<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 7, 1999
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
____________________
PCORDER.COM, INC.
(Exact name of Registrant as specified in its charter)
Delaware 5734 74-2720849
(State or other jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Identification
Classification Code Number)
Number)
____________________
5001 Plaza on the Lake
Austin, TX 78746
(512) 684-1100
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
____________________
James J. Luttenbacher
Vice President and Chief Financial Officer
5001 Plaza on the Lake
Austin, TX 78746
(512) 684-1100
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
____________________
COPIES TO:
DENNIS R. CASSELL RICHARD FRIEDMAN PAUL R. TOBIAS
JANICE V. SHARRY Vice President and CHRISTOPHER J. OZBURN
LAURA R. KOGAN General Counsel WILLIAM B. OWENS, JR.
Haynes and Boone, LLP pcOrder.com, Inc. Wilson Sonsini Goodrich & Rosati
600 Congress Avenue 5001 Plaza on the Lake Professional Corporation
Suite 1600 Austin, TX 78746 8911 Capital of Texas Highway
Austin, TX 78701 Westech 360, Suite 3350
Austin, TX 78759
<PAGE>
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. [X] 333-90713
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. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]
____________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Amount Aggregate Offering Aggregate Offering Registration
Securities to Be Registered to be Registered Price Per Share (1) Price (1) Fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock,
$.01 par value............... 575,000 $57.19 $32,884,250 $8,682
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
pcOrder.com, Inc. is filing this Registration Statement pursuant to Rule
462(b) under the Securities Act of 1933, as amended. This Registration Statement
relates to the public offering of Common Stock of pcOrder.com, Inc. contemplated
by the Registration Statement on Form S-1 (Reg. No. 333-90713) filed by
pcOrder.com, Inc. with the Securities and Exchange Commission on November 10,
1999, as amended by Amendment No. 1 thereto filed on November 22, 1999 and
Amendment No. 2 thereto filed on December 6, 1999, which was declared effective
on December 7, 1999 (the "Prior Registration Statement"). pcOrder.com, Inc. is
filing this Registration Statement for the sole purpose of increasing the number
of shares of Common Stock offered by 575,000 shares and increasing the aggregate
offering price to the public set forth in such Prior Registration Statement by
$32,884,250. Of the 575,000 additional shares, 500,000 shares are firm shares
being sold in the offering by Trilogy Software, Inc. and 75,000 shares are
issuable upon exercise of the underwriters over-allotment option, of which
Trilogy Software, Inc. is offering 6,000 shares, Ross A. Cooley is offering
25,000 shares, Christina C. Jones is offering 40,000 shares and James J.
Luttenbacher is offering 4,000 shares. The contents of the Prior Registration
Statement are incorporated herein by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1993, as amended, the
registrant has duly caused this Registration Statement on Form S-1 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Austin, State of Texas, on the 7/th/ day of December, 1999.
PCORDER.COM, INC.
By /s/ JAMES J. LUTTENBACHER
--------------------------------------
James J. Luttenbacher, Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-1 has been signed by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
Signature | Title | Date
- ---------------------------------------------------------------------------------------------
<S> | <C> | <C>
Ross A. Cooley* | Chairman and Chief Executive Officer | December 7, 1999
- --------------------------| (Principal Executive Officer) |
Ross A. Cooley | |
- ---------------------------------------------------------------------------------------------
Cristina C. Jones* | President and Chief Operating Officer | December 7, 1999
- --------------------------| (Principal Executive Officer) |
Christina C. Jones | |
- ---------------------------------------------------------------------------------------------
/s/ James J. Luttenbacher | Vice President and Chief Financial Officer | December 7, 1999
- --------------------------| (Principal Financial Officer and |
James J. Luttenbacher | Accounting Officer) |
- ---------------------------------------------------------------------------------------------
Joseph A. Liemandt* | Director | December 7, 1999
- --------------------------| |
Joseph A. Liemandt | |
- ---------------------------------------------------------------------------------------------
Peter J. Barris* | Director | December 7, 1999
- --------------------------| |
Peter J. Barris | |
- ---------------------------------------------------------------------------------------------
Linwood A. Lacy, Jr.* | Director | December 7, 1999
- --------------------------| |
Linwood A. Lacy, Jr. | |
- ---------------------------------------------------------------------------------------------
Robert W. Stearns* | Director | December 7, 1999
- --------------------------| |
Robert W. Stearns | |
- ---------------------------------------------------------------------------------------------
</TABLE>
James J. Luttenbacher, by signing his name hereto, does sign and execute
this Registration Statement on Form S-1 on behalf of each of the above-named
officers and directors of the registrant on this 7/th/ day of December, 1999,
pursuant to powers of attorneys executed on behalf of such officers and
directors and previously filed with the Securities and Exchange Commission.
*By: /s/ James J. Luttenbacher
- ------------------------------
James J. Luttenbacher
Attorney-in-Fact
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Document
- ------ --------
5.1 Opinion of Haynes and Boone, LLP.
23.1 Consent of Haynes and Boone, LLP. Reference is made to Exhibit
5.1.
23.2 Consent of Ernst & Young, LLP, Independent Accountants.
24.1* Power of Attorney.
__________________
* Incorporated by reference to the registrant's Registration Statement on Form
S-1, as amended, Registration Number 333-90713.
<PAGE>
EXHIBIT 5.1
-----------
[LETTERHEAD OF HAYNES AND BOONE, LLP]
December 7, 1999
pcOrder.com, Inc.
5001 Plaza on the Lake
Austin, Texas 78746
Re: Registration Statement on Form S-1
----------------------------------
Gentlemen:
We are acting as counsel for pcOrder.com, Inc., a Delaware corporation (the
"Company"), in connection with the registration of 575,000 additional shares of
the Company's common stock, par value $0.01 per share (the "Additional Shares"),
pursuant to a Registration Statement (the "Rule 462(b) Registration Statement")
filed pursuant to Rule 462(b) promulgated under the securities Act of 1933, as
amended (the "Act"), in connection with the proposed public offering described
in the Registration Statement on Form S-1 (No.333-90713) (the "Registration
Statement"), which was originally filed with the Securities and Exchange
Commission under the Act on November 10, 1999 and was declared effective on
December 7, 1999.
In connection herewith, we have examined such documents, records and
matters of law as we have deemed necessary for purposes of this opinion. In
rendering this opinion, we have relied as to certain factual matters upon
certificates of officers of the Company and the representations made by the
selling stockholders or their Attorneys-in-Fact, and we have not independently
checked or verified the accuracy of such statements.
Based upon and subject to the foregoing, it is our opinion that the
Additional Shares to be sold by the Selling Stockholders are duly authorized for
issuance and either (a) validly issued, fully paid and nonassessable or (b) upon
issuance thereof in accordance with exercisable stock options owned by such
selling stockholders pursuant to the terms of stock option agreements with the
Company, will be validly owned, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to this Rule
462(b) Registration Statement and any amendments thereto and to the reference to
us under the caption "Legal Matters".
Very truly yours,
/S/ HAYNES AND BOONE, LLP
<PAGE>
EXHIBIT 23.2
------------
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-1) of pcOrder.com, Inc. for the registration of 575,000 shares of its
common stock of our report on the financial statements for the year ended
December 31, 1998 of pcOrder.com, Inc. dated February 5, 1999, except for Note
10, as to which the date is February 25, 1999 included in the Registration
Statement (Form S-1 No. 333-90713) and related Prospectus of pcOrder.com, Inc.,
for the registration of shares of its common stock as filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
Austin, Texas
December 3, 1999
