<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 10, 1998
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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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CDNOW, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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PENNSYLVANIA 5735 23-2813867
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
INCORPORATION OR
ORGANIZATION)
610 OLD YORK ROAD
SUITE 300
JENKINTOWN, PA 19046
(215) 517-7325
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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JASON OLIM
PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD
610 OLD YORK ROAD
SUITE 300
JENKINTOWN, PA 19046
(215) 517-7325
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
ALAN SINGER, ESQ. ALAN H. LIEBLICH, ESQ.
MORGAN, LEWIS & BOCKIUS LLP SCHNADER HARRISON SEGAL & LEWIS LLP
2000 ONE LOGAN SQUARE 1600 MARKET STREET
PHILADELPHIA, PA 19103 SUITE 3600
(215) 963-5000 PHILADELPHIA, PA 19103
(215) 751-2000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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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] 333-41241
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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE(1) REGISTRATION FEE
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<S> <C> <C>
Common Stock, no par value.... 1,600,000 472
</TABLE>
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The contents of the Registration Statement on Form S-1 filed by CDnow,
Inc. (the "Company"), with the Securities and Exchange Commission (the
"Commission") (File No. 333-41241) pursuant to the Securities Act of 1933, as
amended, are incorporated by reference into this Registration Statement.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
EXHIBITS
All exhibits filed with or incorporated by reference in Registration
Statement No. 333-41241 are incorporated by reference into, and shall be deemed
a part of, this Registration Statement, except the following which are filed
herewith or specifically incorporated by reference herein from Registration
Statement No. 333-41241. Where so indicated by footnote, exhibits which were
previously filed are incorporated by reference. For exhibits incorporated by
reference, the location of the exhibit in the previous filing is indicated in
parentheses.
NUMBER DESCRIPTION
------- -----------
5.1 Opinion of Morgan, Lewis & Bockius LLP regarding legality of the
shares of Common Stock being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Morgan, Lewis & Bockius LLP (included in its opinion filed
as Exhibit 5 hereto).
24.1 Power of Attorney. (Exhibit 24.1)(1)
(1) Included on signature pages to Registration Statement on Form S-1 (File No.
333-41241) filed with the Commission on November 28, 1997.
II-1
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN JENKINTOWN,
PENNSYLVANIA ON FEBRUARY 10, 1998.
CDnow, Inc.
By: /s/ Jason Olim
---------------------------------
JASON OLIM, PRESIDENT, CHIEF
EXECUTIVE OFFICER AND CHAIRMAN OF
THE BOARD
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
NAME CAPACITY DATE
---- -------- ----
<S> <C> <C>
/s/ Jason Olim President, Chief
- ------------------------------------- Executive Officer February 10, 1998
JASON OLIM and Chairman of the
Board (principal
executive officer)
/s/ Joel Sussman Vice President and
- ------------------------------------- Chief Financial February 10, 1998
JOEL SUSSMAN Officer (principal
financial and
accounting officer)
* Director
- ------------------------------------- February 10, 1998
MATTHEW OLIM
* Director
- ------------------------------------- February 10, 1998
ALAN MELTZER
* Director
- ------------------------------------- February 10, 1998
PATRICK KERINS
* Director
- ------------------------------------- February 10, 1998
JOHN REGAN
</TABLE>
*By: /s/ Joel Sussman
--------------------------------
JOEL SUSSMAN, AS ATTORNEY-IN-FACT
II-2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
5.1 Opinion of Morgan, Lewis & Bockius LLP regarding legality of the
shares of Common Stock being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Morgan, Lewis & Bockius LLP (included in its opinion filed as Exhibit 5 hereto).
24.1 Power of Attorney. (Exhibit 24.1)(1)
</TABLE>
- ---------------------
(1) Included on signature pages to Registration Statement on Form S-1 (File No.
333-41241) filed with the Commission on November 28, 1997.
<PAGE>
2000 One Logan Square Morgan, Lewis
& Bockius LLP
Philadelphia, PA 19103-6993
COUNSELORS AT LAW
215-963-5000
Fax: 215-963-5299
Exhibit 5.1
February 10, 1998
CDnow, Inc.
Jenkins Court, Suite 300
610 Old York Road
Jenkintown, PA 19046
Re: CDnow, Inc.
Registration Statement on Form S-1 (No. 333-41241)
--------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to CDnow, Inc., a Pennsylvania corporation (the
"Company"), in connection with the preparation of a Registration Statement on
Form S-1 (Registration No. 333-41241)(the "Initial Registration Statement") and
a second Registration Statement on Form S-1 to be filed pursuant to Rule 462(b)
promulgated under the Securities Act of 1933, as amended (the "Rule 462(b)
Registration Statement" and together with the Initial Registration Statement,
the "Registration Statements"), collectively relating to the offering of up to
4,715,000 shares of the Company's common stock, no par value (the "Common
Stock"), of which 4,561,250 shares of Common Stock, including 461,250 shares
that may be purchased by the underwriters upon exercise of their overallotment
option, are to be newly issued and sold by the Company (the "Company Shares"),
and 153,750 shares, which may be purchased by the underwriters upon exercise of
their overallotment option, are to be sold by the selling shareholders (the
"Selling Shareholder Shares") listed in the Initial Registration Statement under
"Principal and Selling Shareholders."
In rendering the opinion set forth below, we have reviewed (a) the Registration
Statements and the exhibits thereto; (b) the Company's Articles of
Incorporation, as amended; (c) the Company's Bylaws, as amended; (d) certain
records of the Company's corporate proceedings as reflected in its minute and
stock books; (e) the Underwriting Agreement pertaining to the proposed offering
subject to the Registration Statements; and (f) such other documents as we have
deemed relevant. In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity with the original of all documents submitted to us as copies
thereof.
Based upon the foregoing, we are of the opinion that, (i) when issued by the
Company and paid for by the Underwriters in the manner contemplated in the
Registration Statements, the Company Shares will be duly authorized, validly
issued, fully paid and nonassessable and (ii) the Selling Shareholder Shares
are duly authorized, validly issued, fully paid and nonassessable.
Our opinion set forth above is limited to the laws of the Commonwealth of
Pennsylvania.
We hereby consent to the use of this opinion as Exhibit 5 to the Rule 462(b)
Registration Statement and to the reference to this firm under the caption
"Legal Matters" contained in the Initial Registration Statement and incorporated
by reference into the Rule 462(b) Registration Statement. In giving such
opinion, we do not thereby admit that we are acting within the category of
persons whose consent is required under Section 7 of the Act or the rules or
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report and all references to our firm included in or made part of this
registration statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Philadelphia, Pa.
February 10, 1998
