<PAGE>
As filed with the Securities and Exchange Commission on August 4, 1999
Registration No. 333-79689
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------------
AMENDMENT NO. 7
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
HOMESTORE.COM, INC.
(Exact name of Registrant as specified in its charter)
Delaware 6531 95-4438337
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Number) Identification No.)
incorporation or
organization)
225 West Hillcrest Drive, Suite 100
Thousand Oaks, California 91360
(805) 557-2300
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
---------------
Stuart H. Wolff
Chairman of the Board and Chief Executive Officer
homestore.com, Inc.
225 West Hillcrest Drive, Suite 100
Thousand Oaks, California 91360
(805) 557-2300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------
Copies to:
Gordon K. Davidson, Esq. Jeffrey D. Saper, Esq.
Laird H. Simons III, Esq. Kurt J. Berney, Esq.
Jeffrey R. Vetter, Esq. Anil P. Patel, Esq.
David A. Bell, Esq. WILSON SONSINI GOODRICH
Andrew J. Schultheis, Esq. & ROSATI, P.C.
FENWICK & WEST LLP 650 Page Mill Road
Two Palo Alto Square Palo Alto, California 94304
Palo Alto, California 94306 (650) 493-9300
(650) 494-0600
---------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
---------------
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 of 1933, 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 of 1933, 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 of 1933, 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,
please check the following box. [_]
---------------
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed
Maximum Proposed
Offering Maximum
Price Aggregate Amount of
Title of Each Class of Amount to be Per Offering Registration
Securities to be Registered Registered(1) Share(2) Price(2) Fee(3)
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par
value per share............ 8,050,000 $20.00 $161,000,000 $44,758
</TABLE>
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- -------------------------------------------------------------------------------
(1) Includes shares that the Underwriters have the option to purchase to cover
over-allotments, if any.
(2) Estimated solely for the purpose of computing the amount of registration
fee pursuant to Rule 457(a).
(3) A fee of $27,800 was previously paid by the Registrant in connection with
the filing on May 28, 1999. The remainder of the fee was paid on August 3,
1999.
---------------
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.
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- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The following table sets forth the costs and expenses to be paid by
homestore.com in connection with the sale of the shares of common stock being
registered hereby. All amounts are estimates except for the Securities and
Exchange Commission registration fee, the NASD filing fee and the Nasdaq
National Market filing fee.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee........... $ 44,758
NASD filing fee............................................... 16,600
Nasdaq National Market listing fee............................ 95,000
Accounting fees and expenses.................................. 750,000
Legal fees and expenses....................................... 500,000
Road show expenses............................................ 50,000
Printing and engraving expenses............................... 500,000
Blue sky fees and expenses.................................... 10,000
Transfer agent and registrar fees and expenses................ 30,000
Miscellaneous................................................. 3,642
----------
Total....................................................... $2,000,000
==========
</TABLE>
Item 14. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's board of directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the
"Securities Act").
As permitted by the Delaware General Corporation Law, the Registrant's
Certificate of Incorporation includes a provision that eliminates the personal
liability of its directors for monetary damages for breach of fiduciary duty
as a director, except for liability:
. for any breach of the director's duty of loyalty to the Registrant or
its stockholders,
. for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law;
. under section 174 of the Delaware General Corporation Law (regarding
unlawful dividends and stock purchases); or
. for any transaction from which the director derived an improper
personal benefit.
As permitted by the Delaware General Corporation Law, the Registrant's
Bylaws provide that:
. the Registrant is required to indemnify its directors and officers to
the fullest extent permitted by the Delaware General Corporation Law,
subject to certain very limited exceptions;
. the Registrant may indemnify its other employees and agents as set
forth in the Delaware General Corporation Law;
. the Registrant is required to advance expenses, as incurred, to its
directors and officers in connection with a legal proceeding to the
fullest extent permitted by the Delaware General Corporation Law,
subject to certain very limited exceptions; and
. the rights conferred in the Bylaws are not exclusive.
II-1
<PAGE>
The Registrant intends to enter into Indemnification Agreements with each
of its current directors and officers to give such directors and officers
additional contractual assurances regarding the scope of the indemnification
set forth in the Registrant's Certificate of Incorporation and to provide
additional procedural protections. At present, there is no pending litigation
or proceeding involving a director, officer or employee of the Registrant
regarding which indemnification is sought, nor is the Registrant aware of any
threatened litigation that may result in claims for indemnification.
Reference is also made to Section of the Underwriting Agreement, which
provides for the indemnification of officers, directors and controlling
persons of the Registrant against certain liabilities. The indemnification
provision in the Registrant's Certificate of Incorporation, Bylaws and the
Indemnity Agreements entered into between the Registrant and each of its
directors and officers may be sufficiently broad to permit indemnification of
the Registrant's directors and officers for liabilities arising under the
Securities Act.
The Registrant maintains directors' and officers' liability insurance and
expects to obtain a rider to such coverage for securities matters.
See also the undertakings set out in response to Item 17.
Reference is made to the following documents filed as exhibits to this
Registration Statement regarding relevant indemnification provisions described
above and elsewhere herein:
<TABLE>
<CAPTION>
Exhibit Document Number
---------------- ------
<S> <C>
Underwriting Agreement (draft dated July 7, 1999)................. 1.01
Registrant's Amended and Restated Certificate of Incorporation.... 3.01
Registrant's Amended and Restated Bylaws.......................... 3.03
Second Amended and Restated NetSelect Stockholders' Agreement..... 4.02.1
Form of Indemnity Agreement....................................... 10.01
</TABLE>
Item 15. Recent Sales of Unregistered Securities.
The following table sets forth information regarding all securities sold by
the Registrant in the past three years.
<TABLE>
<CAPTION>
Aggregate
Class of Date Title of Number of Purchase Form of
Purchaser of Sale Securities Securities (1) Price Consideration
- --------- --------- ----------------------- ------------- ---------- ---------------------
Sales by (Pre-InfoTouch-
NetSelect Merger)
NetSelect, Inc.
<S> <C> <C> <C> <C> <C>
CDW Internet, L.L.C. ... 12/4/96 Class A Common Stock(2) 1,182,350 236 Cash
CDW Internet, L.L.C. ... 12/4/96 Class B Common Stock(2) 582,350 116 Cash
Whitney Equity Partners, 12/4/96- Series A Preferred(2) 4,117,645 $2,333,333 Cash
L.P.................... 1/31/97
Allen & Company......... 12/4/96- Series A Preferred(2) 2,058,825 $1,166,667 Cash
1/31/97
CDW Internet, L.L.C..... 12/4/96- Series A Preferred(2) 2,058,825 $1,166,667 Cash
1/31/97
Michael N. Flannery..... 12/12/96- Series B Preferred(2) 1,247,900 $1,652,795 Cash and
1/31/97 cancellation of
indebtedness
Daniel Koch............. 1/31/97- Series B Preferred(2) 138,655 $ 183,854 Cash and
12/15/97 cancellation of
indebtedness
John F. Petrick, Jr..... 1/31/97- Series B Preferred(2) 378,150 $ 500,000 Cash
5/15/97
Jason Chapnik........... 3/31/98 Common Stock(3) 73,455 -- -- Exchange of
shares in
connection with
TouchTech acquisition
Glen Graff.............. 3/31/97 Common Stock(3) 73,455 -- -- Exchange of
shares in
connection with
TouchTech acquisition
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
Aggregate
Class of Date Title of Number of Purchase Form of
Purchaser of Sale Securities Securities (1) Price Consideration
- --------- -------- --------------------- ------------- ----------- ---------------
<S> <C> <C> <C> <C> <C>
Whitney Equity Partners, 9/29/97 Series C Preferred(2) 614,375 $ 900,000 Cash
L.P....................
GeoCapital IV, L.P...... 9/29/97 Series C Preferred(2) 1,535,940 $ 2,250,000 Cash
Broadview Partners 9/29/97 Series C Preferred(2) 68,260 $ 100,000 Cash
Group..................
Ingleside Interests, a 9/29/97 Series C Preferred(2) 477,845 $ 700,000 Cash
Colorado limited
partnership............
CDW Internet, L.L.C..... 12/15/97 Series C Preferred(2) 375,450 $ 550,000 Cash
Daniel Koch(2).......... 12/15/97 Series C Preferred(2) 375,450 $ 550,000
General Electric Capital 1/12/98 Series D Preferred(2) 3,406,005 $10,000,031 Cash
Corporation............
Roger Scommegna......... 3/31/98 Common Stock(2) 525,000 -- -- Exchange of
shares in
connection with
The Enterprise
of America
Acquisition
AOL Warrants............ 4/8/98 Warrant to purchase 566,475 -- -- As part of
Common Stock(2) advertising
agreement
Fred White.............. 7/7/98 Series E Preferred(2) 788,125 -- -- Exchange of
shares in
connection with
merger of
National New
Homes Co.,
Inc., a wholly-
owned
subsidiary, and
MultiSearch
Solutions, Inc.
Roscoe F. White, III.... 7/7/98 Series E Preferred(2) 788,125 -- -- Exchange of
shares in
connection with
merger of
National New
Homes Co.,
Inc., a wholly-
owned
subsidiary, and
MultiSearch
Solutions, Inc.
Charles Ingrum.......... 7/7/98 Series E Preferred(2) 48,750 -- -- Exchange of
shares in
connection with
merger of
National New
Homes Co.,
Inc., a wholly-
owned
subsidiary, and
MultiSearch
Solutions, Inc.
Whitney Equity Partners, 8/21/98 Common Stock(2) 400,535 $ 505,475 Cash
L.P....................
GeoCapital IV, L.P. 8/21/98 Common Stock(2) 130,010 $ 164,073
(Richard A. Vines)..... Cash
Broadview Partners Group 8/21/98 Common Stock(2) 5,780 $ 7,294
(Peter J. Mooney)...... Cash
Ingleside Interests, a 8/21/98 Common Stock(2) 40,445 $ 51,042
Colorado limited
partnership (Joe F.
Hanauer)............... Cash
General Electric Capital 8/21/98 Common Stock(2) 288,300 $ 363,828
Corporation (James G.
Brown)................. Cash
Kleiner Perkins Caufield 8/21/98 Common Stock(2) 6,650,750 $ 8,393,247 Cash and
& Byers VIII, L.P...... cancellation of
indebtedness
KPCB VIII Founders Fund, 8/21/98 Common Stock(2) 385,370 $ 486,337 Cash and
L.P.................... cancellation of
indebtedness
KPCB Information 8/21/98 Common Stock(2) 180,410 $ 227,677 Cash and
Sciences Zaibatsu Fund cancellation of
II, L.P................ indebtedness
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Aggregate
Class of Date Title of Number of Purchase Form of
Purchaser of Sale Securities Securities (1) Price Consideration
- --------- -------- --------------------- ------------- ----------- -----------------
<S> <C> <C> <C> <C> <C>
National Association of 8/21/98 Common Stock(2) 288,355 $ 363,904 Cash and
REALTORS............... cancellation of
indebtedness
Whitney Equity Partners, 8/21/98 Series F Preferred(2) 184,075 $ 883,560 Cash
L.P....................
GeoCapital IV, L.P. 8/21/98 Series F Preferred(2) 59,750 $ 286,800 Cash
(Richard A. Vines).....
Broadview Partners Group 8/21/98 Series F Preferred(2) 2,655 $ 12,744 Cash
(Peter J. Mooney)......
Ingleside Interests, a 8/21/98 Series F Preferred(2) 18,590 $ 89,232 Cash
Colorado limited
partnership (Joe F.
Hanauer)...............
General Electric Capital 8/21/98 Series F Preferred(2) 132,495 $ 635,976 Cash
Corporation (James G.
Brown).................
Kleiner Perkins Caufield 8/21/98 Series F Preferred(2) 1,131,405 $ 5,430,744 Cash and
& Byers VIII, L.P...... cancellation of
indebtedness
KPCB VIII Founders Fund, 8/21/98 Series F Preferred(2) 65,560 $ 314,688 Cash and
L.P.................... cancellation of
indebtedness
KPCB Information 8/21/98 Series F Preferred(2) 30,690 $ 147,312 Cash and
Sciences Zaibatsu Fund cancellation of
II, L.P................ indebtedness
National Association of 8/21/98 Series F Preferred(2) 132,520 $ 636,094 Cash and
REALTORS............... cancellation of
indebtedness
Intuit, Inc............. 8/21/98 Series F Preferred(2) 729,165 $ 3,499,992 Cash and
cancellation of
indebtedness
Fannie Mae.............. 8/21/98 Series F Preferred(2) 2,083,335 $10,000,008 Cash
Cox Interactive Media, 8/21/98 Series F Preferred(2) 2,083,335 $10,000,008 Cash
Inc....................
Morgan Stanley Venture 8/21/98 Series F Preferred(2) 365,575 $ 1,754,760 Cash
Partners III, L.P......
Morgan Stanley Venture 8/21/98 Series F Preferred(2) 35,100 $ 168,480 Cash
Investors III, L.P.....
The Morgan Stanley 8/21/98 Series F Preferred(2) 15,995 $ 76,776 Cash
Venture Partners
Entrepeneur Fund,
L.P....................
Morgan Stanley Dean 8/21/98 Series F Preferred(2) 416,665 $ 2,000,016 Cash
Witter Equity Funding,
Inc....................
UBS Capital II, L.L.C... 8/21/98 Series F Preferred(2) 833,335 $ 4,000,008 Cash
Equipment Lease Warrants 1/11/99 Series F Preferred(2) 25,000 -- -- As partial
to El Camino consideration
Properties............. for lease
<CAPTION>
Sales by InfoTouch, Inc.
<S> <C> <C> <C> <C> <C>
Daniel A. Koch.......... 11/25/96 Common Stock(2) 64,835 $ 87,500 Cash
Michael S. Luther....... 11/25/96 Common Stock(2) 64,835 $ 87,500 Cash
Nussbaum Family Trust... 11/25/96 Common Stock(2) 37,050 $ 50,000 Cash
William Spazante........ 11/25/96 Common Stock(2) 18,525 $ 25,000 Cash
Employee option 8/16/98 Common Stock(2) 1,326,265 $ 594,039 Cash and
exercises, as a group.. promissory notes
<CAPTION>
Sales made in connection
with
NetSelect-InfoTouch
merger:
<S> <C> <C> <C> <C> <C>
NetSelect Common Stock 2/4/99 Common Stock(5) 12,482,445 -- -- Exchanged for
Shareholders........... Common Stock
of pre-NetSelect-
InfoTouch
merger
NetSelect ("Old
NetSelect")
NetSelect Series A 2/4/99 Series A Preferred(5) 6,890,000 -- -- Exchanged for
Preferred Series A
Shareholders........... Preferred of
Old NetSelect
NetSelect Series B 2/4/99 Series B Preferred(5) 951,690 -- -- Exchanged for
Preferred Series B
Shareholders........... Preferred of
Old NetSelect
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Aggregate
Class of Date Title of Number of Purchase Form of
Purchaser of Sale Securities Securities (1) Price Consideration
- --------- --------- --------------------- ------------- ---------- ------------------
<S> <C> <C> <C> <C> <C>
NetSelect Series C 2/4/99 Series C Preferred(5) 3,071,865 -- -- Exchanged for
Preferred Series C
Shareholders........... Preferred of
Old NetSelect
NetSelect Series D 2/4/99 Series D Preferred(5) 3,406,005 -- -- Exchanged for
Preferred Series D
Shareholders........... Preferred of
Old NetSelect
NetSelect Series E 2/4/99 Series E Preferred(5) 1,625,000 -- -- Exchanged for
Preferred Series E
Shareholders........... Preferred of
Old NetSelect
NetSelect Series F 2/4/99 Series F Preferred(5) 8,320,245 -- -- Exchanged for
Preferred Series F
Shareholders........... Preferred of
Old NetSelect
<CAPTION>
Sales by (Post-
InfoTouch-NetSelect
Merger) NetSelect, Inc.
<S> <C> <C> <C> <C> <C>
Broker Gold 2/18/99 Common Stock(2) 643,030 $2,012,032 Cash
Shareholders, as a
group..................
Broker Gold 2/18/99 Series F Preferred(2) 481,970 $1,507,968 Cash
Shareholders, as a
group..................
Broker Gold Warrants.... 2/18/99 Warrant to purchase 358,315 -- -- As partial
Common Stock(2) consideration
for data content
agreements
ATGF II................. 4/9/99 Series G Preferred(2) 376,905 $7,516,993 Cash
Litton Master Trust..... 4/9/99 Series G Preferred(2) 56,250 $1,121,850 Cash
James Stableford........ 4/9/99 Series G Preferred(2) 2,500 $ 49,860 Cash
Anthony Ciulla.......... 4/9/99 Series G Preferred(2) 2,500 $ 49,860 Cash
Ralph H. Cechettini 1995 4/9/99 Series G Preferred(2) 15,000 $ 299,160 Cash
Trust..................
Pivotal Partners........ 4/9/99 Series G Preferred(2) 35,000 $ 698,040 Cash
Marc Weiss.............. 4/9/99 Series G Preferred(2) 12,500 $ 249,300 Cash
Dana Smith.............. 4/9/99 Series G Preferred(2) 750 $ 14,958 Cash
Integral Capital 4/9/99 Series G Preferred(2) 249,570 $4,977,424 Cash
Partners IV, L.P.......
Integral Capital 4/9/99 Series G Preferred(2) 1,132 $ 22,587 Cash
Partners IV MS Side
Fund, L.P..............
Cox Interactive Media... 4/9/99 Series G Preferred(2) 100,280 $1,999,984 Cash
Employee option 2/12/99- Common Stock(4) 4,773,040 $4,276,537 Cash and
exercises, as a group.. 4/30/99 promissory
notes
Gold Alliance Warrants.. 5/98-3/99 Warrant to purchase 209,380 -- -- As partial
Common Stock(2) consideration
for data content
agreements
9 SpringStreet 6/30/99 Common Stock(5) 1,086,212 Exchange of shares
shareholders, as a in connection
group.................. with SpringStreet
acquisition
46 SpringStreet 6/30/99 Series H Preferred(5) 4,222,845 -- -- Exchange of shares
shareholders, as a in connection
group.................. with SpringStreet
acquisition
</TABLE>
II-5
<PAGE>
- --------
(1) Each share of Series A, Series B, Series C, Series D, Series E, Series F
and Series G Preferred Stock will convert automatically into two shares of
common stock, respectively, upon the consummation of this offering.
(2) Sales made in reliance on Section 4(2) of the Securities Act and/or Rule
506 of Regulation D promulgated under the Securities Act.
(3) Sales made in reliance on Section 4(2) of the Securities Act and/or Rule
504 of Regulation D promulgated under the Securities Act.
(4) All sales of common stock made pursuant to the exercise of stock options
were made in reliance on Rule 701 under the Securities Act.
(5) Sales exempt under Section 3(a)(10) of the Securities Act.
Item 16. Exhibits and Financial Statement Schedules.
(a) The following exhibits are filed herewith:
<TABLE>
<CAPTION>
Number Exhibit Title
------ -------------
<C> <S>
1.01 Form of Underwriting Agreement (draft dated July 7, 1999).
2.01 Agreement and Plan of Merger dated December 31, 1998, between
NetSelect, Inc. and InfoTouch Corporation.
2.02 Agreement and Plan of Reorganization dated June 20, 1998, among
NetSelect, Inc., National New Homes Co., Inc., MultiSearch
Solutions, Inc., Fred White, and R. Fred White III.
2.03 Exchange Agreement dated March 31, 1998, among NetSelect, Inc., The
Enterprise of America, Ltd., and Roger Scommegna.
2.04 Agreement and Plan of Reorganization/Merger between NetSelect, Inc.
and SpringStreet.com.
3.01 Registrant's Amended and Restated Certificate of Incorporation
dated April 8, 1999.
3.02 Registrant's Amended and Restated Certificate of Incorporation to
be filed immediately after the closing of this offering.
3.03 Registrant's Amended (and Restated) Bylaws dated February 4, 1999.
3.04 Registrant's Bylaws to be filed immediately after the closing of
this offering.
3.05.1 RealSelect, Inc.'s Certificate of Incorporation dated October 25,
1996.
3.05.2 RealSelect, Inc.'s Certificate of Amendment to Certificate of
Incorporation dated November 25, 1996.
3.06 RealSelect, Inc.'s Bylaws dated November 26, 1996.
4.01 Form of Specimen Certificate for Registrant's common stock.
4.02.1 NetSelect, Inc. Second Amended and Restated Stockholders Agreement
dated January 28, 1999.
4.02.2 Amendment No. 1 to NetSelect, Inc. Second Amended and Restated
Stockholders Agreement dated January 28, 1999.
5.01 Opinion of Fenwick & West LLP regarding legality of the securities
being registered.
10.01 Form of Indemnity Agreement between Registrant and each of its
directors and executive officers.
10.02.1 Operating Agreement dated November 26, 1996, between REALTORS(R)
Information Network, Inc. and RealSelect, Inc.
10.02.2 First Amendment to Operating Agreement between REALTORS(R)
Information Network, Inc. and RealSelect, Inc. dated December 27,
1996.
10.02.3 Amendment No. 2 to Operating Agreement between REALTORS(R)
Information Network, Inc. and RealSelect, Inc. dated May 28, 1999.
10.03 Master Agreement dated November 26, 1996, among NetSelect, Inc.,
NetSelect, L.L.C., RealSelect, Inc., CDW Internet, L.L.C., Whitney
Equity Partners, L.P., Allen & Co., InfoTouch Corporation, and
REALTORS(R) Information Network, Inc.
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
Number Exhibit Title
------ -------------
<C> <S>
10.04 Joint Ownership Agreement dated November 26, 1996, among the
National Association of REALTORS(R), NetSelect, L.L.C., and
NetSelect, Inc.
10.05 Trademark License dated November 26, 1996, between the National
Association of REALTORS(R) and RealSelect, Inc.
10.06 Stock and Interest Purchase Agreement (NetSelect Series A and B
Preferred) dated November 26, 1996, among NetSelect, Inc.,
NetSelect L.L.C., and InfoTouch Corporation.
10.07 GeoCapital IV, L.P. Subscription Agreement (NetSelect Series C
Preferred) dated September 29, 1997.
10.08 Broadview Partners Group Subscription Agreement (NetSelect Series C
Preferred) dated September 29, 1997.
10.09 Ingleside Interests Subscription Agreement (NetSelect Series C
Preferred) dated September 29, 1997.
10.10 Daniel Koch Subscription Agreement (NetSelect Series C Preferred)
dated September 29, 1997.
10.11 Whitney Equity Partners Subscription Agreement (NetSelect Series C
Preferred) dated September 29, 1997.
10.12 CDW Internet Subscription Agreement (NetSelect Series C Preferred)
dated September 29, 1997.
10.13 NetSelect Series D Preferred Stock Purchase Agreement dated January
12, 1998.
10.14 NetSelect Series F Preferred Stock Purchase Agreement dated August
21, 1998.
10.15 NetSelect Series G Preferred Stock Purchase Agreement dated April
9, 1999.
10.16 NetSelect, Inc. 1996 Stock Incentive Plan.
10.17 NetSelect, Inc. 1999 Equity Incentive Plan.
10.18 homestore.com, Inc. 1999 Stock Incentive Plan.
10.19 homestore.com, Inc. 1999 Employee Stock Purchase Plan.
10.20 InfoTouch Corporation 1994 Stock Incentive Plan.
10.21 Employment Agreement between NetSelect, Inc. and Stuart H. Wolff,
Ph.D.
10.22 Employment Agreement between NetSelect, Inc. and Richard Janssen.
10.23 Employment Agreement between NetSelect, Inc. and Michael A.
Buckman.
10.24.1 Office Lease dated September 18, 1998 between RealSelect, Inc. and
WHLNF Real Estate Limited Partnership for 225 West Hillcrest,
Suite 100, Thousand Oaks, California
10.24.2 First Amendment to Office Lease dated March 31, 1999 between
RealSelect, Inc. and WHLNF Real Estate Limited Partnership for 225
West Hillcrest, Suite 100, Thousand Oaks, California
10.25 401(k) Plan.
10.26.1 Employment Agreement between NetSelect, Inc. and Peter Tafeen.
10.26.2 Amendment to Employment Contract between NetSelect, Inc. and
Peter Tafeen.
10.27 Employment Agreement between NetSelect, Inc. and John M. Giesecke.
10.28 Employment Agreement between NetSelect, Inc. and David Rosenblatt.
10.29 Agreement dated August 21, 1998 among RealSelect, RIN, the NAR,
NetSelect and NetSelect L.L.C.
10.30 Agreement among NetSelect, Inc., RealSelect, Inc., RIN and NAR
dated May 28, 1999.
10.31 Second Amended and Restated Interactive Marketing Agreement among
RealSelect, Inc., NetSelect, Inc. and America Online, Inc. dated
April 8, 1998.(2)
10.32 Letter Agreement regarding rental site acquisition among the NAR,
RIN and RealSelect, Inc. dated May 17, 1999.(1)(2)
10.33 Employment Agreement between homestore.com, Inc. and M. Jeffrey
Charney.
10.34 Employment Agreement between homestore.com, Inc. and Catherine
Kwong Giffen.
21.01 Subsidiaries of Registrant.
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.03 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.04 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.05 Consent of PricewaterhouseCoopers LLP, independent accountants.
</TABLE>
II-7
<PAGE>
<TABLE>
<CAPTION>
Number Exhibit Title
------ -------------
<C> <S>
23.06 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.07 Consent of Ernst & Young LLP, independent auditors.
23.08 Consent of Deloitte & Touche LLP, independent auditors.
24.01 Power of Attorney (see page II-9).
27.01 Financial Data Schedule.
</TABLE>
- --------
Unless otherwise indicated, exhibits have previously been filed.
(1) Documents filed herewith.
(2) Certain information in these exhibits has been omitted and filed
separately with the Securities and Exchange Commission pursuant to a
confidential treatment request under 17 C.F.R. Sections 200.80(b)(4),
200.83 and 230.46.
(b) Financial Statement Schedules
Financial statement schedules are omitted because the information called
for is not required or is shown either in the financial statements or the
notes thereto.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 14 above, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange 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 the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question 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.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act,
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, 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-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Thousand Oaks, State of California, on the 4th
day of August, 1999.
homestore.com, Inc.
/s/ Stuart H. Wolff
By:__________________________________
Stuart H. Wolff
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on
the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
Principal Executive Officer:
<S> <C> <C>
/s/ Stuart H. Wolff Chairman of the Board, Chief August 4, 1999
____________________________________ Executive Officer and
Stuart H. Wolff Director
Principal Financial Officer and
Principal Accounting Officer:
/s/ John M. Giesecke, Jr. Chief Financial Officer and August 4, 1999
____________________________________ Secretary
John M. Giesecke, Jr.
Additional Directors:
* Director August 4, 1999
____________________________________
Richard R. Janssen
* Director August 4, 1999
____________________________________
Michael C. Brooks
* Director August 4, 1999
____________________________________
Nigel D. T. Andrews
* Director August 4, 1999
____________________________________
L. John Doerr
* Director August 4, 1999
____________________________________
Joe F. Hanauer
* Director August 4, 1999
____________________________________
William E. Kelvie
* Director August 4, 1999
____________________________________
Kenneth K. Klein
*By: /s/ Stuart H. Wolff Attorney-in-fact August 4, 1999
__________________________________
</TABLE>
II-9
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
------- -------------
<C> <S>
10.32 Letter Agreement regarding rental site acquisition among the NAR, RIN
and RealSelect, Inc. dated May 17, 1999.
</TABLE>
<PAGE>
EXHIBIT 10.32
[CONFIDENTIAL TREATEMENT REQUESTED]
[LETTERHEAD OF NATIONAL ASSOCIATION OF REALTORS(TM)]
May 17, 1999
Stuart Wolff
Chairman & CEO
RealSelect, Inc.
225 West Hillcrest Drive/Suite 100
Thousand Oaks, CA 91360
Dear Stuart:
The purpose of this letter is to set forth the terms and conditions upon which
the NATIONAL ASSOCIATION OF REALTORS(R) (NAR) and its wholly-owned subsidiary,
REALTORS(R) Information Network, Inc. (RIN) are willing to consent to the
acquisition, management and operation by RealSelect of as Internet site that
displays information pertaining to the rental of real property ("Rental
Site").
1. The Rental Site will be controlled by RealSelect and not by its parent
corporation.
2. The site initially may operate with two Internet URL addresses, one being
the URL currently used by the acquired company and the second being a
REALTOR(R) branded URL to be agreed upon by Real/Select and NAR and to be
owned by NAR. RealSelect agrees to use only the REALTORS(R) branded URL as
soon as it is commercially reasonable, but in no event more than
* * after the acquisition of the Rental Site, provided,
______________
however, that if at-the end of the * * period following acquisition
_______
of the Rental Site, (i) RealSelect can demonstrate that it has used
commercially reasonable efforts to move all of the content to the
REALTOR(R) branded URL but in spite of such efforts RealSelect will
experience * * or more of the total content on the Rental
______________
Site by using only the REALTOR(R) branded URL, or (ii) in response to an
official action of the NATIONAL ASSOCIATION OF REALTORS(R), an organization
representing property managers takes an official action to discourage its
members from advertising rental properties on the REALTOR(R) branded URL
and RealSelect can demonstrate that in spite of exercising commercially
reasonable efforts, it will experience * * or more of the total
___________
content on the Rental Site by using only the REALTOR(R) branded URL, then
RealSelect may continue to use both Internet URL addresses for an
additional* * period, after which time RealSelect must use
_______________
only the REALTOR(R) branded-URL.
3. A hypertext link shall be established from the Rental Site to REALTOR.com
after RealSelect receives the express written consent of NAR or when
RealSelect commences using only the REALTOR branded URL, whichever comes
first, provided, however, that no link to REALTOR.com shall be established
or maintained if information on the Rental Site in any way disparages
REALTORS or NAR or discourages the use of the real estate professionals in
the process of seeking housing. A link may be established from the non-
Realtor branded Internet URL address, at NAR's sole discretion.
- -----------------------------
* Confidential treatment has been requested with respect to certain portions of
this exhibit. Confidential portions have been omitted from the public filing and
have been separately filed with the Securities and Exchange Commission.
<PAGE>
Stuart Wolf
Page 2
4. A hypertext link shall be established from REALTOR.com to the Rental Site
after RealSelect receives the express written consent of NAR or when
RealSelect commences using only the REALTOR branded URL, whichever comes
first, provided, however, that no link from REALTOR.com shall be
established and maintained if information on the Rental Site in any way
disparages REALTORS or NAR or discourages the use of real estate
professionals in the process of seeking housing. A link may be established
from REALTOR.com to the non-Realtor branded Internet URL address, at NAR's
sole discretion.
5. Any * *
______________________________________________________________________
which appear on the Rental Site must be listed for rent with REALTORS(R) or
listed for rent in a Realtor controlled multiple listing service ("Realtor
Listings"). Notwithstanding the foregoing, RealSelect may display on the
Rental Site * * in a praticulat
_________________________________________
geographic area that are listed with real estate licensees who are not
Realtors ("Non-member Ads") if (i) RealSelect provides objective market
data acceptable to RIN which demonstrates that in either a given MSA or
jurisdiction of a Realtor controlled multiple listing service fewer than
* *of such properties that are listed for rent are Realtor
________________
Listings ("Exceptions Market"). RIN shall advise RealSelect within five
business days after receipt of the market data whether RIN accepts or
challenges the market data. RealSelect must cease accepting or renewing
Non-member Ads once Realtor Listings in the Exceptions Market exceed
* *and (ii) RealSelect establishes and maintains
__________________
commercially reasonable-price differentials for home pages, enhanced
property ads and other Internet advertising such that the price
differential will * *
______________________________________________________
6. Except as otherwise provided herein, RealSelect agrees to operate the
Rental Site in a manner consistent with the terms of paragraphs 1.1,
2.1(b), 3.4, 5.2(b), 5.3(a), 5.7(a), 5.7(c), 5.7(d), 5.7(g), 6.4, 7.2,
8.1(b) and 9.2 of the Operating Agreement dated as of November 26, 1996,
between RealSelect and RIN, as amended from time to time ("Operating
Agreement"), except that RIN and NAR agree that Section 5.3(a) of the
Operating Agreement shall not apply until six months after the acquisition
of the Rental Site and further that ads for apartment building rentals may
appear on the Rental Site even if those rentals are not listed with
REALTORS(R). No properties that are for sale may appear on the Rental Site
for the duration of the Operating Agreement and for two years thereafter.
Except for paragraphs 1.1, 2.1(b), 3.4, 5.7(a), 5.7(c), 6.4, 7.2 and 9.2 of
the Operating Agreement, all sections referred to in this paragraph 6 shall
refer only to properties listed for rent with Realtors or listed for rent
in a Realtor controlled multiple listing service.
7. RealSelect agrees to use its best efforts to assure that the performance of
its obligations for the Rental Site will have no impact on the quality or
timeliness of the performance of its duties and obligations under the
Operating Agreement.
8. Best pricing or discounts will be provided by RealSelect to REALTORS(R) for
* *
__________________________________________________________________________
for like services or products on the Rental Site, with the amount of such
pricing or discounts to be negotiated in good faith by RealSelect and NAR.
9. RealSelect agrees to pay Data Content Providers and RIN revenues from the
Rental Site as provided for in Section 6.4(a) of the Operating Agreement,
as amended from time to time, in accordance with the formula specified for
"Calendar Year 2000 and thereafter"; provided, however, that the percentage
to be paid to Data Contents Providers (in the aggregate) shall be
multiplied by the percentage of the Rental Site's total content that is
supplied by Data Content Providers.
- ----------------------------
* Confidential treatment has been requested with respect to certain portions of
this exhibit. Confidential portions have been omitted from the public filing and
have been separately filed with the Securities and Exchange Commission.
<PAGE>
10. Upon termination of this agreement, RealSelect shall cease all use of the
Realtor(R) branded URL. In the event that this agreement is terminated by
RealSelect due to a breach by NAR, NAR agrees that it will cease use of
the REALTOR(R) branded URL. If this agreement terminates for reasons
other than a breach by NAR, RealSelect acknowledges that NAR may continue
use of the REALTOR(R) branded URL. Additionally, upon termination
RealSelect agrees promptly to transfer to NAR all content on the Rental
Site that was provided by REALTOR(R) multiple listing services.
Sincerely,
/s/ Terrence M. McDermott /s/ Robert A. Goldberg
Terrence M. McDermott Robert A. Goldberg
Executive Vice President President & CEO
NATIONAL ASSOCIATION OF REALTORS(R) REALTORS(R) Information Network
RealSelect, Inc. hereby agrees to
the above terms and conditions.
By: /s/ Stuart H. Wolff
-----------------------
Title: CEO
----------------------
Date: 5-18-99
----------------------
