<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 30, 2000
BEYOND.COM CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-24457 94-3212136
(Commission File Number) (I.R.S. employer identification No.)
3200 PATRICK HENRY DRIVE
SANTA CLARA, CA 95054
(Address of principal executive offices)
(408) 855-3000
(Registrant's telephone number, including area code)
<PAGE> 2
ITEM 5. OTHER EVENTS.
On October 30, 2000, Beyond.com Corporation (the "Company") entered
into an agreement with a private investment fund to provide the Company with up
to $40 million in private equity funding. This is a one-year agreement that can
be extended for an additional year at Beyond.com's discretion. Under the
agreement, Beyond.com will have the right (but not the obligation) to obtain as
much as $40 million through the issuance of common stock to the fund in a
series of drawdowns. The drawdowns are subject to the satisfaction of a number
of conditions, including the filing of a registration statement with the
Securities and Exchange Commission covering the resale of the shares. Pricing
will be based upon the volume weighted average price of the company's stock
during the investment period. Beyond.com's use of the funds will be for capital
expenditures and working capital needs.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
<TABLE>
<S> <C>
2.1 Common Stock Purchase Agreement by and between Beyond.com Corporation
and Investwell Investments Limited, dated as of October 30, 2000.
4.1 Registration Rights Agreement by and between Beyond.com Corporation
and Investwell Investments Limited, dated as of October 30, 2000.
4.2 Common Stock Purchase Warrant granted by Beyond.com Corporation to
Ladenburg Thalmann and Co., dated as of October 30, 2000.
4.3 Common Stock Purchase Warrant granted by Beyond.com Corporation to
Investwell Investments Limited, dated as of October 30, 2000.
10.1 Letter of agreement by and between Beyond.com Corporation and
Ladenburg Thalmann and Co., dated as of October 6, 2000.
10.2 Escrow Agreement by and among Beyond.com Corporation, Investwell
Investments Limited and Epstein Becker & Green, P.C., dated as of
October 30, 2000.
99.1 Press Release dated October 31, 2000.
</TABLE>
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BEYOND.COM CORPORATION
By: /s/ Curtis A. Cluff
------------------------------------
Curtis A. Cluff
Chief Financial Officer
Dated: November 3, 2000
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<S> <C>
2.1 Common Stock Purchase Agreement by and between Beyond.com Corporation
and Investwell Investments Limited, dated as of October 30, 2000.
4.1 Registration Rights Agreement by and between Beyond.com Corporation
and Investwell Investments Limited, dated as of October 30, 2000.
4.2 Common Stock Purchase Warrant granted by Beyond.com Corporation to
Ladenburg Thalmann and Co., dated as of October 30, 2000.
4.3 Common Stock Purchase Warrant granted by Beyond.com Corporation to
Investwell Investments Limited, dated as of October 30, 2000.
10.1 Letter of agreement by and between Beyond.com Corporation and
Ladenburg Thalmann and Co., dated as of October 6, 2000.
10.2 Escrow Agreement by and among Beyond.com Corporation, Investwell
Investments Limited and Epstein Becker & Green, P.C., dated as of
October 30, 2000.
99.1 Press Release dated October 31, 2000.
</TABLE>
