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EXHIBIT 99.3
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: Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Beyond.com Corporation (the "Company") is offering, upon and subject to the
terms and conditions set forth in the Preliminary Prospectus, dated July 3, 2000
(the "Prospectus"), and the enclosed Letter of Transmittal (the "Letter of
Transmittal"), to exchange (the "Exchange Offer") its 10 7/8% Convertible
Subordinated Notes due December 1, 2003 for its outstanding 7 1/4% Convertible
Subordinated Notes due December 1, 2003 (the "Existing Notes").
We are requesting that you contact your clients for whom you hold Existing
Notes regarding the Exchange Offer. For your information and for forwarding to
your clients for whom you hold Existing Notes registered in your name or in the
name of your nominee, or who hold Existing Notes registered in their own names,
we are enclosing the following documents:
1. Preliminary Prospectus dated July 3, 2000.
2. The Letter of Transmittal for your use and for the information of your
clients;
3. A Notice of Guaranteed Delivery to be used to accept the Exchange Offer
if time will not permit all required documents to reach the Exchange
Agent prior to the Expiration Date (as defined below) or if the
procedure for book-entry transfer cannot be completed on a timely basis;
4. A form of letter which may be sent to your clients for whose account you
hold Existing Notes registered in your name or the name of your nominee,
with space provided for obtaining such clients' instructions with regard
to the Exchange Offer;
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
6. Return envelopes addressed to LaSalle National Bank, the Exchange Agent
for the Exchange Offer.
Your prompt action is requested. The Exchange Offer will expire at 5:00
P.M., Eastern Daylight Time, on July , 2000, unless extended by the Company
(the "Expiration Date"). Existing Notes tendered pursuant to the Exchange Offer
may be withdrawn at any time before the Expiration Date.
To participate in the Exchange Offer, a duly executed and properly
completed Letter of Transmittal (or facsimile thereof), or an electronic
confirmation pursuant to the Depository Trust Company's ATOP system, with any
required signature guarantees and any other required documents, should be sent
to the Exchange Agent all in accordance with the instructions set forth in the
Letter of Transmittal and the Prospectus.
If a registered holder of Existing Notes desires to tender, but the
procedure for book-entry transfer cannot be completed on a timely basis, a
tender may be effected by following the guaranteed delivery procedures described
in the Prospectus under "The Exchange Offer -- Guaranteed Delivery Procedures."
The Company will, upon request, reimburse brokers, dealers, commercial
banks and trust companies for reasonable and necessary costs and expenses
incurred by them in forwarding the Prospectus and the related
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documents to the beneficial owners of Existing Notes held by them as nominee or
in a fiduciary capacity. The Company will pay or cause to be paid all stock
transfer taxes applicable to the exchange of Existing Notes pursuant to the
Exchange Offer, except as set forth in Instruction 6 of the Letter of
Transmittal.
Any inquiries you may have with respect to the Exchange Offer, or requests
for additional copies of the enclosed materials, should be directed to LaSalle
National Bank, the Exchange Agent for the Exchange Offer, at its address and
telephone number set forth on the front of the Letter of Transmittal.
Very truly yours,
BEYOND.COM CORPORATION
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF
THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN
THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.
Enclosures
