<PAGE> 1
EXHIBIT 99.4
OFFER FOR ALL OUTSTANDING
7 1/4% CONVERTIBLE SUBORDINATED NOTES DUE DECEMBER 1, 2003
IN EXCHANGE FOR
10 7/8% CONVERTIBLE SUBORDINATED NOTES DUE DECEMBER 1, 2003,
WHICH WILL BE REGISTERED UNDER
THE SECURITIES ACT OF 1933,
AS AMENDED, PRIOR TO CLOSING
OF
BEYOND.COM CORPORATION
To Our Clients:
Enclosed for your consideration is a Preliminary Prospectus, dated July 3,
2000 (the "Prospectus"), and the related Letter of Transmittal (the "Letter of
Transmittal"), relating to the offer (the "Exchange Offer") of Beyond.com
Corporation (the "Company") to exchange its 10 7/8% Convertible Subordinated
Notes due September 1, 2003 (the "Exchange Notes"), for its outstanding 7 1/4%
Convertible Subordinated Notes due September 1, 2003 (the "Existing Notes"),
upon the terms and subject to the conditions described in the Prospectus and the
Letter of Transmittal.
This material is being forwarded to you as the beneficial owner of the
Existing Notes held by us for your account but not registered in your name. A
tender of such Existing Notes may only be made by us as the holder of record and
pursuant to your instructions.
Accordingly, we request instructions as to whether you wish us to tender on
your behalf the Existing Notes held by us for your account, pursuant to the
terms and conditions set forth in the enclosed Prospectus and Letter of
Transmittal.
Your instructions should be forwarded to us as promptly as possible in
order to permit us to tender the Existing Notes on your behalf in accordance
with the provisions of the Exchange Offer. The Exchange Offer will expire at
5:00 P.M., Eastern Daylight Time, on July , 2000, unless extended by the
Company. Any Existing Notes tendered pursuant to the Exchange Offer may be
withdrawn at any time before the Expiration Date.
Your attention is directed to the following:
1. The Exchange Offer is for any and all Existing Notes.
2. The Exchange Offer is subject to certain conditions set forth in the
Prospectus in the section captioned "The Exchange Offer -- Conditions
for completion of the exchange offer."
3. Any transfer taxes incident to the transfer of Existing Notes from the
holder to the Company will be paid by the Company, except as otherwise
provided in the Instructions in the Letter of Transmittal.
4. The Exchange Offer expires at 5:00 P.M., Eastern Daylight Time, on July
, 2000, unless extended by the Company.
If you wish to have us tender your Existing Notes, please so instruct us by
completing, executing and returning to us the instruction form on the back of
this letter. The Letter of Transmittal is furnished to you for information only
and may not be used directly by you to tender Existing Notes.
<PAGE> 2
INSTRUCTIONS WITH RESPECT TO
THE EXCHANGE OFFER
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Exchange Offer made by Beyond.com
Corporation with respect to its Existing Notes.
This will instruct you to tender the Existing Notes indicated below (or, if
no number is indicated below, all Existing Notes) held by you for the account of
the undersigned, upon and subject to the terms and conditions set forth in the
Prospectus and the related Letter of Transmittal.
Please tender the Existing Notes held by you for my account as indicated
below:
7 1/4% Convertible Subordinated Notes due December 1, 2003
$63,250,000 (Aggregate Principal Amount of Existing Notes)
[ ] Please do not tender any Existing Notes held by you for my
account.
Dated:
----------------------------------, 2000
Signature(s):
Print name(s) here:
(Print Address(es)):
(Area Code and Telephone Number(s)):
(Tax Identification or Social Security Number(s)):
None of the Existing Notes held by us for your account will be tendered
unless we receive written instructions from you to do so. After receipt of
instructions to tender, unless we receive specific contrary instructions we will
tender all the Existing Notes held by us for your account.
