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FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 3, 2000
REGISTRATION NO. 333-39024
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BEYOND.COM CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 7375 94-3212136
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER)
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3200 PATRICK HENRY DRIVE
SANTA CLARA, CALIFORNIA
(408) 855-3000
(ADDRESS, INCLUDING ZIP CODE, AND
TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
C. RICHARD NEELY, JR.
INTERIM CHIEF EXECUTIVE OFFICER
BEYOND.COM CORPORATION
3200 PATRICK HENRY DRIVE
SANTA CLARA, CALIFORNIA
(408) 855-3000
COPIES OF ALL COMMUNICATIONS, INCLUDING ALL COMMUNICATIONS SENT TO
THE AGENT FOR SERVICE, SHOULD BE SENT TO:
RICHARD SCUDELLARI, ESQ.
JUSTIN L. BASTIAN, ESQ.
MORRISON & FOERSTER LLP
755 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
(650) 813-5600
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
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, check the following box: [X]
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: [ ] _________________
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: [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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The Registrant hereby amends the disclosure contained in Part II, Item 16
of the Registrant's Registration Statement on Form S-3 (File No. 333-39024)
filed with the Securities Exchange Commission on June 9, 2000 and to add
information in Part II, Item 16. The complete text of such item, as amended,
follows.
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ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The Exhibit Index attached hereto is hereby incorporated to this item by
reference thereto.
All financial schedules are omitted because they are inapplicable or the
requested information is shown in the financial statements of the registrant or
related notes incorporated herein by reference.
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Santa Clara, State of California on
August 3, 2000.
Beyond.com Corporation
By: /s/ CURTIS A. CLUFF
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Curtis A. Cluff
Senior Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the registration statement on Form S-3 has been signed by the following
persons in the capacities and on the dates indicated:
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SIGNATURE TITLE DATE
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PRINCIPAL EXECUTIVE OFFICER
PRINCIPAL FINANCIAL OFFICER
AND PRINCIPAL ACCOUNTING OFFICER
By: /s/ CURTIS A. CLUFF Senior Vice President and Chief August 3, 2000
----------------------------------- Financial Officer (Principal
Curtis A. Cluff Executive and Accounting Officer)
DIRECTORS:
By: /s/ RONALD S. SMITH Director August 3, 2000
-----------------------------------
Ronald S. Smith
By: /s/ WILLIAM S. MCKIERNAN Chairman of the Board of Directors August 3, 2000
-----------------------------------
William S. McKiernan
By: /s/ MARK W. BAILEY* Director August 3, 2000
-----------------------------------
Mark W. Bailey
By: /s/ RICHARD SCUDELLARI* Director August 3, 2000
-----------------------------------
Richard Scudellari
*By: /s/ WILLIAM S. MCKIERNAN
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William S. McKiernan
Attorney-in-fact
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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*****3.1 Form of Certificate of Incorporation, as amended
**3.2 Form of Bylaws of the Registrant
**4.1 Specimen of Certificate for Common Stock
*5.1 Opinion of Morrison & Foerster LLP
**10.1 Form of Indemnification Agreement
**10.2 1995 Stock Option Plan, as amended
**10.3 1998 Stock Option Plan
**10.4 Stock Option Agreement dated as of March 31, 1995, by and between
the Registrant and John Pettitt
**10.9 Common Stock and Warrants Subscription Agreement dated as of March
18, 1998, by and between the Registrant and America Online, Inc
**10.10 Conveyance Agreement dated as of December 31, 1997, by and between
the Registrant and Internet Commerce Services Corporation (now known
as CyberSource Corporation)
**10.17 Promissory Note dated as of April 15, 1998, by and between the
Registrant and William S. McKiernan
**10.18 Pledge Agreement as of April 15, 1998, by and between the
Registrant and William S. McKiernan
**10.19 Internet Services and Products Agreement dated as of April 29,
1996, by and between the Registrant and Exodus Communications, Inc
**10.20 Office Building Lease dated as of July 8, 1997, as amended, by and
between the Registrant and PGP-South Bay Office Towers, Inc
**10.21 Agreement dated as of December 19, 1995, by and between the
Registrant and the United States Department of Defense, DFAS
(#N00140-96-G-D115)
10.22 Internet Commerce Services Agreement dated as of May 1, 2000, by
and between the Registrant and CyberSource Corporation
******10.24 Agreement dated as of June 12, 1998, by and between the Registrant
and the United States Department of Defense, Defense Logistics
Agency (#N00140-98-D-1756)
*******10.26 Agreement dated as of September 11, 1998, by and between the
Registrant and the United States National Imaging and Mapping
Agency (NIMA Contract #N00140-98-D-2139)
+10.27 Co-hosting Agreement dated as of September 21, 1998, by and
between the Registrant and Network Associates, Inc
+10.28 Web Site Service Agreement dated as of September 21, 1998, by and
between the Registrant and Network Associates, Inc
+10.29 Electronic Services Distribution Agreement dated as of September
1, 1997, by and between the Registrant and McAfee Software, Inc
***10.30 Offer Letter to John D. Vigouroux dated as of October 26, 1998
*23.1 Consent of Ernst & Young LLP, independent auditors
*24.1 Power of Attorney
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* Previously filed as an exhibit to this Registration Statement.
** Incorporated by reference from Beyond.com's Registration Statement on
Form S-1 (Reg. No. 333-51121), as amended, filed with the Commission
on June 17, 1998.
*** Incorporated by reference from Beyond.com's Registration Statement on
Form S-1 (Reg. No. 333-74545) filed with the Commission on March 23,
1999.
***** Incorporated by reference from Beyond.com's Current Report on Form 8-K
filed with the Commission on December 31, 1998, as amended.
****** Incorporated by reference from Beyond.com's Quarterly Report on Form
10-Q filed with the Commission on August 14, 1998.
******* Incorporated by reference from Beyond.com's Quarterly Report, as
amended, on Form 10-Q/A filed with the Commission on November 20,
1998.
+ Incorporated by reference from Beyond.com's Quarterly Report, as
amended, on Form 10-Q/A filed with the Commission on August 3, 2000.
