<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 10, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PEAPOD, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 7389 36-4118175
(STATE OR OTHER (PRIMARY STANDARD (IRS EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NO.)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
1033 UNIVERSITY PLACE
EVANSTON, ILLINOIS 60201
(847) 492-8900
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
JOHN C. WALDEN
EXECUTIVE VICE PRESIDENT
FINANCE AND BUSINESS DEVELOPMENT
PEAPOD, INC.
1033 UNIVERSITY PLACE
EVANSTON, ILLINOIS 60201
(847) 492-8900
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
JOHN J. SABL PHILIP J. NIEHOFF
SIDLEY & AUSTIN MAYER BROWN & PLATT
ONE FIRST NATIONAL PLAZA 190 S. LASALLE ST.
CHICAGO, ILLINOIS 60603 CHICAGO, ILLINOIS 60603
(312) 853-7567 (312) 701-7843
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an Offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same Offering. [X] 333-24341
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same Offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value(1).. 460,000(2) $16.00 $7,360,000 $3,485
</TABLE>
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(1) Includes 460,000 associated preferred stock purchase rights ("Rights") to
purchase 1/100 of a share of Series A Junior Participating Preferred
Stock, par value of $.01 per share. Rights initially are attached to and
trade with the Common Stock of the Registrant. The value attributable to
such Rights, if any, is reflected in the market price for the Common
Stock.
(2) Includes 60,000 shares which the Underwriters have a right to purchase to
cover over-allotments, if any.
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<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The contents of the Registration Statement
on Form S-1 (File No. 333-24341) filed by Peapod, Inc. ("Peapod") with the
Securities and Exchange Commission (the "Commission") on April 1, 1997, as
amended by Amendment No. 1 to the Registration Statement on Form S-1 filed by
Peapod with the Commission on May 12, 1997, Amendment No. 2 to the
Registration Statement on Form S-1 filed by Peapod with the Commission on May
15, 1997, and Amendment No. 3 to the Registration Statement on Form S-1 filed
by Peapod with the Commission on June 9, 1997, which was declared effective by
the Commission on June 10, 1997, are incorporated herein by reference.
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN CHICAGO, ILLINOIS ON JUNE 10, 1997.
Peapod, Inc.
/s/ Andrew B. Parkinson
By: _________________________________
Andrew B. Parkinson
President
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED ON JUNE 10, 1997 BY THE FOLLOWING
PERSONS IN THE CAPACITIES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE(S)
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<S> <C>
/s/ Andrew B. Parkinson Chairman, President and Chief Executive
___________________________________________ Officer (principal executive officer) and
Andrew B. Parkinson Director
* Executive Vice President, Chief Technology
___________________________________________ Officer and Director
Thomas L. Parkinson
/s/ John C. Walden Executive Vice President, Finance and
___________________________________________ Business Development (principal financial
John C. Walden officer)
/s/ Earl W. Rachowicz Vice President and Controller (principal
___________________________________________ accounting officer)
Earl W. Rachowicz
* Director
___________________________________________
Tasso H. Coin
* Director
___________________________________________
Steven M. Friedman
* Director
___________________________________________
Trygve E. Myhren
* Director
___________________________________________
Seth L. Pierrepont
</TABLE>
/s/ John C. Walden
*By: ________________________________
John C. Walden
as Attorney-in-Fact
II-1
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <S> <C>
5.1 Opinion of Sidley & Austin......................................
23.1 Consent of KPMG Peat Marwick LLP................................
23.2 Consent of Sidley & Austin (included in Exhibit 5.1)
</TABLE>
<PAGE>
[LETTERHEAD OF SIDLEY & AUSTIN]
June 10,1997
Peapod, Inc.
1033 University Place
Evanston, Illinois 60201
Re: Registration of 460,000 shares of Common Stock,
$.01 par value, and associated Preferred Stock
Purchase Rights
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Ladies and Gentlemen:
We refer to the Registration Statement on Form S-1 being filed on June
10, 1997 by Peapod, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as
amended (the "Securities Act"), pursuant to Rule 462(b) thereunder (the
"Registration Statement") relating to the registration of 460,000 shares of
Common Stock, $.01 par value (the "New Shares"), of the Company, together with
460,000 Preferred Stock Purchase Rights (the "Rights") associated therewith.
The terms of the Rights are set forth in the Rights Agreement (the "Rights
Agreement") entered into between the Company and First Chicago Trust Company of
New York.
The New Shares include 400,000 shares (the "Company Shares") to be
sold by the Company and up to 60,000 shares, some or all of which may be sold by
certain selling stockholders named in the Registration Statement pursuant to an
over-allotment option (the "Overallotment Shares").
We are familiar with the proceedings to date with respect to the
proposed offering and sale of the New Shares, together with associated Rights,
and have examined such records, documents and questions of law, and satisfied
ourselves as to such matters of fact, as we have considered relevant and
necessary as a basis for this opinion.
<PAGE>
Sidley & Austin Chicago
Peapod, Inc.
June 10, 1996
Page 2
Based on the foregoing, we are of the opinion that:
1. The Company is duly incorporated and validly existing under the laws of
the State of Delaware.
2. The Company Shares will be legally issued, fully paid and
non-assessable when (i) the Registration Statement, as finally amended, shall
have become effective under the Securities Act; (ii) The Company's Board of
Directors or a duly authorized committee thereof shall have duly adopted final
resolutions authorizing the issuance and sale of the Company Shares as
contemplated by the Registration Statement; and (iii) certificates representing
the Company Shares shall have been duly executed, countersigned and registered
and duly delivered to the purchasers thereof against payment of the agreed
consideration therefore (not less than the par value thereof).
3. The Overallotment Shares have been legally issued and are fully paid
and non-assessable.
4. The Rights associated with the Company Shares will be legally issued
when (i) the Registration Statement, as finally amended, shall have become
effective under the Securities Act; (ii) the Company's Board of Directors or a
duly authorized committee thereof shall have duly adopted final resolutions
authorizing the issuance of the Rights as contemplated by the Registration
Statement; (iii) such Rights shall have been duly issued in accordance with the
terms of the Rights Agreement; and (iv) the Company Shares shall have been duly
issued and paid for as set forth in paragraph 2.
5. The Rights associated with the Overallotment Shares will be legally
issued when such Rights shall have been duly issued in accordance with the terms
of the Rights Agreement.
We do not find it necessary for the purpose of this opinion to cover, and
accordingly we express no opinion as to, the application of the securities or
blue sky laws of the various states to the sale of the New Shares.
This opinion is limited to the General Corporation Law of the State of
Delaware and the Securities Act.
<PAGE>
SIDLEY & AUSTIN CHICAGO
Peapod, Inc.
June 10, 1996
Page 3
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to all references to our Firm included in or made a
part of the Registration Statement.
Very truly yours,
Sidley & Austin
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the use of our report dated May 9, 1997, relating to the
balance sheet of New Peapod, Inc. as of December 31, 1996, and the related
statement of operations for the period from December 5, 1996 (inception)
through December 31, 1996, incorporated by reference herein and to the use of
our report dated February 7, 1997, relating to the balance sheets of Peapod LP
as of December 31, 1995 and 1996, and the related statements of operations,
partners' capital, and cash flows for each of the years in the three-year
period ended December 31, 1996, incorporated by reference herein and to the
reference to our firm under the headings "Selected Financial and Operating
Data" and "Experts" in the Prospectus.
Chicago, Illinois KPMG Peat Marwick LLP
June 10, 1997
