<PAGE>
As filed with the Securities and Exchange Commission on July 3, 2000
Registration No. 333-34114
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
----------------
AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------------
PEOPLEPC INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 443120 13-4048510
(State or other jurisdiction
of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Number) Identification No.)
100 Pine Street, Suite 1100
San Francisco, California 94111
(415) 732-4400
</TABLE>
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
----------------
Nick Grouf
Chief Executive Officer
PeoplePC Inc.
100 Pine Street, Suite 1100
San Francisco, California 94111
(415) 732-4400
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
<TABLE>
<S> <C>
Larry Sonsini Frank Golay
Mark Bertelsen Sullivan & Cromwell
Neil Wolff 1888 Century Park East
Wilson Sonsini Goodrich & Rosati Los Angeles, California 90067
650 Page Mill Road (310) 712-6600
Palo Alto, California 94304
(650) 493-9300
</TABLE>
----------------
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 being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act") 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 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 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. [_]
----------------
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, as amended, or until the
Registration Statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
This Amendment incorporates by reference Amendment No. 1 to Form S-1,
Registration No. 333-34114. This Amendment is being filed solely to file
Exhibit 10.9, Master Services and Supply Agreement, dated as of April 4, 2000,
between PeoplePC and Ford Motor Company.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The following table sets forth all expenses to be paid by PeoplePC, other
than the underwriting discounts and commissions payable by PeoplePC in
connection with the sale of the common stock being registered. All amounts
shown are estimates except for the registration fee and the NASD filing fee.
<TABLE>
<CAPTION>
Amount to
be Paid
----------
<S> <C>
SEC Registration fee............................................. $ 34,004
NASD filing fee.................................................. 13,380
Nasdaq National Market listing fee............................... 95,000
Blue sky qualification fees and expenses......................... 20,000
Printing and engraving expenses.................................. 250,000
Legal fees and expenses.......................................... 600,000
Accounting fees and expenses..................................... 400,000
Transfer agent and registrar fees................................ 25,000
Miscellaneous expenses........................................... 112,616
----------
Total.......................................................... $1,550,000
==========
</TABLE>
---------------------
*To be supplied by amendment.
Item 14. Indemnification of Officers and Directors
Section 145 of the Delaware General Corporation Law permits indemnification
of officers, directors and other corporate agents under certain circumstances
and subject to certain limitations. PeoplePC's Certificate of Incorporation and
Bylaws provide that PeoplePC shall indemnify its 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, PeoplePC intends to enter into separate
indemnification agreements with its directors, officers and certain employees
which would require PeoplePC, among other things, to indemnify them against
certain liabilities which may arise by reason of their status or service (other
than liabilities arising from willful misconduct of a culpable nature).
PeoplePC also intends to maintain director and officer liability insurance, if
available on reasonable terms.
These indemnification provisions and the indemnification agreement to be
entered into between PeoplePC and its officers and directors may be
sufficiently broad to permit indemnification of PeoplePC's officers and
directors for liabilities (including reimbursement of expenses incurred)
arising under the Securities Act.
PeoplePC intends to obtain in conjunction with the effectiveness of the
Registration Statement a policy of directors' and officers' liability insurance
that insures PeoplePC's directors and officers against the cost of defense,
settlement or payment of a judgment under certain circumstances.
The underwriting agreement filed as Exhibit 1.1 to this Registration
Statement provides for indemnification by the underwriters of PeoplePC and its
officers and directors for certain liabilities arising under the Securities
Act, or otherwise.
II-1
<PAGE>
Item 15. Recent Sales of Unregistered Securities
. In March 1999, PeoplePC sold a total of 31,440,000 shares of common
stock at a price of $0.00025 per share to 3 investors, consisting of
Nick Grouf, Max Metral and David Waxman. The aggregate purchase price of
the sold securities was $7,860. The shares of common stock are not
convertible into any other security of PeoplePC. These shares were
exempt from registration under section 4(2) of the Securities Act.
. In May 1999, PeoplePC sold a total of 24,000,000 shares of Series A
preferred stock at a price of $0.125 per share to 15 investors. The
aggregate purchase price of the sold securities was $3,000,000. Each
share of Series A preferred stock is convertible into one share of
common stock at the option of the holder, and will automatically convert
into common stock at the consummation of PeoplePC's initial public
offering. These shares were exempt from registration under Rule 506 of
the Securities Act since the sale was to 15 accredited investors, as
defined in Rule 501 of the Securities Act.
. In September 1999, PeoplePC entered into a convertible note agreement
with SOFTBANK Capital Partners LP. Pursuant to this note financing
PeoplePC borrowed an aggregate amount of $10,000,000 at 7% annual
interest accruing as of October 30, 1999. In October 1999, this note
along with accrued interest converted according to its terms into
4,587,156 shares of Series B preferred stock. Each share of Series B
preferred stock is convertible into one share of common stock. The note
financing was exempt from registration under Rule 506 of the Securities
Act since the sale was to an accredited investor, as defined in Rule 501
of the Securities Act.
. In October 1999, PeoplePC sold a total of 29,816,514 shares of Series B
preferred stock at a price of $2.18 per share to 10 investors. The
aggregate purchase price of the sold securities was $65,000,000. Each
share of Series B preferred stock is convertible into one share of
common stock at the option of the holder, and will automatically convert
into common stock at the consummation of PeoplePC's initial public
offering. These shares were exempt from registration under Rule 506 of
the Securities Act since the sale was to 10 accredited investors, as
defined in Rule 501 of the Securities Act.
. In January 2000, PeoplePC entered into an agreement with Delta Air
Lines, Inc. in which PeoplePC agreed to provide up to 75,000 eligible
Delta employees with its products and services. As an inducement to
enter into this agreement, PeoplePC issued to Delta a warrant to
purchase 500,000 shares of its common stock at an exercise price of
$6.225 per share. The warrant expires on the earlier of January 2003 or
six months from the date of this offering. The warrant is exempt from
registration under Rule 506 of the Securities Act since the sale was to
an accredited investor, as defined in Rule 501 of the Securities Act.
. In April 2000, PeoplePC sold a total of 9,468,252 shares of Series C
preferred stock at a price of $5.246 per share to 26 investors. The
aggregate purchase price of the sold securities was $49,670,449. Each
share of Series C preferred stock is convertible into one share of
common stock at the option of the holder, and will automatically convert
into common stock at the consummation of PeoplePC's initial public
offering. Simultaneously with the closing of the Series C financing,
Ford received the right to purchase 1,905,000 shares of common stock in
a private placement effected at the closing of this offering at the same
price per share as this offering. If Ford exercises this right in full,
Ford will also receive a warrant to purchase 2,857,000 shares of common
stock exercisable at the same price per share as this offering at any
time for a period of 200 days following the date of this offering. These
securities were exempt from registration under Rule 506 of the
Securities Act since the sale was to 26 accredited investors, as defined
in Rule 501 of the Securities Act.
II-2
<PAGE>
Item 16. Exhibits and Financial Statement Schedules
Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
------- -----------------------
<C> <S>
1.1* Form of Underwriting Agreement
3.1+ Amended and Restated Certificate of Incorporation of PeoplePC
3.2* Form of Amended and Restated Certificate of Incorporation of PeoplePC
to be filed immediately after the closing of the offering
3.3+ Amended and Restated Bylaws of PeoplePC
4.1* Specimen Common Stock Certificate
5.1* Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
10.1+ 1999 Stock Plan and forms of agreements thereunder
10.2+ 2000 Stock Plan
10.3+ 2000 Employee Stock Purchase Plan
10.4+** Sales Finance Agreement, dated as of February 29, 2000, between
PeoplePC and MBNA America Bank, N.A.
10.5+ Form of Indemnification Agreement
10.6+ Office Lease, dated as of June 3, 1999, between PeoplePC and Pine
Street Investors, L.L.C.
10.7+ First Amendment to Office Lease, dated as of January 14, 2000,
between PeoplePC and Pine Street Investors, L.L.C.
10.8+ Amended and Restated Investor Rights Agreement, dated April 5, 2000
10.9** Master Services and Supply Agreement, dated as of April 4, 2000,
between PeoplePC and Ford Motor Company
10.10+** Corporate Customer Agreement, dated January 31, 2000, between
PeoplePC and Delta Air Lines, Inc.
10.11+ Convertible Note, dated September 30, 1999, issued by PeoplePC to
SOFTBANK Capital Partners, L.P.
10.12+ Loan Agreement, dated September 30, 1999, between PeoplePC and
SOFTBANK Capital Partners, L.P.
10.13+** Internet Resale Agreement, dated August 1, 1999, between PeoplePC and
Ingram Micro, Inc.
10.14+** Letter of Understanding, dated April 20, 2000, between PeoplePC and
Ingram Micro, Inc.
10.15+** Letter of Understanding, dated June 1, 2000, between PeoplePC and
Ingram Micro, Inc.
23.1+ Consent of PricewaterhouseCoopers LLP
23.2* Consent of Wilson Sonsini Goodrich & Rosati (included in Exhibit 5.1)
24.1 Power of Attorney (see signature page)
27.1+ Financial Data Schedule
</TABLE>
---------------------
* To be filed by amendment.
+ Previously filed.
** Confidential treatment requested.
II-3
<PAGE>
Financial Statement Schedules
Schedules not listed above have been omitted because the information required
to be set forth therein is not applicable or is shown in the financial
statements or 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 by the Registrant for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions referenced in Item 14 of
this Registration Statement or otherwise, the Registrant has been advised that
in the opinion of the 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
hereunder, 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; and
(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 the time shall be
deemed to be the initial bona fide offering thereof.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 2 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of San
Francisco, County of San Francisco, State of California, on the 3rd day of July
2000.
PEOPLEPC
/s/ Nick Grouf
By: _________________________________
Nick Grouf
Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act, this Amendment No. 2 to
the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<C> <S> <C>
/s/ Nick Grouf Chairman of the Board, July 3, 2000
____________________________________ Chief Executive Officer
Nick Grouf and Director (Principal
Executive Officer)
/s/ John W. Adams Vice President and Chief July 3, 2000
____________________________________ Financial Officer
John W. Adams (Principal Financial
and Accounting Officer)
/s/ Ronald D. Fisher* Director July 3, 2000
____________________________________
Ronald D. Fisher
/s/ John Sculley* Director July 3, 2000
____________________________________
John Sculley
/s/ Bradley A. Feld* Director July 3, 2000
____________________________________
Bradley A. Feld
/s/ Michael J. Price* Director July 3, 2000
____________________________________
Michael J. Price
</TABLE>
/s/ Glen Kohl
*By: __________________________
Glen Kohl
Attorney-in-Fact
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
------- -----------------------
<C> <S>
1.1* Form of Underwriting Agreement
3.1+ Amended and Restated Certificate of Incorporation of PeoplePC
3.2* Form of Amended and Restated Certificate of Incorporation of PeoplePC
to be filed immediately after the closing of the offering
3.3+ Amended and Restated Bylaws of PeoplePC
4.1* Specimen Common Stock Certificate
5.1* Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
10.1+ 1999 Stock Plan and forms of agreements thereunder
10.2+ 2000 Stock Plan
10.3+ 2000 Employee Stock Purchase Plan
10.4+** Sales Finance Agreement, dated as of February 29, 2000, between
PeoplePC and MBNA America Bank, N.A.
10.5+ Form of Indemnification Agreement
10.6+ Office Lease, dated as of June 3, 1999, between PeoplePC and Pine
Street Investors, L.L.C.
10.7+ First Amendment to Office Lease, dated as of January 14, 2000,
between PeoplePC and Pine Street Investors, L.L.C.
10.8+ Amended and Restated Investor Rights Agreement, dated April 5, 2000
10.9** Master Services and Supply Agreement, dated as of April 4, 2000,
between PeoplePC and Ford Motor Company
10.10+** Corporate Customer Agreement, dated January 31, 2000, between
PeoplePC and Delta Air Lines, Inc.
10.11+ Convertible Note, dated September 30, 1999, issued by PeoplePC to
SOFTBANK Capital Partners, L.P.
10.12+ Loan Agreement, dated September 30, 1999, between PeoplePC and
SOFTBANK Capital Partners, L.P.
10.13+** Internet Resale Agreement, dated August 1, 1999, between PeoplePC and
Ingram Micro, Inc.
10.14+** Letter of Understanding, dated April 20, 2000, between PeoplePC and
Ingram Micro, Inc.
10.15+** Letter of Understanding, dated June 1, 2000, between PeoplePC and
Ingram Micro, Inc.
23.1+ Consent of PricewaterhouseCoopers LLP
23.2* Consent of Wilson Sonsini Goodrich & Rosati (included in Exhibit 5.1)
24.1 Power of Attorney (see signature page)
27.1+ Financial Data Schedule
</TABLE>
---------------------
* To be filed by amendment.
+ Previously filed.
** Confidential treatment requested.
