<PAGE>
As filed with the Securities and Exchange Commission on September 14, 1999
Registration No. 333-79487
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 6
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GARDEN.COM, INC.
(Exact name of Registrant as specified in its charter)
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Delaware 5961 74-2765381
(Primary Standard (I.R.S. Employer
(State or other Industrial Identification Number)
jurisdiction of Classification Code
incorporation or Number)
organization) Garden.com, Inc.
3301 Steck Avenue
Austin, Texas 78757
(512) 532-4000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
Clifford A. Sharples
Garden.com, Inc.
President and Chief Executive Officer
3301 Steck Avenue
Austin, Texas 78757
(512) 532-4000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Martin J. McLaughlin, Esq.
Benjamin G. Lombard, Esq.
Reinhart, Boerner, Van Deuren, Norris & Rieselbach, s.c.
1000 North Water Street, Suite 2100
Milwaukee, Wisconsin 53202
(414) 298-1000
Paul R. Tobias, Esq. Carla S. Newell, Esq.
William B. Owens, Jr., Esq. Brian K. Beard, Esq.
Robert E. Horton, Esq. Anthony M. Allen, Esq.
Wilson Sonsini Goodrich & Rosati James D. Robinett, Esq.
Professional Corporation Gunderson Dettmer Stough Villeneuve
8911 Capital of Texas Highway, Franklin & Hachigian, LLP
Suite 3350 8911 Capital of Texas Highway, Suite 4240
Austin, Texas 78759 Austin, Texas 78759
(512) 338-5400 ---------------- (512) 342-2300
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement
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If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 145 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, please 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,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
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<CAPTION>
Title of Each Class of Proposed Maximum Amount of
Securities to be Registered Aggregate Offering Price(1) Registration Fee
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<S> <C> <C>
Common Stock, $0.01 par
value................. $56,580,000 $15,985
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</TABLE>
(1) Includes shares that the Underwriters have the option to purchase to cover
over-allotments, if any.
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 such Section 8(a),
may determine.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. +
+Underwriters may not confirm sales of these securities until the registration +
+statement filed with the Securities and Exchange Commission becomes +
+effective. This prospectus is not an offer to sell these securities and it is +
+not soliciting offers to buy these securities in any jurisdiction where the +
+offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED SEPTEMBER 14, 1999
PROSPECTUS
4,100,000 Shares
[Garden.com Logo]
Common Stock
This is an initial public offering of common stock by Garden.com, Inc. The
estimated initial public offering price will be between $11 and $13 per share.
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Prior to this offering, there has been no public market for the common
stock. Garden.com has applied to have the common stock approved for quotation
on the Nasdaq National Market under the symbol GDEN.
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<TABLE>
<CAPTION>
Per Share Total
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<S> <C> <C>
Initial public offering price................................... $ $
Underwriting discounts and commissions.......................... $ $
Proceeds to Garden.com, Inc., before expenses................... $ $
</TABLE>
Garden.com, Inc. and certain selling stockholders have granted the
underwriters options for a period of 30 days to purchase up to 615,000
additional shares of common stock.
The underwriters have reserved up to 287,000 shares of common stock to be
sold in the offering and offered for sale, at the public offering price, to our
directors, officers, employees, business associates and related persons.
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Investing in the common stock involves a high degree of risk.
See "Risk Factors" beginning on page 7.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
Hambrecht & Quist
BancBoston Robertson Stephens
Thomas Weisel Partners LLC
, 1999
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Board of Directors and Stockholders
Garden.com, Inc.
We have audited the accompanying balance sheets of Garden.com, Inc. as of
June 30, 1998 and 1999 and the related statements of operations, changes in
redeemable convertible preferred stock and stockholders' deficit and cash flows
for each of the three years in the period ended June 30, 1999. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Garden.com, Inc. at June
30, 1998 and 1999 and the results of its operations and its cash flows for each
of the three years in the period ended June 30, 1999, in conformity with
generally accepted accounting principles.
July 12, 1999 (except Note 9, as to which the date is September 14, 1999)
Austin, Texas
/s/ Ernst & Young LLP
F-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Amendment No. 6 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Austin,
State of Texas, on the 14th day of September, 1999.
GARDEN.COM, INC.
/s/ Jana D. Wilson
By: _________________________________
Jana D. Wilson
Chief Financial Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 6 to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Clifford A. Sharples* President, Chief Executive September 14, 1999
______________________________________ Officer (Principal
Clifford A. Sharples Executive Officer) and
Director
/s/ Jana D. Wilson Chief Financial Officer September 14, 1999
______________________________________ (Principal Financial and
Jana D. Wilson Accounting Officer)
/s/ Steven J. Dietz* Director September 14, 1999
______________________________________
Steven J. Dietz
/s/ Gerald R. Gallagher* Director September 14, 1999
______________________________________
Gerald R. Gallagher
/s/ James N. O'Neill* Director September 14, 1999
______________________________________
James N. O'Neill
</TABLE>
II-5
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<TABLE>
<S> <C> <C>
Signature Title Date
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/s/ Donald J. Phillips* Director September 14, 1999
______________________________________
Donald J. Phillips
/s/ Lisa W.A. Sharples* Director September 14, 1999
______________________________________
Lisa W.A. Sharples
/s/ Douglas R. Stern* Director September 14, 1999
______________________________________
Douglas R. Stern
/s/ John D. Thornton* Director September 14, 1999
______________________________________
John D. Thornton
</TABLE>
/s/ Jana D. Wilson
*By: ____________________________
Jana D. Wilson
Attorney-in-Fact
Pursuant to Power of Attorney
II-6
<PAGE>
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and
"Selected Financial Data" and to the use of our report dated July 12, 1999
(except Note 9, as to which the date is September 14, 1999), in Amendment No. 6
to the Registration Statement (Form S-1) and related Prospectus of Garden.com,
Inc. for the registration of 4,100,000 shares of its common stock.
Austin, Texas
September 14, 1999
/s/ Ernst & Young LLP
