<PAGE>
As filed with the Securities and Exchange Commission on February 23, 2000
Registration No. 373-90727
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
Post Effective Amendment No. 1
on Form S-8
To
Form S-4
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
________________
Ventro Corporation
(Exact name of Registrant as specified in its charter)
Delaware 77-0465496
(State of incorporation) (I.R.S. Employer Identification No.)
1500 Plymouth Street
Mountain View, CA 94043
(Address of principal executive offices)
_______________________
1999 Employee Stock Purchase Plan
1998 Stock Plan
Promedix.com Inc. 1998 Stock Option Plan
SpecialtyMD.com Corporation 1998 Stock Option Plan
(Full title of the Plans)
_______________________
James G. Stewart
Chief Financial Officer
Ventro Corporation
1500 Plymouth Street
Mountain View, CA 94043
(650) 567-8900
(Name, address and telephone number, including area code, of agent for service)
_______________________
Copy to:
Jeffrey Y. Suto
Venture Law Group
A Professional Corporation
2800 Sand Hill Road
Menlo Park, California 94025
(650) 854-4488
<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 on Form S-8 amends Registration Statement
No. 333-90727, which was previously filed on Form S-4 (the "Original
Registration Statement") by Ventro Corporation (the "Registrant") in connection
with (i) the merger of Popcorn Acquisitions Corp., a wholly-owned subsidiary of
Registrant, with and into Promedix.com, Inc. and (ii) the merger of Spinach
Acquisitions Corp., a wholly-owned subsidiary of Registrant, with and into
SpecialtyMD.com Corporation. All of the shares of Common Stock of Registrant
included in this Post-Effective Amendment No. 1 were included in and registered
on the Original Registration Statement and the applicable filing fee was paid at
the time of filing. Such shares include up to 5,969,250 shares of Common Stock
of Registrant issuable under the 1999 Employee Stock Purchase Plan, the 1998
Stock Plan, the Promedix.com 1998 Stock Option Plan and the SpecialtyMD.com 1998
Stock Option Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference:
----------
(a) The Registrant's Prospectus filed on July 28, 1999 pursuant to Rule
424(b) of the Securities Act, which contains audited financial statements for
the Registrant's latest fiscal year for which such statements have been filed.
(b) All other reports the Registrant has filed with the SEC pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
--------
Act") since July 28, 1999, including our quarterly report on Form 10-Q for the
- ---
quarter ended September 30, 1999 (as filed on November 12, 1999), a current
report on Form 8-K dated January 3, 2000, and a current report on Form 8-K dated
January 25, 2000.
(c) The description of the Registrant's Common Stock contained in a Form
8-A filed with the SEC under the Exchange Act on July 23, 1999, including any
amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing such documents.
Item 4. Description of Securities. Not applicable.
-------------------------
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
As of the date of this Registration Statement, employees of Venture Law
Group and an investment partnership affiliated with Venture Law Group
beneficially own an aggregate of 76,285 shares of the Registrant's Common Stock.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Registrant's Certificate of Incorporation reduces the liability of a
director to the corporation or its stockholders for monetary damages for
breaches of his or her fiduciary duty of care to the fullest extent permissible
under Delaware law. The Bylaws of the Registrant further provide for
indemnification of corporate agents to the maximum extent permitted by the
Delaware General Corporation Law. In addition, the Registrant has entered into
Indemnification Agreements with its officers and directors.
II-1
<PAGE>
Item 7. Exemption from Registration Claimed. Not applicable.
-----------------------------------------------------
Item 8. Exhibits.
--------
Exhibit
Number
------
5.1 Opinion of Venture Law Group, A Professional Corporation.
23.1 Consent of Venture Law Group, A Professional Corporation
(included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Power of Attorney (see page 5).
Item 9. Undertakings.
------------
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) that, for purposes of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as the indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in a
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the question has already been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such indemnification
by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
[Signature Pages Follow]
II-2
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Ventro Corporation, a corporation organized and existing under the laws of the
State of Delaware, certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on this Post Effective Amendment No. 1
on Form S-8 to Form S-4 Registration Statement and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Mountain View, State of California, on
February 23, 2000.
Ventro Corporation
By: /s/ James G. Stewart
-------------------------------------
James G. Stewart
Chief Financial Officer
II-3
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David P. Perry and James G. Stewart,
jointly and severally, his or her attorneys-in-fact and agents, each with the
power of substitution and resubstitution, for him or her and in his or her name,
place or stead, in any and all capacities, to sign any amendments to this
Post Effective Amendment No. 1 on Form S-8 to Form S-4 Registration Statement,
and to file such amendments, together with exhibits and other documents in
connection therewith, with the Securities and Exchange Commission, granting to
each attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully as he or she might or could do in person, and ratifying and
confirming all that the attorneys-in-fact and agents, or his or her substitute
or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ David P. Perry President, Chief Executive Officer and February 23, 2000
- -------------------------------
David P. Perry Director (Principal Executive Officer)
/s/ James G. Stewart Chief Financial Officer and Assistant February 23, 2000
- -------------------------------
James G. Stewart Secretary (Principal Financial and
Accounting Officer)
/s/ Charles R. Burke Director February 23, 2000
- -------------------------------
Charles R. Burke
/s/ Brook H. Byers Director February 23, 2000
- -------------------------------
Brook H. Byers
/s/ Jonathon D. Callaghan Director February 23, 2000
- -------------------------------
Jonathon D. Callaghan
/s/ Paul Nowak Director February 23, 2000
- -------------------------------
Paul Nowak
/s/ John A. Pritzker Director February 23, 2000
- -------------------------------
John A. Pritzker
Director February 23, 2000
- -------------------------------
Naomi O. Seligman
/s/ L. John Wilkerson Director February 23, 2000
- -------------------------------
L. John Wilkerson
</TABLE>
II-4
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
- ------
5.1 Opinion of Venture Law Group, A Professional Corporation
23.1 Consent of Venture Law Group, A Professional Corporation (included in
Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Power of Attorney (see page 5).
II-5
<PAGE>
EXHIBIT 5.1
February 22, 2000
Ventro Corporation
1500 Plymouth Street
Mountain View, CA 94043
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the "Registration
------------
Statement") filed by you with the Securities and Exchange Commission (the
- ---------
"Commission") on or about February 22, 2000, in connection with the registration
- -----------
under the Securities Act of 1933, as amended, of up to a total of 5,969,250
shares of your Common Stock (the "Shares") reserved for issuance under the 1999
------
Employee Stock Purchase Plan, the 1998 Stock Plan, the Promedix.com 1998 Stock
Option Plan and the SpecialtyMD.com 1998 Stock Option Plan. As your counsel in
connection with this transaction, we have examined the proceedings taken and are
familiar with the proceedings proposed to be taken by you in connection with the
sale and issuance of the Shares.
It is our opinion that upon conclusion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, and upon completion of the proceedings being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
the various states where required, the Shares when issued and sold in the manner
described in the Registration Statement will be legally and validly issued,
fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and in any amendment thereto.
Very truly yours,
VENTURE LAW GROUP
A Professional Corporation
/s/ Venture Law Group
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
Ernst & Young LLP
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the issuance of up to 5,969,250 shares of the common
stock of Chemdex Corporation under the 1999 Employee Stock Purchase Plan, the
1998 Stock Plan, the Promedix.com 1998 Stock Option Plan and the SpecialtyMD.com
Corporation 1998 Stock Option Plan of our report dated May 7, 1999 (except for
note 9, as to which the date is July 23, 1999) with respect to the consolidated
financial statements and schedule of Chemdex Corporation included in its
Registration Statement (Form S-1) and related prospectus as filed with the
Securities and Exchange Commission on July 26, 1999.
/s/ Ernst & Young LLP
San Jose, California
February 22, 2000
