<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 0-22557
PEAPOD, INC.
(Exact name of Registrant as specified in its charter)
Delaware 36-4118175
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(State or other jurisdiction (IRS Employer Identification No.)
of Incorporation or Organization)
9933 Woods Drive, Skokie, Illinois 60077
(Address of principal executive offices) (ZIP Code)
Registrant's Telephone Number: (847) 583-9400
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 for 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
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The number of shares outstanding of the registrant's common stock,
$0.01 par value, as of November 10, 1997 was 16,799,692.
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Item 2. Changes in Securities and Use of Proceeds
The following information is reported pursuant to Item 701(f) of
Regulation S-K:
The Company filed a registration statement on Form S-1 which became
effective on June 9, 1997 (Registration No. 33-24341).
The offering commenced on June 10, 1997 and terminated after the sale
of all securities registered.
The managing underwriters for this offering were Smith Barney, Inc.,
William Blair & Company and J.P. Morgan & Company.
The offering related to the Company's Common Stock, par value $.01 per
share, and was for the account of the Company, as follows:
<TABLE>
<CAPTION>
Company
-------
<S> <C>
Number of Shares 4,000,000
Registered and Sold
Aggregate Price of $64,000,000
Offering Registered
and Sold
</TABLE>
The following amounts of expenses were incurred for the Company's
account in connection with the issuance and distribution of the securities
registered for each category listed below:
<TABLE>
<S> <C> <C>
Direct or indirect payments to
directors, officers, general
partners of the issuer or
their associates; to persons
owning ten percent or more of
any class of equity securities
of the issuer; and to Direct or indirect
affiliates of the issuer payments to others
Underwriting discounts
and commissions $ -0- $ 4,480,000
Finders' Fees $ -0- $ -0-
Expenses paid to or
for underwriters $ -0- $ -0-
Other Expenses $ -0- $ 1,383,000
Total Expenses $ -0- $ 5,863,000
Net offering proceeds
to the Company after
total expenses $58,137,000
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C>
Direct or indirect payments to
directors, officers, general
partners of the issuer or
their associates; to persons
owning ten percent or more of
any class of equity securities
of the issuer; and to Direct or indirect
affiliates of the issuer payments to others
Temporary investments
(specify) $ -0- $58,137,000*
Other purposes
(specify)/1/ $ -0- $ -0-
TOTAL $58,137,000
</TABLE>
* $6,058,000 of which is held in commercial paper and $52,079,000 of which
is held in money market instruments.
The use of proceeds reported herein does not represent a material change from
the use of proceeds described in the prospectus.
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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.
PEAPOD, INC.
/s/ John C. Walden
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John C. Walden
Chief Operating Officer
(on behalf of Registrant and as the chief
financial officer)
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