<PAGE>
As filed with the Securities and Exchange Commission on May 5, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ETOYS INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 95-4633006
(State of incorporation) (I.R.S. Employer Identification No.)
3100 OCEAN PARK BLVD., SUITE 300
SANTA MONICA, CA 90405
(Address of principal executive offices)
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1999 EMPLOYEE STOCK PURCHASE PLAN
1999 STOCK OPTION PLAN
(Full title of the Plans)
-----------------------
EDWARD C. LENK
PRESIDENT AND CEO
ETOYS INC.
3100 OCEAN PARK BLVD., SUITE 300
SANTA MONICA, CA 90405
(310) 664-8100
(Name, address and telephone number, including area code, of agent for service)
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Page 1 of 6 Pages
Exhibit Index on Page 6
(Calculation of Registration Fee on following page)
<PAGE>
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE REGISTERED AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED (1) SHARE PRICE REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1999 Employee Stock Purchase Plan 609,167 $6.06(2) $3,691,553 $975
Common Stock, $0.0001 par value
- --------------------------------------------------------------------------------------------------------------------------------
1999 Stock Option Plan 3,655,005 $7.13(2) $26,060,186 $6,880
Common Stock, $0.0001 par value
- --------------------------------------------------------------------------------------------------------------------------------
Total: $7,855
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under either of the Plans pursuant
to this Registration Statement by reason of any stock dividend, stock
split, recapitalization or any other similar transaction effected
without the receipt of consideration which results in an increase in
the number of the Registrant's outstanding shares of Common Stock.
(2) Estimated in accordance with Rule 457(h) under the Securities Act of
1933 solely for the purpose of calculating the registration fee, based
upon the average of the high and low prices reported on the Nasdaq
Stock Market for Registrant's Common Stock on May 4, 2000. In the case
of the Employee Stock Purchase Plan, such amount is multiplied by 85%,
which is the percentage of the trading purchase price applicable to
purchases under such Plan.
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<PAGE>
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement on Form S-8 covers 609,167 additional
shares and 3,655,005 additional shares of the Common Stock, $0.0001 par value
per share, of eToys Inc. ("eToys") issuable under the eToys 1999 Employee Stock
Purchase Plan and the eToys 1999 Stock Option Plan, respectively (collectively,
the "Plans"). The Plans were initially registered under eToys' Registration
Statement on Form S-8, Commission File No. 333-78853, filed on May 20, 1999, the
contents of which are hereby incorporated herein by reference.
Item 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number
------
<S> <C>
5.1 Opinion of Irell & Manella LLP
23.1 Consent of Independent Auditors
23.2 Consent of Irell & Manella LLP (included in Exhibit 5.1).
24.1 Power of Attorney (see page 5).
</TABLE>
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, eToys Inc., 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 Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Santa Monica, State of California, on this May
5, 2000.
eToys Inc.
By: /s/ Edward C. Lenk
------------------
Edward C. Lenk
President and Chief Executive Officer
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<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Edward C. Lenk and Steven J. Schoch,
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
Registration Statement on Form S-8, 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 attorney-in-facts 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/ Edward C. Lenk President, Chief Executive Officer and May 5, 2000
- ------------------ Uncle of the Board (Principal Executive
Edward C. Lenk Officer)
/s/ Steven J. Schoch Chief Financial Officer (Principal May 5, 2000
- -------------------- Financial and Accounting Officer)
Steven J. Schoch
/s/ Peter C.M. Hart Director May 5, 2000
- -------------------
Peter C.M. Hart
/s/ Tony Hung Director May 5, 2000
- -------------
Tony Hung
/s/ Michael Moritz Director May 5, 2000
- ------------------
Michael Moritz
/s/ Daniel Nova Director May 5, 2000
- ---------------
Daniel Nova
</TABLE>
-5-
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number
------
<S> <C>
5.1 Opinion of Irell & Manella LLP
23.1 Consent of Independent Auditors
23.2 Consent of Irell & Manella LLP
(included in Exhibit 5.1)
24.1 Power of Attorney (see page 5)
</TABLE>
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<PAGE>
EXHIBIT 5.1
May 5, 2000
eToys Inc.
3100 Ocean Park Blvd., Suite 300
Santa Monica, CA 90405
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form
S-8 (the "Registration Statement") executed by eToys Inc. (the "Company") and to
be filed with the Securities and Exchange Commission (the "Commission") in
connection with the registration under the Securities Act of 1933, as amended,
of a total of 4,264,172 shares of the Company's Common Stock (the "Shares")
reserved for issuance under the Company's 1999 Stock Option Plan and 1999
Employee Stock Purchase 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 the Shares, when issued and sold in the manner
described in the Registration Statement, will be legally and validly issued,
fully paid and nonassessable. We express no opinion as to matters governed by
any laws other than the laws of the State of California, the General Corporate
Law of the State of Delaware and the federal securities laws of the United
States of America.
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 it appears in the
Registration Statement and in any amendment to it.
Very truly yours,
/s/ Irell & Manella LLP
IRELL & MANELLA LLP
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<PAGE>
EXHIBIT 23.1
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the 1999 Employee Stock Purchase Plan and
1999 Stock Option Plans of eToys Inc. of our report dated May 3, 1999, with
respect to the financial statements of eToys Inc. included in its Registration
Statement on Form S-1 (File No. 333-72469) as amended, filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
Woodland Hills, California
May 4, 2000
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