<PAGE>
As filed with the Securities and Exchange Commission on February 25, 2000
Registration No. 333-30190
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
MORE.COM, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Delaware 5912 94-3300529
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code No.) Identification No.)
</TABLE>
520 Third Street
Second Floor
San Francisco, California 94107
(415) 979-9597
(Address and telephone number of principal executive offices and principal
place of business)
--------------
Donald M. Kendall, Jr.
Chief Executive Officer
more.com, Inc.
520 Third Street
Second Floor
San Francisco, California 94107
(415) 979-9597
(Name, address, and telephone number of agent for service)
--------------
Copies to:
<TABLE>
<CAPTION>
<S> <C>
Gavin B. Grover, Esq. Steven L. Berson, Esq.
Matthew Burns, Esq. Michael S. Russell, Esq.
Jaclyn Liu, Esq. Michael A. DeAngelis, Esq.
Donald C. Hunt, Esq. Wilson Sonsini Goodrich & Rosati
Morrison & Foerster LLP Professional Corporation
425 Market Street 650 Page Mill Road
San Francisco, California 94105 Palo Alto, CA 94304-1050
</TABLE>
--------------
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, 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 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. [_]
--------------
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 that 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>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The expenses to be paid by the Registrant in connection with the
distribution of the securities being registered, other than underwriting
discounts and commissions, are as follows:
<TABLE>
<CAPTION>
Amount*
-------
<S> <C>
Securities and Exchange Commission Filing Fee.......................... $22,770
NASD Filing Fee........................................................
Nasdaq National Market Listing Fee..................................... 95,000
Accounting Fees and Expenses...........................................
Blue Sky Fees and Expenses.............................................
Legal Fees and Expenses................................................
Transfer Agent and Registrar Fees and Expenses.........................
Printing Expenses......................................................
Miscellaneous Expenses.................................................
-------
Total................................................................ $
=======
</TABLE>
- --------
* All amounts are estimates except the SEC filing fee, the NASD filing fee and
the Nasdaq National Market listing fee.
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 officers,
directors and other corporate agents under certain circumstances and subject to
certain limitations. Our certificate of incorporation and bylaws provide that
we shall indemnify our directors, officers, employees and agents to the full
extent permitted by Delaware General Corporation Law, including in
circumstances in which indemnification is otherwise discretionary under
Delaware law. In addition, we intend to enter into separate indemnification
agreements with our directors, officers and certain employees which would
require us, among other things, to indemnify them against certain liabilities
which may arise by reason of their status as directors, officers or certain
other employees. We also intend to maintain director and officer liability
insurance, if available on reasonable terms.
These indemnification provisions and the indemnification agreement to be
entered into between us and our officers and directors may be sufficiently
broad to permit indemnification of our officers and directors for liabilities,
including reimbursement of expenses incurred, arising under the Securities Act.
The underwriting agreement filed as Exhibit 1.1 to this registration
statement provides for indemnification by the underwriters of us and our
officers and directors for certain liabilities arising under the Securities
Act, or otherwise.
Item 15. Recent Sales of Unregistered Securities
From our incorporation to December 31, 1999, we have granted or issued
and sold the following unregistered securities:
<TABLE>
<C> <S>
1. Stock options to employees, officers, directors and consultants
under our amended and restated 1998 stock option plan exercisable
for up to an aggregate of 3,997,761 shares of our common stock, at a
weighted average exercise price of $1.40 per share.
</TABLE>
II-1
<PAGE>
<TABLE>
<C> <S>
2. On May 14, 1998, we issued to Donald M. Kendall, Jr. 1,449,834
shares of our common stock and 22,976 shares of our Series A
convertible preferred stock in exchange for his entire membership
interest in Nutrition Direct, LLC, our predecessor entity.
3. On May 14, 1998, we issued to Eric Budin 989,526 shares of our
common stock in exchange for his entire membership interest in
Nutrition Direct, LLC, our predecessor entity.
4. On August 18, 1999, we issued to Bergen Brunswig Drug Company
1,169,922 shares of our common stock in connection with transactions
relating to the Prescription Pharmaceuticals Internet Fulfillment
Services Agreement with Medi-Mail, Inc., a wholly owned subsidiary
of Bergen Brunswig.
5. On November 30, 1999, we issued to Roger Hardy 165,000 shares of our
common stock in exchange for 75 shares of common stock in Clearly
Contacts Lenses, Inc., now a division of more.com.
6. On November 30, 1999, we issued to William Wrixon 55,000 shares of
our common stock in exchange for 25 shares of common stock in
Clearly Contacts Lenses, Inc., now a division of more.com.
7. On February 5, 1998, we issued to North Hollywood Restaurants, Inc.
a warrant to purchase 3,659 shares of our Series A convertible
preferred stock at $1.64 per share for approximately $6,001.00.
8. On February 5, 1998, we issued to Donald M. Kendall, Jr., a warrant
to purchase 14,634 shares of our Series A convertible preferred
stock at $1.64 per share for approximately $24,000.00.
9. On March 2, 1998, we issued to Peter M. Flanigan a warrant to
purchase 1,219 shares of our Series A convertible preferred stock at
$1.64 per share for approximately $1,999.00.
10. On March 5, 1998, we issued to Nikolaus V. Huetz a warrant to
purchase 1,219 shares of our Series A convertible preferred stock at
$1.64 per share for approximately $1,999.00.
11. On May 14, 1998, we sold to Donald M. Kendall, Sr. 250,384 shares of
our Series A convertible preferred stock at $1.64 per share for
approximately $410,630.00.
12. On May 14, 1998, we sold to Peter M. Flanigan 31,089 shares of our
Series A convertible preferred stock at $1.64 per share for
approximately $50,986.00.
13. On May 14, 1998, we sold to North Hollywood Restaurants, Inc. 62,596
shares of our Series A convertible preferred stock at $1.64 per
share for approximately $102,657.00
14. On May 14, 1998, we sold to Nikolaus von Heutz 31,064 shares of our
Series A convertible preferred stock at $1.64 per share for
approximately $50,945.00.
15. On May 14, 1998, we sold to 21st Century Internet Fund, L.P.
1,105,000 shares of our Series B mandatorily redeemable convertible
preferred stock at $1.64 per share for approximately $1,812,200.00.
16. On May 14, 1998, we sold to GreenTree Nutrition Investors, LLC
331,000 shares of our Series B mandatorily redeemable convertible
preferred stock at $1.64 per share for approximately $542,840.00.
17. On May 27, 1998, we sold to Donald M. Kendall, Jr. 46,000 shares of
our Series B mandatorily redeemable convertible preferred stock at
$1.64 per share for approximately $75,440.00.
18. On May 27, 1998, we sold to John Sculley, III 46,000 shares of our
Series B mandatorily redeemable convertible preferred stock at $1.64
per share for approximately $75,440.00.
19. On July 14, 1999, we issued to Phoenix Leasing Incorporated a
warrant to purchase 26,506 shares of our Series C mandatorily
redeemable convertible preferred stock at $1.66 per share for
approximately $44,000.00.
</TABLE>
II-2
<PAGE>
<TABLE>
<C> <S>
20. On July 14, 1999, we issued to Robert Kingsbook a warrant to
purchase 21,686 shares of our Series C mandatorily redeemable
convertible preferred stock at $1.66 per share for approximately
$35,999.00.
21. On October 28, 1998, we sold to RHO Management Trust I 1,987,952
shares of our Series C mandatorily redeemable convertible preferred
stock at $1.66 per share for approximately $3,300,000.00.
22. On October 28, 1998, we sold to Healthcare Ventures V, L.P.
1,325,301 shares of our Series C mandatorily redeemable convertible
preferred stock at $1.66 per share for approximately $2,200,000.00.
23. On October 28, 1998, we sold to SOFTBANK Venture Capital IV, L.P.
1,714,145 shares of our Series C mandatorily redeemable convertible
preferred stock at $1.66 per share for approximately $2,845,481.00.
24. On October 28, 1998, we sold to SOFTBANK Technology Advisors Fund,
L.P. 32,843 shares of our Series C mandatorily redeemable
convertible preferred stock at $1.66 per share for approximately
$54,519.00.
25. On October 28, 1998, we sold to 21st Century Internet Fund, L.P.
1,117,470 shares of our Series C mandatorily redeemable convertible
preferred stock at $1.66 per share for approximately $1,855,000.00.
26. On October 28, 1998, we sold to GreenTree Nutrition Investors, II,
LLC 391,566 shares of our Series C mandatorily redeemable
convertible preferred stock at $1.66 per share for approximately
$650,000.00.
27. On October 28, 1998, we sold to Donald M. Kendall Jr. 42,169 shares
of our Series C mandatorily redeemable convertible preferred stock
at $1.66 per share for approximately $70,001.00.
28. On October 22, 1999, we sold to 21st Century Internet Fund, L.P.
989,626 shares of our Series D mandatorily redeemable convertible
preferred stock at $4.82 per share for approximately $4,770,000.00.
29. On October 22, 1999, we sold to Rho Management 1,360,995 shares of
our Series D mandatorily redeemable convertible preferred stock at
$4.82 per share for approximately $6,560,000.00.
30. On October 22, 1999, we sold to SOFTBANK Venture Capital IV 814,274
shares of our Series D mandatorily redeemable convertible preferred
stock at $4.82 per share for approximately $3,924,800.00.
31. On October 22, 1999, we sold to SOFTBANK Technology Advisors 15,602
shares of our Series D mandatorily redeemable convertible preferred
stock at $4.82 per share for approximately $75,202.00.
32. On October 22, 1999, we sold to SOFTBANK Venture Capital V, L.P.
795,128 shares of our Series D mandatorily redeemable convertible
preferred stock at $4.82 per share for approximately $3,832,517.00.
33. On October 22, 1999, we sold to SOFTBANK Technology Advisors V, L.P.
21,694 shares of our Series D mandatorily redeemable convertible
preferred stock at $4.82 per share for approximately $104,565.00.
34. On October 22, 1999, we sold to SOFTBANK Technology Entrepreneurs
Fund 13,053 shares of our Series D mandatorily redeemable
convertible preferred stock at $4.82 per share for approximately
$62,915.00.
</TABLE>
II-3
<PAGE>
<TABLE>
<C> <S>
35. On October 22, 1999, we sold to Healthcare Ventures V, L.P. 220,796
shares of our Series D mandatorily redeemable convertible preferred
stock at $4.82 per share for approximately $1,064,237.00.
36. On October 22, 1999, we sold to Boston Millennia Partners Limited
Partnership 1,293,230 shares of our Series D mandatorily redeemable
convertible preferred stock at $4.82 per share for approximately
$6,233,368.00.
37. On October 22, 1999, we sold to Boston Millennia Associates I
Partnership 21,085 shares of our Series D mandatorily redeemable
convertible preferred stock at $4.82 per share for approximately
$101,634.00.
38. On October 22, 1999, we sold to FIMA Finance Management, Inc.
207,468 shares of our Series D mandatorily redeemable convertible
preferred stock at $4.82 per share for approximately $1,000,000.00.
39. On October 22, 1999, we sold to Allyn Woodward 8,298 shares of our
Series D mandatorily redeemable convertible preferred stock at $4.82
per share for approximately $40,000.00.
40. On October 22, 1999, we sold to Josef von Rickenbach 5,186 shares of
our Series D mandatorily redeemable convertible preferred stock at
$4.82 per share for approximately $24,998.00.
41. On October 22, 1999, we sold to Leon Seynave 20,746 shares of our
Series D mandatorily redeemable convertible preferred stock at $4.82
per share for approximately $100,001.00.
42. On October 22, 1999, we sold to South Ferry #2 L.P. 103,733 shares
of our Series D mandatorily redeemable convertible preferred stock
at $4.82 per share for approximately $499,998.00.
43. On October 22, 1999, we sold to Swander Pace Capital Fund, L.P.
595,990 shares of our Series D mandatorily redeemable convertible
preferred stock at $4.82 per share for approximately $2,872,672.00.
44. On October 22, 1999, we sold to SPC GP Fund, LLC 9,913 shares of our
Series D mandatorily redeemable convertible preferred stock at $4.82
per share for approximately $47,781.00.
45. On October 22, 1999, we sold to SPC Executive Advisors Fund, LLC
9,872 shares of our Series D mandatorily redeemable convertible
preferred stock at $4.82 per share for approximately $47,583.00.
46. On October 22, 1999, we sold to SPC Associates Fund, LLC 6,632
shares of our Series D mandatorily redeemable convertible preferred
stock at $4.82 per share for approximately $31,966.00.
47. On October 22, 1999, we sold to Seligman New Technologies Fund, Inc.
672,198 shares of our Series D mandatorily redeemable convertible
preferred stock at $4.82 per share for approximately $3,239,999.00.
48. On October 22, 1999, we sold to Seligman Investment Opportunities
Fund 157,676 shares of our Series D mandatorily redeemable
convertible preferred stock at $4.82 per share for approximately
$759,998.00.
49. On October 22, 1999, we sold to Seligman Communications and
Information Fund, Inc. 207,468 shares of our Series D mandatorily
redeemable convertible preferred stock at $4.82 per share for
approximately $1,000,001,00.
50. On October 22, 1999, we sold to Bayview 99 1, LP 16,856 shares of
our Series D mandatorily redeemable convertible preferred stock at
$4.82 per share for approximately $81,246.00.
51. On October 22, 1999, we sold to Bayview 99 II, LP 14,264 shares of
our Series D mandatorily redeemable convertible preferred stock at
$4.82 per share for approximately $68,752.00.
</TABLE>
II-4
<PAGE>
<TABLE>
<C> <S>
52. On October 22, 1999, we sold to Peter Vidmar 20,746 shares of our
Series D mandatorily redeemable convertible preferred stock at $4.82
per share for approximately $100,000.00.
53. On October 22, 1999, we sold to Donald M. Kendall, Jr. 18,520 shares
of our Series D mandatorily redeemable convertible preferred stock
at $4.82 per share for approximately $89,270.00.
54. On October 22, 1999, we sold to John Sculley, III 41,493 shares of
our Series D mandatorily redeemable convertible preferred stock at
$4.82 per share for approximately $200,000.00.
55. On October 22, 1999, we sold to Diane Woolf 2,074 shares of our
Series D mandatorily redeemable convertible preferred stock at $4.82
per share for approximately $10,000.00
56. On October 22, 1999, we sold to Yash Pal Talreja 18,672 shares of
our Series D mandatorily redeemable convertible preferred stock at
$4.82 per share for approximately $89,999.00.
57. On October 22, 1999, we sold to Steven Cash 25,933 shares of our
Series D mandatorily redeemable convertible preferred stock at $4.82
per share for approximately $124,997.00.
58. On October 22, 1999, we sold to Gordon Friedman 10,000 shares of our
Series D mandatorily redeemable convertible preferred stock at $4.82
per share for approximately $48,200.00.
59. On October 22, 1999, we sold to Clark Callander 5,186 shares of our
Series D mandatorily redeemable convertible preferred stock at $4.82
per share for approximately $24,997.00.
60. On October 22, 1999, we sold to Steve Abbott 500 shares of our
Series D mandatorily redeemable convertible preferred stock at $4.82
per share for approximately $2,410.00.
61. On November 5, 1999, we sold to GreenTree Nutrition Investors IV,
L.P. 636,203 shares of our Series D mandatorily redeemable
convertible preferred stock at $4.82 per share for approximately
$3,066,498.00.
62. On November 5, 1999, we sold to Star Growth Enterprise 394,191
shares of our Series D mandatorily redeemable convertible preferred
stock at $4.82 per share for approximately $1,900,001.00.
63. On November 5, 1999, we sold to SVM Star Ventures
Managementgesellschaft mbH Nr. 3, 20,747 shares of our Series D
mandatorily redeemable convertible preferred stock at $4.82 per
share for approximately $100,001.00.
64. On November 5, 1999, we sold to Galen Partners III, L.P. 379,073
shares of our Series D mandatorily redeemable convertible preferred
stock at $4.82 per share for approximately $1,827,132.00.
65. On November 5, 1999, we sold to Galen Partners International III,
L.P. 34,313 shares of our Series D mandatorily redeemable
convertible preferred stock at $4.82 per share for approximately
$165,389.00.
66. On November 5, 1999, we sold to Galen Employee Fund III, L.P. 1,552
shares of our Series D mandatorily redeemable convertible preferred
stock at $4.82 per share for approximately $7,481.00.
</TABLE>
The issuances of the securities in all of the above transactions were
deemed to be exempt from registration under the Securities Act in reliance on:
(a) Section 4(2) of the Securities Act by an issuer not involving a public
offering, where the purchasers represented their intention to acquire the
securities for investment only and not with a view to distribution and received
or had access to adequate information about the Registrant; (b) Registration S
promulgated under the Securities Act for sell of securities outside the United
States in offshore transactions to purchasers who are non-"U.S. Persons"; or
(c) Rule 701 promulgated under the Securities Act for transactions pursuant to
a compensatory benefit plan or written compensation contract.
II-5
<PAGE>
On November 4, 1998, we issued 500,000 shares of our common stock in
exchange for the substantial business assets of Acumin Corporation, now a
division of more.com, Inc. The issuance of such securities was exempt from the
registration requirements of the Securities Act due to the exemptions from
registration provided by Sections 3(b) and 4(2) thereof.
Appropriate legends were affixed to the stock certificates issued in the
above transactions. Similar legends were imposed in connection with any
subsequent sales of any such securities. No underwriters were employed in any
of the above transactions.
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
The exhibits are as set forth in the Exhibit Index.
(b) Financial Statement Schedules
All schedules have been omitted since they are not required or are not
applicable or the required information is shown in the financial statements or
related notes.
Item 17. Undertakings
We hereby undertake 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 our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have 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 us of expenses incurred or paid by one
of our directors, officers or controlling persons 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, we will,
unless in the opinion of our 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.
We hereby undertake that:
(1) For purposes of 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 us 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-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, more.com,
Inc. has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of San Francisco, State
of California on the 25th day of February, 2000.
MORE.COM, INC.
By: /s/ Donald M. Kendall, Jr.
-------------------------------------
Donald M. Kendall, Jr.
Chief Executive Officer and
Director
Pursuant to the requirements of the Securities Act of 1933, this
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>
/s/ Donald M. Kendall, Jr. Chief Executive Officer and February 25, 2000
______________________________________ Director (Principal
Donald M. Kendall, Jr. Executive Officer)
/s/ Laureen De Buono* Chief Financial Officer and February 25, 2000
______________________________________ Secretary (Principal
Laureen De Buono Financial, Accounting
Officer)
/s/ Mark Leschly* Director February 25, 2000
______________________________________
Mark Leschly
/s/ Thomas A. Penn* Director February 25, 2000
______________________________________
Thomas A. Penn
Director
______________________________________
Perk Perkins
/s/ Donald R. Roden* Director February 25, 2000
______________________________________
Donald R. Roden
/s/ E. Scott Russell* Director February 25, 2000
______________________________________
E. Scott Russell
/s/ John Sculley III* Director February 25, 2000
______________________________________
John Sculley III
/s/ John Neil Weintraut* Director February 25, 2000
______________________________________
John Neil Weintraut
/s/ Donald M. Kendall, Jr.
*By: _________________________________
Donald M. Kendall, Jr.
Attorney-in-Fact
</TABLE>
II-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Document Page
------- -------- ------------
<C> <S> <C>
1.1 Form of Underwriting Agreement*........................
3.1 Amended and Restated Certificate of Incorporation of
more.com*..............................................
3.2 Bylaws of more.com*....................................
4.1 Reference is made to Exhibits 3.1 and 3.2*.............
4.2 Specimen Stock Certificate of more.com*................
4.3 Restricted Stock Purchase Agreement between Registrant
and Donald M. Kendall, dated May 14, 1998+.............
4.4 Restricted Stock Purchase Agreement between Registrant
and Eric Budin, dated May 14, 1998 and an amendment
thereof, dated March 15, 1999+.........................
4.5 Amended and Restated Investors' Rights Agreement
between Registrant and the holders of our Series B,
Series C, Series D and Series E convertible preferred
stock dated February 11, 2000*.........................
4.6 Form of Registration Rights Agreement between
Registrant and certain holders of common stock+........
5.1 Opinion of Morrison & Foerster LLP as to the legality
of the common stock*...................................
10.1 Form of Indemnification Agreement between Registrant
and each of its executive officers and directors+......
10.2 Registrant's Amended and Restated 1998 Stock Option
Plan, as amended and restated, including forms of
agreements thereunder+.................................
10.3 Registrant's 2000 Stock Incentive Plan, including forms
and agreements thereunder+.............................
10.5 Registrant's 2000 Employee Stock Purchase Plan,
including forms and agreements thereunder+.............
10.6 Form of Compensation Protection Agreements between
Registrant and each of its executive officers+.........
10.7 Lease for 520 Third Street, Second Floor, San
Francisco, California 94107, dated August 1, 1999+.....
10.8 Lease for 485 Third Street, San Francisco, California
94107, dated October 29, 1999+.........................
10.9 Lease for 495 Third Street, San Francisco, California
94107, dated October 29, 1999+.........................
10.10 Lease for 3401 Market Street, Philadelphia,
Pennsylvania 19104, dated February 13, 1997 and
amendments thereunder+.................................
10.11 Internet Fulfillment Services Agreement between
Registrant and Bergen Brunswig Drug Company, dated July
1, 1999+...............................................
10.12 Prescription Pharmaceuticals Internet Fulfillment
Services Agreement between Registrant and Medi-Mail,
Inc., dated August 18, 1999+...........................
10.13 Service Mark License and Access Agreement between
Registrant and Bergen Brunswig Drug Company, dated
August 18, 1999+.......................................
10.14 Advertising Representative Agreement between Registrant
and Bergen Brunswig Drug Company, dated September 30,
1999+..................................................
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Document Page
------- -------- ------------
<C> <S> <C>
10.15 Database License and Supply and Purchase Agreement
between Registrant and Lens Express, Inc., dated January
17, 2000+...............................................
16.1 Letter regarding change in Certifying Accountant........
23.1 Consent of Morrison & Foerster LLP. Reference is made to
Exhibit 5.1*............................................
23.2 Consent of PricewaterhouseCoopers LLP, Independent
Accountants+............................................
24.1 Powers of Attorney. Reference is made to Page [II-4]+...
27.1 Financial Data Schedule+................................
</TABLE>
- --------
* To be filed by amendment
+ Previously filed
<PAGE>
[LETTERHEAD OF ERNST & YOUNG LLP]
EXHIBIT 16.1
February 11, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
We have read Item 11 of Form S-1 dated February 11, 2000, of More.com and are in
agreement with the statements contained in the Change in Principal Auditors
paragraph sentences one, three and four on page 77 therein. We have no basis to
agree or disagree with other statements of the registrant contained therein.
Very truly yours,
/s/ Ernst & Young LLP
