<PAGE>
As filed with the Securities and Exchange Commission on June 13, 2000
Registration No. 333-37106
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
Amendment No. 1 to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
CARSDIRECT.COM, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 5511 95-4711621
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
10567 Jefferson Boulevard
Culver City, CA 90232
(310) 280-4000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
---------------
ROBERT BRISCO
Chief Executive Officer
10567 Jefferson Boulevard
Culver City, CA 90232
(310) 280-4000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
<TABLE>
<S> <C>
LARRY W. SONSINI
MARTIN W. KORMAN
ROBERT SANCHEZ JEROME L. COBEN
Wilson Sonsini Goodrich & Rosati Skadden, Arps, Slate, Meagher & Flom LLP
Professional Corporation 300 South Grand Avenue, Suite 3400
650 Page Mill Road Los Angeles, California 90071
Palo Alto, California 94304 (213) 687-5000
(650) 493-9300
</TABLE>
---------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this registration statement.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
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<CAPTION>
Title of Each Class of Proposed Maximum Aggregate Amount of
Securities to be Registered Offering Price (1) Registration Fee
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<S> <C> <C>
Class A Common Stock, $0.001 par
value........................... $172,500,000 $45,540(2)
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</TABLE>
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(a) under the Securities Act of 1933.
(2) Previously paid.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall hereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to such Section 8(a), may determine.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities and it is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion
Preliminary Prospectus dated June 13, 2000
PROSPECTUS
Shares
Class A Common Stock
-----------
This is CarsDirect.com's initial public offering. CarsDirect.com is selling
all of the shares.
We expect the public offering price to be between $ and $ per
share. Currently, no public market exists for the shares. After pricing of the
offering, we expect that the shares will be quoted on the Nasdaq National
Market under the symbol "CRSD."
Investing in the Class A common stock involves risks that are described in
the "Risk Factors" section beginning on page 6 of this prospectus.
-----------
<TABLE>
<CAPTION>
Per Share Total
--------- -----
<S> <C> <C>
Public offering price............................... $ $
Underwriting discount............................... $ $
Proceeds, before expenses, to CarsDirect.com ....... $ $
</TABLE>
The underwriters may also purchase up to an additional shares at the
public offering price, less the underwriting discount, within 30 days from the
date of this prospectus to cover over-allotments.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
The shares will be ready for delivery on or about , 2000.
-----------
Merrill Lynch & Co.
Chase H&Q
Robertson Stephens
E*OFFERING
-----------
The date of this prospectus is , 2000.
<PAGE>
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number
-------
<C> <S>
1.1* Form of Underwriting Agreement.
2.1** Share Purchase Agreement, dated July 16, 1999, among CarsDirect.com,
ADMS Nova Scotia Company, Perga Capital Corp., Autodata Marketing
Systems Incorporated, the shareholders of Perga Capital Corp. and
Gregory T. Perrier.
2.2** Asset Purchase Agreement, dated October 19, 1999, among
CarsDirect.com, Potamkin Auto Center, Ltd., Robert M. Potamkin, Alan
H. Potamkin, Ted Bessen and Planet Automotive Group, Inc.
2.3** Roll-Up Agreement, dated December 16, 1999, among CarsDirect.com, Bank
One Corporation, Bank One, N.A., Columbus, Ohio, Bank One Insurance
Services Corporation and CD1Financial.com, LLC.
3.1** Restated Certificate of Incorporation of the Registrant currently in
effect.
3.2** Bylaws of the Registrant currently in effect.
3.3* Restated Certificate of Incorporation of the Registrant to be in
effect upon completion of this offering.
3.4* Restated Bylaws of the Registrant to be in effect upon completion of
this offering.
4.1* Specimen Common Stock Certificate.
4.2** Fourth Amended and Restated Investor Rights Agreement, dated October
27, 1999, among CarsDirect.com and purchasers of its preferred stock.
4.3** Stock Purchase Warrant, dated November 4, 1999, of CarsDirect.com in
favor of Robert Brisco.
4.4** Stock Purchase Warrant, dated January 13, 2000, of CarsDirect.com in
favor of Lynn Walsh.
4.5** Convertible Subordinated Promissory Note, dated September 28, 1999, of
CarsDirect.com in favor of GBJ Holdings, LLC.
4.6** Warrant to Purchase 10,000 Shares of the Common Stock of
CarsDirect.com, Inc., dated October 29, 1999, of CarsDirect.com in
favor of Heidrick & Struggels, Inc.
4.7** Common Stock Purchase Warrant dated December 16, 1999, of
CarsDirect.com in favor of Bank One, N.A., Columbus, Ohio.
4.8** Stockholder Agreement, dated December 30, 1999, between
CarsDirect.com, idealab! Holdings, L.L.C. and Bill Gross' idealab!.
4.9 Security Agreement and Note in the initial principal amount of
$255,000, dated March 13, 2000, of Christine Bucklin in favor of
CarsDirect.com.
4.10 Security Agreement and Note in the initial principal amount of
$261,211, dated March 13, 2000, of Christine Bucklin in favor of
CarsDirect.com.
4.11** Form of Note and Security Agreement.
4.12** Secured Promissory Note, dated September 1, 1999, of Gerald J. Popek
in favor of CarsDirect.com.
4.13** Secured Promissory Note, dated November 8, 1999, of Gerald L. Popek in
favor of CarsDirect.com.
5.1* Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
10.1* 1998 Stock Plan, as amended, and form of option agreement thereunder.
10.2* 2000 Employee Stock Purchase Plan.
10.3** Robert Brisco Employment Agreement, dated November 8, 1999, between
CarsDirect.com and Robert Brisco, as amended.
10.4** Christine Bucklin Employment Agreement, dated November 4, 1999,
between CarsDirect.com and Christine Bucklin.
10.5** Employment Agreement, dated June 21, 1999, between CarsDirect.com and
Frederick G. Silny.
10.6** Employment Agreement, dated September 30, 1999, among CarsDirect.com,
Scott Painter and Bill Gross' idealab!.
10.7** Form of Indemnification Agreement.
10.8** Standard Industrial/Commercial Multi-Tenant Lease--Net, dated July 1,
1999, between CarsDirect.com and Trenton Property, LLC.
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number
-------
<C> <S>
10.9** First Amendment to Standard Industrial/Commercial Multi-Tenant Lease
Net, dated April 24, 2000, between CarsDirect.com and Trenton
Property, LLC.
10.10** Agreement of Lease, dated October 19, 1999, between CarsDirect.com and
Potamkin Auto Center, Ltd.
10.11+ Term Sheet, dated December 16, 1999, between CarsDirect.com and
Finance One Corporation.
10.12** Amendment No. 1 to Strategic Alliance Agreement, dated November 23,
1999, between CarsDirect.com and Autoland, Inc.
10.13** Consulting Agreement, dated April 1, 1999, between CarsDirect.com,
Michael L. Malamut and Ronald L. Frey.
10.14** Separation and Consulting Agreement, dated April 28, 2000, between
CarsDirect.com and Kenneth J. Murphy.
10.15+ Strategic Co-Marketing Agreement, dated March 16, 2000, between
CarsDirect.com and Autoweb.com, Inc.
10.16* Series D Preferred Stock Purchase and Warrant Agreement, dated May 15,
2000, among CarsDirect.com, Penske Internet Capital Group, L.L.C.,
UnitedAuto Group, Inc., HAC II, Inc. and Penske Automotive Group,
Inc., and related documents.
10.17+ Operating Agreement, dated May 12, 2000, among CarsDirect.com,
UnitedAuto Group, Inc. and Penske Automotive Group, Inc.
21.1** List of Subsidiaries.
23.1** Consent of Independent Accountants.
23.2** Consent of Independent Accountants.
23.3* Consent of Counsel (see Exhibit 5.1).
24.1** Power of Attorney (see Page II-6).
27.1** Financial Data Schedule.
</TABLE>
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+ Certain portions of this exhibit have been granted confidential treatment
by the Commission. The omitted portions have been separately filed with
the Commission.
* To be filed by amendment.
** Previously filed.
(b) Financial Statement Schedules
Schedules not listed above have been omitted because the information
required to be set forth therein is not applicable or is shown in the financial
statements or notes thereto.
Item 17. Undertakings
The undersigned registrant hereby undertakes to provide to the
underwriters at the closing specified in the underwriting agreements,
certificates in such denominations and registered in such names as required by
the underwriters to permit prompt delivery to each purchaser.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A
and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this registration statement as of the
time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Pasadena,
State of California, on the 13th day of June, 2000.
CARSDIRECT.COM, INC.
/s/ Robert Brisco
By: _________________________________
Robert Brisco
President and Chief Executive
Officer
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>
Robert Brisco* President, Chief Executive June 13, 2000
____________________________________ Officer and Director
Robert Brisco (Principal Executive Officer)
Frederick G. Silny* Chief Financial Officer and June 13, 2000
____________________________________ Secretary (Principal
Frederick G. Silny Financial Officer)
Howard Morgan* Director, Chairman of the June 13, 2000
____________________________________ Board
Howard Morgan
Jim Armstrong* Director June 13, 2000
____________________________________
Jim Armstrong
Gerald Greenwald* Director June 13, 2000
____________________________________
Gerald Greenwald
Bill Gross* Director June 13, 2000
____________________________________
Bill Gross
Lawrence Gross* Director June 13, 2000
____________________________________
Lawrence Gross
Michael Malamut* Director June 13, 2000
____________________________________
Michael Malamut
Roger S. Penske, Sr.* Director June 13, 2000
____________________________________
Roger S. Penske, Sr.
</TABLE>
/s/ Robert Brisco
*By: /s/ Robert Brisco
________________________________
(Robert Brisco,
Attorney-in-Fact)
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number
-------
<C> <S>
1.1* Form of Underwriting Agreement.
2.1** Share Purchase Agreement, dated July 16, 1999, among CarsDirect.com,
ADMS Nova Scotia Company, Perga Capital Corp., Autodata Marketing
Systems Incorporated, the shareholders of Perga Capital Corp. and
Gregory T. Perrier.
2.2** Asset Purchase Agreement, dated October 19, 1999, among
CarsDirect.com, Potamkin Auto Center, Ltd., Robert M. Potamkin, Alan
H. Potamkin, Ted Bessen and Planet Automotive Group, Inc.
2.3** Roll-Up Agreement, dated December 16, 1999, among CarsDirect.com, Bank
One Corporation, Bank One, N.A., Columbus, Ohio, Bank One Insurance
Services Corporation and CD1Financial.com, LLC.
3.1** Restated Certificate of Incorporation of the Registrant currently in
effect.
3.2** Bylaws of the Registrant currently in effect.
3.3* Restated Certificate of Incorporation of the Registrant to be in
effect upon completion of this offering.
3.4* Restated Bylaws of the Registrant to be in effect upon completion of
this offering.
4.1* Specimen Common Stock Certificate.
4.2** Fourth Amended and Restated Investor Rights Agreement, dated October
27, 1999, among CarsDirect.com and purchasers of its preferred stock.
4.3** Stock Purchase Warrant, dated November 4, 1999, of CarsDirect.com in
favor of Robert Brisco.
4.4** Stock Purchase Warrant, dated January 13, 2000, of CarsDirect.com in
favor of Lynn Walsh.
4.5** Convertible Subordinated Promissory Note, dated September 28, 1999, of
CarsDirect.com in favor of GBJ Holdings, LLC.
4.6** Warrant to Purchase 10,000 Shares of the Common Stock of
CarsDirect.com, Inc., dated October 29, 1999, of CarsDirect.com in
favor of Heidrick & Struggels, Inc.
4.7** Common Stock Purchase Warrant dated December 16, 1999, of
CarsDirect.com in favor of Bank One, N.A., Columbus, Ohio.
4.8** Stockholder Agreement, dated December 30, 1999, between
CarsDirect.com, idealab! Holdings, L.L.C. and Bill Gross' idealab!.
4.9 Security Agreement and Note in the initial principal amount of
$255,000, dated March 13, 2000, of Christine Bucklin in favor of
CarsDirect.com.
4.10 Security Agreement and Note in the initial principal amount of
$261,211, dated March 13, 2000, of Christine Bucklin in favor of
CarsDirect.com.
4.11** Form of Note and Security Agreement.
4.12** Secured Promissory Note, dated September 1, 1999, of Gerald J. Popek
in favor of CarsDirect.com.
4.13** Secured Promissory Note, dated November 8, 1999, of Gerald L. Popek in
favor of CarsDirect.com.
5.1* Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
10.1* 1998 Stock Plan, as amended, and form of option agreement thereunder.
10.2* 2000 Employee Stock Purchase Plan.
10.3** Robert Brisco Employment Agreement, dated November 8, 1999, between
CarsDirect.com and Robert Brisco, as amended.
10.4** Christine Bucklin Employment Agreement, dated November 4, 1999,
between CarsDirect.com and Christine Bucklin.
10.5** Employment Agreement, dated June 21, 1999, between CarsDirect.com and
Frederick G. Silny.
10.6** Employment Agreement, dated September 30, 1999, among CarsDirect.com,
Scott Painter and Bill Gross' idealab!.
10.7** Form of Indemnification Agreement.
10.8** Standard Industrial/Commercial Multi-Tenant Lease--Net, dated July 1,
1999, between CarsDirect.com and Trenton Property, LLC.
10.9** First Amendment to Standard Industrial/Commercial Multi-Tenant Lease
Net, dated April 24, 2000, between CarsDirect.com and Trenton
Property, LLC.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number
-------
<C> <S>
10.10** Agreement of Lease, dated October 19, 1999, between CarsDirect.com and
Potamkin Auto Center, Ltd.
10.11+ Term Sheet, dated December 16, 1999, between CarsDirect.com and
Finance One Corporation.
10.12** Amendment No. 1 to Strategic Alliance Agreement, dated November 23,
1999, between CarsDirect.com and Autoland, Inc.
10.13** Consulting Agreement, dated April 1, 1999, between CarsDirect.com,
Michael L. Malamut and Ronald L. Frey.
10.14** Separation and Consulting Agreement, dated April 28, 2000, between
CarsDirect.com and Kenneth J. Murphy.
10.15+ Strategic Co-Marketing Agreement, dated March 16, 2000, between
CarsDirect.com and Autoweb.com, Inc.
10.16* Series D Preferred Stock Purchase and Warrant Agreement, dated May 15,
2000, among CarsDirect.com, Penske Internet Capital Group, L.L.C.,
UnitedAuto Group, Inc., HAC II, Inc. and Penske Automotive Group,
Inc., and related documents.
10.17+ Operating Agreement, dated May 12, 2000, among CarsDirect.com,
UnitedAuto Group, Inc. and Penske Automotive Group, Inc.
21.1** List of Subsidiaries.
23.1** Consent of Independent Accountants.
23.2** Consent of Independent Accountants.
23.3* Consent of Counsel (see Exhibit 5.1).
24.1** Power of Attorney (see Page II-6).
27.1** Financial Data Schedule.
</TABLE>
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+ Certain portions of this exhibit have been granted confidential treatment
by the Commission. The omitted portions have been separately filed with
the Commission.
* To be filed by amendment.
** Previously filed.
