<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 24, 1998
REGISTRATION NO. 333-59097
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
EBAY INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 7389 77-0430924
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
---------------
2005 HAMILTON AVENUE, SUITE 350
SAN JOSE, CALIFORNIA 95125
(408) 369-4830
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
GARY F. BENGIER
CHIEF FINANCIAL OFFICER AND VICE PRESIDENT OPERATIONS
2005 HAMILTON AVENUE, SUITE 350
SAN JOSE, CALIFORNIA 95125
(408) 369-4830
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
---------------
COPIES TO:
LAIRD H. SIMONS III, ESQ. WILLIAM H. HINMAN, JR., ESQ.
MATTHEW P. QUILTER, ESQ. SHEARMAN & STERLING
JEFFREY R. VETTER, ESQ. 555 CALIFORNIA STREET
TYLER R. COZZENS, ESQ. SAN FRANCISCO, CALIFORNIA 94104
DOROTHY L. HINES, ESQ. (415) 616-1100
FENWICK & WEST LLP
TWO PALO ALTO SQUARE
PALO ALTO, CALIFORNIA 94306
(650) 494-0600
---------------
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. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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. [_]
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. [_]
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. [X] 333-59097
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
---------------
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.
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following exhibits are filed herewith:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
<C> <S>
1.01 Form of Underwriting Agreement.*
2.01 Agreement and Plan of Merger by and between eBay, Inc., a California
corporation, and Registrant.*
2.02 Agreement and Plan of Merger and Reorganization among Registrant, Jump
Acquisition Sub, Inc., Jump Incorporated and certain shareholders of
Jump Incorporated dated as of June 30, 1998.*
3.01 Registrant's Certificate of Incorporation.*
3.02 Registrant's Certificate of Designation of Preferred Stock.*
3.03 Form of Registrant's Certificate of Amendment of Certificate of
Incorporation.*
3.04 Form of Registrant's Amended and Restated Certificate of Incorporation
to be effective upon the closing of this offering.*
3.05 Registrant's Bylaws.*
3.06 Form of Registrant's Amended and Restated Bylaws to be effective
immediately upon the closing of this offering.*
3.07 Form of Certificate of Elimination of Series A, Series B and Series B1
Preferred Stock.*
4.01 Form of Specimen Certificate for Registrant's Common Stock.*
4.02 Investor Rights Agreement, dated June 20, 1997, between the Registrant
and certain stockholders named therein.*
5.01 Opinion of Fenwick & West LLP regarding legality of the securities
being registered.*
10.01 Form of Indemnity Agreement entered into by Registrant with each of
its directors and executive officers.*
10.02 Registrant's 1996 Stock Option Plan and related documents.*
10.03 Registrant's 1997 Stock Option Plan and related documents.*
10.04 Registrant's 1998 Equity Incentive Plan and related documents.*
10.05 Registrant's 1998 Directors Stock Option Plan and related documents.*
10.06 Registrant's 1998 Employee Stock Purchase Plan.*
10.07 Office Lease between Connecticut General Life Insurance Company, a
Connecticut corporation, and the Registrant dated September 30, 1996,
as amended through March 1998.*
10.08 Sublease between Information Storage Devices, Inc., a California
corporation, and Registrant dated August 4, 1997.*
10.09 Office Lease between Connecticut General Life Insurance Company, a
Connecticut corporation, and the Registrant dated April 10, 1998, as
amended June 9, 1998.*
10.10 Imperial Bank Starter Kit Loan and Security Agreement dated July 20,
1997 between Imperial Bank and Registrant.*
10.11 Intellectual Property Security Agreement dated July 20, 1997 between
Imperial Bank and Registrant.*
10.12 Exodus Communications, Inc. Internet Services and Products Agreement
and Co-Location Addendum effective as of May 1, 1997.*
10.13 License Agreement between Thunderstone Software and Registrant.*
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
<C> <S>
10.14 Employment Letter Agreement dated October 16, 1996 between Jeffrey
Skoll and Registrant.*
10.15 Employment Letter Agreement dated December 9, 1996 between Michael
Wilson and Registrant.*
10.16 Employment Letter Agreement dated August 8, 1997 between Steven Westly
and Registrant.*
10.17 Employment Letter Agreement dated September 15, 1997 between Gary
Bengier and Registrant.*
10.18 Employment Letter Agreement dated January 16, 1998 between Margaret C.
Whitman and Registrant.*
10.19 Employment Letter Agreement dated August 14, 1998 between Brian T.
Swette and Registrant.*
10.20 Employment Letter Agreement dated August 20, 1998 between Michael R.
Jacobson and Registrant.*
21.01 List of Subsidiaries.*
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).*
23.02 Consent of PricewaterhouseCoopers LLP, independent accountants.*
24.01 Power of Attorney.*
27.01 Financial Data Schedule.
</TABLE>
- - --------
* Previously filed.
(B) FINANCIAL STATEMENT SCHEDULES.
No financial statement schedules are provided because the information called
for is not required or is shown either in the consolidated financial
statements or the notes thereto.
II-2
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE REGISTRANT HAS DULY
CAUSED THIS AMENDMENT TO REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF SAN JOSE, STATE OF
CALIFORNIA, ON THE 23RD DAY OF SEPTEMBER, 1998.
eBay Inc.
By: /s/ Margaret C. Whitman
_________________________________
MARGARET C. WHITMAN
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS AMENDMENT TO
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<S> <C>
SIGNATURES TITLE DATE
PRINCIPAL EXECUTIVE OFFICER:
/s/ Margaret C. Whitman President and Chief September 23, 1998
- - ------------------------------------- Executive Officer
MARGARET C. WHITMAN
PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER:
/s/ Gary F. Bengier Chief Financial September 23, 1998
- - ------------------------------------- Officer and Vice
GARY F. BENGIER President Operations
ADDITIONAL DIRECTORS:
Pierre M. Omidyar* Director September 23, 1998
- - -------------------------------------
PIERRE M. OMIDYAR
Scott D. Cook* Director September 23, 1998
- - -------------------------------------
SCOTT D. COOK
Robert C. Kagle* Director September 23, 1998
- - -------------------------------------
ROBERT C. KAGLE
Howard D. Schultz* Director September 23, 1998
- - -------------------------------------
HOWARD D. SCHULTZ
/s/ Gary F. Bengier
* By_________________________________
ATTORNEY-IN-FACT
GARY F. BENGIER
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
<C> <S>
1.01 Form of Underwriting Agreement.*
2.01 Agreement and Plan of Merger by and between eBay, Inc., a California
corporation, and Registrant.*
2.02 Agreement and Plan of Merger and Reorganization among Registrant, Jump
Acquisition Sub, Inc., Jump Incorporated and certain shareholders of
Jump Incorporated dated as of June 30, 1998.*
3.01 Registrant's Certificate of Incorporation.*
3.02 Registrant's Certificate of Designation of Preferred Stock.*
3.03 Form of Registrant's Certificate of Amendment of Certificate of
Incorporation.*
3.04 Form of Registrant's Amended and Restated Certificate of Incorporation
to be effective upon the closing of this offering.*
3.05 Registrant's Bylaws.*
3.06 Form of Registrant's Amended and Restated Bylaws to be effective
immediately upon the closing of this offering.*
3.07 Form of Certificate of Elimination of Series A, Series B and Series B1
Preferred Stock.*
4.01 Form of Specimen Certificate for Registrant's Common Stock.*
4.02 Investor Rights Agreement, dated June 20, 1997, between the Registrant
and certain stockholders named therein.*
5.01 Opinion of Fenwick & West LLP regarding legality of the securities
being registered.*
10.01 Form of Indemnity Agreement entered into by Registrant with each of
its directors and executive officers.*
10.02 Registrant's 1996 Stock Option Plan and related documents.*
10.03 Registrant's 1997 Stock Option Plan and related documents.*
10.04 Registrant's 1998 Equity Incentive Plan and related documents.*
10.05 Registrant's 1998 Directors Stock Option Plan and related documents.*
10.06 Registrant's 1998 Employee Stock Purchase Plan.*
10.07 Office Lease between Connecticut General Life Insurance Company, a
Connecticut corporation, and the Registrant dated September 30, 1996,
as amended through March 1998.*
10.08 Sublease between Information Storage Devices, Inc., a California
corporation, and Registrant dated August 4, 1997.*
10.09 Office Lease between Connecticut General Life Insurance Company, a
Connecticut corporation, and the Registrant dated April 10, 1998, as
amended June 9, 1998.*
10.10 Imperial Bank Starter Kit Loan and Security Agreement dated July 20,
1997 between Imperial Bank and Registrant.*
10.11 Intellectual Property Security Agreement dated July 20, 1997 between
Imperial Bank and Registrant.*
10.12 Exodus Communications, Inc. Internet Services and Products Agreement
and Co-Location Addendum effective as of May 1, 1997.*
10.13 License Agreement between Thunderstone Software and Registrant.*
10.14 Employment Letter Agreement dated October 16, 1996 between Jeffrey
Skoll and Registrant.*
10.15 Employment Letter Agreement dated December 9, 1996 between Michael
Wilson and Registrant.*
10.16 Employment Letter Agreement dated August 8, 1997 between Steven Westly
and Registrant.*
10.17 Employment Letter Agreement dated September 15, 1997 between Gary
Bengier and Registrant.*
10.18 Employment Letter Agreement dated January 16, 1998 between Margaret C.
Whitman and Registrant.*
10.19 Employment Letter Agreement dated August 14, 1998 between Brian T.
Swette and Registrant.*
10.20 Employment Letter Agreement dated August 20, 1998 between Michael R.
Jacobson and Registrant.*
21.01 List of Subsidiaries.*
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).*
23.02 Consent of PricewaterhouseCoopers LLP, independent accountants.*
24.01 Power of Attorney.*
27.01 Financial Data Schedule.
</TABLE>
- - -------
* Previously filed.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from eBay Inc.'s
consolidated financial statements for the years ended December 31, 1996 and
1997, and for the six months ended June 30, 1997 and 1998 included in its
Prospectus, and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<CURRENCY> US DOLLARS
<S> <C> <C> <C> <C>
<PERIOD-TYPE> YEAR YEAR 6-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1997 DEC-31-1997 DEC-31-1998
<PERIOD-START> JAN-01-1996 JAN-01-1997 JAN-01-1997 JAN-01-1998
<PERIOD-END> DEC-31-1996 DEC-31-1997 JUN-30-1997 JUN-30-1998
<EXCHANGE-RATE> 1 1 1 1
<CASH> 103 3,723 3,724 10,716
<SECURITIES> 0 0 0 0
<RECEIVABLES> 184 1,385 539 4,482
<ALLOWANCES> (18) (361) (102) (1,636)
<INVENTORY> 0 0 0 0
<CURRENT-ASSETS> 285 4,967 4,186 14,015
<PP&E> 25 728 128 4,048
<DEPRECIATION> (2) (76) (13) (464)
<TOTAL-ASSETS> 308 5,619 4,301 19,815
<CURRENT-LIABILITIES> 91 1,124 571 5,212
<BONDS> 0 0 0 0
0 3,018 2,972 5,157
4 4 4 4
<COMMON> 20 20 20 27
<OTHER-SE> 138 991 624 9,091
<TOTAL-LIABILITY-AND-EQUITY> 308 5,619 4,301 19,815
<SALES> 0 0 0 0
<TOTAL-REVENUES> 372 5,744 1,658 14,922
<CGS> 0 0 0 0
<TOTAL-COSTS> 14 746 160 1,736
<OTHER-EXPENSES> 105 3,511 654 10,495
<LOSS-PROVISION> 0 0 0 0
<INTEREST-EXPENSE> 0 3 2 25
<INCOME-PRETAX> 254 1,543 848 2,767
<INCOME-TAX> 106 669 362 2,552
<INCOME-CONTINUING> 148 874 486 215
<DISCONTINUED> 0 0 0 0
<EXTRAORDINARY> 0 0 0 0
<CHANGES> 0 0 0 0
<NET-INCOME> 148 874 486 215
<EPS-PRIMARY> 0.07 0.11 0.08 0.02
<EPS-DILUTED> 0.01 0.03 0.02 0.01
</TABLE>
