SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Egghead.com, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
282330109
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(CUSIP Number)
Gregory J. Boudreau
22705 East Mission Avenue
Liberty Lake, Washington 99019
(509) 922-7031
(Name, Address and Telephone Number)
of Person Authorized to Receive
Notices and Communications)
With a copy to:
Nancy P. Hinnen, Esq.
Tonkon Torp LLP
1600 Pioneer Tower
888 S.W. Fifth Avenue
Portland, Oregon 97204
(503) 802-2046
February 9, 1998-November 11, 1998
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(Date of Event Which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
<PAGE>
CUSIP No. 282330109
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Gregory J. Boudreau
###-##-####
2. Check the appropriate box if a member of a group (a) / /
(See Instructions) (b) / /
3. SEC USE ONLY
4. Source of Funds (See Instructions)
N/A
5. Check box if disclosure of legal proceedings is required pursuant
to Items 2(d) or 2(e) / /
6. Citizenship or place of organization
United States
7. Sole Voting Power
955,824
8. Shared Voting Power
64,131*
9. Sole Dispositive Power
955,824
10. Shared Dispositive Power
64,131*
11. Aggregate amount beneficially owned by each reporting person
<PAGE>
1,019,955
12. Check box if the aggregate amount in row (11) excludes certain shares
(See Instructions) / /
13. Percent of class represented by amount in row (11)
4.2%**
14. Type of Reporting Person
IN
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* Includes 64,131 shares transferred by Mr. Boudreau to trusts, the
beneficiaries of which are Mr. Boudreau's children. Mr. Boudreau disclaims
beneficial ownership of such 64,131 shares.
** Percentage is based upon 24,395,044 shares outstanding as of October 24,
1998.
<PAGE>
This Amendment No. 1 to the Schedule 13D dated August 22, 1997 is filed to
amend and restate in its entirety such Schedule 13D as follows:
Item 1. Security and Issuer.
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Title of Class:
Common Stock, par value $0.01 per share
Name and Address of Principal Executive Offices of Issuer:
Egghead.com, Inc.
22705 East Mission Avenue
Liberty Lake, Washington 99019
Item 2. Identity and Background
- --------------------------------
The reporting person is Gregory J. Boudreau, a citizen of the
United States of America. The business address of Mr. Boudreau is c/o
Egghead.com, Inc., 22705 East Mission Avenue, Liberty Lake, Washington 99019.
Mr. Boudreau is currently a director of Egghead.com, Inc.
During the last five years, the reporting person has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or a party to any civil proceeding of a judicial or administrative
body of competent jurisdiction or, as a result of such proceeding, been
subjected to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
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N/A
Item 4. Purpose of Transaction
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The purpose of the transactions disclosed herein was to reduce
Mr. Boudreau's ownership of the Issuer's securities. Before the sales
transactions described in Item 5(c), Mr. Boudreau owned 1,799,955 shares of
Common Stock of the Issuer, or approximately 7.4% of the outstanding shares of
Common Stock. As of the date of filing of this Schedule 13D, Mr. Boudreau owns
approximately 4.2% of the common stock of the Issuer.
<PAGE>
Item 5. Interests in Securities of Issuer
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(a) Aggregate number of shares of Common Stock of the Issuer beneficially
owned as of date of filing of this Schedule 13D: 1,019,955 shares.
(b) Sole voting power: 955,824 shares
Sole dispositive power: 955,824 shares
Shared voting power: 64,131 shares
Shared dispositive power: 64,131 shares
With respect to the 64,131 shares for which Mr. Boudreau shares voting
and dispositive power, Mr. Boudreau has transferred such shares to
trusts the beneficiaries of which are Mr. Boudreau's minor children.
With respect to the information required by Item 2 for Mr. Boudreau's
children, the responses given above in Item 2 for Mr. Boudreau are
equally applicable to his children, except that they are students and
therefore not employed.
(c) Mr. Boudreau effected the following open-market sales transactions on
the Nasdaq National Market System, as a result of which he became the
beneficial owner of less than five percent (5%) of the Issuer's
outstanding Common Stock:
<TABLE>
<CAPTION>
DATE NUMBER OF SHARES PRICE PER SHARE AGGREGATE PROCEEDS
- ---- --------------- --------------- ------------------
SOLD
<S> <C> <C> <C>
02/09/98 200,000 $ 7.06 $ 1,412,500
08/11/98 80,000 13.26 1,060,624
08/12/98 20,000 13.69 273,750
08/12/98 20,000 13.63 272,500
08/12/98 30,000 13.63 408,750
08/12/98 15,000 13.38 200,625
08/12/98 20,000 13.38 267,500
08/12/98 20,000 13.38 267,500
08/12/98 30,000 13.38 401,250
08/13/98 10,000 12.88 128,750
08/13/98 10,000 12.88 128,750
08/13/98 20,000 12.88 257,500
08/13/98 45,000 12.44 559,688
11/11/98 45,000 14.45 650,250
11/11/98* 20,000 15.06 301,250
11/11/98* 20,000 15.06 301,250
11/11/98* 20,000 15.06 301,250
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</TABLE>
* Sale of childrens' shares.
<PAGE>
As indicated in subsection (e) below, Mr. Boudreau ceased to be the
beneficial owner of five percent (5%) or more of the common stock of
the Issuer on November 11, 1998.
(d) Not applicable.
(e) Mr. Boudreau ceased to be the beneficial owner of more than five
percent of the outstanding shares of the Issuer's common stock on
November 11, 1998.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
- --------------------------------------------------------------------------------
to Securities of the Issuer
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Ten percent (10%) of the shares of the Common Stock of the
Issuer (the "Holdback Shares") issued to Mr. Boudreau pursuant to a merger (the
"Merger") between a wholly-owned subsidiary of the Issuer and Surplus Software,
Inc. ("Surplus Software") pursuant to the terms of a Merger Agreement dated
April 30, 1997 and amended as of May 23, 1997, by and among Egghead, Inc., North
Face Merger Sub, Inc., Surplus Software and certain shareholders of Surplus
Software (the "Merger Agreement") have been pledged to, and will be held by, the
Issuer for a period ending August 14, 1998, in order to satisfy any claims by
the Issuer for indemnification under the Merger Agreement. Prior to the
expiration date, certain claims were made by Egghead against the Holdback
Shares. Certain claims have been made by Egghead against the Holdback Shares,
which claims are unresolved as of the date of this Schedule 13D.
Item 7. Material to be Filed as Exhibits
2.1 Merger Agreement (incorporated herein by reference to
Exhibit 2.1 to Egghead, Inc.'s Registration Statement
on Form S-4, File No. 333-21251, as filed with the
SEC on July 14, 1997)
99.2 Letter Agreement dated May 23, 1997 between Egghead,
Inc. and Gregory J. Boudreau (incorporated herein by
reference to Exhibit 99.2 to Schedule 13D filed with
the SEC on August 22, 1997)
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
DATED: November 30, 1998 By: /s/ Gregory J. Boudreau
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Gregory J. Boudreau
