<PAGE> 1
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-70957
SUPPLEMENT NO. 2 DATED JUNE 18, 1999
TO PROSPECTUS DATED APRIL 29, 1999
RELATING TO $63,250,000
7 1/4% CONVERTIBLE SUBORDINATED NOTES
DUE DECEMBER 1, 2003
AND
4,054,699 SHARES OF COMMON STOCK,
$.001 PAR VALUE PER SHARE, OF
BEYOND.COM CORPORATION
SEE "RISK FACTORS" BEGINNING ON
PAGE 9 OF THE ACCOMPANYING PROSPECTUS
FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
All capitalized terms used but not defined herein shall have the meanings
prescribed in the Prospectus dated April 29, 1999, forming a part of the
Registration Statement on Form S-1, File No. 333-70957. This Prospectus
Supplement is incorporated by reference into the Prospectus and should be read
in conjunction with the Prospectus. Any cross references in this Supplement
refer to portions of the Prospectus.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The following information amends, restates and updates the information
found on pages 88-90 of the Prospectus under the caption "Principal and Selling
Noteholders and Stockholders -- 7 1/4% Convertible Subordinated Notes" based
upon certain information received, and relied upon, by the Company through June
15, 1999 as to the security ownership of the Principal and Selling Noteholders.
PRINCIPAL AND SELLING NOTEHOLDERS AND STOCKHOLDERS
7 1/4% CONVERTIBLE SUBORDINATED NOTES
We originally issued and sold our 7 1/4% Convertible Subordinated Notes to
the initial purchasers in a transaction exempt from the registration
requirements of the Securities Act. Subsequently, the initial purchasers of our
7 1/4% Convertible Subordinated Notes may have sold some or all of our 7 1/4%
Convertible Subordinated Notes to persons reasonably believed to be Qualified
Institutional Buyers as defined in Rule 144A under the Securities Act. The
present holders of our 7 1/4% Convertible Subordinated Notes may from time to
time offer and sell pursuant to this prospectus any or all of our 7 1/4%
Convertible Subordinated Notes and common stock into which our 7 1/4%
Convertible Subordinated Notes may convert.
Set forth below is the name of each selling holder of our 7 1/4%
Convertible Subordinated Notes, the nature of any position, office, or other
material relationship it has had with us or any of our predecessors or
affiliates within the past three years, the principal amount of our 7 1/4%
Convertible Subordinated Notes that it may offer and sell pursuant to this
prospectus and (if one percent or more) the percentage of our 7 1/4% Convertible
Subordinated Notes the holder owned as of June 3, 1999, the number of shares
that it may offer and sell pursuant to this prospectus and (if one percent or
more) the percentage of common stock represented by the common stock after
conversion of our 7 1/4% Convertible Subordinated Notes.
The selling noteholders identified in this Prospectus may have sold,
transferred or otherwise disposed of all or a portion of their Notes since the
date on which they provided the information regarding their Notes, and requested
registration thereof, in transactions exempt from the registration requirements
of the Securities Act. Accordingly, since certain other selling noteholders may
have purchased such Notes and also requested registration thereof, the aggregate
amount of securities listed under the caption "Selling Noteholders and
Stockholders" in the Prospectus may exceed the total amount of securities issued
or issuable by us. See "Plan of Distribution."
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<TABLE>
<CAPTION>
SHARES ISSUABLE
UPON CONVERSION
OF THE NOTES PERCENTAGE OF
PRINCIPAL AMOUNT PERCENT THAT MAY BE COMMON STOCK
OF NOTES THAT OF NOTES SOLD PURSUANT TO AFTER CONVERSION
NAME MAY BE SOLD($) OUTSTANDING THIS PROSPECTUS(1) OF THE NOTES(2)
---- ---------------- ----------- -------------------- -----------------
<S> <C> <C> <C> <C>
American Express Trust
Company..................... 4,500,000 7.11% 245,365 *
1200 Northstar West
Minneapolis, MN 55440
Bear Stearns Securities
Corp. ...................... 11,565,000 18.28% 630,589 2.30%
One Metrotech Center North,
4th Floor
Brooklyn, NY 11201
Deutsche Morgan Grenfell...... 4,550,000 7.19% 248,092 *
175 Nater Street
New York, NY 10004
</TABLE>
87
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<TABLE>
<CAPTION>
SHARES ISSUABLE
UPON CONVERSION
OF THE NOTES PERCENTAGE OF
PRINCIPAL AMOUNT PERCENT THAT MAY BE COMMON STOCK
OF NOTES THAT OF NOTES SOLD PURSUANT TO AFTER CONVERSION
NAME MAY BE SOLD($) OUTSTANDING THIS PROSPECTUS(1) OF THE NOTES(2)
---- ---------------- ----------- -------------------- -----------------
<S> <C> <C> <C> <C>
Goldman, Sachs & Co. ......... 4,460,000 7.05% 243,184 *
1 New York Plaza, 45th Floor
New York, NY 10004
Mercantile-Safe Deposit &
Trust Company............... 1,360,000 2.15% 74,155 *
766 Old Hammonds Ferry Road
Lihthicum, MD 21890
PNC Bank, National
Association................. 95,000 * 5,180 *
1055 Market Street
11 Penn Center, 15th Floor
Philadelphia, PA 19103
Morgan Stanley & Co.
Incorporated................ 1,972,000 3.1% 107,525 *
One Pierdepont Plaza, 7th
Floor
Brooklyn, NY 11201
State Street Bank and Trust
Company..................... 21,345,000 33.8% 1,163,850 4.2%
Global Corp. Action Dept.
JA85H
P.O. Box 1631
Boston, MA 02105
The Bank of New York.......... 2,430,000 3.8% 132,497 *
925 Patterson Plank Road
Secaucus, N.J. 07094
Boston Safe Deposit and Trust
Company..................... 1,520,000 2.4% 82,879 *
c/o Mellon Bank, N.A.
Three Mellon Bank Center,
Room 153-3015
Pittsburg, PA 15259
Credit Suisse First Boston
Corporation................. 1,938,000 3.1% 105,671 *
c/o ADP Proxy Services
51 Mercedes Way
Eddehood, NY 11717
</TABLE>
88
<PAGE> 4
<TABLE>
<CAPTION>
SHARES ISSUABLE
UPON CONVERSION
OF THE NOTES PERCENTAGE OF
PRINCIPAL AMOUNT PERCENT THAT MAY BE COMMON STOCK
OF NOTES THAT OF NOTES SOLD PURSUANT TO AFTER CONVERSION
NAME MAY BE SOLD($) OUTSTANDING THIS PROSPECTUS(1) OF THE NOTES(2)
---- ---------------- ----------- -------------------- -----------------
<S> <C> <C> <C> <C>
Donaldson, Lufkin & Jenrette
Securities Corporation...... 500,000 * 27,263 *
1 Pershing Plaza
Jersey City, NJ 07399
Investors Bank & Trust/M.F.
Custody..................... 285,000 * 15,540 *
200 Clarendon Street
15th Floor Hancock Tower
Boston, MA 02116
PaineWebber Incorporated...... 500,000 * 27,263 *
101 Hudson Street
Jersey City, NJ 07302
Prudential Securities
Incorporated................ 100,000 * 5,453 *
c/o ADP Proxy Services
51 Mercedes Way
Eddehood, NY 11717
Merrill Lynch Professional
Clearing Corp. ............. 958,000 1.5% 52,236 *
1000 Harbor Blvd.
Weehanken, NJ 07302
Chase Manhattan Bank.......... 1,000,000 1.6% 54,526 *
4 New York Plaza, 15th Floor
New York, NY 10084
SoundShore Opportunity Holding
Fund Ltd. .................. 2,520,000 4.0% 137,405 *
1281 East Main Street
Stamford, CT 06902
SoundShore Holdings Ltd. ..... 2,920,000 4.6% 159,215 *
1281 East Main Street
Stamford, CT 06902
Susquehana Capital Group...... 2,483,000 3.9% 135,387 *
401 City Line Ave.
Suite 220
Bala Cynwd, PA 19004
Highbridge Capital
Corporation................. 4,200,000 6.6% 229,008 *
P.O. Box Seven Mile Beach
Grand Cayman, Cayman
Islands, B.W.I.
Jackson Investment Fund
Ltd. ....................... 1,810,000 2.9% 98,691 *
c/o Citidel Limited
Partnership
225 West Washington St.
9th Floor
Chicago, IL 60606
Oppenheimer Funds, Inc. ...... 3,000,000 4.7% 163,577 *
Two World Trade Center
34th Floor
New York, NY 10048
Deephaven Market.............. 825,000 1.3% 44,984 *
Neutral Fund Limited
1712 Hopkins Crossroad
Minnetoka, MN 55305
Deephaven Market.............. 675,000 1.1% 36,805 *
Neutral Trading L.P.
1712 Hopkins Crossroad
Minnetoka, MN 55305
Deutsche Bank Securities...... 23,550,000 37.2 1,284,079 24.9
31 West 52nd
New York, NY 10019
</TABLE>
89
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* Less than one percent.
(1) Assumes conversion of the full amount of our 7 1/4% Convertible Subordinated
Notes held by the holder at the initial conversion price of $18.34 per
share.
(2) Based on shares outstanding as of April 30, 1999. Excludes at April 30,
1999: (i) 6,154,551 shares of common stock issuable upon exercise of options
outstanding under our 1995, 1998 and 1999 stock Option Plans at a weighted
average exercise price of $4.16 per share; (ii) 928,728 shares of common
stock issuable upon exercise of outstanding options granted outside of the
plans at a weighted average exercise price of $0.004 per share; (iii)
2,107,180 shares of common stock reserved for future issuance under the
plans; (iv) 358,423 shares of common stock reserved for issuance pursuant to
the exercise of a warrant issued by us to America Online at an
90
