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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE TO
Tender Offer Statement
Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
BEYOND.COM CORPORATION
(Name of Subject Company (issuer))
BEYOND.COM CORPORATION, as issuer
(Names of Filing Persons (identifying status as offeror,
issuer or other person))
7 1/4% CONVERTIBLE SUBORDINATED NOTES DUE DECEMBER 1, 2003
(Title of Class of Securities)
08860EAA9
(CUSIP Number of Class Securities)
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Curtis A. Cluff
Chief Financial Officer
BEYOND.COM CORPORATION
3200 Patrick Henry Drive
Santa Clara, California 95054
(408) 855-3000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Filing Persons)
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Copies to:
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, CA 94304
(650) 813-5600
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CALCULATION OF FILING FEE
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<CAPTION>
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Transaction Valuation Amount of filing
fee
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<S> <C>
$16,445,000 (1) $4,342
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(1) Pursuant to Rule 457(f)(1) under the Securities Act of 1933, this amount is
the market value as of June 30, 2000 of the maximum amount of 7 1/4% Convertible
Subordinated Notes due December 1, 2003 that may be received by the Registrant
from tendering holders in the exchange offer.
Registration fee previously paid in connection with the Registrant's
Registration Statement on Form S-4 filed July 3, 2000.
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $8,965
Form or Registration No.: S-4
(File No. 333-40758)
Filing Party: Beyond.com Corporation
Date Filed: August 25, 2000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the
filing is a final amendment reporting the results of the tender offer: [ ]
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INTRODUCTION
This Amendment No. 2 to a Tender Offer Statement on Schedule TO ("Statement")
amends and supplements the Statement originally filed by Beyond.com Corporation
on August 8, 2000 and amended on August 25, 2000 in connection with its offer
to exchange up to $63.25 million of its 7 1/4% Convertible Subordinated Notes
due December 1, 2003 (or such lesser number as are properly tendered) into its
10 7/8% Convertible Subordinated Notes due December 1, 2003, upon the terms and
subject to the conditions set forth in Beyond.com Corporation's Registration
Statement on Form S-4 (File No. 333-95527) filed with the Securities and
Exchange Commission on July 3, 2000, and as amended on August 8, 2000, August
25, 2000 and September 6, 2000 (collectively, the "Registration Statement").
The Registration Statement and the exhibits thereto are incorporated by
reference in this Schedule TO in answer to some of the items required in this
Schedule TO.
The Registrant hereby amends and supplements the Schedule TO as follows:
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Item 12. Exhibits.
(a)(1) Final Prospectus dated September 6, 2000.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: September 6, 2000
BEYOND.COM CORPORATION
By: /s/ CURTIS A. CLUFF
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Name: Curtis A. Cluff
Title: Chief Financial Officer
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EXHIBIT INDEX
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<CAPTION>
Exhibit
Number Description
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(a)(1) Final Prospectus dated September 6, 2000.
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