ONSALE INC
8-K, 1997-10-22
CATALOG & MAIL-ORDER HOUSES
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<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549


                            ________________________

                                    FORM 8-K

                                 CURRENT REPORT

                        PURSUANT TO SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

     DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):  October 21, 1997

                                ONSALE, Inc.
            ----------------------------------------------------
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                  Delaware
            -----------------------------------------------------
                 (STATE OR OTHER JURISDICTION OF INCORPORATION)

           000-29244                                   77-0408319
      -------------------                         -----------------------
          (COMMISSION                                   (IRS EMPLOYER
          FILE NUMBER)                                IDENTIFICATION NO.)

      1861 Landings Drive, Mountain View, California                94043
- ----------------------------------------------------------    -----------------
         (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                 (ZIP CODE)

                               (650) 428-0600
- --------------------------------------------------------------------------------
            (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                               Not Applicable
- -------------------------------------------------------------------------------
         (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
<PAGE>
 
ITEM 5.   OTHER EVENTS

          On October 21, 1997, the Registrant issued a press release announcing
its results of operations for the three and nine months ended September 30,
1997.  A copy of the financial statements attached to the press release is filed
as Exhibit 99.1 and incorporated herein by reference.
 
ITEM 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

     (c) Exhibits

     Exhibit Number      Exhibit
     --------------      -------
     99.1                Financial Statements attached to Press Release, dated
                         October 21, 1997, of ONSALE, Inc.
<PAGE>
 
                                   SIGNATURES

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


                                      ONSALE, Inc.
                                      (Registrant)


                                          /s/ John F. Sauerland
Date:  October 21, 1997               By:______________________________________
                                          John F. Sauerland,
                                          Chief Financial Officer
<PAGE>
 
                               INDEX TO EXHIBITS


Exhibit Number    Exhibit
- --------------    -------
99.1              Financial Statements attached to Press Release, dated
                  October 21, 1997, of ONSALE, Inc.
 

<PAGE>
 
                                                                    EXHIBIT 99.1


                            STATEMENTS OF OPERATIONS
                 (Amounts in thousands, except per share data)
                                  (unaudited)
<TABLE>
<CAPTION>
 
                                           Three months ended     Nine months ended
                                              September 30,         September 30,
                                             1997       1996      1997        1996
<S>                                        <C>        <C>       <C>        <C>
     Revenue:
      Merchandise                           $24,198   $ 2,990    $53,754    $ 4,951
      Commission                                863       586      2,196      1,012
                                                                          
       Total revenue                         25,061     3,576     55,950      5,963
     Cost of revenue                         21,735     2,665     48,407      4,463
                                                                          
     Gross profit                             3,326       911      7,543      1,500
                                                                          
     Operating expenses:                                                  
      Sales and marketing                     1,935       339      3,273        512
      General and administrative              1,376       275      3,459        396  
      Engineering                               765       182      1,915        349
       Total operating expenses               4,076       796      8,647      1,257
                                                                          
     Income (loss) from                                                   
      operations                               (750)      115     (1,104)       243
                                                                          
     Interest and other income                  167         3        347          3
     Income (loss) before                                                 
       income taxes                            (583)      118       (757)       246
                                                                          
     Provision for income taxes                   -       (12)         -        (25)
                                                                          
     Net income/(loss)                      $  (583)  $   106    $  (757)   $   221
                                                                          
     Net income/(loss) per                                                
      share                                  ($0.03)    $0.01     ($0.05)     $0.01
     Shares used to compute net                                           
      income per share                       16,782    15,326     16,155     15,326
     Supplemental financial                                               
      data gross merchandise                                               
      sales (a)                             $32,301   $ 9,246    $74,785    $16,328
 
</TABLE>

     (a) Represents what the company's total revenue would have been if sales
where the company acted as a commissioned auction agent for its vendors were
recorded as transactions where the company purchased or accepted consignment of
merchandise from vendors for resale at auction.

     This presentation of sales on a gross basis does not affect the company's
gross profit or net income. Management believes that gross merchandise sales
provide a more consistent comparison between historical periods and to future
periods than does total revenue. Gross merchandise sales should not be
considered in isolation or as substitute for other information prepared in
accordance with Generally Accepted Accounting Principles.
<PAGE>
 
                                BALANCE SHEETS
                            (amounts in thousands)
                                  (unaudited)

                                           September 30,   December 31,
                                               1997            1996
     ASSETS
     Current assets:
        Cash and cash equivalents             $11,098         $2,649
                                                           
        Restricted cash                            84             80
        Accounts receivable, net                2,224            395
        Merchandise inventory                   7,183          1,520
        Prepaid and other                         221            439
               Total current assets            20,810          5,083
                                                           
     Property and equipment, net                1,304            578
     Other assets                                  96             19
               Total assets                   $22,210         $5,680
                                                           
     LIABILITIES AND STOCKHOLDERS' EQUITY                  
     Current liabilities:                                  
        Accounts payable                      $ 1,721         $2,268
        Accrued expenses                        1,519            480
        Deferred revenue                          440            604
               Total current liabilities        3,680          3,352
                                                           
          Total stockholders' equity           18,530          2,328
               Total liabilities and                                 
                   stockholders' equity       $22,210         $5,680



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