<PAGE>
As filed with the Securities and Exchange Commission on May 7, 1998
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
GENESIS DIRECT, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 5961 22-3449666
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER)
</TABLE>
100 PLAZA DRIVE
SECAUCUS, NEW JERSEY 07094
(201) 867-2800
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
-------------------------
WARREN STRUHL
CHIEF EXECUTIVE OFFICER
GENESIS DIRECT, INC.
100 PLAZA DRIVE
SECAUCUS, NEW JERSEY 07094
(201) 867-2800
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
-------------------------
Copies to:
<TABLE>
<S> <C> <C>
IRA A. GREENSTEIN, ESQ. RAPHAEL S. GRUNFELD, ESQ. STEPHEN H. COOPER, ESQ.
MARK L. MANDEL, ESQ. GENERAL COUNSEL WEIL, GOTSHAL & MANGES LLP
MORRISON & FOERSTER LLP GENESIS DIRECT, INC. 767 FIFTH AVENUE
1290 AVENUE OF THE AMERICAS 100 PLAZA DRIVE NEW YORK, NEW YORK 10153
NEW YORK, NEW YORK 10104 SECAUCUS, NEW JERSEY 07094 (212) 310-8000
(212) 468-8000 (201) 867-2800
</TABLE>
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
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, please 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] 333-47455
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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<CAPTION>
===============================================================================================================================
Title of Each Class of Number of Shares Proposed Maximum Proposed Maximum Amount of
Securities to be Registered to be Registered(2) Offering Aggregate Offering Registration Fee
Price Per Share(1) Price(1)
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<S> <C> <C> <C> <C>
Common Stock, par value 793,750 $15.00 $11,906 $3,512
$.01 per share
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</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act.
(2) 10,125,000 shares were previously registered under Registration Statement
No. 333-47455, in connection with which the Registrant paid aggregate
filing fees of $53,100.
----------------------
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE
SECURITIES ACT OF 1933.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The information set forth in (i) the Registration Statement on Form
S-1 filed by the Company with the Securities and Exchange Commission (File No.
333-47455) pursuant to the Securities Act of 1933, as amended, and (ii) the
related Prospectus filed under Rule 424(b)(4), is incorporated by reference
herein.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in The City of Secaucus, State of New
Jersey, on May 7, 1998.
Genesis Direct, Inc.
By: /s/ Warren Struhl
-----------------------------
Warren Struhl
Chief Executive Officer
Pursuant to the requirements of the Securities Act, 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>
* Chief Operating Officer and May 7, 1998
- --------------------------------- Director
Hunter C. Cohen
* Chief Marketing Officer and May 7, 1998
- --------------------------------- Director
David M. Sable
* Chief Financial Officer (Principal May 7, 1998
- --------------------------------- Financial and Accounting Officer)
Ronald R. Benanto
*
- --------------------------------- Director May 7, 1998
Edward Spiegel
*
- -------------------------------- Director May 7, 1998
David W. Wiederecht
*By: /s/ Warren Struhl Chairman of the Board of May 7, 1998
- -------------------------------- Directors, President and
Chief Executive Officer
(Principal Executive Officer)
</TABLE>
Attorney-in-fact pursuant to a power of attorney
filed with the Registration Statement.
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EXHIBIT INDEX
Exhibit Description Page No.
- ------- ----------- -------
5.1 Opinion of Morrison & Foerster LLP*
23.1 Consent of Morrison & Foerster LLP (contained in Exhibit 5.1)*
23.2 Consent of Ernst & Young LLP.*
24.1 Power of Attorney**
* filed herewith.
** previously filed.
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EXHIBIT 5.1
May 7, 1998
Genesis Direct, Inc.
100 Plaza Drive
Secaucus, NJ 07094
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-1
filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the
"Securities Act"), by Genesis Direct, Inc., a Delaware corporation (the
"Company"), with the Securities and Exchange Commission on May 7, 1998 (the
"Rule 462(b) Registration Statement"), relating to the registration under the
Securities Act of 793,750 shares of the Company's common stock, par value $0.01
per share (the "Stock"), including authorized but unissued shares being offered
by the Company (including shares subject to the underwriters' over-allotment
option) and presently issued and outstanding shares being offered by certain
selling shareholders (the "Selling Shareholders") (including shares subject to
the underwriters' over-allotment option). The Stock is to be sold to the
underwriters named in the Rule 462(b) Registration Statement for resale to the
public.
As counsel to the Company, we have examined such corporate records,
documents, instruments, certificates of public officials and of the Company and
such questions of law as we have deemed necessary for the purpose of rendering
the opinions set forth herein. We have also examined the Company's Registration
Statement on Form S-1 (the "Initial Registration Statement") filed on March 6,
1998 (Registration No. 333-47455), Amendment No. 1 thereto filed on April 17,
1998, Amendment No. 2 thereto filed on May 1, 1998 and Amendment No. 3 thereto
filed on May 5, 1998, relating to the registration under the Securities Act of
the Stock, which is incorporated by reference by the Rule 462(b) Registration
Statement.
We are of the opinion that (a) the shares of Stock to be offered and sold
by the Company have been duly authorized and, when issued and sold by the
Company in the manner described in
<PAGE>
the Initial Registration Statement and in accordance with the resolutions
adopted by the Board of Directors of the Company, will be legally issued, fully
paid and nonassessable, and (b) the shares of Stock that may be sold by the
Selling Shareholders are legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Rule 462(b)
Registration Statement and further consent to all references to us in the Rule
462(b) Registration Statement, the Initial Registration Statement incorporated
by reference therein, and any amendments thereto.
Very truly yours,
/s/ Morrison & Foerster LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-1 of Genesis Direct, Inc. of our reports: dated February
16, 1998, with respect to the financial statements and schedule of Genesis
Direct, Inc.; dated June 6, 1997, with respect to the financial statements of
Manny's Baseball Land, Inc.; dated January 30, 1998 with respect to the
financial statements of Select Service & Supply Co., Inc. appearing in the
Prospectus, which is a part of Registration Statement No. 333-47455 of Genesis
Direct, Inc. and to the reference to our firm under the caption "Experts"
appearing therein.
Hackensack, New Jersey /s/ Ernst & Young
May 7, 1998
