FLYCAST COMMUNICATIONS CORP, S-8, 1999-10-15

FLYCAST COMMUNICATIONS CORP
S-8, 1999-10-15
ADVERTISING AGENCIES

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As filed with the Securities and Exchange Commission on October 15, 1999
Registration No. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________

FORM S-8

REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
________________

Flycast Communications Corporation
(Exact name of Registrant as specified in its charter)

Delaware 77-0431028
(State of incorporation) (I.R.S. Employer Identification No.)

181 Fremont Street
San Francisco, California 94105
(415) 977-1000
(Address of principal executive offices)
_______________________

Flycast Communications Corporation
1997 Stock Option Plan
1999 Stock Option Plan
(Full title of the Plan)
_______________________

Ralph J. Harms
Chief Financial Officer
Flycast Communications Corporation
181 Fremont Street
San Francisco, California 94105
(415) 977-1000
(Name, address and telephone number, including area code, of agent for service)
_______________________
Copy to:

Jeffrey Y. Suto
Venture Law Group
A Professional Corporation
2800 Sand Hill Road
Menlo Park, California 94025
(650) 854-4488

Page 1 of 30 Pages
Exhibit Index on Page 28
(Calculation of Registration Fee on following page)
<PAGE>

- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum Maximum Amount of
Amount to be Offering Price Aggregate Registration
Title of Securities to be Registered Registered(1) Per Share Offering Price Fee
- -------------------------------------------------------------------------------------------------------------------------
1997 Stock Option Plan
<S> <C> <C> <C> <C>
Common Stock,
$.0001 par value......................... 1,795,119 Shares $ 2.14(2) $ 3,841,554.66 $1,067.95
Common Stock,
$.0001 par value......................... 66,755 Shares $45.97(3) $ 3,068,643.91 $ 853.08
Common Stock,
$.0001 par value......................... 612,510 Shares $45.97(3) $28,156,319.06 $7,827.46

1999 Stock Option Plan
Common Stock,
$.0001 par value.......................... 2,275,291 Shares $12.49(2) $28,418,384.59 $ 7,900.31
Common Stock,
$.0001 par value.......................... 1,193,447 Shares $45.97(3) $54,861,266.78 $15,251.43
Common Stock,
$.0001 par value.......................... 39,247 Shares $45.97(3) $ 1,804,135.53 $ 501.55
</TABLE>
_______________________
(1) This Registration Statement shall also cover any additional shares of
Common Stock which are issued or become issuable under any of the Plans
being registered pursuant to this Registration Statement by reason of any
stock dividend, stock split, recapitalization or any other similar
transaction effected without the receipt of consideration which results in
an increase in the number of the Registrant's outstanding shares of Common
Stock.

(2) Computed in accordance with Rule 457(h) under the Securities Act solely for
the purpose of calculating the registration fee. Computation based on the
weighted average per share exercise price (rounded to nearest cent) of
outstanding options under the referenced plan, the shares issuable under
which are registered hereby.

(3) Estimated in accordance with Rule 457(h) under the Securities Act solely
for the purpose of calculating the registration fee. The computation with
respect to unissued options is based upon the average high and low sale
prices of the Common Stock as reported on the Nasdaq National Market on
October 14, 1999.

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FLYCAST COMMUNICATIONS CORPORATION

FORM S-3 REGISTRATION STATEMENT

CROSS REFERENCE SHEET REQUIRED BY ITEM 501 OF REGULATION S-K FOR THE RESALE
PROSPECTUS CONSTITUTING PART I HEREIN

Item Number and Description in Part I of S-3 Caption in Prospectus
- ------------------------------------------------------------------------------------------------------------------
<S> <C>
1. Forepart of the Registration Statement and Outside Outside Front Cover Page
Front Cover Page of Prospectus
- ------------------------------------------------------------------------------------------------------------------
2. Inside Front and Outside Back Cover Pages of Available Information; Incorporation of Certain
Prospectus Documents by Reference; Table of Contents
- ------------------------------------------------------------------------------------------------------------------
3. Summary Information "The Company"
Risk Factors Risk Factors
Ratio of Earnings to Fixed Charges Not Applicable
- ------------------------------------------------------------------------------------------------------------------
4. Use of Proceeds Use of Proceeds
- ------------------------------------------------------------------------------------------------------------------
5. Determination of Offering Price Not Applicable
- ------------------------------------------------------------------------------------------------------------------
6. Dilution Not Applicable
- ------------------------------------------------------------------------------------------------------------------
7. Selling Security Holders Selling Stockholders
- ------------------------------------------------------------------------------------------------------------------
8. Plan of Distribution Plan of Distribution; Outside Front Cover Page
- ------------------------------------------------------------------------------------------------------------------
9. Description of Securities to be Registered Not Applicable
- ------------------------------------------------------------------------------------------------------------------
10. Interests of Named Experts and Counsel Legal Matters
- ------------------------------------------------------------------------------------------------------------------
11. Material Changes Not Applicable
- ------------------------------------------------------------------------------------------------------------------
12. Incorporation of Certain Information by Reference Where You Can Find More Information
- ------------------------------------------------------------------------------------------------------------------
13. Disclosure of Commission Position on Indemnification of Officers and Directors
Indemnification for Securities Act Liabilities
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

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<PAGE>

PART I

PROSPECTUS

651,757 Shares

FLYCAST COMMUNICATIONS CORPORATION

Common Stock

This Prospectus relates to the possible resale by certain Selling
Stockholders (as defined below and as listed on pages 16 through 19 of this
prospectus) from time-to-time of 651,757 shares of the Common Stock, par value
$.0001 per share (the "Shares"), of Flycast Communications Corporation, a
Delaware corporation (the "Company"), issued upon the exercise of certain stock
options. The Shares are listed on the Nasdaq National Market under the symbol
FCST.

The holders of Shares that may be resold pursuant to this Prospectus
are collectively referred to herein as the "Selling Stockholders." All Shares
covered by this Prospectus are subject to certain restrictions which lapse over
a prescribed period of time. No Shares may be resold, and the Company will take
actions to prevent such resale, until such time as all restrictions have lapsed
with respect to the Shares being resold. See "Plan of Distribution."

If resold, the Shares would be offered for the respective accounts of the
Selling Stockholders. Any or all of the Selling Stockholders may be deemed to
be affiliates of the Company at the time such shares are offered or sold by
them. See "Selling Stockholders." The Company anticipates that if any of the
Selling Stockholders choose to resell any of the Shares pursuant to this
prospectus, such sales will be transacted by the Selling Stockholders in
ordinary market transactions, in sales pursuant to Rule 144 under the Securities
Act of 1933, as amended (the "Securities Act"), or otherwise. The Selling
Stockholders might be deemed to be "underwriters" within the meaning of the
Securities Act, in which event any discounts, concessions, or commissions
received by them, which are not expected to exceed those customary in the types
of transactions involved, or any profit on resales of the Shares by them, may be
deemed to be underwriting commissions or discounts under the Securities Act.
The Company will receive none of the proceeds from any sales of Shares by the
Selling Stockholders.

__________

Prospective investors should review and consider carefully the discussion under
"Risk Factors," beginning on page 7.

___________

We have not authorized any dealer, salesperson or other person to give any
information or represent anything not contained in this prospectus. You should
not rely on any unauthorized information. This prospectus does not offer to
sell or buy any shares in any jurisdiction in which it is unlawful. The
information in this prospectus is current as of the date on the cover. The
Company will bear the costs of registering the Shares under the Securities Act.

______________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Date of this Prospectus is October 15, 1999

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WHERE YOU CAN FIND MORE INFORMATION

This prospectus is part of a registration statement on Form S-8 that we
filed with the Securities and Exchange Commission. Certain information in the
registration statement has been omitted from this prospectus in accordance with
the rules of the SEC. We file proxy statements and annual, quarterly and
special reports and other information with the SEC. You can inspect and copy
the registration statement as well as the reports, proxy statements and other
information we have filed with the SEC at the public reference room maintained
by the SEC at 450 Fifth Street, N.W., Washington, D.C., and at the SEC Regional
Offices located at Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and 7 World Trade Center, Suite 1300, New York, New
York 10048. You can call the SEC at 1-800-732-0330 for further information
about the public reference rooms. We are also required to file electronic
versions of these documents with the SEC, which may be accessed from the SEC's
World Wide Web site at http://www.sec.gov. Reports, proxy and information
statements and other information concerning Flycast Communications Corporation
may be inspected at The Nasdaq Stock Market at 1735 K Street, N.W., Washington,
D.C. 20006.

The SEC allows us to "incorporate by reference" certain of our publicly-
filed documents into this prospectus, which means that information included in
those documents is considered part of this prospectus. Information that we file
with the SEC after the effective date of this prospectus will automatically
update and supersede this information. We incorporate by reference the
documents listed below and any future filings made with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"), until the Selling Stockholders have sold all the shares.

The following documents filed with the SEC are incorporated by reference in
this prospectus:

1. Our prospectus filed on May 4, 1999 pursuant to Rule 424(b) of the
Securities Act, which contains audited financial statements for our
latest fiscal year;

2. All other reports we have filed with the SEC pursuant to Section 13(a)
or 15(d) of the Exchange Act since May 4, 1999, including our quarterly
report on Form 10-Q for the quarter ended June 30, 1999 (as filed on
August 13, 1999) and a current report on Form 8-K dated August 30, 1999
(as filed on September 9, 1999);

3. The description of our Common Stock contained in a Form 8-A filed with
the SEC under the Exchange Act on March 1, 1999, including any
amendment or report filed for the purpose of updating such description;
and

4. All documents we subsequently file with the SEC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, which documents are
deemed to be incorporated by reference in, and to be a part of, this
registration statement from the date of filing (except that no document
shall be deemed to be incorporated by reference if filed after the
filing of a post-effective amendment which deregisters securities then
remaining unsold).

We will furnish without charge to you, on written or oral request, a copy
of any or all of the documents incorporated by reference. You should direct any
requests for documents to Trish Mattler, 181 Fremont Street, San Francisco,
California, 94105, telephone: (415) 977-1000.

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This prospectus contains forward-looking statements that relate to future events
or to our future financial performance. These statements are only predictions.
Actual events or performance results may differ significantly from those
anticipated in the forward-looking statements.

THE COMPANY

Our company, Flycast Communications Corporation, is a leading provider of
Web-based direct response advertising solutions to advertisers. We work closely
with advertisers to maximize the value of their advertising campaigns on the
Web. Other advertising solution companies seek to maximize the value for Web
sites by representing them in their sale of space to advertisers. Our
advertiser customers are primarily companies selling goods and services over the
Internet, direct marketing agencies, or other advertisers who are interested in
driving the Web user towards specific actions. Those actions include things
such as clicking on advertisements, registering their names or other
information, or buying products. We offer our customers direct response
solutions that include widespread placement of advertisements over the Web,
prices that minimize their cost per action and continuous improvement and
optimization of their campaign through the application of technology an through
the services of our trained staff.

Advertising on the Web is expanding rapidly. Forrester Research, Inc.
estimates that $1.5 billion was spent on Web advertising in 1998 and that this
amount will grow to $15 billion 2003. On the Web, as in traditional media,
there are two types of advertising:

. brand advertising, which is intended to generate awareness of and create
a specific image for a particular company, product or service; and

. direct response advertising, which is intended to generate a specific
response or action from the consumer after exposure to an advertisement.
Direct response advertising solutions are measured on the short-term
benefit from the advertisement and are designed to maximize the number
of responses per advertising dollar.

Forester Research, Inc. estimates that direct marketing will account for
65% of total Web advertising spending in 2002, or $5.5 billion, as compared to
brand advertising.

We believe the Web is particularly well-suited for direct response
advertising for the following reasons:

. the Web makes it easier for consumers to read and respond to an
advertisement than traditional direct marketing methods such as toll-
free numbers or reply cards in direct mailings;

. measuring response rates, an essential element of direct marketers, is
easier on the Web than in traditional media, enabling advertisers to
modify their campaigns quickly to increase response rates; and

. Web-based direct marketers benefit from the growing supply of unsold
advertising space on the Web.

An industry source, Paul Kagan Associates, Inc., estimates that
approximately 75% of available Web advertising space goes unsold. This
imbalance of supply and demand for advertising space enables us to offer
advertisers a critical mass of space from our Web site partners at low cost.
This, in turn, minimizes their cost per action.

Our advertising network currently combines advertising space from over 1200
Web sites. The number of advertisements served on our network has increased
from 93 million in December 1997 to 1.4 billion in August 1999. Our network
reached over 25 million individual Web users and 41% of all Web users in the
U.S. during the month of July 1999. We believe this compares favorably to the
audience reach of the top 10 Web sites. Many of

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our Web site partners are small and medium sites that do not maintain their own
sales forces. We also partner with larger Web sites that offer us their unsold
advertising space. For our Web site partners, we create value by generating
revenue from space on their sites that would otherwise go unsold.

Once an advertiser defines an advertising campaign, we place that campaign
onto the Flycast Network. We use our technology system, called AdEx, which we
developed over the past three years, to match individual advertisements from the
campaign with appropriate advertising space on our network. AdEx also measures
the effectiveness of the campaign, which allows our media consultants to
regularly optimize the placement across our network of sites and improve the
campaign performance.

We have also recently entered the market for local Web advertising
solutions. We signed agreements with BellSouth, SBC Communications and U S
WEST. Under these agreements, we deliver local Web advertising inventory to
BellSouth's, SBC's and U S WEST's sales forces that they, in turn, will offer to
local advertisers. We believe that local advertisers represent a growing market
on the Web. We intend to develop relationships with other companies that are
seeking local advertising solutions.

Our principal executive offices are located at 181 Fremont Street, San
Francisco, California 94105. Our telephone number at that location is (415)
977-1000. Information contained on our Web site does not constitute part of
this prospectus.

RECENT DEVELOPMENTS

On August 30, 1999, we completed the acquisition of InterStep, Inc. through
a merger of Fremont Acquisition Corporation, a Massachusetts corporation and
wholly-owned subsidiary of Flycast. As a result of this acquisition, InterStep
became a wholly-owned subsidiary of Flycast. In the transaction, which will be
accounted for as a tax-free pooling of interests merger, we issued 480,337
shares of common stock to InterStep shareholders. Of the 480,337 shares of
common stock, 47,558 shares are held by an escrow agent to serve as security for
the indemnity provided by some of the shareholders of InterStep.

On September 30, 1999, we announced that we had signed definitive agreement to
be acquired by CMGI, Inc. in a stock-for-stock merger. Under the terms of the
agreement, CMGI will issue .4738 CMGI shares for every share of ours held on the
closing date of the transaction. Closing of the merger is subject to customary
conditions, including formal approval by our shareholders. A significant
percentage of our shareholders have agreed to vote in favor of the merger. In
connection with the merger, we also entered into a Stock Option Agreement, dated
as of September 29, 1999, whereby we granted CMGI an option to purchase up to
19.9% of the outstanding shares of our common stock, which option may be
exercised in the event that the Merger Agreement is terminated under certain
circumstances.

RISK FACTORS

This offering involves a high degree of risk. You should carefully consider
the risks and uncertainties described below and the other information in this
prospectus before deciding whether to invest in shares of our common stock. If
any of the following risks actually occur, our business, results of operations
and financial condition could be materially adversely affected. This could
cause the trading price of our common stock to decline, and you might lose part
or all of your investment.

We have only a three-year operating history, making it difficult for you to
evaluate our business and your investment. We commenced operations in April
1996 and did not begin to generate revenue until the second quarter of 1997.
Thus, we have only a limited operating history upon which you can evaluate our
business. Our prospects must be considered in light of the risks, expenses and
difficulties frequently encountered by early-stage companies in the Web
advertising market, which is new and rapidly evolving. We may not be successful
in addressing these risks and our business strategy may not be successful.
These risks include our ability to:

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. maintain and increase our inventory of advertising space on Web sites;

. maintain and increase the number of advertisers that use our products and
services; and

. continue to expand the number of products and services we offer.

We have a history of losses and anticipate continued losses. Our accumulated
deficit as of June 30, 1999 was $25.5 million. Although we have experienced
revenue growth in recent periods, this growth may not be sustained and is not
necessarily indicative of our future revenue. We have not achieved
profitability and, given the level of planned operating and capital
expenditures, we expect to continue to incur losses for the foreseeable future.

We plan to increase our operating expenses to expand our infrastructure to
support our current business and new lines of businesses, including our reseller
network. The timing of this expansion and the rate at which our reseller
network generates revenue could cause material fluctuations in our results of
operations. We also plan to purchase additional capital equipment. Our losses
may increase in the future and we may not be able to achieve or sustain
profitability. Even if we do achieve profitability, we may not be able to
sustain or increase profitability on a quarterly or annual basis in the future.
If our revenue grows more slowly than we anticipate, or if our operating
expenses exceed our expectations and cannot be adjusted accordingly, our
business, results of operations and financial condition will be materially and
adversely affected.

Our quarterly operating results are subject to fluctuations and seasonality
that make it difficult to predict our financial performance. Our revenue and
operating results may vary significantly from quarter to quarter due to a number
of factors, some of which are outside of our control. Therefore, you should not
rely on period-to-period comparisons of results of operations as an indication
of our future performance. It is possible that in some future periods our
operating results may fall below the expectations of market analysts and
investors. In this event, the market price of our common stock would likely
fall.

The factors that affect our quarterly operating results include:

. demand for our advertising solutions;

. the number of available advertising views on Web sites in the Flycast
Network;

. the mix of types of advertising we sell, including the amount of
advertising sold at higher rates;

. changes in our pricing policies, the pricing policies of our competitors
or the pricing policies for advertising on the Web generally; and

. costs related to acquisitions of technology or businesses.

We believe that our revenue will be subject to seasonal fluctuations because
advertisers generally place fewer advertisements during the first and third
calendar quarters of each year. In addition, expenditures by advertisers tend
to be cyclical, reflecting overall economic conditions as well as budgeting and
buying patterns. A decline in the economic prospects of advertisers or the
economy generally, which could alter current or prospective advertisers'
spending priorities or the time periods in which they determine their budgets,
or increase the time it takes to close a sale with our advertisers, could cause
our business to be materially and adversely affected.

Revenue and operating results for the foreseeable future are difficult to
forecast. Our current and future expense estimates are based, in large part, on
our estimates of future revenue and on our investment plans. In particular, we
plan to increase our operating expenses significantly in order to expand our
sales and marketing operations, including our reseller network, to enhance AdEx,
our advertising management platform, and to expand internationally. To the
extent that these expenses precede increased revenue, our business, results of
operations and financial condition would be materially and adversely affected.
We may be unable to, or may elect not to, adjust spending quickly enough to
offset any unexpected revenue shortfall. Therefore, any significant shortfall
in revenue in relation to our expectations would also have a material adverse
effect on our business, results of operations and financial condition.

We may experience capacity constraints that could affect our advertising
revenue. Our future success depends in part on the efficient performance of
AdEx, as well as the efficient performance of the systems of third

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parties such as our Internet service providers. An increase in the volume of
advertising delivered through our servers could strain the capacity of the
software or hardware that we have deployed, which could lead to slower response
times or system failures and adversely affect the availability of
advertisements, the number of advertising views received by advertisers and our
advertising revenues. Due to unexpected growth in the number of advertising
views that we served in 1998, we experienced a slowdown, and in some cases an
interruption, in delivering advertisements to viewers over a three-week period
that limited the number of advertising views we were able to serve. As the
numbers of Web pages and users increase, our products, services and
infrastructure may not be able to grow to meet the demand. To the extent that we
do not effectively address any capacity constraints or system failures, our
business, results of operations and financial condition would be materially and
adversely affected.

We run the risk of system failure that could adversely affect our business.
The continuing and uninterrupted performance of our system is critical to our
success. Customers may become dissatisfied by any system failure that
interrupts our ability to provide our services to them, including failures
affecting the ability to deliver advertisements quickly and accurately to the
targeted audience. Sustained or repeated system failures would reduce
significantly the attractiveness of our solutions to advertisers and Web sites.
Our business, results of operations and financial condition could be materially
and adversely affected by any damage or failure that interrupts or delays our
operations.

Our operations depend on our ability to protect our computer systems against
damage from a variety of sources, including telecommunications failures,
malicious human acts and natural disasters. In this regard, we lease server
space in the San Francisco Bay Area. Therefore, any of the above factors
affecting the San Francisco Bay Area would have a material adverse effect on
Flycast's business. Further, despite network security measures, our servers are
vulnerable to computer viruses and disruptions from unauthorized tampering with
our computer systems. We carry business interruption insurance, but it may not
be enough to compensate for losses that may occur as a result of any of these
events. Despite precautions, unanticipated problems affecting our systems could
cause interruptions in the delivery of our solutions in the future. Our data
storage centers incorporate redundant systems, consisting of additional servers,
but the primary system does not switch over to the backup system automatically.

We also depend upon Internet service providers that provide consumers with
access to our products and services. In the past, users have occasionally
experienced difficulties due to system failures unrelated to our systems. Any
disruption in the Internet access provided by third-party providers or any
failure of third-party providers to handle higher volumes of user traffic could
have a material adverse effect on our business, results of operations and
financial condition.

We have a limited number of customers upon whom we rely, and the loss of a
major customer could adversely affect our revenue. We expect that a limited
number of customers will account for a significant portion of our revenue for
the foreseeable future. As a result, if we lose a major customer, our revenue
could be adversely affected. In addition, we cannot be certain that customers
that have accounted for significant revenue in past periods, individually or as
a group, will continue to generate revenue in any future period. In particular,
advertisers may not achieve desired results from the use of our products and may
therefore choose not to continue to use our products. We also target small
advertisers that have limited advertising budgets and/or are interested in
reaching small and limited target audiences. We may not be able to generate
sufficient revenue from these advertisers to lessen our dependence on our
largest customers. We typically enter into short-term contracts with Web sites
for their supply of advertising views. The loss of a significant number of
these advertising views might result in the loss of customers, which could have
a material adverse effect on our business, results of operations and financial
condition.

We depend on the evolution of Web advertising for our future success. We
expect to derive substantially all of our revenue in the foreseeable future from
Web advertising. Therefore, our future success depends on increased use of the
Web as an advertising medium. If the market for Web advertising fails to
develop or develops more slowly than we expect, then our business, results of
operations and financial condition would be materially and adversely affected.
The Web has not existed long enough as an advertising medium to demonstrate its
effectiveness relative to traditional advertising media. Customers that have
relied on traditional media for advertising may be reluctant to use Web
advertising. Many customers have limited or no experience using the Web as an
advertising

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medium, have allocated only a limited portion of their advertising budgets to
Web advertising or may find Web advertising to be less effective for promoting
their products and services than advertising using traditional media. In
addition, advertisers and advertising agencies that have invested substantial
resources in traditional methods of advertising may be reluctant to reallocate
their media buying resources to Web advertising. We cannot assure you that the
market for Web advertising will continue to develop or be sustainable.

Substantially all of our revenue is derived from the delivery of banner
advertisements. If advertisers determine that banner advertising is not
effective or attractive as an advertising medium, we may not be able to shift to
any other form of Web advertising. Also, users can install "filter" software
programs that limit or prevent advertising from being delivered to a Web site.
The widespread adoption of filter software by Web users or the failure to
develop successful alternative forms of Web advertising could have a material
and adverse effect on the Web advertising market and our business, results of
operations and financial condition.

Our business model has a limited history, is different from other Web
advertising networks and may not succeed. Our business model is to generate
revenue primarily by providing Web advertising solutions to response-oriented
advertisers. We cannot assure you that Web advertising, response-oriented
marketing or our model for providing solutions based upon providing an improved
return on investment for advertisers will achieve broad market acceptance or
generate significant revenue. Other Web advertising companies' business models
focus on selling advertising space on premium Web sites. Many of these other
Web advertising companies have a longer history than we do. Our ability to
generate significant revenue from advertisers will depend, in part, on our
ability to:

. demonstrate to advertisers the effectiveness of direct response
advertising on the Web;

. demonstrate to advertisers that they do not need to pay higher rates for
advertisements on premium Web sites in order to conduct an effective
advertising campaign on the Web;

. attract advertisers and Web sites to the Flycast Network;

. retain advertisers by differentiating the technology and services we
provide to them;

. obtain adequate available advertising space from a large base of Web
sites, whether they are small Web sites or large, premium Web sites; and

. obtain adequate advertising space from large, premium Web sites that
either have direct sales forces or are represented by Web advertising
companies that focus on selling advertising space on premium Web sites.

Further, the Web sites in the Flycast Network must continue to generate
sufficient user traffic characteristics attractive to advertisers. The intense
competition among Web sites has led to the creation of a number of pricing
alternatives for Web advertising. These alternatives make it difficult for us
to project future levels of advertising revenue and applicable gross margins
that can be sustained either by the Web advertising industry or us in general.
A key component of our strategy is to enhance return on investment and other
performance measurements for the advertisers using the Flycast Network. We have
limited experience in implementing and following this strategy and we cannot
assure you that this strategy will succeed or that we will be able to achieve or
maintain adequate gross margins.

We face intense competition from more established Web advertising companies
that could adversely affect our business. We face intense competition from Web
advertising networks and providers of advertising inventory management products
and services. We expect this competition to continue to increase because there
are no substantial barriers to entry. Increased competition is likely to result
in price reductions for advertising space, reduced gross margins and loss of our
market share. We may not be able to compete successfully, and competitive
pressures may materially and adversely affect our business, results of
operations and financial condition. Many of our existing competitors, as well
as a number of potential new competitors, have longer operating histories,
greater name recognition, larger customer bases and significantly greater
financial, technical and marketing resources than we do.

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We will depend on distribution relationships to increase our revenue. We
believe that our future success will depend in part on our relationships with
companies that distribute or resell our Web advertising solutions. These
relationships have not generated significant revenue to date, and, in order for
us to be successful, revenue generated by our resellers must increase. Our
inability to enter into future distribution relationships might limit the number
and size of the markets that we serve. This could limit our revenue growth and
have a material adverse effect on our business, results of operations and
financial condition. We have recently initiated reseller relationships with
BellSouth, SBC Communications and U S WEST. Our agreements with them provide
that Flycast will deliver a wholesale supply of local Web advertising that their
Yellow Pages sales forces will resell to local advertisers. These resellers
have no obligation to resell our inventory of advertising space on Web sites and
can terminate their relationships with us with limited or no penalty with as
little as 120 days' notice. The loss of any reseller, the failure of any
reseller to perform under its agreement with us or our inability to attract and
retain new resellers could have a material adverse effect on our business,
results of operations and financial condition.

Intensive marketing and sales efforts may be necessary to educate prospective
local advertisers about the uses and benefits of our products and services in
order to generate demand for our services in the local advertiser market
segment. These companies may not have adequate resources available to advertise
their products and services and may not be willing to devote the staff necessary
to educate themselves on the uses and benefits of our advertising solutions for
localized or otherwise limited target customers. We will depend on our
distributors to sell our Web advertising solutions. If these distributors do
not sell our solutions in an effective manner, our business, results of
operations and financial condition may be materially adversely affected.

We need to manage our available advertising space and to establish
relationships with diverse Web sites to attract customers.

We need to make available a consistent supply of attractive advertising space
to attract customers. Our failure to do so could have a material and adverse
effect on our business, results of operations and financial condition. The Web
sites that list their unsold advertising space with us are not bound by
contracts that ensure us a consistent supply of inventory. In addition, Web
sites can change the number of advertising views they make available to us at
any time, subject to monthly minimums. If a Web site publisher decides not to
make advertising space from its Web sites available to the Flycast Network, we
may not be able to replace this advertising space with advertising space from
other Web sites that have comparable traffic patterns and user demographics in
time to fulfill a buyer's request. We expect our customers' requirements to
become more sophisticated as the Web matures as an advertising medium. For
example, we expect our customers to become more precise in their requirements
for geographically-targeted advertising that we sell through our reseller
network. We cannot assure you that the amount or type of advertising space
listed or the number of Web sites listing their advertising space on the Flycast
Network will increase or even remain constant in the future. We need to manage
our growth effectively in a rapidly growing Web advertising market where the
requirements for success change frequently.

As we continue to increase the scope of our operations, we will need an
effective planning and management process to implement our business plan
successfully in the rapidly evolving market for Web advertising. Our business,
results of operations and financial condition will be materially and adversely
affected if we are unable to manage our expanding operations effectively. We
anticipate that we will commence international operations starting in the third
quarter of 1999. We have grown from 86 employees on March 31, 1999 to 119
employees on June 30, 1999. We plan to continue to expand our sales and
marketing, customer support and research and development organizations. Past
growth has placed, and any future growth will continue to place, a significant
strain on our management systems and resources. We have recently implemented a
new financial reporting system and expect that we will need to continue to
improve our financial and managerial controls and our reporting systems and
procedures. In addition, we will need to expand, train and manage our work
force.

We depend on key personnel for our future success.

Our future success depends to a significant extent on the continued service
of our key senior management, technical and sales personnel. We do not have
long-term employment agreements with any of our key personnel nor do we have
key-person insurance on any of our employees. The loss of the services of any
member of our

11
<PAGE>

management team, or of any other key employees, would have a material adverse
effect on our business, results of operations and financial condition. Recently,
we have experienced significant changes to our executive management team. For
example, our Chief Financial Officer, Vice President, Engineering and Vice
President, Media Sales joined Flycast in January 1999, our Executive Vice
President Finance, Administration and Corporate Development, Vice President,
Direct Marketing, Vice President, Business Development and Vice President,
Network Operations joined Flycast in March 1999. We cannot assure you that the
new members of our management team will work effectively together or with the
rest of our management. Our future success also depends on our continuing
ability to attract, retain and motivate highly skilled employees. Competition
for employees in the industry is intense. We may be unable to retain our key
employees or attract, assimilate or retain other highly qualified employees in
the future. We have experienced difficulty from time to time in attracting the
personnel necessary to support the growth of our business, and we may experience
similar difficulty in the future.

We depend on the continued growth of Internet usage and infrastructure for
our business.

Our market is new and rapidly evolving. Our business would be adversely
affected if Web usage does not continue to grow. Web usage may be inhibited for
a number of reasons, such as:

. inadequate network infrastructure;

. security concerns;

. inconsistent quality of service; and

. unavailability of cost-effective, high-speed service.

If Web usage grows, the Internet infrastructure may not be able to support
the demands placed on it by this growth or its performance and reliability may
decline. In addition, Web sites have experienced interruptions in their service
as a result of outages and other delays occurring throughout the Internet
network infrastructure. If use of the Internet does not continue to grow, or if
the Internet infrastructure does not effectively support growth that may occur,
our business, results of operations and financial condition would be materially
and adversely affected.

We must keep pace with rapidly changing technologies to be successful.

The Web and Web advertising markets are characterized by rapidly changing
technologies, evolving industry standards, frequent new product and service
introductions and changing customer demands. The introduction of new products
and services embodying new technologies and the emergence of new industry
standards and practices can render existing products and services obsolete and
unmarketable or require unanticipated investments in research and development.

Our future success will depend on our ability to adapt to rapidly changing
technologies, to enhance existing solutions and to develop and introduce a
variety of new solutions to address our customers' changing demands. For
example, advertisers may require the ability to deliver advertisements utilizing
new formats that go beyond stationary images and incorporate video, audio and
interactivity, and more precise consumer targeting techniques. In addition,
increased availability of Internet access that delivers greater amounts of data
faster is expected to enable the development of new products and services that
take advantage of this expansion in delivery capability. Our failure to adapt
successfully to these changes could adversely affect our business, results of
operations and financial condition. We may also experience difficulties that
could delay or prevent the successful design, development, introduction or
marketing of our solutions. In addition, any new solutions or enhancements that
we develop must meet the requirements of our current and prospective customers
and must achieve significant market acceptance. Material delays in introducing
new solutions and enhancements may cause customers to forego purchases of our
solutions and purchase those of our competitors.

Our planned international expansion may be affected by factors beyond our
control. We expect to initiate operations in selected international markets in
the third quarter of 1999. To date, we have not developed international
versions of our solutions. Expansion into international markets will require
management

12
<PAGE>

attention and resources. This initiation of operations in selected
international markets could result in significant expenditures in the second
half of 1999. We do not anticipate that revenues from international operations
will be material in the second half of 1999. We also may enter into a number of
international alliances as part of our international strategy and rely
extensively on these business partners to conduct operations, establish local
networks, register Web sites as affiliates and coordinate sales and marketing
efforts. Our success in these markets will depend on the success of our
business partners and their willingness to dedicate sufficient resources to our
relationships. We cannot assure you that we will be successful in expanding
internationally.

Our patent status is uncertain. We have filed two regular patent
applications and one provisional patent application in the United States, but we
do not have any issued patents. A provisional patent application is a type of
patent application under which a patent will not issue. A provisional patent
application only provides a priority date for a regular patent application that
is filed within a one-year period following the filing of the provisional patent
application. In September 1998, we mistakenly announced that we had been issued
one United States patent. At the time of our announcement, that patent had been
allowed by the United States Patent and Trademark Office. Subsequently, the
United States Patent and Trademark Office informed us that the patent
application had been withdrawn from issue. A Patent Cooperation Treaty
application covering this invention has been filed and an application has also
been filed in the European Patent Office. The application relates to our AdEx
technology, specifically the ability to serve Web advertisements targeted to
yield a viewer response. In January 1999, the United States Patent and
Trademark Office suggested a claim for interference purposes with respect to
this application. In March 1999, the United States Patent and Trademark Office
informed Flycast that all claims were allowable but that ex parte prosecution
was suspended for a period of six months due to a potential interference.
Therefore, we cannot take any action relative to this application during the
six-month period. The purpose of an interference proceeding is to determine the
relative priority between two or more applicants, and which of the applicants,
if any, will ultimately be issued the patent. The United States Patent and
Trademark Office has not informed us of the identity of the other patent
applicant(s) involved. If an interference is declared, we may not obtain a
patent with respect to the application that is the subject of the interference
or may obtain a patent only for some subset of our original claims. Regardless
of the outcome of any interference, it may take years to resolve and it might
result in substantial expense to Flycast. Patents may not be issued with
respect to our pending or future patent applications. Even if patents are
issued, the patents may not be upheld as valid or prevent the development of
competitive solutions. Third parties may have or may in the future be granted
patents that cover our technology. We may be limited in our ability to use our
technology, whether or not patented, without licenses, which may not be
available on commercially reasonable terms.

We depend on our intellectual property rights and are subject to the risk
of infringement. Our success and ability to compete are substantially dependent
on our internally-developed technologies and trademarks, including AdEx, our
advertising management platform, and applications that use the AdEx platform,
which we protect through a combination of patent, copyright, trade secret and
trademark law. We cannot guarantee that any of our patent applications or
trademark registrations will be approved. Even if they are approved, these
patents or trademarks may be successfully challenged by others or invalidated.

We cannot guarantee that any of our intellectual property rights will be
viable or valuable in the future since the validity, enforceability and scope of
protection of proprietary rights in Internet-related industries is uncertain and
still evolving. Any claims could subject us to significant liability for
damages and could result in the invalidation of our intellectual property
rights. Any claims or litigation from third parties may also result in
limitations on our ability to use the intellectual property subject to any
claims or litigation unless we enter into arrangements with the third parties
responsible for those claims or litigation, which may be unavailable on
commercially reasonable terms.

We are subject to privacy concerns that may limit our success. Our
technology collects and utilizes data derived from user activity on the Web
sites in the Flycast Network. AdEx enables the use of personal profiles, in
addition to other mechanisms, to deliver targeted advertising, to help compile
demographic information and to limit the frequency with which an advertisement
is shown to the user. The effectiveness of our technology and the success of
our business could be limited by any reduction or limitation in the use of
personal profiles. These personal profiles contain bits of information keyed to
a specific server, file pathway or directory location that are

13
<PAGE>

stored in the Internet user's hard drive and passed to a Web site's server
through the user's browser software. Personal profiles are placed on the user's
hard drive without the user's knowledge or consent, but can be removed by the
user at any time through the modification of the user's browser settings. In
addition, currently available Web browsers can be configured to prevent personal
profiles from being stored on their hard drive. Some commentators, privacy
advocates and governmental bodies have suggested limiting or eliminating the use
of personal profiles.

The European Union has recently adopted a directive addressing data privacy
that may result in limitations on the collection and use of information
regarding Internet users. These limitations may limit our ability to target
advertising or collect and use information in most European countries.

We are subject to government regulation and legal uncertainties of doing
business on the Web. Laws and regulations that apply to Internet
communications, commerce and advertising are becoming more prevalent. These
regulations could affect the costs of communicating on the Web and adversely
affect the demand for our advertising solutions or otherwise have a material and
adverse effect on our business, results of operations and financial condition.
Recently, the United States Congress enacted Internet legislation regarding
children's privacy, copyrights and taxation. A number of other laws and
regulations may be adopted covering issues such as user privacy, pricing,
acceptable content, taxation and quality of products and services. This
legislation could hinder growth in the use of the Web generally and decrease the
acceptance of the Web as a communications, commercial and advertising medium.
In addition, the growing use of the Web has burdened the existing
telecommunications infrastructure and has caused interruptions in telephone
service. Telephone carriers have petitioned the government to regulate and
impose fees on Internet service providers and online service providers in a
manner similar to long distance carriers.

Due to the global nature of the Web, it is possible that, while our
transmissions originate in California, the governments of other states or
foreign countries might attempt to regulate our transmissions or levy sales or
other taxes relating to our activities. Furthermore, the European Union
recently adopted a directive addressing data privacy that may result in limits
on the collection and use of user information. The laws governing the Internet
remain largely unsettled, even in areas where there has been some legislative
action. It may take years to determine whether and how existing laws including
those governing intellectual property, privacy, libel and taxation apply to the
Internet and Internet advertising. In addition, the growth and development of
the market for Internet commerce may prompt calls for more stringent consumer
protection laws, both in the United States and abroad, that may impose
additional burdens on companies conducting business over the Internet. Our
business, results of operations and financial condition could be adversely
affected by the adoption or modification of laws or regulations relating to the
Internet, or the application of existing laws to the Internet.

We face an unknown number of Year 2000 risks. Many currently installed
computer systems and software products are coded to accept or recognize only two
digit entries in the date code field. These systems and software products will
need to accept four digit entries to distinguish 21st century dates from 20th
century dates. As a result, computer systems and/or software used by many
companies and governmental agencies may need to be upgraded to comply with these
Year 2000 requirements or risk system failure or miscalculations causing
disruptions of normal business activities.

We have made a preliminary assessment of our Year 2000 readiness. We
performed a Year 2000 simulation on our software during the second quarter of
1999. We are also in the process of contacting third-party vendors, licensors
and providers of software, hardware and services regarding their Year 2000
readiness. Following this testing and after contacting these vendors and
licensors, we will be better able to make a complete evaluation of our Year 2000
readiness, to determine what costs will be necessary to be Year 2000 compliant,
and to determine whether contingency plans need to be developed.

We expect to experience volatility in our stock price. The price at which
our common stock trades is likely to be highly volatile and may fluctuate
substantially due to factors such as:

. actual or anticipated fluctuations in our results of operations;

. changes in or failure by us to meet securities analysts' expectations;

14
<PAGE>

. announcements of technological innovations;

. introduction of new services by us or our competitors;

. developments with respect to intellectual property rights;

. conditions and trends in the Internet and other technology industries;
and

. general market conditions.

In addition, the stock market has from time to time experienced significant
price and volume fluctuations that have affected the market prices for the
common stocks of technology companies, particularly Internet companies. In the
past, these broad market fluctuations have been unrelated or disproportionate to
the operating performance of these companies. Any significant fluctuations in
the future might result in a material decline in the market price of our common
stock. In the past, following periods of volatility in the market price of a
particular company's securities, securities class action litigation has often
been brought against that company. We may become involved in this type of
litigation in the future. Litigation is often expensive and diverts
management's attention and resources, which could have a material adverse effect
upon our business and operating results.

We have adopted anti-takeover provisions that could affect the sale of Flycast.
Provisions of our Certificate of Incorporation, our Bylaws and Delaware law,
such as the elimination of the ability to act by written consent, could make it
more difficult for a third party to acquire us, even if doing so would be
beneficial to our stockholders.

USE OF PROCEEDS

The proceeds from the sale of the Common Stock offered by this Prospectus
are solely for the account of the Selling Stockholders. We will not receive any
proceeds from the sale of these shares. We will derive proceeds from the
exercise of options and issuance of shares of Common Stock upon such exercises,
which shares are being registered with the SEC simultaneously with the
registration of the shares being resold pursuant to this prospectus. Such
proceeds will be available to us for working capital and general corporate
purposes. No assurances can be given as to when or if any or all of the options
will be exercised and when or if such proceeds will become available for our
use.

PLAN OF DISTRIBUTION

Certain of the Shares covered by this prospectus are restricted and may not
be sold by the Selling Stockholders until these restrictions lapse. We have a
repurchase right with respect to these restricted shares, which right generally
lapses at a rate of 25% on the first anniversary of the date of grant of the
award of the Shares by the Company to the Selling Stockholders and as to 1/48th
of the shares each month after the first anniversary, provided that the holder
continues to provide services to the Company as an employee or consultant. The
registration statement registering the Shares for resale is being filed to
enable the Selling Stockholders, if they choose, to sell their unrestricted
Shares in the public market from time to time. All Shares held by the Selling
Stockholders have been included on the registration statement and are covered by
this prospectus even though some portion of these shares will continue to be
restricted and subject to our repurchase right for some time following the date
of this prospectus.

It is anticipated that Selling Stockholders who do choose to resell their
Shares may offer the Shares in the manner set forth on the cover page of this
prospectus, from time-to-time, through broker-dealers or agents designated by
the Selling Stockholders. Any broker-dealer acquiring Shares from a Selling
Stockholder may sell the Shares either directly, in its normal market-making
activities, through or to other brokers on a principal or agency basis, or to
its customers. Any such sales may be at prices then prevailing on the Nasdaq
National Market or other applicable securities exchange, at prices related to
such prevailing market prices, at negotiated prices or a combination of such
pricing methods. The costs of any such sales will be borne by the Selling
Stockholders. The costs of registering the Shares under the Securities Act are
being borne by the Company.

In connection with any sales covered by this prospectus, the Selling
Stockholders and any brokers participating in such sales may be deemed to be
underwriters within the meaning of the Securities Act. To the

15
<PAGE>

Company's knowledge, no specific brokers or dealers have been designated by any
Selling Stockholder nor has any agreement been entered into regarding brokerage
commissions or for the exclusive sale of any securities which may be offered
pursuant to this prospectus.

We have advised the Selling Stockholders that the anti-manipulation rules
under Regulation M of the Exchange Act may apply to sales of the Shares in the
market. We have also informed the Selling Stockholders of the possible need for
delivery of copies of this prospectus to prospective purchasers. Selling
Stockholders may indemnify any broker-dealer that participates in transactions
involving the sale of the Shares against certain liabilities, including
liabilities arising under the Securities Act. Any commissions paid or discounts
or concessions allowed to any such broker-dealers, and, if any such broker-
dealers purchase shares as principal in a transaction, any profits received on
the resale of such shares, may be deemed to be underwriting discounts and
commissions under the Securities Act.

Shares being sold pursuant to this prospectus must be sold by the Selling
Stockholders in compliance with Rule 144(e) of the Securities Act, which limits
the amount of securities that can be sold by any one person (and others whose
stock would be aggregated with the stock owned by such person) in any three-
month period to the greater of:

. 1% of the shares of our outstanding Common Stock as shown by our most
recently filed report or statement we have filed with the SEC; or

. the average weekly reported volume of trading in our Common Stock as
reported on Nasdaq during the four calendar weeks immediately preceding the date
of receipt of the order to execute the transaction by the broker or the date of
execution of the transaction directly with a market maker.

In addition, any Shares covered by this prospectus that qualify for sale
pursuant to Rule 144 may be sold under that Rule rather than pursuant to this
prospectus.

SELLING STOCKHOLDERS

The following table sets forth certain information as of October 15, 1999
with respect to the Selling Stockholders. The following table assumes that the
Selling Stockholders sell all of the shares offered by this prospectus. We are
unable to determine the exact number of shares that actually will be sold.

The number and percentage of shares beneficially owned is based on
14,508,656 shares outstanding at June 30, 1999 determined in accordance with
Rule 13d-3 of the Exchange Act. The information is not necessarily indicative
of beneficial ownership for any other purpose. Under Rule 13d-3, beneficial
ownership includes any shares as to which an individual has sole or shared
voting power or investment power, and also includes shares which an individual
has the right to acquire within 60 days of June 30, 1999 through the exercise of
any stock option or other right. Unless otherwise indicated in the footnotes,
each person has sole voting and investment power (or shares such powers with his
or her spouse) with respect to the shares shown as beneficially owned.
Percentages shown are based upon all shares registered hereunder being sold.

16
<PAGE>

<TABLE>
<CAPTION>
Shares Beneficially Owned Shares Beneficially
Prior Shares Offered by Owned After
Selling Stockholder Position with Flycast to the Offering(1) this Prospectus the Offering
- ------------------------- --------------------- -------------------------------- ----------------- ---------------------
Number Percent Number Percent
--------------- --------------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Dave Brown Senior Software 10,000 * 10,000 0 0%
Engineer
Emily Burt Network Specialist, 1,221 * 1,128 0 0%
L1
Jonathan Dorfman Lead Software 10,000 * 10,000 0 0%
Engineer
Ruth Dorward Former Consultant 71,309 * 3,641 67,668 *
Howard Draft Director 22,917 * 20,000 0 0%
Eric Duong Director, Customer 11,658 * 6,873 0 0%
Services
Bob Elkins Former Consultant 3,640 * 3,640 0 0%
Philip Florence Former Manager, 32,186 * 32,186 0 0%
Server Development
Dorothy Francis Executive Assistant 3,700 * 2,200 1,500 *
George Garrick President & CEO 289,580 1% 147,920 0 0%
Cyrus Ghalambor Lead Software 10,000 * 10,000 0 0%
Engineer
Scott Halpert Former Manager, 4,462 * 4,462 0 0%
Advertising Services
Heidi Kay Director, Product 19,818 * 1,728 18,090 *
Marketing
J.B. Kropp Manager, Local VAR 4,908 * 1,635 3,273 *
Kenneth Lee Senior Software 2,408 * 1,250 0 0%
Engineer
Christopher Levine Business Development 13,450 * 13,450 0 0%
Larry Levine Former VP of Sales 46,750 * 46,750 0 0%
Max Lui Former Manager, 17,825 * 13,541 0 0%
Database Development
Trish Mattler Controller, VP of 26,200 * 11,200 15,000 *
Finance
Brian Meek Manager, Database 6,241 * 2,222 0 0%
Development
Pete Muller Senior Director, SE 40,700 * 40,700 0 0%
Robert Nelson Former IS Manager 4,450 * 4,450 0 0%

</TABLE>

17
<PAGE>

<TABLE>
<CAPTION>
Shares Beneficially Owned Shares Beneficially
Prior Shares Offered by Owned After
Selling Stockholder Position with Flycast to the Offering(1) this Prospectus the Offering
- ------------------------- --------------------- -------------------------------- ----------------- ---------------------
Number Percent Number Percent
--------------- --------------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Peter Nicas Executive VP, 70,000 * 20,000 50,000 *
Strategy & Business
Lyn Oakes Executive VP & Chief 125,000 * 125,000 0 0%
Marketing Officer
Rhona Rogers Former Consultant 8,076 * 1,076 7,000 *
Dylan Salisbury Senior Software 25,268 * 20,268 5,000 *
Engineer
Alicia Sieger 10,846 * 10,000 0 0%
Charles Stewart Director, Production 16,858 * 15,000 0 0%
Networks & IT
David A. and Beverly J. Former Consultants 29,981 * 2,914 27,067 *
Thompson, Trustees of
the Thompson Trust
dated 11-20-96
Trust FBO Emma 1,833 * 1,833 0 0%
Weidenhamer under the
Weidenhamer Children's
Educational Trusts,
Alan M. Will, Trustee
Trust FBO Mark D. 1,833 * 1,833 0 0%
Albright under the
Albright Children's
Educational Trusts,
Alan M. Will, Trustee
Trust FBO Nell 1,833 * 1,833 0 0%
Weidenhamer under the
Weidenhamer Children's
Educational Trusts,
Alan M. Will, Trustee
Trust FBO Jonathan R. 1,250 * 1,250 0 0%
Garrick under the
Garrick Children's
Educational Trusts #1,
Alan M. Will, Trustee
</TABLE>

18
<PAGE>

Trust FBO Sarah L. 1,833 * 1,833 0 0%
Albright under the
Albright Children's
Educational Trusts,
Alan M. Will, Trustee
Trust FBO Taylor K. 1,833 * 1,833 0 0%
Albright under the
Albright Children's
Educational Trusts,
Alan M. Will, Trustee
Trust FBO Victoria L. 1,250 * 1,250 0 0%
Garrick under the
Garrick Children's
Educational Trusts #1,
Alan M. Will, Trustee
Trust FBO Wesley 1,833 * 1,833 0 0%
Weidenhamer under the
Weidenhamer Children's
Educational Trusts,
Alan M. Will, Trustee
Trust FBO William G. 1,250 * 1,250 0 0%
Garrick under the
Garrick Children's
Educational Trusts #1,
Alan M. Will, Trustee
Carolyn Vanderlip Consultant 10,000 * 10,000 0 0%
Ed Videki Former VP of 25,000 * 25,000 0 0%
Engineering
Laura Whitt Human Resources 5,209 * 3,505 0 0%
Generalist
Trevor Wright Director, Texas 4,129 * 4,129 0 0%
Additional shares * **6,837 *
covered by this
prospectus**
Total: * **651,757 4.49%
</TABLE>

______________________________
* Less than 1%

19
<PAGE>

** Certain nonaffiliates who are not listed above may use this prospectus to
resell shares of Common Stock held by them provided the aggregate number of
shares which they may resell does not exceed 1,000 shares. The total number
of shares listed above includes shares that may be sold by such persons.

While some or all of the Selling Stockholders listed above may be deemed to
be affiliates of the Company, neither the Company nor such Selling
Stockholders admit that the persons listed as Selling Stockholders are, in
fact, affiliates of the Company.

(1) Percentage of beneficial ownership includes Common Stock of which such
individual has the right to acquire beneficial ownership within 60 days of
June 30, 1999, including but not limited to, upon the exercise of an
option.

20
<PAGE>

LEGAL MATTERS

The validity of the issuance of the common stock offered by this prospectus
will be passed upon by Venture Law Group, A Professional Corporation, Menlo
Park, California, counsel to Flycast Communications Corporation. As of the date
of the registration statement to which this prospectus relates, a director of
Venture Law Group own 7,718 shares of the Company's Common Stock and an
investment partnership associated with Venture Law Group own 11,278 shares of
the Company's Common Stock.

INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law (the "DGCL") provides that
a corporation may indemnify directors and officers, as well as other employees
and individuals, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation--a "derivative action"), if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) incurred in connection with the defense or settlement of such
actions, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's charter, bylaws,
disinterested director vote, stockholder vote, agreement or otherwise.

The Company's Restated Certificate of Incorporation limits the liability of
directors to the full extent permitted by Delaware law. Delaware law provides
that a corporation's certificate of incorporation may contain a provision
eliminating or limiting the personal liability of directors for monetary damages
for breach of their fiduciary duties as directors, except for liability (i) for
any breach of their duty of loyalty to the corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) for unlawful payments of dividends or
unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL
or (iv) for any transaction from which the director derived an improper personal
benefit. The Company's Bylaws provide that the Company shall indemnify its
directors and officers and may indemnify its employees and agents to the fullest
extent permitted by law. The Company believes that indemnification under its
Bylaws covers at least negligence and gross negligence on the part of
indemnified parties.

The Company intends to enter into agreements which indemnify its directors
and executive officers. These agreements, among other things, indemnify the
Company's directors and officers for certain expenses (including attorneys'
fees), judgments, fines and settlement amounts incurred by such persons in any
action or proceeding, including any action by or in the right of the Company,
arising out of such person's services as a director or officer of the Company,
any subsidiary of the Company or any other company or enterprise to which the
person provides services at the request of the Company. The Company believes
that these provisions and agreements are necessary to attract and retain
qualified directors and officers.

At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent of the Company where indemnification will
be required or permitted. The Company is not aware of any threatened litigation
or proceeding that might result in a claim for such indemnification.

21
<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
WHERE YOU CAN FIND MORE INFORMATION........ 5
THE COMPANY................................ 6
RECENT DEVELOPMENTS........................ 7
RISK FACTORS............................... 7
USE OF PROCEEDS............................ 15
PLAN OF DISTRIBUTION....................... 15
SELLING STOCKHOLDERS....................... 16
LEGAL MATTERS.............................. 21
INDEMNIFICATION OF DIRECTORS AND OFFICERS.. 21

</TABLE>

22
<PAGE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.
---------------------------------------

The following documents filed with the SEC are hereby incorporated by
reference:

(a) Our prospectus filed on May 4, 1999 pursuant to Rule 424(b) of the
Securities Act, which contains audited financial statements for our
latest fiscal year;

(b) All other reports we have filed with the SEC pursuant to Section 13(a)
or 15(d) of the Exchange Act since May 4, 1999, including our
quarterly report on Form 10-Q for the quarter ended June 30, 1999 (as
filed on August 13, 1999);

(c) The description of our Common Stock contained in a Form 8-A filed with
the SEC under the Exchange Act on March 1, 1999, including any
amendment or report filed for the purpose of updating such
description; and

All documents we subsequently file pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing such documents.

Item 4. Description of Securities. Not applicable.
-------------------------

Item 5. Interests of Named Experts and Counsel.
--------------------------------------

The validity of the issuance of the common stock offered by this prospectus
will be passed upon by Venture Law Group, A Professional Corporation, Menlo
Park, California, counsel to Flycast Communications Corporation. As of the date
of this Registration Statement, a director of Venture Law Group own 7,718 shares
of the Company's Common Stock and an investment partnership associated with
Venture Law Group own 11,278 shares of the Company's Common Stock.

Item 6. Indemnification of Directors and Officers.
-----------------------------------------

Section 145 of the Delaware General Corporation Law (the "DGCL")
provides that a corporation may indemnify directors and officers, as well as
other employees and individuals, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation--a
"derivative action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with the
defense or settlement of such actions, and the statute requires court approval
before there can be any indemnification where the person seeking indemnification
has been found liable to the corporation. The statute provides that it is not
exclusive of other indemnification that may be granted by a corporation's
charter, bylaws, disinterested director vote, stockholder vote, agreement or
otherwise.

23
<PAGE>

in Section 174 of the DGCL or (iv) for any transaction from which the director
derived an improper personal benefit. The Company's Bylaws provide that the
Company shall indemnify its directors and officers and may indemnify its
employees and agents to the fullest extent permitted by law. The Company
believes that indemnification under its Bylaws covers at least negligence and
gross negligence on the part of indemnified parties.

Item 7. Exemption from Registration Claimed. Not applicable.
-----------------------------------------------------

Item 8. Exhibits.
--------

Exhibit
Number
--------
5.1 Opinion of Venture Law Group, a Professional Corporation.

23.1 Consent of Venture Law Group, a Professional Corporation
(included in Exhibit 5.1).

23.2 Independent Auditors' Consent (see p. 30).

24.1 Powers of Attorney (see p. 27).
- ---------------

Item 9. Undertakings.
-------------
The undersigned Registrant hereby undertakes:

(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

(2) that, for purposes of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) to remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
the offering.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration

24
<PAGE>

statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

Insofar as the indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in a
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the question has already been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such indemnification
by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

[Signature Pages Follow]

25
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Flycast Communications Corporation a corporation organized and existing under
the laws of the State of Delaware, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Francisco, State of
California, on this 15th day of October, 1999.

FLYCAST COMMUNICATIONS CORPORATION

By: /s/ Ralph J. Harms
--------------------------
Ralph J. Harms
Chief Financial Officer

26
<PAGE>

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Paul Matteucci and Linda R. Palmor,
jointly and severally, his or her attorneys-in-fact and agents, each with the
power of substitution and resubstitution, for him or her and in his or her name,
place or stead, in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file such amendments, together with
exhibits and other documents in connection therewith, with the Securities and
Exchange Commission, granting to each attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as he or she might or could do in
person, and ratifying and confirming all that the attorney-in-facts and agents,
or his or her substitute or substitutes, may do or cause to be done by virtue
hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ George R. Garrick Chairman of the Board, Chief Executive October 15, 1999
- ------------------------------------- Officer and President (Principal Executive
George R. Garrick Officer)

/s/ Ralph J. Harms Chief Financial Officer and Assistant October 15, 1999
- ------------------------------------- Secretary (Principal Financial and
Ralph J. Harms Accounting Officer)

/s/ David J. Cowan Director October 15, 1999
- -------------------------------------
David J. Cowan
/s/ Howard Draft Director October 15, 1999
- -------------------------------------
Howard Draft
/s/ Gary Prophitt Director October 15, 1999
- -------------------------------------
Gary Prophitt
/s/ Michael D. Solomon Director October 15, 1999
- -------------------------------------
Michael D. Solomon
</TABLE>

27
<PAGE>

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit Page
Number No.
- ----------- ------------
<C> <S> <C>
5.1 Opinion of Venture Law Group, a Professional Corporation 29
23.1 Consent of Venture Law Group, a Professional Corporation
(included in Exhibit 5.1). 29
23.2 Independent Auditors' Consent (see p. 30). 30
24.1 Powers of Attorney (see p. 27). 27
</TABLE>

<PAGE>

EXHIBIT 5.1

October 15, 1999

Flycast Communications Corporation
181 Fremont Street
San Francisco, California 94105

Registration Statement on Form S-8
----------------------------------

Ladies and Gentlemen:

At your request, we have examined the Registration Statement on Form S-8
(the "Registration Statement") executed by Flycast Communications Corporation
----------------------
(the "Company") and to be filed with the Securities and Exchange Commission (the
-------
"Commission") in connection with the registration under the Securities Act of
----------
1933, as amended, of a total of (1) 6,300,000 shares of the Company's Common
Stock reserved for issuance under the Company's 1997 Stock Option Plan and 1999
Stock Option Plan (together, the "Plans"), and (2) 651,757 shares of Common
-----
Stock previously acquired under the Plans by persons listed as Selling
Stockholders in the prospectus contained within the registration statement and
certain unnamed non-affiliates of the Company. As your counsel in connection
with this transaction, we have examined the proceedings taken and are familiar
with the proceedings proposed to be taken by you in connection with the sale and
issuance of the Shares.

It is our opinion that upon conclusion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, and upon completion of the proceedings being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
the various states where required, the Shares when issued and sold under the
applicable provisions of the Plans in the manner described in the Registration
Statement will be legally and validly issued, fully paid and non-assessable.

We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement and in any amendment thereto.

This opinion is solely for your benefit and may not be relied upon by
any other person without our prior written consent.

Very truly yours,

VENTURE LAW GROUP
A Professional Corporation

/s/ VENTURE LAW GROUP

<PAGE>
EXHIBIT 23.2

INDEPENDENT AUDITORS' CONSENT
-----------------------------

We consent to the incorporation by reference in this Registration Statement
on Form S-8 of Flycast Communications Corporation of our report dated February
3, 1999 (March 30, 1999 as to the last paragraph of Note 8), appearing in the
Registration Statement on Form S-1 (File No. 333-71909) of Flycast
Communications Corporation, and of our report dated February 3, 1999 relating to
the financial statement schedule appearing elsewhere in that Registration
Statement on Form S-1.

/s/ DELOITTE & TOUCHE LLP

San Jose, California
October 13, 1999