<PAGE>
As filed with the Securities and Exchange Commission on May 10, 2000.
Registration No. 333-34722
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
-------------
AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-------------
INTERNET CAPITAL GROUP, INC.
(Exact name of Registrant as specified in its Charter)
-------------
435 Devon Park Drive
600 Building
Wayne, Pennsylvania 19087
(610) 989-0111
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
-------------
Henry N. Nassau, Esq.
Managing Director, General Counsel and Secretary
Internet Capital Group, Inc.
435 Devon Park Drive
600 Building
Wayne, Pennsylvania 19087
(610) 989-0111
(Name, address including zip code, and telephone number, including area code,
of agent for service)
-------------
With copies to:
<TABLE>
<S> <C> <C> <C>
Christopher G. Karras, Esq. Mark Borden, Esq. Kenneth Guernsey, Esq. Steve L. Camahort, Esq.
Dechert Price & Rhoads Hale and Dorr LLP Cooley Godward LLP Wilson Sonsini
4000 Bell Atlantic Tower 60 State Street One Maritime Plaza Goodrich & Rosati
1717 Arch Street Boston, Massachusetts 02109 20th Floor Professional Corporation
Philadelphia, Pennsylvania (617) 526-6000 San Francisco, CA 94111 Spear Street Tower
19103 (415) 693-2000 One Market
(215) 994-4000 San Francisco, CA 94105
(415) 947-2000
</TABLE>
-------------
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Amendment No. 2 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the Town of Wayne, County of Chester, Commonwealth of Pennsylvania on the 10th
day of May, 2000.
Internet Capital Group, Inc.
Walter W. Buckley, III
By: _________________________________
Walter W. Buckley, III
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 2 to the 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>
Walter W. Buckley, III President, Chief Executive May 10, 2000
______________________________________ Officer and Director
Walter W. Buckley, III (principal executive
officer)
David D. Gathman Chief Financial Officer May 10, 2000
______________________________________ and Treasurer (principal
David D. Gathman financial and accounting
officer)
* Director May 10, 2000
______________________________________
Julian A. Brodsky
* Director May 10, 2000
______________________________________
Warren V. Musser
* Director May 10, 2000
______________________________________
Kenneth A. Fox
* Director May 10, 2000
______________________________________
Dr. Thomas P. Gerrity
* Director May 10, 2000
______________________________________
Robert E. Keith, Jr.
* Director May 10, 2000
______________________________________
Peter A. Solvik
</TABLE>
Walter W. Buckley, III
*By: ____________________________
Walter W. Buckley, III
Attorney-in-Fact
II-9
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Document
------- --------
<C> <S>
2.1 Agreement of Merger, dated February 2, 1999, between Internet Capital
Group, L.L.C., and InternetCapital Group, Inc. (incorporated by
reference to Exhibit 2.1 to the Registration Statement on Form S-1
filed by the Registrant on May 11, 1999 (Registration No. 333-78193)
("IPO Registration Statement"))
2.2* Exchange Offer Agreement dated as of February 24, 2000 by and among
eCredit.com, Inc., Internet Capital Group, Inc. and ICG Holdings, Inc.
2.3* Recapitalization and Exchange Offer Agreement and Plan of
Reorganization by and among Internet Capital Group, Inc., Rain
Acquisition Corp., RightWorks Corporation, and with respect to
Article VII, VIII and IX only Suhas Patil, as Shareholder
Representative, and Chase Manhattan Trust Company, National
Association, as Escrow Agent, dated as of March 7, 2000.
4.1 Specimen Certificate for Internet Capital Group's Common Stock
(incorporated by reference to Exhibit 4.1 to Amendment No. 3 to the
IPO Registration Statement filed by the Registrant on August 2, 1999
(Registration No. 333-78193) ("IPO Amendment No. 3"))
4.2 Form of Indenture between Internet Capital Group, Inc. and Chase
Manhattan Trust Company, National Association, as Trustee, for the
Convertible Subordinated Notes (incorporated by reference to Exhibit
4.2 to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999 (Registration No. 000-26929) ("10-K"))
4.3 Form of Internet Capital Group's Convertible Subordinated Note due
December, 2004 (incorporated by reference to Exhibit 4.2 to 10-K)
5.1* Opinion of Dechert Price & Rhoads
8.1* Opinion of Cooley Godward LLP
8.2* Opinion of Wilson Sonsini Goodrich & Rosati
10.1 Internet Capital Group, L.L.C. 1998 Equity Compensation Plan
(incorporated by reference to Exhibit 10.1 to the IPO Registration
Statement)
10.1.1 Internet Capital Group, Inc. 1999 Equity Compensation Plan
(incorporated by reference to Exhibit 10.1.1 to the IPO Registration
Statement)
10.1.2 Internet Capital Group, Inc. 1999 Equity Compensation Plan as Amended
and Restated May 1, 1999 (incorporated by reference to Exhibit 10.1.2
to the IPO Registration Statement)
10.1.3 Amendment No. 1 to the Internet Capital Group, Inc. 1999 Equity
Compensation Plan as Amended and Restated May 1, 1999 (incorporated by
reference to Exhibit 10.1.3 to Amendment No. 2 to the IPO Registration
Statement filed by the Registrant on July 16, 1999 (Registration No.
333-79193) ("IPO Amendment No. 2"))
10.2 Internet Capital Group, L.L.C. Option Plan for Non-Employee Managers
(incorporated by reference to Exhibit 10.2 to the IPO Registration
Statement)
10.2.1 Internet Capital Group, Inc. Directors' Option Plan (incorporated by
reference to Exhibit 10.2.1 to the IPO Registration Statement)
10.3 Internet Capital Group, L.L.C. Membership Profit Interest Plan
(incorporated by reference to Exhibit 10.3 to the IPO Registration
Statement)
10.4 Form of Internet Capital Group, Inc. Long-Term Incentive Plan
(incorporated by reference to Exhibit 10.4 to the 10-K)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Document
------- --------
<C> <S>
10.5 Amended and Restated Limited Liability Company Agreement of Internet
Capital Group, L.L.C. dated September 30, 1998 (incorporated by
reference to Exhibit 10.5 to the IPO Registration Statement)
10.5.1 Amended and Restated Limited Liability Company Agreement of Internet
Capital Group, L.L.C. dated January 4, 1999 (incorporated by reference
to Exhibit 10.5.1 to the IPO Registration Statement)
10.6 Securities Holders Agreement dated February 2, 1999 among Internet
Capital Group, Inc. and certain securities holders named therein
(incorporated by reference to Exhibit 10.6 to the IPO Registration
Statement)
10.7 Form of Internet Capital Group, Inc. Common Stock Purchase Warrant
dated May 10, 1999 issued in connection with the May 10, 1999
Convertible Notes (incorporated by reference to Exhibit 10.21 to the
IPO Registration Statement)
10.8 Form of Internet Capital Group, Inc. Convertible Note dated May 10,
1999 (incorporated by reference to Exhibit 10.22 to the IPO
Registration Statement)
10.9 Stock Purchase Agreement between Internet Capital Group, Inc. and
Safeguard Scientifics, Inc. (incorporated by reference to Exhibit 10.1
to the Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999)
10.9.1 Stock Purchase Agreement between Internet Capital Group, Inc. and
International Business Machines Corporation (incorporated by reference
to Exhibit 10.23.1 to IPO Amendment No. 2)
10.10 Letter describing the oral lease between Internet Capital Group and
Safeguard Scientifics, Inc. for premises located in Wayne,
Pennsylvania (incorporated by reference to Exhibit 10.24 to Amendment
No. 1 to the IPO Registration Statement filed by the Registrant on
June 22, 1999 (Registration No. 333-78193) ("IPO Amendment No. 1"))
10.11 Form of Office Lease between Friends' Provident Life Office and IBIS
(505) Limited for premises located in London, England (incorporated by
reference to Exhibit 10.11 to Amendment No. 3 to the Registration
Statement on Form S-1 filed by the Registrant on December 15, 1999
(Registration No. 333-91447) ("Follow-on Amendment No. 3"))
10.12 Office Lease dated September, 1999 between Internet Capital Group
Operations, Inc. and 45 Milk Street, L.P. for premises located in
Boston, Massachusetts (incorporated by reference to Exhibit 10.12 to
the Registration Statement on Form S-1 filed by the Registrant on
November 22, 1999 (Registration No. 333-91447) ("Follow-on
Registration Statement"))
10.13 Office Lease dated February 25, 1999 between OTR and Internet Capital
Group, Operations, Inc. for premises located in San Francisco,
California (incorporated by reference to Exhibit 10.27 to IPO
Amendment No. 1)
10.14 Credit Agreement dated as of April 30, 1999 by and among Internet
Capital Group, Inc., Internet Capital Group Operations, Inc., the
Banks named therein and PNC Bank, N.A. (incorporated by reference to
Exhibit 10.26 to the IPO Registration Statement)
10.15 Amendment No. 1 to the Credit Agreement dated October 27, 1999 by and
among Internet Capital Group, Inc., Internet Capital Group Operations,
Inc., the Banks named therein and PNC Bank, N.A. (incorporated by
reference to Exhibit 10.15 to the Follow-on Registration Statement)
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Document
------- --------
<C> <S>
10.15.1 Amendment No. 2 to the Credit Agreement dated November 19, 1999 by
and among Internet Capital Group, Inc., Internet Capital Group
Operations, Inc., the Banks named therein and PNC Bank, N.A.
(incorporated by reference to Exhibit 10.15.1 to the Follow-on
Registration Statement)
10.15.2 Form of Amended and Restated Amendment No. 2 to the Credit Agreement
dated December 10, 1999 by and among Internet Capital Group, Inc.,
Internet Capital Group Operations, Inc., the Banks named therein and
PNC Bank, N.A. (incorporated by reference to Exhibit 10.15.2 to the
10-K)
10.16 Benchmarking Partners, Inc. Option Agreement dated January 1, 1997 by
and between Christopher H. Greendale and Internet Capital Group,
L.L.C. (incorporated by reference to Exhibit 10.28 to the IPO
Registration Statement)
10.16.1 Amendment to Benchmarking Partners Option Agreement dated July 19,
1999 by and between Christopher H. Greendale and Internet Capital
Group, Inc. (incorporated by reference to Exhibit 10.29.1 to IPO
Amendment No. 3)
10.17 Syncra Software, Inc. Option Agreement dated August 1, 1998 by and
between Michael H. Forster and Internet Capital Group, L.L.C.
(incorporated by reference to Exhibit 10.29 to the IPO Registration
Statement)
10.18 Letter Agreement between Internet Capital Group, L.L.C. and Douglas
Alexander dated July 18, 1997 (incorporated by reference to Exhibit
10.31 to IPO Amendment No. 1)
10.19 Letter Agreement between Internet Capital Group, L.L.C. and Robert
Pollan dated April 27, 1998 (incorporated by reference to Exhibit
10.32 to IPO Amendment No. 1)
10.20 Form of Promissory Note issued in connection with exercise of
Internet Capital Group's stock options in May, June and July of 1999
(incorporated by reference to Exhibit 10.33 to IPO Amendment No. 1)
10.21 Form of Restrictive Covenant Agreement issued in connection with
exercise of Internet Capital Group's stock options in May, June and
July of 1999 (incorporated by reference to Exhibit 10.34 to IPO
Amendment No. 1)
10.22 Securities Purchase Agreement dated October 27, 1999 by and among
eMerge Interactive, Inc., J. Technologies, LLC and Internet Capital
Group, Inc. (incorporated by reference to Internet Capital Group's
Current Report on Form 8-K filed November 22, 1999 (File No. 0-
26929))
10.23 Joint Venture Agreement dated October 26, 1999 by and between
Internet Capital Group, Inc. and Safeguard Securities, Inc.
(incorporated by reference to Exhibit 10.23 to the Follow-on
Registration Statement)
10.24 Purchase Agreement dated November 5, 1999 between JusticeLink, Inc.
and Internet Capital Group, Inc. (incorporated by reference to
Exhibit 10.24 to the Registration Statement filed by the Registrant
on December 6, 1999 (Registration No. 333-91447) ("Follow-on
Amendment No. 1"))
10.25 Purchase Agreement dated December 6, 1999 between Internet Capital
Group, Inc. and AT&T Corp. (incorporated by reference to Exhibit
10.25 to the Follow-on Amendment No. 1)
10.26 Purchase Agreement dated December 6, 1999 between Internet Capital
Group, Inc. and Internet Assets, Inc. (incorporated by reference to
Exhibit 10.26 to the Follow-on Amendment No. 1)
10.27 Purchase Agreement dated December 14, 1999 between Internet Capital
Group, Inc. and Ford Motor Company (incorporated by reference to
Exhibit 10.27 to the Follow-on Amendment No. 3)
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Document
------- --------
<C> <S>
10.28 Securities Purchase Agreement dated December 28, 1999 between Internet
Capital Group, Inc. and Weirton Steel Corporation (incorporated by
reference to the Registrant's Current Report on Form 8-K filed January
11, 2000 (File No. 0-26929))
10.29 Press Release regarding Acquisition of eCredit.com (incorporated by
reference to the Registrant's filing on Form 425 filed February 24,
2000 (File No. 132-01812))
10.30 Sublease Agreement dated January 6, 2000 between SP Investments Inc.
and Internet Capital Group, Inc. for premises located in Seattle,
Washington (incorporated by reference to Exhibit 10.30 to the 10-K)
10.31* Amended and Restated Credit Agreement by and among Internet Capital
Group, Inc., ICG Holdings, Inc., The Banks Party Thereto, PNC Bank,
National Association, as Administrative Agent, Bank of America, N.A.,
and Deutsche Bank AG New York Branch/Cayman Island Branch, as Co-
Syndication Agents and PNC Capital Markets, Inc., as Lead Arranger
10.32 Press Release (incorporated by reference to Registrant's filing on
Form 425 filed April 3, 2000 (File No. 132-01830))
10.33 Press Release regarding Acquisition of RightWorks (incorporated by
reference to Registrant's filing on Form 425 filed March 31, 2000
(File No. 132-01830))
11.1 Statement Regarding Computation of Per Share Earnings (included herein
at Note 1--"Significant Accounting Policies" in the subsection "Net
Income (Loss) Per Share" to the Consolidated Financial Statements and
Note 3--"Net Income (Loss) Per Share" to the Consolidated Financial
Statements)
23.1* Consent of KPMG LLP regarding Internet Capital Group, Inc.
23.2* Consent of Ernst & Young LLP regarding eCredit.com, Inc.
23.3* Consent of PricewaterhouseCoopers LLP regarding eCredit.com, Inc.
23.4* Consent of KPMG LLP regarding eMerge Interactive, Inc.
23.5* Consent of Ernst & Young LLP regarding JusticeLink, Inc.
23.6* Consent of Arthur Andersen LLP regarding MetalSite as Component of
Weirton Steel Corporation
23.7* Consent of Arthur Andersen LLP regarding MetalSite General Partner,
LLC
23.8* Consent of Arthur Andersen LLP, independent public accountants,
regarding RightWorks Corporation
23.9* Consent of PricewaterhouseCoopers LLP regarding Syncra Software, Inc.
23.10* Consent of Arthur Andersen LLP regarding USgift.com
23.11* Consent of KPMG LLP regarding VerticalNet, Inc.
23.12* Consent of Dechert Price & Rhoads (included in the opinion filed as
Exhibit 5.1)
23.13* Consent of Cooley Godward LLP (included in the opinion filed as
Exhibit 8.1)
23.14* Consent of Wilson Sonsini Goodrich & Rosati (included in the opinion
filed as Exhibit 8.2)
24.1* Power of Attorney
99.1** Letter of Transmittal for eCredit.com
99.2* Letter of Transmittal for RightWorks
</TABLE>
- --------
* Previously filed
** Being filed as revised
4
<PAGE>
Exhibit 99.1
THE EXCHANGE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JUNE
8, 2000 UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF eCREDIT.COM, INC.
COMMON STOCK MAY BE WITHDRAWN AT ANY TIME PRIOR TO 12:00 MIDNIGHT ON THE
EXPIRATION DATE.
INTERNET CAPITAL GROUP, INC.
LETTER OF TRANSMITTAL
To Tender Shares of Common Stock of
eCredit.com, Inc.
Pursuant to the Exchange Offer Agreement
Dated February 24, 2000
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON JUNE 8, 2000, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
DESCRIPTION OF ECREDIT.COM, INC. SHARES TENDERED
- --------------------------------------------------------------------------------
Item 1.
<TABLE>
<CAPTION>
Name/1/ and Address of Registered Number of
Holder of Stock of eCredit.com, Inc. Cert. No. Shares Tendered/2/
- --------------------------------------------------------------------------------
<S> <C> <C>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Total Number of
Shares Tendered:
- --------------------------------------------------------------------------------
</TABLE>
Item 2.
* Indicate in this box the order (by certificate number) in which you wish
your shares of eCredit.com, Inc. Common Stock to be purchased in the
event of proration. Attach additional signed list if necessary./3/
1st: 2nd: 3rd: 4th: 5th:
- --------------------------------------------------------------------------------
1 The name of the holder listed should be the exact name listed on each of
the stock certificates tendered herewith. If you have certificates with
different names use separate letters of transmittal.
2 The number of shares should be the number of shares of Common Stock of
eCredit.com, Inc. tendered herewith. If you are a holder of shares of one
or more series of the Convertible Preferred Stock of eCredit.com, Inc.,
the number of shares listed for the applicable certificates tendered
herewith should be the number of shares of Common Stock of eCredit.com,
Inc. into which such Convertible Preferred Stock will be reclassified
upon the consummation of the Exchange Offer (or such lesser number of
shares of Common Stock of eCredit.com, Inc. represented by such
certificate which are being tendered). If you need assistance in
determining this number, please contact Richard Olson, Vice President and
Treasurer of eCredit.com Inc., at (781) 752-1249.
3 If you do not designate an order, in the event less than all shares of
eCredit.com, Inc. Common Stock tendered by you are purchased due to
proration, the shares of eCredit.com, Inc. Common Stock to be purchased
will be selected in the order in which they are listed in Item 1 above.
If additional space is required please attach a separate sheet.
<PAGE>
If you have lost a certificate or certificates representing some or all
of the eCredit.com, Inc. Shares you wish to tender, please contact
Richard Olson, Vice President and Treasurer of eCredit.com, Inc. at
(781) 752-1249 in sufficient time to allow eCredit.com, Inc. to prepare
and deliver to you a replacement certificate prior to the Expiration
Date. The undersigned understand(s) that the replacement certificate
must be tendered with this Letter of Transmittal to the Exchange Agent
and an appropriate affidavit of loss and indemnity agreement and an
indemnity and/or surety bond may be required.
THIS LETTER OF TRANSMITTAL MAY BE SENT TO CHASEMELLON SHAREHOLDER SERVICES,
L.L.C., THE EXCHANGE AGENT, AT ONE OF THE ADDRESSES INDICATED BELOW:
By Hand: By Mail:
CHASEMELLON SHAREHOLDER CHASEMELLON SHAREHOLDER
SERVICES, L.L.C. SERVICES, L.L.C.
120 Broadway, 13th Floor Post Office Box 3301
New York, NY 10271 South Hackensack, NJ 07606
Attn: Reorganization Department Attn: Reorganization Department
By Overnight Delivery:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
85 Challenger Road--Mail Drop--Reorg
Ridgefield Park, NJ 07660
Attn: Reorganization Department
Telephone Assistance: 1-800-777-3674
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL
NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING
THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE
THIS LETTER OF TRANSMITTAL IS COMPLETED.
HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE INTERNET CAPITAL GROUP, INC. COMMON
STOCK FOR THEIR eCREDIT.COM, INC. COMMON STOCK PURSUANT TO THE EXCHANGE OFFER
MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR eCREDIT.COM, INC. COMMON STOCK TO
THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
2
<PAGE>
Ladies and Gentlemen:
The undersigned acknowledge(s) receipt of the Prospectus dated May 10, 2000
(the "Prospectus") of Internet Capital Group, Inc., a Delaware corporation
("Internet Capital Group"), and this Letter of Transmittal (the "Letter of
Transmittal"), which together constitutes the Offer to Exchange (the "Exchange
Offer") of ICG Holdings, Inc., a Delaware corporation, which is a wholly-owned
subsidiary of Internet Capital Group (both ICG Holdings, Inc. and Internet
Capital Group are referred to herein as "Internet Capital Group") a number of
shares of Internet Capital Group's Common Stock, par value $.001 per share
(the "Common Stock"), equal to the Exchange Ratio (as defined below), upon the
terms and subject to the conditions set forth in the Prospectus and herein,
for each properly tendered and not withdrawn share of Common Stock, par value
$.001 per share (the "eCredit.com Shares"), of eCredit.com, Inc., a Delaware
corporation ("eCredit.com"), up to a maximum of 9,239,559 eCredit.com Shares.
The Common Stock has been registered under the Securities Act of 1933, as
amended, pursuant to a Registration Statement of which the Prospectus is a
part.
The undersigned herewith submit(s) for cancellation and exchange the
eCredit.com Shares identified in the box above entitled "Description of
eCredit.com, Inc. Shares Tendered" pursuant to the terms and conditions
described in the Prospectus and this Letter of Transmittal.
The undersigned acknowledge(s) that the Exchange Offer expires at 12:00
Midnight, New York City time, on June 8, 2000, unless Internet Capital Group
extends the expiration date. The undersigned further acknowledge(s) that
Internet Capital Group reserves the right to extend the Exchange Offer on one
or more occasions in the event any of the conditions to its obligations to
consummate the Exchange Offer are not satisfied at the time of the scheduled
expiration date or it is required by rule or direction of the Securities and
Exchange Commission to extend the Exchange Offer. In any such event, the term
"Expiration Date" shall mean the latest time and date to which the Exchange
Offer is extended.
Subject to the proper completion of this Letter of Transmittal, the Exchange
Agent is hereby requested to issue to the undersigned (unless otherwise
indicated under "Special Issuance Instructions" below) a certificate for the
number of shares of Common Stock equal to the Exchange Ratio for each
eCredit.com Share so exchanged. The "Exchange Ratio" will be the quotient
obtained by dividing the Aggregate Number of Common Stock by the product of
(i) 30% times (ii) the number of eCredit Shares that are issued and
outstanding on the date of expiration of the Exchange Offer, calculated on a
fully-diluted basis. The Aggregate Number of Common Stock means a number of
shares of Common Stock equal to the quotient obtained by dividing (i)
$450,000,000 by (ii) the average of the closing prices per share of the Common
Stock as reported by the NASDAQ National Market for the most recent three days
on which trading of the Common Stock has occurred prior to the second trading
day immediately prior to the date of expiration of the Exchange Offer,
provided, however, that if the average of the closing prices is equal to or
less than $95.20, the average will be deemed to be $95.20 and, if the average
is equal to or greater than $142.80, the average will be deemed to be $142.80.
Proration, as described in the Prospectus, may be necessary, if more than
9,239,559 eCredit.com Shares are properly tendered and not withdrawn. The
Exchange Agent is further requested to issue a check to the undersigned
(unless otherwise indicated under "Special Issuance Instructions" below) in
lieu of any fractional shares of Common Stock, with the amount of such check
equal to product of (x) such fractional shares times (y) the closing price per
share of the Common Stock as reported by the NASDAQ National Market for the
Expiration Date. The undersigned understand(s) that the certificate
representing the Common Stock issued by Internet Capital Group and the check
issued by the Exchange Agent in lieu of any fractional shares of Common Stock
in exchange for the eCredit Shares tendered herewith will be sent to the
undersigned within five to seven business days after the consummation of the
Exchange Offer at the address for the undersigned set forth in the box above
entitled "Description of eCredit.com, Inc. Shares Tendered", unless the
"Special Issuance Instructions" and/or "Special Delivery Instructions" below
are completed.
In order to properly complete this Letter of Transmittal, a holder of
eCredit.com Shares must (i) complete the box entitled "Description of
eCredit.com, Inc. Shares Tendered," (ii) if appropriate, check and complete
the boxes relating to Special Issuance Instructions and Special Delivery
Instructions, (iii) sign this Letter of Transmittal, and (iv) complete the
Substitute Form W-9. Each holder of eCredit.com Shares should read carefully
the detailed instructions below prior to completing this Letter of
Transmittal.
3
<PAGE>
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
To be completed ONLY if the cer- A. To be completed ONLY if the
tificate for Common Stock and certificate for Common Stock and
check in lieu of a fractional check in lieu of a fractional
share of Common Stock are to be share of Common Stock are to be
issued in a name other than the sent to other than (i) for the
registered holder(s) listed in the registered holder listed in the
box above entitled "Description of box entitled "Description of
eCredit.com, Inc. Shares Ten- eCredit.com, Inc. Shares Ten-
dered". Certificates for dered", the address set forth in
eCredit.com Shares must be prop- such box, or (ii) for any entity
erly assigned and signatures guar- listed under "Special Issuance In-
anteed. The undersigned hereby au- structions" above, the address set
thorizes the Exchange Agent to is- forth thereunder.
sue and, unless otherwise in-
structed under "Special Delivery The undersigned hereby authorizes
Instructions" below, send the cer- the Exchange Agent to deliver the
tificate for Common Stock and the certificate for Common Stock and
check to: the check to:
PLEASE PRINT PLEASE PRINT
Name ______________________________ Name ______________________________
Address ___________________________ Address ___________________________
___________________________________ B. To be completed ONLY if the
certificate for Common Stock is to
be delivered electronically imme-
diately upon consummation of the
Exchange Offer, through the
Deposit/Withdrawal at Custodian
system, to A.G. Edwards & Sons,
Inc. and the check is to be sent
as provided below.
Taxpayer Identification or Social Deliver the certificate for Com-
Security Number(s): _______________ mon Stock electronically to A.G.
Edwards & Sons, Inc., as follows:
A.G. Edwards & Sons, Inc.
One North Jefferson
St. Louis, MO 63103
For the Account of
(print name of A.G. Edwards Ac-
count to be credited): __________
A.G. Edwards Account Number: ____
Send the check as follows:
Name: ________________________
Address: _____________________
(If applicable) For desposit to
account number:
_______________________________
4
<PAGE>
Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tender(s) to Internet Capital Group the eCredit.com Shares indicated in
the box entitled "Description of eCredit.com, Inc. Shares Tendered". Subject
to and effective upon the acceptance for exchange of the eCredit.com Shares
tendered in accordance with this Letter of Transmittal, the undersigned sells,
assigns and transfers to, or upon the order of, Internet Capital Group all
right, title and interest in and to the eCredit.com Shares tendered hereby.
The Exchange Agent is hereby irrevocably constituted and appointed the agent
and attorney-in-fact for the undersigned (with full knowledge that the
Exchange Agent also acts as the agent of Internet Capital Group with respect
to the tendered eCredit.com Shares) with full power of substitution to (i)
deliver certificates for such eCredit.com Shares to Internet Capital Group and
deliver all accompanying evidence of transfer and authenticity to, or upon the
order of, Internet Capital Group and (ii) present such eCredit.com Shares for
transfer on the books of eCredit.com and receive all benefits and otherwise
exercise all rights of beneficial ownership of such eCredit.com Shares, all in
accordance with the terms and subject to the conditions of the Exchange Offer.
The power of attorney granted in this paragraph shall be deemed irrevocable
and coupled with an interest.
The undersigned hereby represent(s) and warrant(s) that the undersigned
has/have full power and authority to tender, sell, assign and transfer the
eCredit.com Shares tendered hereby and that Internet Capital Group will
acquire good and unencumbered title thereto, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claim,
when the same are acquired by Internet Capital Group.
The undersigned hereby represents and warrants that if the undersigned is
not an individual, the undersigned is a corporation, limited liability
company, partnership, limited partnership, or trust duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation or formation and has the requisite corporate or other power and
authority to carry on its business as it is now being conducted. The
undersigned has all requisite corporate or other power and authority to
execute and deliver this Letter of Transmittal and the eCredit.com Shares
tendered hereby and to consummate the transactions contemplated hereby. The
execution and delivery by the undersigned of this Letter of Transmittal and
the eCredit.com Shares tendered hereby and the consummation by the undersigned
of the transactions contemplated hereby have been duly and validly authorized
by all necessary corporate or other action on the part of the undersigned and
no other corporate or other proceedings on the part of the undersigned are
necessary to authorize this Letter of Transmittal or to consummate the
transactions so contemplated by this Letter of Transmittal. This Letter of
Transmittal has been, and each other document or instrument to be executed by
the undersigned in connection herewith will be, duly executed and delivered by
the undersigned, and, when duly executed and delivered by the other parties
hereto or thereto, constitutes, or will constitute, a legal, valid and binding
obligation of the undersigned, enforceable against it in accordance with its
terms.
The undersigned is/are the sole record owners of (and has/have the requisite
power and authority to vote and dispose of) the number and type of shares of
capital stock of eCredit.com set forth in this Letter of Transmittal, in each
case free and clear of any liens. Except as set forth in Schedule 3.2 of the
Exchange Offer Agreement, the undersigned is/are not (a) party/parties to, or
bound by, any arrangement, agreement, instrument or order that would prohibit
or otherwise restrict in any way the transfer of the eCredit.com Shares
tendered hereby.
The execution and delivery by the undersigned of this Letter of Transmittal
and the eCredit.com Shares tendered herewith and the execution and delivery by
the undersigned of any other documents or instruments contemplated hereby to
be executed by the undersigned, the performance by the undersigned of each of
its/their obligations hereunder, and the consummation of the transactions
contemplated hereby do not and will not on the part of the undersigned:
(a) violate or conflict with or result in a breach of any provision of
the charter, bylaws or other organizational documents, if any, of the
undersigned, as such instruments are currently in effect;
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(b) require any consent, approval or notice under, or registration under
or payment on account of, or conflict with, or result in a violation or
breach of; or constitute (with or without the giving of notice or the lapse
of time or both) a default (or give rise to any right of termination,
modification (including, in the case of leases, any change in the amount or
nature of the rent), cancellation or acceleration or result in the creation
or imposition of any lien upon the property of the undersigned) under, any
of the terms, conditions or provisions of any note, bond, mortgage,
indenture, license, lease, agreement or other instrument or obligation to
which the undersigned is a party or by which any portion of its or their
properties or assets may be bound;
(c) violate or contravene any law, statute, rule or regulation, or any
order, writ, judgment, injunction, decree, determination or award of any
applicable authority currently in effect; or
(d) require any action, consent, approval or authorization of; or review
by, or declaration, registration or filing with, or notice to, any
applicable authority, or any stock exchange or similar self-regulatory
organization.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or Internet Capital Group to be
necessary or desirable to complete the assignment, transfer and purchase of
the eCredit.com Shares tendered hereby. All authority conferred or agreed to
be conferred by this Letter of Transmittal shall survive the death, incapacity
or dissolution of the undersigned and every obligation of the undersigned
under this Letter of Transmittal shall be binding upon the heirs, personal
representatives, successors and assigns, trustees in bankruptcy or other legal
representatives of the undersigned. This tender may be withdrawn only in
accordance with the procedures set forth in "The Exchange Offer--Withdrawal
Rights" section of the Prospectus.
For purposes of the Exchange Offer, Internet Capital Group shall be deemed
to have accepted validly tendered eCredit.com Shares when, as and if Internet
Capital Group has given oral or written notice thereof to the Exchange Agent.
If any tendered eCredit.com Shares are not accepted for exchange pursuant to
the Exchange Offer for any reason, certificates for any such unaccepted
eCredit.com Shares will be returned, without expense, to the undersigned at
the address shown in the box above entitled "Description of eCredit.com, Inc.
Shares Tendered" as promptly as practicable after the Expiration Date.
The undersigned understand(s) that tenders of eCredit.com Shares pursuant to
the procedures described under the caption "The Exchange Offer--Procedures for
Tendering Existing eCredit.com Shares" in the Prospectus and in the
instructions hereto will constitute a binding agreement between the
undersigned and Internet Capital Group upon the terms and subject to the
conditions of the Exchange Offer.
Very truly yours,
REGISTERED HOLDER(S)*
(X) _____________________________ Dated: ______________________________
(X) _____________________________
(Signature of registered
holder(s))
Area Code and Telephone Number: _______
PLEASE SIGN AND DATE ABOVE
- --------
* Must be signed by registered holder(s) exactly as name(s) appears on the
certificate(s), or the authorized representative of such registered
holder(s).
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Guarantee of Signature(s)
(If certificate for Common Stock is to be issued in the name of an entity
other than the registered holder(s) or if the certificate for Common Stock
is to be delivered to an entity other than the registered holder(s))
Authorized Signature: ____________________
Name of Firm: ____________________________
Address: _________________________________
Dated: ___________________________________
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INSTRUCTIONS
Letter of Transmittal: This Letter of Transmittal must be signed, dated and
completed in its entirety including the certificate number(s) and number of
eCredit.com Shares tendered herewith.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE ECREDIT.COM SHARES
TENDERED HEREWITH AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK
OF THE TENDERING HOLDERS, BUT THE DELIVERY WILL BE DEEMED MADE ONLY WHEN
ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. IF ECREDIT.COM SHARES
ARE SENT BY MAIL, IT IS SUGGESTED THAT THE MAILING BE MADE SUFFICIENTLY IN
ADVANCE OF THE EXPIRATION DATE TO PERMIT THE DELIVERY TO THE EXCHANGE AGENT
PRIOR TO 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THE EXPIRATION DATE.
Signature: This Letter of Transmittal must be signed by or on behalf of the
registered owner(s) of the surrendered certificate(s). In the case of joint
tenants, both must sign. When signing as agent, attorney, administrator,
executor, guardian, trustee or in any other fiduciary or other capacity or as
an officer of a corporation on behalf of the corporation, please give full
title as such and evidence of authority. If any tendered eCredit.com Shares
are registered in different names on several certificates, it will be
necessary to complete, sign and submit as many separate copies of this Letter
of Transmittal as there are different registrations of certificates. If this
Letter of Transmittal is signed by a person other than the registered
Holder(s) of any certificate(s) specified herein, such certificate(s) must be
endorsed or accompanied by appropriate stock powers or powers of attorney, in
each case signed exactly as the name or names of the registered Holder(s)
appear(s) on the certificate(s) and signatures on such certificate(s) or
power(s) must be guaranteed by an Eligible Institution (as defined below). All
signatures on this Letter of Transmittal must be guaranteed by a firm which is
a member of a registered national securities exchange or of the National
Association of Securities Dealers, Inc., or by a financial institution
(including most commercial banks, savings and loan associations and brokerage
houses) that is a participant in the Securities Transfer Agents Medallion
Program, the New York Stock Exchange Medallion Signature Guarantee Program or
the Stock Exchange Medallion Program (an "Eligible Institution"), unless this
Letter of Transmittal is signed by the registered holder(s) of the eCredit.com
Shares tendered hereby and such holder(s) has (have) completed neither the box
entitled "Special Issuance Instructions" nor the box entitled "Special
Delivery Instructions" above.
Tender by Holder: Only a Holder of eCredit.com Shares may tender such
eCredit.com Shares in the Exchange Offer. Any beneficial holder of eCredit.com
Shares who is not the registered Holder and who wishes to tender should
arrange with the registered Holder to execute and deliver this Letter of
Transmittal on his or her behalf or must, prior to completing and executing
this Letter of Transmittal and delivering his or her eCredit.com Shares,
either make appropriate arrangements to register ownership of the eCredit.com
Shares in such Holder's name or obtain a properly completed stock power from
the registered Holder.
Proration; Partial Tenders: If, due to a partial tender or proration, it is
necessary to issue a new certificate for eCredit.com Shares which were not
tendered (but included on a certificate with tendered shares) or tendered but
not accepted due to proration, the Exchange Agent will provide eCredit.com
with the appropriate information so that eCredit.com can issue the appropriate
certificate(s).
Endorsement of Certificates: Do not endorse the eCredit.com certificates.
Waiver of Conditions: Internet Capital Group reserves the absolute right to
waive conditions to the Exchange Offer in the case of any eCredit.com Shares
tendered (and to refuse to do so).
No Conditional Transfers: No alternative, conditional, irregular or
contingent tenders will be accepted. All tendering holders of eCredit.com
Shares, by execution of this Letter of Transmittal, shall waive any right to
receive notice of the acceptance of their eCredit.com Shares for exchange.
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Neither Internet Capital Group, the Exchange Agent nor any other person is
obligated to give notice of any defect or irregularity with respect to any
tender of eCredit.com Shares, nor shall any of them incur any liability for
failure to give any such notice.
Mutilated, Lost, Stolen or Destroyed Existing eCredit.com Shares: If you
have lost a certificate or certificates representing some or all of the
eCredit.com, Inc. Shares you wish to tender, please contact Richard Olson,
Vice President and Treasurer of eCredit.com, Inc. at (781) 752-1249 in
sufficient time to allow eCredit.com, Inc. to prepare and deliver to you a
replacement certificate prior to the Expiration Date. The replacement
certificate must be tendered with this Letter of Transmittal to the Exchange
Agent. An appropriate affidavit of loss and indemnity agreement and an
indemnity and/or surety bond may be required.
Requests for Assistance or Additional Copies: Questions and requests for
assistance and for additional copies of the Prospectus, this Letter of
Transmittal or the "Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9" may be directed to the Exchange Agent at 1-800-
777-3674 or one of the addresses listed below.
DELIVERY OF CERTIFICATES
THIS LETTER OF TRANSMITTAL AND CERTIFICATES FOR eCREDIT.COM SHARES TENDERED
HEREBY MAY BE SENT TO CHASEMELLON SHAREHOLDER SERVICES, L.L.C., THE EXCHANGE
AGENT, AT ONE OF THE ADDRESSES INDICATED BELOW:
By Hand: By Mail:
CHASEMELLON SHAREHOLDER CHASEMELLON SHAREHOLDER
SERVICES, L.L.C. SERVICES, L.L.C.
120 Broadway, 13th Floor Post Office Box 3301
New York, NY 10271 South Hackensack, NJ 07606
Attn: Reorganization Department Attn: Reorganization Department
By Overnight Delivery:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
85 Challenger Road--Mail Drop--Reorg
Ridgefield Park, NJ 07660
Attn: Reorganization Department
The method of delivery of the eCredit.com Shares certificates is at the
option and the risk of the holder. Certified or Registered mail, properly
insured, is suggested.
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Important Tax Information: Please complete the Substitute form W-9 below;
failure to do so may require the Exchange Agent to withhold 31% of any cash
payment you are entitled to receive.
PAYER'S NAME: CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
Part 1: PLEASE PROVIDE YOUR Enter your Social
TIN IN THE BOX AT RIGHT AND Security or employer ID
CERTIFY BY SIGNING AND number here
DATING BELOW.
SUBSTITUTE
Form W-9
Department of / /
the Treasury --------------------------------------------------------
Internal Part 2: [_] Check this box if you are NOT subject to
Revenue backup withholding under the provisions of section
Service 3406(a)(1)(C) of the Internal Revenue Code because
(1) you have not been notified that you are subject
to backup withholding as a result of failure to
report all interest or dividends or (2) the Internal
Revenue Service has notified you that you are no
longer subject to backup withholding.
CERTIFICATION--UNDER THE PENALTIES OF Part 3:
PERJURY, I CERTIFY THAT THE INFORMA-
TION PROVIDED ON THIS FORM IS TRUE,
CORRECT AND COMPLETE.
Payer's Request for Taxpayer Identification Number (TIN)
[_] Check
here, if
awaiting
TIN.
--------------------------------------------------------
SIGNATURE ______________ DATE _______
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