<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 2, 1999
REGISTRATION NO. 333-80137
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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YESMAIL.COM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 7319 36-4020286
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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565 LAKEVIEW PARKWAY, SUITE 135
VERNON HILLS, ILLINOIS 60061
(847) 918-9292
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
-------------------------------
DAVID M. TOLMIE
CHIEF EXECUTIVE OFFICER
YESMAIL.COM, INC.
565 LAKEVIEW PARKWAY, SUITE 135
VERNON HILLS, ILLINOIS 60061
(847) 918-9292
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
-------------------------------
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<S> <C>
COPIES TO:
J. ROBERT SUFFOLETTA, ESQ. MICHAEL J. HALLORAN, ESQ.
WILSON SONSINI GOODRICH & ROSATI KAREN A. DEMPSEY, ESQ.
PROFESSIONAL CORPORATION PILLSBURY MADISON & SUTRO LLP
650 PAGE MILL ROAD 235 MONTGOMERY STREET
PALO ALTO, CALIFORNIA 94304 SAN FRANCISCO, CALIFORNIA 94104
(650) 493-9300 (415) 983-1000
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The registration fee was previously calculated and paid
in connection with the filing of the Registration Statement on June 7, 1999.
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No Exhibits are filed with this Post-Effective Amendment.
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<PAGE> 2
The Registrant registered an aggregate of 3,910,000 shares of its Common
Stock (the "Registered Shares") pursuant to a Registration Statement on Form S-1
(File No. 333-80137) filed with the Securities and Exchange Commission (the
"Commission") on June 7, 1999. The Registered Shares included 3,400,000 shares
to be sold by the Registrant and 510,000 shares to be sold by the Registrant
pursuant to the over-allotment option granted to the underwriters. The offering
was terminated on September 28, 1999, at which time an aggregate of 3,400,000
shares (the "Sold Shares") had been sold by the Registrant. The underwriters
have notified the Registrant that they will not exercise their over-allotment
option as to the 510,000 Registered Shares. Accordingly, the Registrant hereby
withdraws from registration under this Registration Statement on Form S-1 the
510,000 shares of its Common Stock (the "Remaining Shares") representing the
excess of the Registered Shares over the Sold Shares.
This Post-Effective Amendment is being filed for the sole purpose of
deregistering the Remaining Shares. No changes are being made to the Prospectus
or to Part II of the Registration Statement.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Post-Effective Amendment to the Registration
Statement and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto, duly authorized, in the City of Vernon
Hills, Illinois, on November 2, 1999.
yesmail.com, inc.
By: /s/ David B. Menzel
------------------------------
David B. Menzel
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ David M. Tolmie* Chief Executive Officer and November 2, 1999
- ---------------------------- Director (Principal Executive
David M. Tolmie Officer)
/s/ David B. Menzel Chief Financial Officer November 2, 1999
- ---------------------------- (Principal Financial and
David B. Menzel Accounting Officer)
/s/ Kenneth D. Wruk* Chairman of the Board November 2, 1999
- ---------------------------- Of Directors
Kenneth D. Wruk
/s/ Gian Fulgoni* Director November 2, 1999
- ----------------------------
Gian Fulgoni
/s/ Alexander Hern* Director November 2, 1999
- ----------------------------
Alexander Hern
/s/ Michael A. Santer* Director November 2, 1999
- ----------------------------
Michael A. Sander
/s/ Robert W. Shaw* Director November 2, 1999
- ----------------------------
Robert W. Shaw
/s/ John Vandegrift* Director November 2, 1999
- ----------------------------
John Vandegrift
*By: /s/David B. Menzel November 2, 1999
------------------------
David B. Menzel
Attorney-in-fact
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