Filed pursuant to Rule 424(b)(3)
Reg. No. 333-96311
Prospectus Supplement No. 5
(To Prospectus dated June 2, 2000)
eTOYS INC.
6.25 % CONVERTIBLE SUBORDINATED NOTES DUE DECEMBER 1, 2004
This prospectus supplement supplements and amends the prospectus
dated June 2, 2000 relating to the 6.25% Convertible Subordinated Notes Due
December 1, 2004 of eToys Inc. and the shares of eToys Inc. common stock,
par value $.0001 per share, issuable upon conversion of the convertible
notes.
The table on pages 39 through 40 of the prospectus sets forth
information with respect to the selling securityholders and the respective
amounts of convertible notes beneficially owned by each selling
securityholder that may be offered pursuant to the prospectus (as
supplemented and amended). This prospectus supplement amends and
supplements the information contained in the table under the section
entitled "Selling Securityholders" as set forth below:
<TABLE>
<CAPTION>
Principal Amount
of Notes
Beneficially Percent of Total Common Stock Common Stock to
Owned and Outstanding Owned Prior to the be Registered
"Name Offered Hereby Notes Note Offering Hereby(1)
----- ---------------- ------- --------------- -----------
<S> <C> <C> <C> <C>
Alta Partners Holdings, LDC $1,200,000 * None 16,238
Credit Research & Trading LLC 6,645,000 22.6% None 89,922
Fidelity Fixed-Income Trust:
Fidelity High Income Fund(3) 1,070,000 * None 14,479
Fidelity Management Trust Company
on behalf of accounts managed by it(4) 2,660,000 1.8% None 35,995
Fir Tree Institutional Value Fund, L.P. 13,643,025 9.1% None 184,617
Fir Tree Value Fund, L.P. 37,007,225 24.7% None 500,781
Fir Tree Value Partners, LDC 3,774,750 2.5% None 51,079
Goldman Sachs and Company 1,250,000 * None 16,915
Van Kampen Harbor Fund 6,000,000 4.0% None 81,193
---------------
* less than one percent.
(1) The shares of common stock to be registered are calculated on an "as
converted" basis using the conversion rate described on the front
cover page of this prospectus.
(3) The entity is either an investment company or a portfolio of an
investment company registered under Section 8 of the Investment
Company Act of 1940, as amended, or a private investment account
advised by Fidelity Management & Research Company ("FMR Co."). FMR Co.
is a Massachusetts corporation and an investment advisor registered
under Section 203 of the Investment Advisers Act of 1940, as amended,
and provides investment advisory services to
each of such Fidelity entities identified above, and to other
registered investment companies and to certain other funds which are
generally offered to a limited group of investors. FMR Co. is a
wholly-owned subsidiary of FMR Corp. ("FMR"), a Massachusetts
corporation. The holdings are as of June 30, 2000.
(4) Shares indicated as owned by such entity are owned directly by various
private investment accounts, primarily employee benefit plans for
which Fidelity Management Trust Company ("FMTC") serves as trustee or
managing agent. FMTC is a wholly-owned subsidiary of FMR and a bank as
defined in Section 3(a)(6) of the Securities Exchange Act of 1934, as
amended. The holdings are as of June 30, 2000."
</TABLE>
The prospectus, together with this prospectus supplement, constitutes
the prospectus required to be delivered by Section 5(b) of the Securities
Act of 1933, as amended, with respect to offers and sales of the
convertible notes and the common stock issuable upon conversion of the
convertible notes. All references in the prospectus to "this prospectus"
are amended to read "this prospectus (as supplemented and amended)."
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER MATTERS DISCUSSED
UNDER THE CAPTION "RISK FACTORS" BEGINNING ON PAGE 3 OF THE PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON
THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS OR ANY ACCOMPANYING PROSPECTUS
SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus supplement No. 5 is November 13, 2000.
