Filed pursuant to Rule 424(b)(3)
Registration No. 333-92599
2nd SUPPLEMENT TO FORM SB-2
FILED BY SMARTSERV ONLINE, INC.
ON JANUARY 7, 2000
REGISTRATION NO. 333-92599
Since the date of the prospectus, The Zanett Securities Corporation, a
selling stockholder named in the "Selling Stockholders" table in the prospectus,
has transferred all of its warrants to Claudio Guazzoni, David McCarthy and
Samuel Millbank (collectively the "Transferees"), who were not named as selling
stockholders in the prospectus. Accordingly, the "Selling Stockholders" table of
the prospectus is supplemented to reflect the shares beneficially owned and to
be sold by the Transferees. The total number of shares offered by the
prospectus, as supplemented by this prospectus supplement, remains unchanged.
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<PAGE>
SELLING STOCKHOLDERS
The shares being offered for resale by the selling stockholders consist
of the shares of common stock held by Arnhold and S. Bleichroeder, Inc. and
shares of common stock and shares of common stock underlying warrants to
purchase common stock held by the other named selling stockholders. Other than
consulting arrangements with Bruno Guazzoni and Steven Rosner, investment
advisory relationships with The Zanett Securities Corporation (of which David
McCarthy, Samuel Millbank and Claudio Guazzoni are principals) and Spencer Trask
Securities, Incorporated (which is related to Spencer Trask Holdings Inc. and
Kevin Kimberlin Partners, L.P.) and that Claudio Guazzoni, a selling
stockholder, is a director of SmartServ, none of the selling stockholders have
and, within the past three years have not had, any position, office or other
material relationship with us or any of our predecessors or affiliates.
The following table sets forth the name of the selling stockholders,
the number of shares of common stock beneficially owned by the selling
stockholders as of May 15, 2000 and the number of shares of common stock being
offered by the selling stockholders. The shares being offered hereby are being
registered to permit public secondary trading, and the selling stockholders may
offer all or part of the shares for resale from time to time. However, the
selling stockholders are under no obligation to sell all or any portion of such
shares nor are the selling stockholders obligated to sell any shares immediately
under this prospectus. All information with respect to share ownership has been
furnished by the selling stockholders. Because the selling stockholders may sell
all or part of their shares, no estimates can be given as to the number of
shares of common stock that will be held by the selling stockholders upon
termination of any offering made hereby.
<TABLE>
<CAPTION>
Shares of Common Shares of Beneficial Ownership
Stock Beneficially Common Stock After Offering If All
Selling Stockholders Owned to be Sold Share Are Sold
-------------------- -------------- -------------- --------------
<S> <C> <C> <C>
Arnhold and S. Bleichroeder, Inc. 196,470 196,470 0
Adam Stern 89,750 89,750 0
Jackie Fabry 1,000 1,000 0
A. Emerson Martin 8,250 8,250 0
William Dioguardi 40,833 40,833 0
Donna Baselice 1,833 1,833 0
Thomas Hutzel 1,167 1,167 0
Ronald Luken 1,000 1,000 0
Spencer Trask Holdings Inc. 62,000 62,000 0
Kevin Kimberlin Partners, L.P. 277,500 277,500 0
Stephen R. Connoni 100,000 100,000 0
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Michael R. Rubino, Jr. 50,000 50,000 0
George Karfunkel 50,000 50,000 0
Bruno Guazzoni 888,703 888,703 0
Steven Rosner 407,500 407,500 0
Stephen P. Harrington 104,167 104,167 0
Robert Rosner IRA 41,667 41,667 0
Harvey and Donna Sternberg 20,833 20,833 0
Claudio Guazzoni 60,722 60,722 0
David McCarthy 60,722 60,722 0
Samuel Millbank 30,361 30,361 0
Zanett Lombardier, Ltd. 63,604 63,604 0
-------- -------- -------
Total 2,558,082 2,558,082 0
-----------------
</TABLE>
We agreed with Arnhold and S. Bleichroeder, Inc., a selling
stockholder, to file the registration statement, of which this prospectus is a
part, as soon as possible after July 1, 1999, to use our best efforts to cause
such registration statement to be declared effective by the Securities and
Exchange Commission as soon as practical thereafter, and to keep the
registration statement effective for a period of one year following the date it
is declared effective. In the event that we fail to obtain the effectiveness of
the registration statement on or before September 29, 1999, or any stop order or
other suspension of the effectiveness of the registration statement occurs as a
result of our failure to have current filings under the Securities Exchange Act
of 1934, we have agreed to pay ASB $10,000 per month until we obtain
effectiveness of the registration statement. In a securities purchase agreement
among us and certain of the other selling stockholders, we have also agreed to
register the 1,016,667 shares of common stock underlying warrants issued to
them. Spencer Trask Securities Incorporated and Kevin Kimberlin Partners, LP
have agreed that they will not sell any of the 683,333 shares of common stock
issuable upon exercise of the warrants owned by them until May 15, 2000 and they
have further agreed that they will not sell more than 25% of such shares in each
succeeding quarter. These agreements are binding on their successors. Pursuant
to a consulting agreement with Steven Rosner, we have agreed to register 240,833
shares of common stock underlying warrants issued to him. Mr. Rosner has agreed
not to exercise 200,000 of such warrants for the 180 day period ending on April
21, 2000. We agreed with The Zanett Securities Corporation, Zanett Lombardier,
Ltd. and Bruno Guazzoni to register the shares of common stock underlying
warrants issued to them. They agreed that they will not exercise their warrants
to the extent that they would beneficially own more than 4.99% of our common
stock. They can waive this restriction on 61 days notice.
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