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FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 6, 2000
REGISTRATION NO. 333-40758
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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AMENDMENT NO. 3
TO
FORM S-4
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 (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION 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)
RONALD S. SMITH
CHIEF EXECUTIVE OFFICER
BEYOND.COM CORPORATION
3200 PATRICK HENRY DRIVE
SANTA CLARA, CALIFORNIA 95054
(408) 855-3000
COPIES OF ALL COMMUNICATIONS, INCLUDING ALL COMMUNICATIONS SENT TO THE AGENT FOR
SERVICE, SHOULD BE SENT TO:
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RICHARD SCUDELLARI, ESQ. ABIGAIL ARMS, ESQ.
JUSTIN L. BASTIAN, ESQ. SHEARMAN & STERLING
MICHAEL P. ASHKAR, ESQ. 801 PENNSYLVANIA AVENUE, N.W.
MORRISON & FOERSTER LLP WASHINGTON, D.C. 20004
755 PAGE MILL ROAD (202) 508-8000
PALO ALTO, CALIFORNIA 94304
(650) 813-5600
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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: [ ]
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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: [ ]
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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: [ ]
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
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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 21
of the Registrant's Registration Statement on Form S-4, as amended, (File No.
333-40758) filed with the Securities Exchange Commission on August 25, 2000 and
to add information in Part II, Item 21. The complete text of such item, as
amended, follows.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits: The Exhibit Index attached hereto is hereby incorporated to
this item by reference thereto.
(b) FINANCIAL STATEMENT SCHEDULES
BEYOND.COM CORPORATION
VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)
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BALANCE AT CHARGED TO BALANCE AT
BEGINNING COSTS AND DEDUCTION/ END OF
DESCRIPTION OF PERIOD EXPENSES WRITEOFF PERIOD
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Year ended December 31, 1997
Accounts receivable allowances........................ $ 65 $240 $ (30) $275
Allowance for sales returns........................... -- -- -- --
Period ended December 31, 1998
Accounts receivable allowances........................ 275 332 (31) 576
Allowance for sales returns........................... -- 462 (160) 302
Period ended December 31, 1999
Accounts receivable allowances........................ 576 634 (809) 401
Allowance for sales returns........................... 302 310 (21) 591
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All other schedules are omitted because they are inapplicable or the
requested information is shown in the financial statements of the registrant or
related notes thereto.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 3 to Registration Statement on Form S-4 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Santa Clara, State of California on September 6, 2000.
Beyond.com Corporation
By: /s/ RONALD S. SMITH
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Ronald S. Smith
President and Chief Executive
Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to the registration statement on Form S-4 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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By: /s/ RONALD S. SMITH Director, President and Chief September 6, 2000
---------------------------------------------- Executive Officer
Ronald S. Smith (Principal Executive
Officer)
By: /s/ CURTIS A. CLUFF Senior Vice President and September 6, 2000
---------------------------------------------- Chief Financial Officer
Curtis A. Cluff (Principal Accounting
Officer)
By: /s/ WILLIAM S. MCKIERNAN September 6, 2000
---------------------------------------------- Chairman of the Board of
William S. McKiernan Directors
By: /s/ MARK W. BAILEY* September 6, 2000
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Mark W. Bailey Director
By: /s/ RICHARD SCUDELLARI* September 6, 2000
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Richard Scudellari Director
*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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2.1 Form of Dealer Manager Agreement.
3.1 Certificate of Incorporation, as amended (Incorporated by
reference from Beyond.com's Current Report on Form 8-K filed
with the Commission on December 31, 1998, as amended.)
3.2 Bylaws of the Registrant (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.)
4.1** Form of exchange note indenture between the Registrant and
LaSalle National Bank as exchange note trustee.
4.3 Form of existing note indenture dated as of November 23,
1998, by and between the Registrant and LaSalle National
Bank (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.)
4.6** Form of Exchange Note (included in Exhibit 4.1)
5.1** Opinion of Morrison & Foerster LLP
10.1 Internet Commerce Services Agreement by and between the
Registrant and CyberSource Corporation (Incorporated by
reference from Beyond.com's Registration Statement on Form
S-3/ A (Reg. No. 333-39024) filed with the SEC on August 3,
2000.)
10.2 Co-hosting Agreement by and between the Registrant and
Network Associates, Inc. (Incorporated by reference from
Beyond.com's Quarterly Report on Form 10-Q/A filed with the
SEC on August 3, 2000)
10.3 Web Site Service Agreement by and between the Registrant and
Network Associates, Inc. (Incorporated by reference from
Beyond.com's Quarterly Report on Form 10-Q/A filed with the
SEC on August 3, 2000)
10.4 Electronic Services Distribution Agreement by and between
the Registrant and McAfee Software, Inc. (Incorporated by
reference from Beyond.com's Quarterly Report on Form 10-Q/A
filed with the SEC on August 3, 2000)
12.1** Statement regarding computation of ratios of earnings to
fixed charges
23.1** Consent of Ernst & Young LLP, independent auditors
23.2** Consent of Morrison & Foerster LLP (included in Exhibit 5.1)
24.1** Power of Attorney
25.1 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of LaSalle National Bank
Association
99.1** Form of Letter of Transmittal
99.2** Form of Notice of Guaranteed Delivery
99.3** Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and other Nominees
99.4** Form of Letter to clients
99.5** Press Release Issued July 3, 2000
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** Previously filed as an exhibit to this Registration Statement.
