<PAGE>
Filed pursuant to Rule 424(b)(3)
Reg. No. 333-96311
Prospectus Supplement No. 1
(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 that table by replacing the principal amounts for
Credit Research & Trading LLC and Goldman Sachs and Company with the
corresponding items set forth below:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
OF NOTES
BENEFICIALLY COMMON STOCK OWNED
OWNED AND PERCENT OF TOTAL PRIOR TO THE NOTE COMMON STOCK TO BE
NAME OFFERED HEREBY OUTSTANDING NOTES OFFERING REGISTERED HEREBY(1)
---- ---------------- ----------------- ------------------ --------------------
<S> <C> <C> <C> <C>
Credit Research & Trading LLC $6,645,000 22.6% None 89,922
Goldman Sachs and Company 750,000 * None 10,149
</TABLE>
---------------
* 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."
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. 1 is June 26, 2000.
