the introduction in the market of competitive
Internet-based and outsourced solutions, a general stagnation in sales of
client-server software solutions, and Year 2000 and other information technology
constraints were the primary contributors to the decrease. Because the Company's
product revenue consists of a small number of large dollar transactions, wide
fluctuations can be experienced from period to period. Such fluctuations are not
necessarily indicative of future results.

    SERVICES REVENUE.  Services revenue--Enterprise was $2,601 for the three
months ended June 30, 2000 compared to $3,111 for the three months ended
June 30, 1999. For the nine months ended June 30, 2000, services
revenue--Enterprise decreased to $8,476 from $9,393 for the comparable 1999
period. Services revenue--Internet increased 94% to $2,796 for the three months
ended June 30, 2000 from $1,442 for the three months ended June 30, 1999. For
the nine months ended June 30, 2000, services revenue--Internet increased 100%
to $6,912 from $3,449 for the comparable 1999 period. The increase for both
periods was attributable to the continued growth of the YAHOO! RECRUITER
customer base, the addition of the candidate sourcing services, WEBHIRE AGENT
and YAHOO! RESUMES, introduced during the first fiscal quarter of 2000 and the
addition of OUTSOURCED WEBHIRE ENTERPRISE and WEBHIRE JOB SITE HOSTING,
introduced during the second fiscal quarter of 2000.

    COST OF REVENUE

    COST OF PRODUCT REVENUE.  Cost of product revenue represented 94% and 28% of
total product revenue for the three and nine months ended June 30, 2000,
respectively, as compared to 14% and 10% for

                                       13
<PAGE>
the three and nine months ended June 30, 1999, respectively. The increase as a
percentage of product revenue is due primarily to increased costs in royalties
due under third-party licensing arrangements for the WEBHIRE ENTERPRISE product
set to expire in the fourth fiscal quarter.


    NON-CASH WRITE-DOWN OF OTHER ASSETS.  The Company recorded a non-cash
write-off of other assets of $284 for the three months ended June 30, 2000
relating to the impairment of prepaid software licenses from a company that has
suspended operations during the third fiscal quarter for which there is no
alternative future use.



    COST OF SERVICES REVENUE



    Cost of services revenue--Enterprise decreased 40% to $883 for the three
months ended June 30, 2000 from $1,465 for the three months ended June 30, 1999.
For the nine months ended June 30, 2000, cost of services revenue--Enterprise of
$3,079 decreased 30% from $4,410 for the comparable 1999 period. The decrease is
due to management's continued cost containment efforts.



    Cost of services revenue--Internet increased 129% to $2,918 for the three
months ended June 30, 2000 from $1,275 for the three months ended June 30, 1999.
For the nine months ended June 30, 2000, cost of services revenue--Internet of
$7,478 increased 163% from $2,847 for the comparable 1999 period. The increase
in absolute dollars is principally attributable to costs associated with
building the infrastructure and operations to support the expanding YAHOO!
RECRUITER customer base and increased costs in royalties due under third-party
licensing arrangements for the YAHOO! RECRUITER product.



    AMORTIZATION OF ACQUIRED TECHNOLOGIES.  In connection with the acquisition
of HR Sites in the fiscal quarter ended December 31, 1999 the Company recorded
acquired technology which will be amortized to expense over a three year
estimated life.


    OPERATING EXPENSES

    RESEARCH AND DEVELOPMENT.  Research and development expenses were $2,955 or
51% of total revenue for the three months ended June 30, 2000 as compared to
$2,152 or 35% of total revenue for the comparable Fiscal 1999 period. For the
nine-month period ended June 30, 2000, research and development expenses were
$9,298 or 50% of total revenue as compared to $5,553 or 29% of total revenue for
the comparable Fiscal 1999 period. This increase is primarily due to increases
in both personnel and consulting expenses in support of the Company's new and
existing product development initiatives and its quality assurance programs. The
Internet and transaction-based solutions segment accounted for 77% and 81% of
total research and development expenses for the three and nine-month periods
ended June 30, 2000, as compared to 53% and 46% for the comparable Fiscal 1999
periods. All of the Company's research and development costs have been expensed
as incurred.

    SALES AND MARKETING.  Sales and marketing expenses were $3,019 or 52% of
total revenue and $10,004 or 54% of total revenue for the three and nine month
periods ended June 30, 2000, respectively, as compared to $2,561 or 42% of total
revenue and $8,523 or 45% of total revenue for the comparable Fiscal 1999
periods. The increase in absolute dollars is due primarily to expansion of the
Internet sales organization and increased marketing efforts to promote YAHOO!
RECRUITER and several new product offerings. The Internet and transaction-based
solutions segment accounted for 82% and 74% of total sales and marketing
expenses for the three and nine-month periods ended June 30, 2000, respectively,
as compared to 47% and 39% of total sales and marketing expenses for the
comparable Fiscal 1999 periods. The Company expects that sales and marketing
expenses may vary from quarter to quarter as a percentage of total revenue.


    NON-CASH WRITE-OFF OF OTHER ASSETS.  The Company recorded a non-cash
write-off of other assets of $1,000 for the three months ended June 30, 2000
relating to the impairment of prepaid royalties for


                                       14
<PAGE>

software not currently sold from a company that has suspended operations during
the third fiscal quarter for which there is no alternative future use.


    GENERAL AND ADMINISTRATIVE.  General and administrative expenses were $1,974
or 34% of total revenue and $5,386 or 29% of total revenue for the three and
nine-month periods ended June 30, 2000, respectively, as compared to $1,610 or
26% of total revenue and $4,193 or 22% of total revenue for the comparable
Fiscal 1999 periods. The absolute dollar increase for both periods of Fiscal
2000 as compared to Fiscal 1999 is the result of personnel increases in support
of the Company's infrastructure and increased accounts receivable reserves due
to the impending discontinuation of support of one of the Companies existing
products.


    AMORTIZATION OF INTANGIBLE ASSETS



    In connection with the acquisition of HR Sites in the fiscal quarter ended
December 31, 1999 the Company recorded intangible assets including non-compete
agreements, a customer base and excess purchase price over identifiable assets
which will be amortized to expense over estimated useful lives of between
3-5 years.



    STOCK-BASED CONSIDERATION



    Stock-based consideration was $(1,723) and $11 for the three and nine-month
periods ended June 30, 2000, respectively, as compared to $0 for both the
comparable periods of Fiscal 1999. Stock-based consideration is due to warrants
granted to Yahoo! in connection with a service agreement between Yahoo! and the
Company. The Company recognized the expense under the variable accounting method
related to the warrants over the vesting period. The amount recognized
fluctuated from period to period based on fluctuations in the Company's stock
price.


    OTHER INCOME, NET


    Other income decreased to $42 for the three months ended June 30, 2000 from
$102 for the three months ended June 30, 1999. For the nine months ended
June 30, 2000, other income increased to $420 from $379 for the comparable 1999
period. Other income consists of interest earned on investments offset by
accrued interest on Convertible Notes Payable.


    PROVISION FOR INCOME TAXES


    For the three and nine months ended June 30, 2000 the Company recorded an
additional $1.2 million valuation allowance to reserve for the full amount of
its net deferred tax assets since, based on the weight of available evidence,
management cannot conclude that it is more likely than not that these future
benefits will be realized.


RECENT ACCOUNTING PRONOUNCEMENTS

    In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 (SFAS 133), "Accounting for Derivative
Instruments and Hedging Activities." This statement establishes accounting and
reporting standards for derivative instruments, including some derivative
instruments embedded in other contracts (collectively referred to as
derivatives), and for other hedging activities. The Company will adopt SFAS 133
in Fiscal 2001, in accordance with SFAS 137, which deferred the effective date
of SFAS 133. The adoption of this standard in Fiscal 2001 is not expected to
have a material impact on the Company's consolidated financial statements.

    In March 2000, the Financial Accounting Standards Board issued FASB
Interpretation No. 44, "Accounting for Certain Transactions Involving Stock
Compensation--an interpretation of APB Opinion No. 25" ("FIN 44"). FIN 44
clarifies the application of APB No. 25 to certain issues including: the

                                       15
<PAGE>
definition of an employee for purposes of applying APB Opinion No. 25; the
criteria for determining whether a plan qualifies as a noncompensatory plan; the
accounting consequence of various modifications to the terms of previously fixed
stock options or awards; and the accounting for the exchange of stock
compensation awards in a business combination. FIN 44 is effective July 1, 2000,
but certain conclusions in FIN 44 are applicable retroactively to specific
events occurring after either December 15, 1998 or January 12, 2000. The Company
does not expect the application of FIN 44 to have a material impact on the
Company's financial position or results of operations.

LIQUIDITY AND CAPITAL RESOURCES
(IN THOUSANDS)


    At June 30, 2000, the Company had cash and cash equivalents and short-term
investments of $3,146, a decrease of $16,980 from $20,126 at September 30, 1999.



    Cash used in operating activities was $13,880 during the nine-month period
ended June 30, 2000. Use of cash in operating activities consisted mainly of the
net loss for the nine-month period of $27,728, the offsetting effects of
depreciation and amortization of $10,115, a non-cash write-off of other assets
of $1,284, a full valuation allowance on deferred tax assets of $1,068 and
fluctuations in certain assets and liabilities.



    The Company used $5,571 in investing activities during the first nine months
of Fiscal 2000, principally for the purchase of property and equipment of $2,086
(primarily computer equipment), the purchases of short-term investments of
$2,029, and the acquisition of HR sites of $1,500.


    Net cash provided by financing activities for the nine-month period ended
June 30, 2000 was $442, consisting principally of the proceeds from the exercise
of common stock options of $771, the proceeds from the issuance of employee
stock purchase plan stock of $174 and the offsetting effects of payments on
capital leases of $446.

    To date, the Company has not invested in derivative securities or any other
financial instruments that involve a high level of complexity or risk. Cash has
been, and the Company contemplates that it will continue to be, invested in
interest bearing, investment grade securities.

    From time to time, the Company may evaluate potential acquisitions of
products, businesses and technologies that may complement or expand the
Company's business. Any such transactions consummated may use a portion of the
Company's working capital and/or require the issuance of equity or debt.


    On July 10, 2000, the Company entered into a stock purchase agreement with
Korn/Ferry International, SOFTBANK, GMN Investors II, L.P., Aventine
International Fund and Bricoleur Partners II, L.P., whereby the Company agreed
to issue an aggregate of 6,808,512 shares of Common Stock, at a price per share
of $2.35, for an aggregate purchase price of approximately $16 million. These
funds were received by the Company during the period from August 2, 2000 to
August 24, 2000. The Company believes that its current cash and cash equivalent
balance along with the additional financing will be sufficient to meet its
working capital expenditures through the near term.


FACTORS AFFECTING FUTURE OPERATING RESULTS

    An investment in our Common Stock involves various risks. Before investing
in our Common Stock, you should carefully consider the following risk factors.
These risk factors are not exhaustive and should be read together with the other
reports and documents that we file with the Securities and Exchange Commission,
which may include additional or more current information that should be
considered in making an investment in us.

                                       16
<PAGE>
IF WE ARE UNABLE TO OBTAIN ADDITIONAL CAPITAL AS NEEDED IN THE FUTURE, OUR
BUSINESS MAY BE ADVERSELY AFFECTED.

    Because the proposed financing with Korn/Ferry, SOFTBANK, et. al. was
completed on August 10, 2000, we currently anticipate that our available cash
will be sufficient to meet our anticipated working capital and capital
expenditure requirements through the near term. However, we may need to raise
additional capital to meet our needs in the longer term to fund more rapid
expansion to develop new services and to enhance existing services in response
to competitive pressures, and to acquire complementary services, businesses or
technologies. In the event our operations are not profitable or do not generate
sufficient cash to fund the business, or if we fail to receive money to meet our
obligations, we may have to substantially cut back our level of operations.
These reductions could, in turn, affect our relationships with our strategic
partners and customers and threaten our ability to continue as an ongoing
concern. If we raise additional funds through further issuance of equity or
convertible debt securities, the percentage of ownership of our current
stockholders will be reduced and such securities may have rights, preferences
and privileges senior to those of our current stockholders. In addition, we may
not be able to obtain such financing on terms favorable to us, if at all. If
adequate funds are not available or are not available on terms favorable to us,
our business, results of operations and financial condition could be materially
and adversely affected.

TO COMPETE EFFECTIVELY, WE MUST ADAPT QUICKLY TO ADVANCES IN TECHNOLOGY AND
CHANGES IN CUSTOMER REQUIREMENTS.

    The market for automated recruiting products and services is undergoing
rapid changes including continuing advances in technology and changes in
customer requirements and preferences. These market dynamics have been amplified
by the emergence of the Internet as a tool for recruiting solutions. Our future
success will depend in significant part on our ability to continually improve
the performance, features and reliability of our software and services in
response to the evolving demands of the marketplace and competitive product
offerings. Any failure on our part to quickly develop products and services that
address changes in technology or customer demands will likely result in loss of
market share to a competitor.

OUR BUSINESS IS DEPENDENT ON THE DEVELOPMENT AND MAINTENANCE OF THE INTERNET
INFRASTRUCTURE.

    Our success will depend, in large part, upon the development and maintenance
of the Internet infrastructure as a reliable network backbone with the necessary
speed, data capacity and security, and timely development of enabling products,
such as high-speed modems, for providing reliable Internet access and services.
We cannot assure you that the Internet infrastructure will continue to
effectively support the demands placed on it as the Internet continues to
experience increased numbers of users, greater frequency of use or increased
bandwidth requirements of users. Even if the necessary infrastructure or
technologies are developed, we may have to spend considerable resources to adapt
our offerings accordingly. Furthermore, in the past, the Internet has
experienced a variety of outages and other delays. Any future outages or delays
could affect the Internet sites on which our customers' job advertisements are
posted and the willingness of employers and job seekers to use our online
recruitment offerings. If any of these events occur, our business, results of
operations and financial condition could be materially and adversely affected.

WE HAVE RECENTLY EXPANDED OUR TECHNOLOGY INTO SEVERAL NEW BUSINESS AREAS AND
CANNOT BE CERTAIN THAT OUR EXPANSION WILL BE SUCCESSFUL.

    We have recently expanded our technology into products and services that can
be offered over the Internet to foster long-term growth. These areas are
relatively new to our product development, sales and marketing personnel. We
cannot be assured that the markets for these products and services will develop

                                       17
<PAGE>
or that it will be able to compete effectively or will generate significant
revenues in these new areas making our success in this area difficult to
predict.

    The success of Internet computing and, in particular, our current Internet
computing software products and services is difficult to predict because
Internet computing represents a method of computing that is new. The success of
Internet computing will depend in large measure on (i) the lower cost of
ownership of Internet computing relative to client/server architecture,
(ii) the ease of use and administration relative to client/server architecture,
and (iii) how hardware and software vendors choose to compete in this market.
There can be no assurances that sufficient numbers of vendors will undertake
this commitment, that the market will accept Internet computing or that Internet
computing will generate significant revenues for us.

OUR BUSINESS MODEL IS UNPROVEN.

    We began offering online subscriptions for Yahoo! Recruiter (formerly
Webhire Recruiter) in Fiscal 1998. Product revenue from software sales are
expected over a relatively short period of time to become a much smaller
component of our revenue. Maintenance revenue associated with product sales will
also decrease over time. Our long-term business model and profit potential are
unproven. To be successful, we must develop and market online recruitment
offerings that achieve broad market acceptance by employers, job seekers and
interactive media companies.

    It is possible that we will be required to further adapt our business model
in response to additional changes in the online recruitment market or if our
current business model is not successful. If we are not able to anticipate
changes in the online recruitment market or if our business model is not
successful, our business, results of operations and financial condition will be
materially and adversely affected.

WE MAY BE UNABLE TO CONTINUE TO BUILD CUSTOMER AWARENESS.

    We believe that continuing to build brand recognition is critical to
achieving widespread acceptance of our online recruitment offerings. Brand
recognition is a key-differentiating factor among providers of online
recruitment offerings and we believe it could become more important as
competition in the online recruitment market increases. We may find it necessary
to accelerate expenditures on our sales and marketing efforts or otherwise
increase our financial commitment to creating and maintaining brand awareness
among potential customers. If we fail to successfully promote and maintain our
brand or incur significant expenses in promoting our brand, our business,
results of operations and financial condition could be materially and adversely
affected.

THE GROWTH IN DEMAND FOR AUTOMATED RECRUITING SOFTWARE AND SERVICES AND THE USE
OF THE INTERNET AS A RECRUITING MEDIUM ARE UNCERTAIN.

    Our future success substantially depends on broader recognition of the
potential benefits of automated recruiting software and services and the growth
in demand for these products and services. It is difficult to assess the size of
the market that will develop and the rate at which it will develop. If the
market does not develop as we anticipate, or if it develops more slowly than we
expect, our business, operating results and financial condition will be
materially and adversely affected.

    Our future is highly dependent on a significant increase in the use of the
Internet as a recruiting medium. The online recruitment market is new and
rapidly evolving, and we cannot yet gauge its effectiveness as compared to
traditional recruiting methods. As a result, demand and market acceptance of
online recruitment offerings are uncertain. The adoption of online recruiting,
particularly by those entities that have historically relied upon traditional
methods of recruiting, requires the acceptance of a new way of conducting
business, exchanging information and advertising for jobs. We cannot assure you
that the online recruitment market will continue to emerge or become
sustainable. If the online recruitment market fails

                                       18
<PAGE>
to develop or develops more slowly than we expect, our business, results of
operations and financial condition will be materially and adversely affected.

OUR COMPUTER SYSTEMS COULD FAIL OR OVERLOAD.

    The success of our online recruitment offerings depends highly on the
efficient and uninterrupted operation of our computer and communications
systems. Power loss, telecommunications failures, computer viruses, electronic
break-ins or other similar disruptive problems could damage or cause
interruptions in these systems. If our systems are affected by any of these
occurrences, our business, results of operations and financial condition could
be materially and adversely affected. Our insurance policies may not cover, or
if covered, may not adequately compensate us for, any losses that may occur due
to any failures or interruptions in our systems. We do not presently have any
secondary "off-site" systems or a formal disaster recovery plan.

    In addition, we must accommodate a high volume of traffic and deliver
frequently updated information. Our websites have in the past and may in the
future experience slower response times or decreased traffic for a variety of
reasons. In addition, our users depend on Internet service providers and other
internet site operators for access to our websites. Many of the Internet service
providers have experienced significant outages in the past, and could experience
outages, delays and other difficulties due to system failures unrelated to our
systems.

    If we experience any of these problems, our business, results of operations
and financial condition could be materially and adversely affected.

OUR NEW PRODUCT INTRODUCTIONS MAY HAVE DEFECTS WHICH COULD RESULT IN ADVERSE
PUBLICITY OR HAVE OTHER NEGATIVE EFFECTS.

    As the marketplace for recruiting solutions continues to evolve, we plan to
develop and introduce new products and services to enable us to effectively meet
the changing needs of the market. Products as complex as those we offer may
contain undetected errors when first introduced or when new versions are
released. In the past, despite prior testing, we have discovered software errors
in some of our products after their introduction. Product defects may result in
adverse publicity, loss of or delay in market acceptance, injury to our
reputation and brand awareness, or claims against us, any one of which could
have a material adverse effect on our business, results of operations and
financial condition.

WE HAVE SIGNIFICANT COMPETITION FROM A VARIETY OF SOURCES.

    The market for recruitment solutions is intensely competitive and highly
fragmented. Although few companies directly compete with us, there are a large
number of job boards, search firms, and portal sites that are vying for their
share of the overall corporate recruiting budget. Although we do not compete
with companies that offer a single database "job board" solution, such as
Monster.com and Career Mosaic, these companies compete with Yahoo!, our major
partner. We expect to face additional competition as other established and
emerging companies, including print media companies and employee recruiting
agencies with established brands, enter the online recruitment market.

    Many of our current and potential competitors have significantly greater
financial, technical, marketing and other resources than we do. In addition,
current and potential competitors may make strategic acquisitions or establish
cooperative relationships to expand their offerings and to offer more
comprehensive solutions.

    We believe that there will be rapid business consolidation in the online
recruitment industry. Accordingly, new competitors may emerge and rapidly
acquire significant market share. In addition, new technologies will likely
increase the competitive pressures that we face. The development of competing
technologies by market participants or the emergence of new industry standards
may adversely affect our

                                       19
<PAGE>
competitive position. An increase in competition could result in price
reductions, limitations of access to key content on the web, render our existing
software and services obsolete or unmarketable and/or result in loss of market
share.

WE MUST MANAGE OUR GROWTH IN ORDER TO ACHIEVE DESIRED RESULTS.

    The evolution of our business and the expansion of our customer base have
resulted in substantial growth in the number of our employees and the scope of
our operations of the last few years. Our future results of operations will
depend in part on the ability of our officers and other key employees to
continue to implement our operational, customer support and financial control
systems and to expand, train, and manage our employee base.

THE SUCCESSFUL OPERATION OF OUR BUSINESS DEPENDS IN LARGE PART ON OUR
  RELATIONSHIPS WITH THIRD PARTIES.

    A key element of our business strategy is to develop relationships with
leading industry organizations in order to increase our market presence, expand
distribution channels and broaden our product line. We believe that our
continued success depends in large part on our ability to maintain such
relationships and cultivate additional relationships. There can be no assurance
that our existing strategic partners will not discontinue their relationships
with us, or that we will be able to develop successfully additional strategic
relationships.

    In addition, certain technology incorporated in our software is licensed
from third parties on a nonexclusive basis. The termination of any of these
licenses, or the failure of the third-party licensors to maintain adequately or
update their products, could result in delay in our ability to ship certain of
our products while we seek to implement technology offered by alternative
sources. In addition, any required replacement licenses could prove more costly
than our current license relationships and might not provide technology as
powerful and functional as the third-party technology we currently license.
Also, any such delay, to the extent it becomes extended or occurs at or near the
end of a fiscal quarter, could have a material adverse effect on our results of
operations for that quarter. While it may be necessary or desirable in the
future to obtain other licenses relating to one or more of our products or
relating to current or future technologies, we may not be able to do so on
commercially reasonable terms or at all.

OUR OPERATING RESULTS MAY BE SUBJECT TO SIGNIFICANT QUARTERLY FLUCTUATIONS.

    Our results of operations have been, and may in the future be, subject to
significant quarterly fluctuations. Such fluctuations could be due to a variety
of factors, including the following:

    - the fact that our product revenue consists of a relatively small number of
      large dollar transactions and, as a result, may fluctuate significantly
      from one quarter to another if the number of transactions completed varies
      slightly;

    - the introduction of new products by us or our competitors;

    - the capital spending patterns of our customers;

    - our sales incentive strategy which is based in part on annual sales
      targets;

    - the fact that a substantial portion of our product revenue often occurs
      during the last few weeks of each quarter and, as a result, any delays in
      orders or shipments are more likely to result in revenue not being
      recognized until the following quarter; and

    - our current expense levels are based in part on our expectations of future
      revenue and, as a result, net income for a given period could be
      disproportionately affected by any reduction in revenue.

    To the extent our level of revenue in the future decreases from past levels
or in some future quarter our revenue or operating results are below the
expectations of stock market securities analysts and

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investors, our profitability and the price of our common stock is likely to be
materially and adversely affected.

ONE LARGE STOCKHOLDER BENEFICIALLY OWNS APPROXIMATELY 37% OF OUR OUTSTANDING
STOCK, IS REPRESENTED ON OUR BOARD OF DIRECTORS AND HAS RIGHTS TO PARTICIPATE IN
CERTAIN OF OUR TRANSACTIONS. SUCH STOCKHOLDER'S INTERESTS COULD CONFLICT WITH
YOURS AND SIGNIFICANT SALES OF STOCK HELD BY IT COULD HAVE A NEGATIVE EFFECT ON
OUR STOCK PRICE.

    As of June 30, 2000, SOFTBANK beneficially owned approximately 37% of our
outstanding Common Stock. In addition, SOFTBANK's affiliate Yahoo! Inc., of
which SOFTBANK owns approximately 27.8%, owned approximately 2% of our
outstanding Common Stock. As a result of their stock ownership, SOFTBANK and its
affiliate have significant control over all matters requiring stockholder
approval, including the election of directors and approval of significant
corporate transactions, and their interests could conflict with those of other
stockholders. Such concentration of ownership may also have the effect of
delaying or preventing a change in control of Webhire. In addition, sales of
significant amounts of shares held by these entities, or the prospect of these
sales, could adversely affect the market price of our common stock.

    SOFTBANK has the right to nominate two members of our Board of Directors,
which currently consists of 5 members (one of whom is a SOFTBANK
representative), and so long as it continues to hold at least 10% of our
outstanding Common Stock, it is entitled to nominate one director each time a
class of directors in which one of its representatives serves is subject to
election. Furthermore, one of SOFTBANK's directors is entitled to serve as a
member of the Board's audit and compensation committees. As a result of
SOFTBANK's board representation, it has significant influence on all matters
requiring Board approval.

    In addition, in the event we propose to enter into a joint venture for
operations in the United Kingdom, continental Europe or Japan, or a business
transaction with any competitor of SOFTBANK's affiliate ZDNet, we are required
by the terms of the stock purchase agreement pursuant to which SOFTBANK acquired
our common stock to offer SOFTBANK or one of its affiliates the opportunity to
participate in the transaction on mutually acceptable terms and conditions. As a
result of these requirements, potential third parties may be reluctant to
negotiate joint ventures or business transactions with us because they know
SOFTBANK and its affiliates will be given the opportunity to participate in such
transactions.

WE DEPEND ON KEY PERSONNEL WHO MAY NOT CONTINUE TO WORK FOR US.

    Our future success depends to a significant extent on our senior management
and other key employees, many of whom have acquired specialized knowledge and
skills with respect to our operations. As a result, if any of these individuals
were to leave Webhire, we could face substantial difficulty in hiring qualified
successors and could experience a loss of productivity while any such successor
obtains the necessary training and experience. We also believe that our future
success will depend in large part on our ability to attract and retain
additional key employees. Competition for qualified personnel in the high tech
industry is intense. If we do not succeed in attracting new personnel, or
retaining and motivating existing personnel, our business will be adversely
affected.

OUR STOCK PRICE MAY EXPERIENCE EXTREME PRICE AND VOLUME FLUCTUATIONS AND OUR
STOCKHOLDERS MAY NOT BE ABLE TO RESELL THEIR SHARES AT OR ABOVE THEIR PURCHASE
PRICE.

    We cannot predict the extent to which investors' interest in us will lead to
a stable trading market or how liquid the market might become. The stock market
in general and the market prices of shares in technology companies, particularly
those such as ours that offer Internet-based products and services, have

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been extremely volatile and have experienced fluctuations that have often been
unrelated or disproportionate to the operating performance of such companies.
The market price of our Common Stock could be highly volatile and subject to
wide fluctuations in response to many factors, including the following:

    - quarterly variations in our results of operations;

    - adverse business developments impacting Webhire;

    - changes in financial estimates by securities analysts;

    - investor perception of Webhire and online recruitment services in general;

    - announcements by our competitors of new products and services; and

    - fluctuations in our common stock price, which may affect our visibility
      and credibility in the online recruitment market.

    In the event of broad fluctuations in the market price of our Common Stock,
purchasers of our Common Stock may be unable to resell their shares at or above
their purchase price.

IT IS DIFFICULT TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS.

    We regard our intellectual property rights as critical to our success and
rely on a combination of copyright and trade secret laws, employee and
third-party non-disclosure agreements and other methods to protect these rights.
We cannot be assured that the measures we have taken to protect our proprietary
rights will be adequate to prevent misappropriation of our technology or
independent development by others of similar technology. Our inability to
protect our proprietary rights would have a material adverse effect on our
business, results of operations and financial condition.

WE MAY BE SUBJECT TO COSTLY INTELLECTUAL INFRINGEMENT CLAIMS.

    As the number of products and services in our industry increases and these
solutions further overlap, the likelihood that our current or future products
may become subject to infringement claims increases. Although we are not
currently the subject of any intellectual property litigation, there has been
substantial litigation regarding copyright, patent and other intellectual
property rights involving computer software companies. Any claims or litigation,
with or without merit, could be costly and could result in a diversion of
management's attention, which could have a material adverse effect on our
business, results of operations and financial condition. Adverse determinations
in such claims or litigation may require us to obtain a license and/or pay
damages, which could also have a material adverse effect on our business,
results of operations and financial condition.

WE MAY BE SUBJECT TO PRODUCT LIABILITY CLAIMS.

    Although we have not experienced any product liability claims to date, the
sale and support of our products and the incorporation of products from other
companies may entail the risk of product liability claims. Our license
agreements with our customers typically contain provisions intended to limit our
exposure to such claims. For example, we limit our contractual warranties on
"Year 2000" compliance to objective performance standards that we have tested,
and we do not make any warranties for nonconformance if our software products
are combined with other software or data that is not conducive to accurately
calculating, comparing or sequencing date and time data between the twentieth
and twenty-first centuries. There can be no guarantee, however, that such
provisions will be effective in limiting our exposure. A successful product
liability action brought against us could adversely affect our business, results
of operations and financial condition.

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<PAGE>
ANTI-TAKEOVER PROVISIONS COULD MAKE IT MORE DIFFICULT FOR A THIRD PARTY TO
  ACQUIRE US.


    Our Board of Directors has the authority to issue up to 5,000,000 shares of
preferred stock and to determine the price, rights, preferences, privileges and
restrictions, including voting rights, of those shares without any further vote
or action by the stockholders. The rights of the holders of Common Stock may be
subject to, and may be adversely affected by, the rights of the holders of any
preferred stock that may be issued in the future. The issuance of preferred
stock may have the effect of delaying, deferring or preventing a change of
control without further action by the stockholders and may adversely affect the
voting and other rights of the holders of Common Stock. We have no present plans
to issue shares of preferred stock. Further, certain provisions of our charter
documents, including provisions eliminating the ability of stockholders to take
action by written consent, providing for a staggered board of directors and
limiting the ability of stockholders to raise matters at a meeting of
stockholders without giving advance notice, may have the effect of delaying or
preventing changes in control or management, which could have an adverse effect
on the market price of our stock.


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<PAGE>
                                 WEBHIRE, INC.


SIGNATURES


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

                                          WEBHIRE, INC.

                                                   /s/ MARTIN J. FAHEY

                                          --------------------------------------
                                                     Martin J. Fahey
                                                 CHIEF EXECUTIVE OFFICER

                                                  /s/ STEPHEN D. ALLISON

                                          --------------------------------------
                                                    Stephen D. Allison
                                                 CHIEF FINANCIAL OFFICER


Date: September 26, 2000


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