<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 29, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SHOPNOW.COM INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
WASHINGTON 7374 91-1628103
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of Industrial Identification Number)
incorporation or organization) Classification Code Number)
</TABLE>
411 FIRST AVENUE SOUTH
SUITE 200 NORTH
SEATTLE, WASHINGTON 98101
(206) 223-1996
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
--------------------------
DWAYNE M. WALKER
CHIEF EXECUTIVE OFFICER
411 FIRST AVENUE SOUTH
SUITE 200 NORTH
SEATTLE, WASHINGTON 98101
(206) 223-1996
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------------
COPIES TO:
JOHN A. FORE STEVEN C. KENNEDY
PATRICK J. SCHULTHEIS JAMES E. NICHOLSON
PAUL W. HARTZEL W. MORGAN BURNS
Wilson Sonsini Goodrich & Rosati GORDON S. WEBER
Professional Corporation Faegre & Benson LLP
5300 Carillon Point 2200 Norwest Center
Kirkland, Washington 98033-7356 90 South Seventh Street
(425) 576-5800 Minneapolis, Minnesota 55402-3901
(612) 336-3000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. /X/ 333-80981
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. / /
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE OFFERING PRICE OF AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT(1) SHARES(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
COMMON STOCK, $0.01 PAR VALUE.............. 287,500 SHARES $12.00 $3,450,000 $959
</TABLE>
(1) ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE
PURSUANT TO RULE 457(O).
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
ShopNow.com Inc. is filing this Registration Statement pursuant to Rule
462(b) under the Securities Act of 1933, as amended. This Registration Statement
relates to the public offering of Common Stock of ShopNow.com contemplated by
the Registration Statement on Form S-1 (Reg. No. 333-80981) filed by ShopNow.com
with the Securities and Exchange Commission on June 18, 1999, as amended by
Amendment No. 1 thereto filed on July 30, 1999, Amendment No. 2 thereto filed on
August 25, 1999, Amendment No. 3 thereto filed on August 31, 1999, Amendment No.
4 thereto filed on September 9, 1999, Amendment No. 5 thereto filed on September
22, 1999 and Amendment No. 6 thereto filed on September 28, 1999, which was
declared effective September 28, 1999 (the "Prior Registration Statement").
ShopNow.com is filing this Registration Statement for the sole purpose of
increasing the number of shares of Common Stock offered by 287,500 shares and
increasing the aggregate offering price to the public set forth in such Prior
Registration Statement by $3,450,000. The contents of the Prior Registration
Statement are incorporated herein by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1993, as amended, the
registrant has duly caused this Registration Statement on Form S-1 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Seattle, State of Washington, on September 29, 1999.
<TABLE>
<S> <C> <C>
SHOPNOW.COM INC.
By /s/ DWAYNE M. WALKER
-----------------------------------------
Dwayne M. Walker, Chairman, President and
Chief Executive Officer
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated on September 29, 1999:
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------ --------------------------
<C> <S>
Chairman, Director,
/s/ DWAYNE M. WALKER President and Chief
- ------------------------------ Executive Officer
(Dwayne M. Walker) (Principal Executive
Officer)
Executive Vice President,
* Chief Financial Officer,
- ------------------------------ and General Counsel
(Alan D. Koslow) (Principal Financial and
Accounting Officer)
*
- ------------------------------ Director
(Jacob I. Friesel)
*
- ------------------------------ Director
(David M. Lonsdale)
*
- ------------------------------ Director
(Bret R. Maxwell)
*
- ------------------------------ Director
(Mark C. McClure)
*
- ------------------------------ Director
(John R. Snedegar)
*
- ------------------------------ Director
(Mark H. Terbeek)
</TABLE>
<TABLE>
<S> <C> <C> <C>
*By: /s/ DWAYNE M. WALKER
-------------------------
(Dwayne M. Walker)
ATTORNEY-IN-FACT
</TABLE>
II-1
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -----------
<C> <S>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
23.1 Consent of Ernst & Young, LLP, Independent Accountants.
23.2 Consent of Arthur Andersen LLP, Independent Accountants.
23.3 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1).
*24.1 Power of Attorney.
</TABLE>
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* Incorporated by reference to the registrant's Registration Statement on Form
S-1, as amended, Reg. No. 333-80981.
<PAGE>
EXHIBIT 5.1
Wilson Sonsini Goodrich & Rosati
5300 Carillon Point
Kirkland, Washington 98033
September 28, 1999
ShopNow.com Inc.
411 First Avenue South
Suite 200 North
Seattle, Washington 98101
Re: REGISTRATION STATEMENT ON FORM S-1
Ladies and Gentlemen:
We are acting as counsel for ShopNow.com Inc., a Washington corporation (the
"Company"), in connection with the registration of up to 287,500 additional
shares of the Company's common stock, par value $0.001 per share (the
"Additional Shares"), pursuant to a Registration Statement (the "Rule 462(b)
Registration Statement") filed pursuant to Rule 462(b) promulgated under the
Securities Act of 1933, as amended (the "Act"), in connection with the proposed
public offering described in the Registration Statement on Form S-1 (No.
333-80981) (the "Registration Statement"), which was originally filed with the
Securities and Exchange Commission under the Act on June 18, 1999 and was
declared effective on September 28, 1999.
In connection herewith, we have examined and relied without independent
investigation as to matters of fact upon such certificates of public officials,
such statements and certificates of officers of the Company and originals or
copies certified to our satisfaction of the Registration Statement, the Articles
of Incorporation and Bylaws of the Company as amended and now in effect,
proceedings of the Board of Directors of the Company and such other corporate
records, documents, certificates and instruments as we have deemed necessary or
appropriate in order to enable us to render this opinion. In rendering this
opinion, we have assumed the genuineness of all signatures on all documents
examined by us, the due authority of the parties signing such documents, the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies.
Based upon and subject to the foregoing, it is our opinion that the issuance
of the Additional Shares has been duly authorized by all requisite corporate
action of the Company, and that the Additional Shares, when issued in accordance
with such authorization, will be legally issued and will be fully paid and
non-assessable shares of common stock of the Company.
We hereby consent to the naming of our firm in the Prospectus under the
caption "Legal Matters" and to the filing of this opinion as Exhibit 5.1 to the
Rule 462(b) Registration Statement.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to
the incorporation by reference therein of our report dated June 11, 1999, with
respect to the 1998 and 1997 financial statements of GO Software, Inc. in this
Registration Statement (Form S-1) to register 287,500 shares of common stock
included in the Form S-1 (File No. 333-80981) and related Prospectus of
ShopNow.com Inc.
/s/ Ernst & Young LLP
September 29, 1999
Jacksonville, Florida
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our reports included in ShopNow.com
Inc.'s Form S-1 (File No. 333-80981) and to all references to our Firm included
in this Registration Statement.
/s/ Arthur Andersen LLP
Seattle, Washington
September 28, 1999
