As filed with the Securities and Exchange Commission on April 1, 1999.
Registration No.333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
---------------
CYBERSHOP INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3979226
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
116 Newark Avenue
Jersey City, New Jersey 07302
(201) 234-5000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Jeffrey S. Tauber, Chairman and Chief Executive Officer
Cybershop International, Inc.
116 Newark Avenue
Jersey City, New Jersey 07302
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Walter M. Epstein, Esq.
Davis & Gilbert LLP
1740 Broadway
New York, New York 10019
(212) 468-4911
-----------------------
Approximate date of commencement of proposed sale to the public: On such date as
the selling stockholders shall elect to commence sales to the public following
the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. |_|
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
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. |_|
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. |_|
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================
Proposed
Amount to maximum Proposed maximum Amount of
Title of each class of be offering price aggregate registration
securities to be registered registered per share(1) offering price fee
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 503,300
$.001 per share shares $13.9375 $7,014,744 $1,950
=========================================================================================
</TABLE>
(1) Based on the average of the high and low sale prices of the Common Stock
reported on the Nasdaq National Market on March 31, 1999 of $13.9375 per
share, solely for the purpose of calculating the registration fee pursuant
to Rule 457(c).
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
Subject to Completion
Dated April 1, 1999
Prospectus
Cybershop International, Inc.
Common Stock
503,300 Shares
This is an offering of 503,300 shares for the benefit of the selling
stockholders. They may elect from time to time to sell their shares but are not
required to do so. We will not receive any of the sale proceeds. We are paying
all the expenses of the offering.
Our shares currently trade on the Nasdaq National Market (Trading Symbol:
Nasdaq National Market - CYSP). On March 26, 1999 the last sale price was
$13.125 per share.
Investing in the Company involves a high degree of risk. You should
purchase shares only if you can afford a complete loss. You should carefully
read and review this prospectus including the "Risk Factors" beginning on page 7
before deciding whether to buy shares in this Offering.
The Securities and Exchange Commission has not approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
Prospectus dated April 1, 1999.
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement which includes this prospectus
covering this offering with the Securities and Exchange Commission ("SEC"). This
prospectus does not contain all the information included in the registration
statement. You can request a copy of the registration statement and the exhibits
from us to get a more complete description of our Company and this offering. We
have provided our address, telephone number and e-mail address in the next
section "Incorporation of Certain Information by Reference" if you wish to
obtain free copies of the registration statement and exhibits.
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any reports, statements or other
information we file at the SEC's public reference room in Washington D.C., New
York, New York and Chicago, Illinois. You can also request copies of these
documents, upon payment of a duplicating fee, by writing to the SEC. Please call
the SEC at 1-800-SEC-0330 for further information on the operation of the public
reference rooms. Our SEC filings are also available to the public on the SEC
Internet site at http\\www.sec.gov. The registration statement, of which this
prospectus forms a part, including all exhibits, has been filed in electronic
form with the SEC through EDGAR.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring to those documents. The information incorporated by reference is an
important part of this prospectus, and information that we file later with the
Commission will automatically update and supersede this information.
We incorporate by reference the following documents filed by us with the
SEC:
o Our Annual Report on Form 10-K for the year ended December 31, 1998
filed with the SEC on March 19, 1999;
o All other reports and other documents filed by us pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") since
December 31, 1998;
o Our registration statement on Form 8-A filed on March 11, 1998
registering the Common Stock under Section 12(g) of the Exchange Act; and
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o All documents and reports subsequently filed by us pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus
and prior to the filing of a post-effective amendment which indicates that all
securities which may be offered hereby have been sold or which deregisters all
securities then remaining unsold.
At your request, we will provide you, without charge, with a copy of any
information incorporated by reference in this prospectus. If you want more
information, write or call us at:
Cybershop International, Inc.
116 Newark Avenue
Jersey City, New Jersey 07302
(201) 234-5000
Attn: Jeffrey A. Leist
You may also obtain information from the SEC as described in "Where You
Can Find More Information."
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PROSPECTUS SUMMARY
We have provided you with a summary of important information on our
business. You should read all the information in this prospectus for a more
complete understanding. Some of the information has been incorporated from our
SEC filings. You can obtain copies of this incorporated information from us
without charge as described beginning on page 2. Please be sure to read "Risk
Factors" beginning on page 7 for a description of the high risk involved in
acquiring our shares.
THE COMPANY
Principal Executive Cybershop International, Inc.
Offices: 116 Newark Avenue
Jersey City, New Jersey 07302
(201) 234-5000
Our Business: We are engaged in the on-line retail business offering
brand name products through our on-line stores located
on the World Wide Web at cybershop.com, and
electronics.net and in the Department Store Area of the
AOL Shopping Channel.
cybershop.com
Our online department store accessed at cybershop.com
provides high quality color pictures and detailed
information relating to our products that are
conveniently organized into departments by brand and
category, similar to those found at department stores.
Shoppers can search for, browse and select products
throughout the store and place selected merchandise in a
virtual shopping bag that facilitates the process of
collecting items, subtotaling purchases and reaching the
purchase decision. Cybershop.com currently offers a
broad selection of designer and brand name products at
deep discounts of between 20% to 80% in a variety of
categories, including men's, women's and children's
apparel, housewares, electronics, toys, luggage, and
home office products.
electronics.net
On June 14, 1998, we entered into a joint venture
agreement to develop a new online store with TOPS, a
leading consumer electronics, appliance and computer
retailer. The online store, electronics.net. was
launched in October 1998 and offers a wide array of
products including television and video equipment, home
and car audio equipment, home appliances, home office
equipment and related accessories. The joint venture
combines our online expertise with TOPS' superior
product range and distribution and supply capabilities.
Shoppers can research the thousands of products offered
on the site, place the items in a virtual shopping bag,
purchase the items and have them shipped within 24 hours
of purchasing.
CyberShop's AOL Store
AOL has established an online shopping mall that is
comprised of more than 200 stores. This mall is a
service offered exclusively by AOL to its users. We have
chosen to establish a retail store within the AOL
proprietary service in order to access AOL's large
customer base in a medium familiar to AOL users. Our
proprietary operating system interfaces with transaction
processing
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systems operated by AOL and enables us to receive and
fulfill orders in our AOL stores. Users of AOL's online
service can access our online store through the AOL
Shopping Channel. CyberShop is one of the three anchor
tenants in the Department Store area of the AOL Shopping
Channel, which is a popular and heavily trafficked area
of the AOL Shopping Channel. This store generally has
the same extensive product offerings and features as our
store accessed at cybershop.com on the Internet and is
maintained using AOL's proprietary technology and order
systems. We believe that because this store is presented
to the AOL user in the familiar AOL environment, the
users are more comfortable shopping there than they
might be in a less familiar Internet environment.
Pursuant to the marketing agreement with AOL, we
maintain an anchor tenancy button on the Department
Store area's main screen and a guaranteed level of
impressions. Additionally, our products are featured in
select AOL shopping events stores such as Santa's
Workshop, Valentine's Day, Mother's and Father's Days,
and Back-to-School, all of which are promoted throughout
the AOL service. In December 1998, we signed a one year
renewal of our marketing agreement and its anchor
tenancy in AOL's Department Store Area.
Strategic Alliances
We have pursued strategic alliances which are intended
to generate additional referral traffic to each online
store. We have also discussed with numerous companies
the prospect of developing joint ventures whereby we can
more readily enter new markets or product categories.
The venture with TOPS, jointly developing
electronics.net is such an example, where we offer our
expertise in online commerce to a traditional retailer
seeking to develop an online commerce strategy.
We are also seeking to establish strategic alliances
with global media companies to attract additional
shoppers to, and increase brand recognition of, our
online stores. The first such alliance established by us
was a marketing agreement with AOL which provides, among
other things, for "CyberShop" to be featured as one of
three anchor tenants within the Department Store area of
the AOL Shopping Channel. As described above, the
agreement also allows us to participate in a variety of
banner advertising opportunities and to have certain of
our products and special offers featured within the AOL
Shopping Channel or AOL's special event stores.
In the second quarter of 1998, we entered into a
two-year sponsorship and marketing agreement with
Excite, Inc. Under the terms of the agreement
cybershop.com will be more prominently presented than
any other competitive online department store in the
Excite and WebCrawler services. Also in the second
quarter of 1998, we announced a one-year marketing
agreement with Microsoft's MSN Shopping Channel. Under
the revised terms of that agreement electronics.net has
a tenancy button within its electronic category. In the
fourth quarter, we also signed marketing agreements with
two premier online transaction sites, Amazon.com and
E*Trade, with the expectation that traffic referrals
from these sites will yield higher conversion rates.
On March 15, 1999 we entered into a merchant agreement
and an advertising and marketing agreement with Yahoo!
Inc., a leading global internet media company. The
advertising and marketing agreements are for an initial
term expiring on December 31, 1999. Pursuant to the
agreements cybershop.com will be featured in Yahoo!
Shopping, a one-stop shopping service where consumers
can shop with more than 4,000 merchants in one web
location. In
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addition, cybershop.com's products will be prominently
featured on the Yahoo! Shopping home page, throughout
various areas of Yahoo! Shopping and on related search
results pages.
We intend to negotiate additional marketing arrangements
with other leading Internet search engines, guides and
online communities. We believe that such strategic
alliances will drive additional traffic to our websites
and enhance brand recognition. Additionally, we recently
established an "Affiliates Program" whereby third party
websites may register with us and establish hyperlinks
to one or all of our online stores.
Our Limited History We commenced operations in September 1995 and are
Involves Substantial still in the early stages of development. Since
Losses: inception we have incurred significant losses
including a net loss of approximately $7.9 million
during 1998. We cannot assure you when, if at all, we
will be profitable.
Recent Developments: On March 24, 1999, we announced that we had refocused
our main website, cybershop.com with a merchandising
strategy targeting the outlet store and off-price
categories. We intend, through this new marketing
strategy, to offer designer and brand name products in a
variety of categories, at deep discounts of between 20%
to 80% off original prices. We also intend to add men's,
women's and children's apparel categories to our
assortment of merchandise and will continue to offer a
range of other merchandise including housewares,
electronics, toys, luggage, home-office, jewelry and
watches.
On March 26, 1999, we announced the launch of our new
online auction, Cybershop Auctions
(auctions.cybershop.com). Our entry into the auction
market supports our recent refocused marketing strategy
described above.
THE OFFERING
Securities Offered: 503,300 shares. The shares are being offered by the
selling stockholders. See "Plan of Distribution."
Shares Outstanding: There were 7,493,350 shares issued and outstanding as of
March 24, 1999.
Estimated Offering
Expenses: $25,000.
Risk Factors: Investing in our shares is very risky. Investors should
be able to bear the complete loss of their investment.
Use of Proceeds: The proceeds of this offering will be paid to the
selling stockholders. None of the proceeds will be paid
to the Company. See "Use of Proceeds."
Trading Symbol: "CYSP"
Special Note Regarding Forward-looking Statements
Some of the statements contained in this prospectus, including information
incorporated by reference, discuss future expectations, contain projections of
future results of operations or financial condition or state other
"forward-looking" information. Those statements are subject to known and unknown
risks, uncertainties and other factors that could cause the actual results to
differ materially from those contemplated by the statements. The forward-looking
information is based on various factors and was derived using numerous
assumptions. Important factors that may cause actual results to differ from
projections include the risk factors set forth below.
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<PAGE>
RISK FACTORS
We have a limited We incorporated in October 1997 and began offering
operating history. products for sale on our website in September 1995.
Accordingly, we have a relatively short operating
history upon which you can evaluate our business and
prospects. You should consider our prospects in light of
the risks, expenses and difficulties frequently
encountered by early stage online commerce companies. As
an early-stage online commerce company, we have an
evolving and unpredictable business model, we face
intense competition, we must effectively manage our
growth and we must respond quickly to rapid changes in
customer demands and industry standards. We may not
succeed in addressing these challenges and risks.
We have had losses and We have incurred significant losses since we began doing
anticipate further business. As of December 31, 1998, we have had
losses. cumulative losses of $11.0 million, including a net loss
of approximately $7.9 million for the fiscal year ended
December 31, 1998. To succeed we must invest heavily in
marketing and promotion and in developing our product,
technology and operating infrastructure. We believe that
we will continue to incur substantial operating losses
for the foreseeable future, and these losses may be
higher than our current losses.
We have recently We recently refocused our main website, cybershop.com,
refocused our main with a merchandising strategy targeting the outlet store
website and there can and off-price categories, and intend to offer designer
be no assurance that and brand name products at deep discounts of between 20%
it will be successful. to 80% off original prices. There can be no assurance
that our refocused marketing strategy will be
successful.
Competition is intense The online retail business is new, rapidly
in our business. evolving and intensely competitive. Barriers to entry
into the online retail business are minimal. Our current
and potential competition includes traditional retailers
and non-traditional retailers (such as television retail
and mail order) as well as other online retailers. Our
success as an online retailer is dependent upon our
ability to attract customers to our websites which
requires, among other things, significant expenditure on
promotion and advertising costs. We believe that the
principal competitive factors in our market are brand
recognition, selection, personalized services,
convenience, price, accessibility, customer service,
quality of search tools, quality of editorial and other
site content, and reliability and speed of fulfillment.
Many of our current and potential competitors have
longer operating histories, larger customer bases,
greater brand recognition and significantly greater
financial, marketing and other resources than we have.
They may be able to secure merchandise from vendors on
more favorable terms, and may be able to devote greater
resources to marketing and promotional campaigns, and
adopt more aggressive pricing or inventory availability
policies. They can also devote substantially more
resources to website and systems development than we
can. We also expect to experience increased competition
from on-line commerce sites that provide goods and
services at or near cost, relying on advertising
revenues
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to achieve profitability. As the on-line commerce market
continues to grow, other companies may enter into
business combinations or alliances that strengthen their
competitive positions. Competition in the Internet and
online commerce market probably will intensify. As
various Internet market segments attain larger, loyal
customer bases, participants in those segments may use
their market power to expand into other markets. There
can be no assurance that we will be able to compete
successfully.
We depend on our Our ability to generate revenues from online commerce
strategic alliances. depends, among other things, upon the increased traffic,
purchases, advertising and sponsorships that we generate
through our strategic alliance previously discussed.
There can be no assurance that our existing
relationships will be extended beyond their initial
terms or on what terms such relationship will be
extended. There can also be no assurance that additional
third-party alliances will be available to us on
acceptable commercial terms or at all. Our inability to
enter into new strategic alliances or to maintain its
existing strategic alliances could have a material
adverse effect on our business.
We rely heavily on our Suppliers for our online stores include manufacturers
suppliers. and distributors. There can be no assurance that our
current suppliers will continue to sell to us on current
terms, that we will be able to maintain any of our
exclusivity arrangements with suppliers, or that we will
be able to establish new or extend current supplier
relationships. Loss of these relationships could have a
material adverse effect on our business. We also rely on
certain of our suppliers to process and ship merchandise
directly to customers. We have limited control over the
shipping procedures of these suppliers, and shipments by
these suppliers have at times been subject to delays.
Although most merchandise sold by us carries a warranty
supplied by the manufacturer, we provide a 30-day money
back guarantee. If the quality of service provided by
such suppliers falls below a satisfactory standard or if
our level of returns exceeds our expectations, we will
be materially adversely affected.
There are significant Our Revenues and Profits are Dependent on the Continuous
risks related to doing Growth of Online Commerce. Our future revenues and
business on the profits are dependent to a great extent on the
Internet. widespread acceptance and use of the Internet as medium
of commerce by consumers. There can be no assurance that
such acceptance and use will continue to develop or that
a sufficiently broad base of consumers will adopt and
continue to use the Internet as a medium of commerce.
Demand and market acceptance for recently introduced
services and products over the Internet are subject to a
high level of uncertainty. Critical issues concerning
the commercial use of the Internet, such as ease of
access, security, reliability, cost and quality of
service, remain unresolved and may affect the growth of
Internet use or the attractiveness of conducting
commerce online.
There are Security Risks in Online Commerce. We license
technology from third parties to provide the security
and authentication necessary to effect secure
transmission of confidential information, such as
customer credit card numbers. Any
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compromise of our security could have a material adverse
effect on our business and our reputation. A party who
is able to circumvent our security measures could
misappropriate proprietary information or cause
interruptions in our operations. We may be required to
expend significant capital and other resources to
protect against such security breaches. Security
breaches could damage our reputation and expose our
business to a risk of loss or litigation and possible
liability which could have a material adverse effect on
our business.
Online Commerce is Subject to Governmental Regulatory
Uncertainty. We are not currently subject to direct
regulation by a governmental agency, other than
regulations applicable to businesses generally, and laws
or regulations directly applicable to access to online
commerce. However, due to the increasing popularity and
use of the Internet, it is possible that a number of
laws and regulations may be adopted with respect to
Internet use covering issues such as user privacy,
pricing, content, copyrights, distribution and
characteristics and quality of products and services.
Furthermore, the growth and development of the market
for online commerce may prompt more stringent consumer
protection laws. These laws may impose additional
burdens on our business. In addition, as our services
are available over the Internet in multiple states and
foreign countries, and as we sell to numerous consumers
residing in such states and foreign countries, such
jurisdictions may claim that we are required to qualify
to do business as a foreign corporation in each such
state and foreign country. We are currently qualified to
do business in only two states, and failure to qualify
as a foreign corporation in a jurisdiction where we are
required to do so could subject us to taxes and
penalties for the failure to qualify.
We May Be Sued With Respect to Information Retrieved
from the Internet. Due to the fact that material may be
downloaded from websites and subsequently distributed to
others, there is a potential that claims will be made
against us for negligence, copyright or trademark
infringement or other theories based on the nature and
content of such material. Although we carry general
liability insurance, our insurance may not cover
potential claims of this type or may not be adequate to
cover all costs incurred in defense of potential claims
or to indemnify us for all liability that may be
imposed. Any costs or imposition of liability that is
not covered by insurance or in excess of insurance
coverage could have a material adverse effect on our
business.
Risks of Business We may expand our operations or market presence by
Combinations and entering into business combinations, investments, joint
Strategic Alliances. ventures or other strategic alliances with other
companies. These transactions create risks such as:
o Difficulty assimilating the operations, technology
and personnel of the combined companies,
o Disruption of our ongoing business,
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o Problems retaining key technical and managerial
personnel,
o Expenses associated with amortization of goodwill
and other purchased intangible assets,
o Additional operating losses and expenses of
acquired businesses, and
o Impairment of relationships with existing
employees, customers and business partners.
We may not succeed in addressing these risks.
Online commerce is Technology in the online commerce industry changes
subject to rapid rapidly. Customer functionality requirements and
technological change. preferences also change. Competitors often introduce new
products and services with new technologies. These
changes and the emergence of new industry standards and
practices could render our existing Web sites and
proprietary technology obsolete. To succeed, we must
enhance Web site responsiveness, functionality and
features, acquire and license leading technologies,
enhance our existing services, develop new services and
technology and respond to technological advances and
emerging industry standards and practices on a
cost-effective and timely basis. We may not be able to
adapt quickly enough to changing customer requirements
and industry standards.
Risks associated with We hold rights to various Web domain names,
domain names. including "cybershop.com,"and "electronics.net."
Governmental agencies typically regulate domain names.
These regulations are subject to change. We may not be
able to acquire or maintain appropriate domain names in
all countries in which we do business. Furthermore,
regulations governing domain names may not protect our
trademarks and similar proprietary rights. We may be
unable to prevent third parties from acquiring domain
names that are similar to, infringe upon or diminish the
value of, our trademarks and other proprietary rights.
Risks of year 2000 We have developed a plan to modify our information
non-compliance. technology to recognize the year 2000 and have begun
converting our critical data processing systems. We have
initiated formal communications with our significant
suppliers and service providers to determine the extent
to which our systems may be vulnerable if they fail to
address and correct their own Year 2000 issues. We
cannot guarantee that the systems of suppliers or other
companies on which we rely will be Year 2000 compliant.
Their failure to convert their systems could disrupt our
systems. In addition, the computer systems necessary to
maintain the viability of the Internet or any of the Web
sites that direct consumers to our online stores may not
be Year 2000 compliant. Finally, computers used by our
customers to access our online stores may not be Year
2000 compliant, delaying our customers' purchases of our
products. We are in the process of developing a formal
contingency plan. We cannot guarantee that our systems
will be Year 2000 compliant or that the Year 2000
problem will not adversely affect our business, which
includes limiting or precluding customer purchases.
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Risks of systems Customers access to our web sites directly affects the
interruption. volume of orders we fulfill and thus affects our
revenues. We may experience occasional system
interruptions that could make our websites unavailable
or possibly prevent us from efficiently fulfilling
orders, which may reduce the volume of goods we sell and
the attractiveness of our products and services. We need
to add additional software and hardware and upgrade our
systems and network infrastructure to accommodate
increased traffic on our web sites and increased sales
volume. Without these upgrades we face additional system
interruptions, slower response times, diminished
customer service, impaired quality and speed of order
fulfillment and delays in our financial reporting. We
cannot accurately project the rate or timing of any
increases in traffic or sales volume on our websites,
and therefore, the information and timing of these
upgrades are uncertain. Our success, in particular our
ability to successfully receive and fulfill orders and
provide high-quality customer service, largely depends
on the efficient and uninterrupted operation of our
computer and communications hardware systems. Our
systems and operations are vulnerable to damage or
interruption from fire, flood, power loss,
telecommunications failure, break-ins, earthquake and
similar events. We do not have back-up systems or a
formal disaster recovery plan and we may not carry
sufficient business interruption insurance to compensate
us for losses from a major interruption. Our servers are
vulnerable to computer viruses, physical or electronic
break-ins and similar disruptions, which could lead to
interruption and disruptions in our business. We rely on
transaction processing systems operated by AOL to
receive and fulfill orders in our AOL stores.
Disruptions or failures in the AOL transaction
processing system could harm our business. Our AOL and
Yahoo stores are also vulnerable to AOL and Yahoo
system-wide interruptions and failures. The occurrence
of any of the foregoing risks could harm our business.
We may need additional Based on current levels of operations and planned
funds to expand our growth, we anticipate that our existing capital
sales and marketing resources, together with cash generated from operations
activities and and the proceeds of our recent initial public offering,
strategic alliances. will enable us to maintain our operations for the next
12 months. We may require additional funds to sustain
and expand our sales and marketing activities and our
strategic alliances, particularly if a well-financed
competitor emerges or if there is a shift in the type of
Internet services that are developed and ultimately
receive customer acceptance. Adequate funds for these
and other purposes on terms acceptable to us, whether
through additional equity financing, debt financing or
other sources, may not be available when needed or may
result in significant dilution to existing stockholders.
Our lack of tangible assets to pledge could prevent us
from establishing a source for additional financing.
There can be no assurance that such financing will be
available in amounts or on terms acceptable to us, if at
all. The inability to obtain sufficient funds from
operations and external sources would have a material
adverse effect on our business.
We need to manage To manage the expected growth of our operations and
growth. personnel, we will be required to improve existing and
implement new
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transaction-processing, operational and financial
systems, procedures and controls, and to expand, train
and manage our employee base. Further, we will be
required to maintain and expand our relationships with
various merchandise manufacturers, distributors,
Internet and other online service providers and other
third parties necessary to our business. If we are
unable to manage growth effectively, we will be
materially adversely affected.
We depend on key We depend on the continued services and on performance
personnel. of our senior management and other key personnel,
particularly Jeffrey S. Tauber, our President, Chief
Executive Officer and Chairman. Our success also depends
on our ability to retain and motivate our other officers
and key employees. The loss of the services of any of
our executive officers or other key employees could harm
our business. We have employment agreements with only
three of our key personnel, our Chief Operating Officer
and Chief Financial Officer, our Vice President and
Chief Information Officer and our Vice President and
General Merchandising Manager. We have obtained a
$2,000,000 key person life insurance policy on the life
of Mr. Tauber, naming us as beneficiary under such
policy. Our future success also depends on our ability
to attract and retain and motivate other highly skilled
technical, managerial, editorial, merchandising,
marketing and customer service personnel. Competition
for such personnel is intense, and there can be no
assurance that we will be able to successfully attract,
assimilate or retain sufficiently qualified personnel
which could harm our business.
Potential fluctuations We have experienced and expect to continue to experience
in quarterly operating significant fluctuations in our future quarterly
results may result in operating results due to a variety of factors, many of
declines in our stock which are outside our control. Factors that may
price; seasonality. adversely affect our quarterly operating results
include, without limitation, the following:
o our ability to retain existing customers, attract
new customers at a steady rate and maintain customer
satisfaction;
o the mix of products sold by us;
o our ability to acquire merchandise, manage our
inventory and fulfill orders;
o changes in gross margins of our current and future
products, services and markets;
o the introduction of new sites, services and products
by us and our competitors;
o price competition in the industry;
o changes in the level of use of the Internet and
online services and consumer acceptance of the
Internet and other online services;
o our ability to upgrade and develop our systems and
infrastructure and attract new personnel in a timely
and effective manner;
o the level of traffic on our websites;
o technical difficulties, system downtime or Internet
brownouts;
12
<PAGE>
o the amount and timing of operating costs and capital
expenditures relating to expansion of our business,
operations and infrastructure;
o the implementation of strategic alliances;
o our level of merchandise returns;
o governmental regulation;
o general economic conditions and economic conditions
specific to the Internet and online commerce, and
o disruptions in service by common shipping carriers
due to strikes or otherwise.
We expect that we will experience seasonality in our
business, reflecting a combination of seasonal
fluctuations in Internet usage and traditional retail
seasonality patterns. Internet usage generally declines
during the summer. Sales in the traditional retail
industry increase significantly in the fourth calendar
quarter. For these reasons you should not rely on period
to period comparisons of our financial results to
forecast our future performance. Our future operating
results may fall below the expectations of securities
analysts and investors which would cause the trading
price of our Common Stock to decline.
We are subject to Our performance and ability to compete are dependent to
potential inability to a significant degree on our proprietary technology. We
protect trademarks regard our intellectual property as critical to our
and proprietary rights. success, and rely on trademark and copyright law, trade
secret protection and confidentiality and/or license
agreements with our employees, customers, partners and
others to protect our proprietary rights. We have
registered the service mark "CyberShop" in the United
States and have applied for registration for other
service marks. There can be no assurance that we will be
able to secure significant protection for this
trademarks. It is possible that competitors or others
will adopt product or service names similar to our
trademarks, thereby impeding our ability to build brand
identity and possibly leading to customer confusion. Our
inability to protect our trademarks adequately would
have a material adverse effect on our business. We
generally have entered into agreements containing
confidentiality and non-disclosure provisions with our
employees and consultants and limit access to and
distribution of our software, documentation and other
proprietary information. There can be no assurance that
the steps taken by us will prevent misappropriation of
our technology or that agreements entered into for that
purpose will be enforceable. Notwithstanding the
precautions taken by us, it might be possible for a
third party to copy or otherwise obtain and use our
software or other proprietary information without
authorization or to develop similar software
independently. Policing unauthorized use of our
technology is difficult, particularly because the global
nature of the Internet makes it difficult to control the
ultimate destination or security of software or other
data transmitted. The laws of other countries may afford
us little or no effective protection of our intellectual
property. Effective trademark, service mark, copyright
and trade secret protection may
13
<PAGE>
not be available in every country in which our products
and services are made available online. In the future,
we may also need to file lawsuits to enforce our
intellectual property rights, protect our trade secrets,
and determine the validity and scope of the proprietary
rights of others. Such litigation, whether successful or
unsuccessful, could result in substantial costs and
diversion of resources, which could harm our business.
We also rely on a variety of technology that we license
from third parties, including our database and Internet
server software, which is used in our websites to
perform key functions. There can be no assurance that
these third party technology licenses will continue to
be available to us on commercially reasonable terms. The
loss of or our inability to maintain or obtain upgrades
to any of these technology licenses could result in
delays in completing our proprietary software
enhancements and new developments until equivalent
technology could be identified, licensed or developed
and integrated. Any such delays would harm our business.
We do not currently Except in certain limited cases, we do not currently
collect sales and collect sales or other similar taxes for shipments of
other taxes for goods into states other than New Jersey and Tennessee.
shipments into most However, the Federal government or one or more states
states. may seek to impose sales tax collection obligations on
out-of-state companies, such as us, which engage in
online commerce. In addition, any new operation in
states outside of New Jersey and Tennessee could subject
shipments into such states to state sales taxes under
current or future laws. A successful assertion by one or
more states or any foreign country that we should
collect sales or other taxes on the sale of merchandise
could have a material adverse effect on our business.
Nodividends We have never declared or paid a cash dividend and we do
have been paid. not expect to have available cash with which to pay cash
dividends in the foreseeable future.
A large block of Owners of a large block of shares which were previously
shares can be sold restricted can be sold under Rule 144. The sale of a
under Rule 144. large number of these shares could lower the price of
our shares or make it harder to attract new investors.
Issuance of preferred We have authorized 5,000,000 shares of preferred stock
stock may have the which may be issued by the Board. Issuance of such
effect of preventing preferred stock may have the effect of delaying,
a change of control. deterring or preventing a change in control.
USE OF PROCEEDS
All of the shares which may be sold pursuant to this prospectus will be
sold from time to time by the selling stockholders for their own accounts or by
pledgees, donees, transferees or other successors in interest thereof. The
Company will receive no proceeds from any such sales of shares.
14
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth the number of shares of Common Stock
beneficially owned by each of the selling stockholders as of the date hereof,
the number of shares owned by them covered by this prospectus and the amount and
percentage of shares to be owned by each selling stockholder after the sale of
all of the shares offered by this prospectus. The number of shares indicated
includes shares of Common Stock issuable upon exercise of currently exercisable
warrants. The list of selling stockholders includes C.E. Unterberg, Towbin and
Genesis Direct, Inc. Robert Matluck, a director of the Company is currently a
Managing Director of C.E. Unterberg, Towbin and Warren Struhl is an affiliate of
Genesis Direct. Except for Messrs. Struhl and Matluck, none of the selling
stockholders has had any position, office or other material relationship with
the Company within the past three years other than as a result of the ownership
of the shares or other securities of the Company. The information included below
is based on information provided by the selling stockholders. Because the
selling stockholders may offer some or all of their shares, no definitive
estimate as to the number of shares that will be held by the selling
stockholders after such offering can be provided and the following table has
been prepared on the assumption that all shares of Common Stock offered hereby
will be sold.
Shares
Owned Percentage of
Shares of After Shares Owned
Beneficially Shares Offering After Offering
Name Owned Offered (1) (1)(2)
- ---- ----- ------- --- ------
Big Wave NV 126,650 126,650 0 0
Cairnton Partnership 146,650 146,650 0 0
C. E. Unterberg, Towbin 138,000(3) 138,000 0 0
Fahnestock & Co. Inc. 53,220(3) 53,220 0 0
Henry P. Williams 15,050(3) 15,050 0 0
Roger D. Elsas 8,960(3) 8,960 0 0
Philip W. Ho 7,000(3) 7,000 0 0
William R. Armstrong,
Jr. 3,500(3) 3,500 0 0
Frank Colen 2,870(3) 2,870 0 0
Yvonne K. Furrer 700(3) 700 0 0
Kathy Wilson 700(3) 700 0 0
- ----------
(1) Assumes sale of all shares owned by the selling stockholders.
(2) Based on 7,493,350 shares of Common Stock outstanding on March 24, 1999.
(3) Represents shares underlying underwriter's warrants issued in connection
with the Company's initial public offering, assuming exercise thereof.
PLAN OF DISTRIBUTION
The shares are being registered in order to facilitate their sale from
time to time by the selling stockholders, or by pledgees, donees, transferees or
other successors in interest thereof, as market conditions permit in one or more
transactions. No underwriting arrangements have been entered into by the selling
stockholders. In addition, as none of the selling stockholders have advised the
Company whether or not they have any current intention of selling any of the
shares, the Company is unable to predict whether or when any of the selling
stockholders will determine to proceed with sales of the shares, as such
determination will be made solely at the discretion of each selling stockholder.
The distribution of the shares by the selling stockholders and/or their
pledgees, donees, transferees or other successors in interest, may be effected
in one or more transactions that may take place on the Nasdaq SCM, the
over-the-counter market, including ordinary brokers transactions, privately
negotiated transactions or through sales to one or more dealers for resale of
the shares as principals, or a combination of such methods of sale, at market
prices prevailing at the time of sale, at prices related to such
15
<PAGE>
prevailing market prices or at negotiated prices. The shares may be sold by one
or more of the following methods, without limitation: (a) a block trade in which
a broker or dealer so engaged will attempt to sell the shares as agent but may
position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this prospectus; (c) ordinary
brokerage transactions and transactions in which the broker solicits purchasers;
and (d) face-to-face transactions between sellers and purchasers without a
broker-dealer. In effecting sales, brokers or dealers engaged by the selling
stockholder may arrange for other brokers or dealers to participate. Such
brokers or dealers may receive commissions or discounts from the selling
stockholders in amounts to be negotiated immediately prior to the sale. The
selling stockholders and such brokers and dealers and any other participating
brokers or dealers may be deemed to be "underwriters" within the meaning of the
Securities Act, in connection with such sales. The Company has agreed to bear
all expenses of registration of the shares.
The Company will receive no proceeds from any sales of the shares offered
hereby by the selling stockholders. The Company has agreed to pay the filing
fees, costs and expenses associated with the registration statement exclusive of
fees of counsel to the selling stockholders, or any of them, but inclusive of
fees relating to compliance with any state blue sky requirements, commissions
and discounts of underwriters, dealers or agents, if any, and any stock transfer
taxes.
The Company has agreed to indemnify the selling stockholders, or their
transferees or assignees against certain liabilities, including liabilities
under the Securities Act.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Section 145 of the General Corporation Law of Delaware grants each
corporation organized thereunder the power to indemnify its officers, directors,
employees and agents on certain conditions against liabilities arising out of
any action or proceeding to which any of them is a party by reason of being such
officer, director, employee or agent. The Certificate of Incorporation also
provides for the indemnification, to the fullest extent permitted by the General
Corporation Law of Delaware, of such persons. Insofar as indemnification for
liabilities arising under the Securities Act, may be permitted to directors,
officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
LEGAL MATTERS
The validity of the shares offered hereby is being passed upon for the
Company by Davis & Gilbert LLP, 1740 Broadway, New York, New York, 10019.
EXPERTS
The consolidated financial statements and schedule incorporated by
reference in this prospectus and elsewhere in the registration statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are included herein in
reliance upon authority of the said firm as experts in accounting and auditing.
16
<PAGE>
================================================================================
Until ___________, all dealers that effect transactions in these securities may
be required to deliver a prospectus.
We have not authorized any person to give any information or to make any
representations other than those contained in this prospectus. You must not rely
upon any information or representation not contained or incorporated by
reference in this prospectus as if we had authorized it. If any person does make
a statement that differs from what is in this prospectus, you should not rely on
it. This prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any securities other than the securities to which they relate nor
does this prospectus constitute an offer to sell or the solicitation of an offer
to buy securities in any state or other jurisdiction to any person to whom it is
unlawful to make such offer or solicitation in such jurisdiction. The
information contained in this prospectus is accurate as of the date of its
cover. When we deliver this prospectus or make a sale pursuant to this
prospectus, we are not implying that the information is current as of the date
of the delivery of the sale.
----------------------------
TABLE OF CONTENTS
Page
----
Where You Can Find More Information......2
Incorporation of Certain Information
by Reference.............................2
Prospectus Summary ......................4
Risk Factors ............................7
Use of Proceeds.........................14
Selling Stockholders ...................14
Plan of Distribution ...................15
Disclosure of Commission Position on
Indemnification For Securities Act
Liabilities...........................16
Legal Matters ..........................16
Experts.................................16
================================================================================
================================================================================
503,300 Shares
CYBERSHOP
INTERNATIONAL,
INC.
Common Stock
_______________
PROSPECTUS
_______________
April 1, 1999
================================================================================
<PAGE>
INFORMATION NOT REQUIRED IN THE PROSPECTUS
The Company will bear no expenses in connection with any sale or other
distribution by the selling stockholders of the shares being registered other
than the expenses of preparation and distribution of this registration statement
and the prospectus included in this registration statement. Such expenses are
set forth in the following table. All of the amounts are estimates except the
Securities and Exchange Commission filing fee.
Item 14. Other Expenses of Issuance and Distribution.
SEC registration fee .....................$3,269
Accounting fees and expenses..............$2,500
Legal fees and expenses..................$15,000
Printing expenses.........................$3,000
Miscellaneous.............................$1,231
Total.................................$25,000
- -----------
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the "DGCL") provides
that a corporation may indemnify its directors and officers, as well as other
employees and individuals, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation - a
"derivative action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with the
defense or settlement of such actions, and the statute requires court approval
before there can be any indemnification in which the person seeking
indemnification has been found liable to the corporation. The statute provides
that it is not exclusive of other indemnification that may be granted by a
corporation's charter, bylaws, disinterested director vote, stockholder vote,
agreement or otherwise.
The Registrant's Bylaws requires indemnification to the full extent
permitted under Delaware law. Subject to any restrictions imposed by Delaware
law, the Bylaws provide an unconditional right to indemnification for all
expense, liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid in settlement) actually and
reasonably incurred or suffered by any person in connection with any actual or
threatened action, suit or proceeding, whether civil, criminal, administrative
or investigative (including, to the extent permitted by law, any derivative
action) by reason of the fact that such person is or was serving as a director
or officer of the Registrant or that, being or having been a director or officer
of the Registrant, such person is or was serving at the request of the
Registrant as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise. The Bylaws also provide
indemnification to its employees and agents with the same scope and effect as
the foregoing indemnification of directors and officers.
Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability for (1) any
breach of the director's duty of loyalty to the corporation or its stockholders,
(2) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (3) payments of unlawful dividends or unlawful
stock repurchases or redemptions, or (4) any transaction from which the director
derived an improper personal benefit.
II-1
<PAGE>
The Registrant's Certificate of Incorporation provides that to the full
extent that the DGCL, as it now exists or may hereafter be amended, a director
of the Registrant shall not be liable to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty as a director. Any amendment to or
repeal of such provision shall not adversely affect any right or protection of a
director of the Registrant existing at the time of such repeal or modification.
Insurance for the Registrant's directors and officers, against expenses
and liabilities in connection with the defense of actions, suits or proceedings
to which they may be parties by reason of having been directors or officers of
the Registrant, is provided by the Registrant.
Item 16. Exhibits.
Exhibit Description
- ------- -----------
1 Not Applicable
2 Not Applicable
4 Instruments defining the rights of security holders, including
indentures:
(A) Certificate of Incorporation, as amended (Incorporated by
reference to the Company's Registration Statement on Form S-1
(File No: 333-42707) effective March 23, 1998).
(B) By-Laws (Incorporated by reference to the Company's
Registration Statement on Form S-1 (File No: 333-42707)
effective March 23, 1998).
(C) Specimen Common Stock Certificate (Incorporated by reference
to the Company's Registration Statement on Form S-1 (File No:
333-42707) effective March 23, 1998).
5 Opinion of Davis & Gilbert LLP, filed herewith
8 Not Applicable
12 Not Applicable
15 Not Applicable
23.1 Consent of Arthur Andersen LLP, filed herewith
23.2 Consent of Davis & Gilbert LLP (included in the opinion filed as
Exhibit No. 5)
24 Not Applicable
25 Not Applicable
26 Not Applicable
27 Not Applicable
II-2
<PAGE>
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any additional or changed material information with
respect to the plan of distribution:
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required in a post-effective amendment is incorporated by reference
from periodic reports filed with the Commission by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act").
(2) That, for the purpose of determining any liability under the
Securities Act, the undersigned will treat each such post-effective amendment as
a new registration statement of the securities offered, and the offering of the
securities at that time to be the initial bona fide offering thereof.
(3) To file a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to section 13(a) or section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company, pursuant to the provisions described in Item 15 above, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange 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 Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by any such director, officer or controlling person
in connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether or not
such indemnification is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.
(d) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the
II-3
<PAGE>
securities offered therein, and the offering of such securities at that time
shall be the initial bona fide offering thereof.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York in the State of
New York on March 29, 1999.
CYBERSHOP INTERNATIONAL, INC.
By /s/ Jeffrey S. Tauber
------------------------------------------
Jeffrey S. Tauber
Chairman and Chief Executive Officer
President and Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement on Form S-3 has been signed by the following persons in
the capacities and on the dates indicated.
Signature Date
/s/ Jeffrey S. Tauber March 29, 1999
- ---------------------------------
Jeffrey S. Tauber
Chairman and Chief Executive Officer
President (Principal Executive Officer) and Director
/s/ Jeffrey Leist March 29, 1999
- ---------------------------------
Jeffrey Leist
Chief Operating Officer and Chief Financial Officer
(Principal Accounting and Financial Officer)
/s/ Warren Struhl March 29, 1999
- ---------------------------------
Warren Struhl
Director
/s/ Robert Matluck March 29, 1999
- ---------------------------------
Robert Matluck
Director
/s/ Michael Kempner March 29, 1999
- ---------------------------------
Michael Kempner
Director
Exhibit 5.1
[Letterhead of Davis & Gilbert LLP]
4800
March 29, 1999
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Cybershop International, Inc.
Ladies and Gentlemen:
We have acted as counsel to Cybershop International, Inc., a
Delaware corporation (the "Company") in connection with the registration
pursuant to a Registration Statement on Form S-3 (the "Registration Statement")
under the Securities Act of 1933, as amended, of an aggregate of 1,084,322
shares of Common Stock of the Company, par value $.001 per share ("Common
Stock").
In connection with this opinion, we have examined originals, or
copies certified to our satisfaction, of the Certificate of Incorporation of the
Company, as amended, the By-Laws of the Company, as amended, the minutes and
other records of the proceedings of the Board of Directors and of the
stockholders of the Company, and such other documents, corporate and public
records, agreements, and certificates of officers of the Company and of public
and other officials, and we have considered such questions of law, as we have
deemed necessary as a basis for the opinions hereinafter expressed. In such
examination we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all documents submitted to us as certified or photostatic
copies.
Based on and subject to the foregoing, we hereby advise you that, in
our opinion, the shares of Common Stock to be sold pursuant to the Registration
Statement have been duly authorized and have been and, with respect to the
shares of Common Stock to be exercised upon exercise of the warrants ("Warrant
Shares") which shares are included in the Registration Statement, will be
validly issued, and are, and, with respect to the Warrant Shares, following
receipt of the purchase price therefor will be, fully-paid and nonassessable.
We hereby consent to the use and filing of this opinion in
connection with the Registration Statement and to the reference to our firm
under the caption "Legal Matters" in the Registration Statement and in the
related Prospectus.
Very truly yours,
Davis & Gilbert LLP
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Cybershop International, Inc.:
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 16, 1999
included in Cybershop International, Inc.'s Form 10-K for the year ended
December 31, 1998 and to all references to our firm included in this
registration statement.
Arthur Andersen LLP
Roseland, New Jersey
March 26, 1999
