-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T39zXm8CQvvGwCJ5Qpa8Ca1sqBj65wOEDPbqumahSBvnDGyKGmbujqFlf4NLvcaJ 3vsENDYJolH8BlMqcZpHvg== 0000929624-99-002068.txt : 19991209 0000929624-99-002068.hdr.sgml : 19991209 ACCESSION NUMBER: 0000929624-99-002068 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EBAY INC CENTRAL INDEX KEY: 0001065088 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 770430924 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-88205 FILM NUMBER: 99770865 BUSINESS ADDRESS: STREET 1: 2125 HAMILTON AVENUE CITY: SAN JOSE STATE: CA ZIP: 95125 BUSINESS PHONE: 4085587400 MAIL ADDRESS: STREET 1: 2125 HAMILTON AVENUE CITY: SAN JOSE STATE: CA ZIP: 95125 424B3 1 PROSPECTUS SUPPLEMENT NO. 2 Filed Pursuant to Rule 424(b)(3) and (c) File Number 333-88205 PROSPECTUS SUPPLEMENT NO. 2 DATED December 8, 1999 to Prospectus Dated October 27, 1999 eBAY INC. 13,775,508 SHARES COMMON STOCK This prospectus supplement supplements the prospectus dated October 27, 1999 of eBay Inc. relating to the public offering, which is not being underwritten, and sale by selling stockholders described below, including donees, pledgees, transferees and other successors in interest that receive shares of our common stock as a gift, pledge, partnership distribution or other non-sale transfer, of 13,775,508 shares of our common stock that had been held by Benchmark Capital Partners, L.P. and Benchmark Founders' Fund, L.P. This prospectus supplement contains information on ownership of shares of our common stock following a pro rata distribution among the limited partners of these funds, which distribution took place on December 7, 1999. This prospectus supplement should be read in conjunction with the prospectus, and this prospectus supplement is qualified by reference to the prospectus except to the extent that the information provided by this prospectus supplement supersedes the information contained in the prospectus. SELLING STOCKHOLDERS The table on page 21 of the prospectus setting forth information concerning the selling stockholders is superseded by the following table:
Number of Number of Shares Shares Beneficially Beneficially Owned Prior to Owned After Offering(1) Shares Offering ----------------- Being --------------- Selling Stockholder Number Percent Offered Number Percent - ------------------- --------- ------- --------- ------- ------- Benchmark Capital Partners, L.P.(2)(3)....................... 7,622,408 5.9% 7,622,408 0 * Benchmark Founders' Fund, L.P.(2)(3)....................... 1,065,346 * 1,065,346 0 * David M. Beirne(4)................ 8,912,545 6.9% 8,819,654 92,891 * Bruce W. Dunlevie(5).............. 9,389,656 7.3% 8,949,311 440,345 * J. William Gurley(6).............. 8,714,525 6.8% 8,703,454 11,071 * Kevin R. Harvey(7)................ 9,246,365 7.2% 8,963,610 282,755 * Robert C. Kagle(8)................ 9,514,865 7.4% 8,963,610 551,255 * Andrew S. Rachleff(9)............. 9,165,511 7.1% 8,949,312 216,199 * Steven M. Spurlock(10)............ 8,692,441 6.7% 8,690,502 1,939 * The McMurtry Family Trust, Burton J. McMurtry Trustee.............. 162,129 * 94,994 67,135 * Merco Ventures II................. 155,360 * 90,983 64,377 * The Advisors--1994 Fund........... 97,954 * 57,338 40,616 * Charles Stewart Mott Foundation... 528,635 * 309,440 219,195 * The Trustees of The Cheyne Walk Trust............................ 310,962 * 182,024 128,938 * The Church Pension Fund........... 435,348 * 254,834 180,514 * Electronic Data Systems Corporation Retirement Plan and Trust........................ 155,481 * 91,012 64,469 *
Number of Number of Shares Shares Beneficially Beneficially Owned Prior to Owned After Offering(1) Shares Offering --------------- Being --------------- Selling Stockholder Number Percent Offered Number Percent - ------------------- ------- ------- ------- ------- ------- Evangelical Lutheran Church In America Board of Pensions.................... 136,823 * 80,090 56,733 * The Ford Foundation................... 528,635 * 309,440 219,195 * The William & Flora Hewlett Foundation........................... 310,962 * 182,024 128,938 * Master Trust Pursuant to the Hewlett- Packard Deferred Profit Sharing Plan and Supplemental Pension Plan........ 310,962 * 182,024 128,938 * HB-PGGM Fund I, L.P................... 155,481 * 91,012 64,469 * Horsley Bridge Fund III, L.P.......... 621,922 * 364,046 257,876 * Mellon Bank, N.A. as Trustee for the John S. and James L. Knight Foundation as Directed by the John S. and James L. Knight Foundation....... 248,770 * 145,619 103,151 * NationsBank of Texas as Trustee for Southwestern Bell Corp. Master Pension Trust........................ 46,645 * 27,304 19,341 * Pomona College........................ 124,385 * 72,810 51,575 * Residuary Trust Estate Under the Will of Frances C. Searle................. 111,946 * 65,528 46,418 * Residuary Trust Estate Under the Will of John G. Searle.................... 127,495 * 74,630 52,865 * Searle Trust Limited Partnership IX... 522,415 * 305,799 216,616 * State Universities Retirement System.. 96,399 * 56,428 39,971 * The Wellcome Trust Limited, as trustee of the Wellcome Trust................ 310,962 * 182,024 128,938 * Ziff Investors Partnership, L.P....... 104,172 * 60,978 43,194 * Various Assignees of Benchmark Capital Management Co., L.L.C., as a group... 327,289 * 190,698 136,591 * Various Limited Partners of Benchmark Founders' Fund, L.P. as a group...... 668,516 * 391,500 277,016 *
- -------- * Represents beneficial ownership of less than 1%. (1) Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 and generally includes voting or investment power with respect to securities. Applicable percentages are based on 129,102,654 shares of common stock as of September 26, 1999 and options and warrants to purchase 2,210,333 shares of common stock that are deemed to be outstanding as of September 26, 1999 because they are currently exercisable or are exercisable within 60 days of September 26, 1999. (2) Robert Kagle, a director of eBay, is a member of Benchmark Capital Management Co., L.L.C., the general partner of each of the Benchmark Funds. (3) Following registration of these shares, some or all of these shares may be distributed pro rata among the limited partners of the applicable Benchmark Fund. (4) Includes 224,791 shares held by Mr. Beirne. Also includes 7,622,408 shares held by Benchmark Capital Partners, L.P. and 1,065,346 shares owned by Benchmark Founders' Fund, L.P. Mr. Beirne is a managing member of Benchmark Capital Management Co., L.L.C., which is the general partner of each of Benchmark Capital Partners, L.P. and Benchmark Founders' Fund, L.P. Mr. Beirne disclaims beneficial ownership of the shares held by Benchmark Capital Partners, L.P. and Benchmark Founders' Fund, L.P. except to the extent of his pecuniary interest therein arising from his membership interest in Benchmark Capital Management Co., L.L.C. The address of Benchmark Capital Management Co., L.L.C. is 2480 Sand Hill Road, Suite 200, Menlo Park, CA 94025. (5) Includes 701,902 shares held by Mr. Dunlevie. Also includes 7,622,408 shares held by Benchmark Capital Partners, L.P. and 1,065,346 shares owned by Benchmark Founders' Fund, L.P. Mr. Dunlevie is a managing member of Benchmark Capital Management Co., L.L.C., which is the general partner of each of Benchmark Capital Partners, L.P. and Benchmark Founders' Fund, L.P. Mr. Dunlevie disclaims beneficial ownership of the shares held by Benchmark Capital Partners, L.P. and Benchmark Founders' Fund, L.P. except to the extent of his pecuniary interest therein arising from his membership interest in Benchmark Capital Management Co., L.L.C. (6) Includes 26,771 shares held by Mr. Gurley. Also includes 7,622,408 shares held by Benchmark Capital Partners, L.P. and 1,065,346 shares owned by Benchmark Founders' Fund, L.P. Mr. Gurley is a managing member of Benchmark Capital Management Co., L.L.C., which is the general partner of each of Benchmark Capital Partners, L.P. and Benchmark Founders' Fund, L.P. Mr. Gurley disclaims beneficial ownership of the shares held by Benchmark Capital Partners, L.P. and Benchmark Founders' Fund, L.P. except to the extent of his pecuniary interest therein arising from his membership interest in Benchmark Capital Management Co., L.L.C. (7) Includes 558,611 shares held by Mr. Harvey. Also includes 7,622,408 shares held by Benchmark Capital Partners, L.P. and 1,065,346 shares owned by Benchmark Founders' Fund, L.P. Mr. Harvey is a managing member of Benchmark Capital Management Co., L.L.C., which is the general partner of each of Benchmark Capital Partners, L.P. and Benchmark Founders' Fund, L.P. Mr. Harvey disclaims beneficial ownership of the shares held by Benchmark Capital Partners, L.P. and Benchmark Founders' Fund, L.P. except to the extent of his pecuniary interest therein arising from his membership interest in Benchmark Capital Management Co., L.L.C. (8) Includes 827,111 shares held by Mr. Kagle. Also includes 7,622,408 shares held by Benchmark Capital Partners, L.P. and 1,065,346 shares owned by Benchmark Founders' Fund, L.P. Mr. Kagle, a director of eBay Inc., is a managing member of Benchmark Capital Management Co., L.L.C., which is the general partner of each of Benchmark Capital Partners, L.P. and Benchmark Founders' Fund, L.P. Mr. Kagle disclaims beneficial ownership of the shares held by Benchmark Capital Partners, L.P. and Benchmark Founders' Fund, L.P. except to the extent of his pecuniary interest therein arising from his membership interest in Benchmark Capital Management Co., L.L.C. Includes shares held by Robert and Joanne Kagle Trust UAD 4/4/96. (9) Includes 477,757 shares held by Mr. Rachleff. Also includes 7,622,408 shares held by Benchmark Capital Partners, L.P. and 1,065,346 shares owned by Benchmark Founders' Fund, L.P. Mr. Rachleff is a managing member of Benchmark Capital Management Co., L.L.C., which is the general partner of each of Benchmark Capital Partners, L.P. and Benchmark Founders' Fund, L.P. Mr. Rachleff disclaims beneficial ownership of the shares held by Benchmark Capital Partners, L.P. and Benchmark Founders' Fund, L.P. except to the extent of his pecuniary interest therein arising from his membership interest in Benchmark Capital Management Co., L.L.C. Includes shares held by Andrew S. and Debra S. Rachleff as Trustees U/T/D 5/19/92. (10) Includes 4,687 shares held by Mr. Spurlock. Also includes 7,622,408 shares held by Benchmark Capital Partners, L.P. and 1,065,346 shares owned by Benchmark Founders' Fund, L.P. Mr. Spurlock is a managing member of Benchmark Capital Management Co., L.L.C., which is the general partner of each of Benchmark Capital Partners, L.P. and Benchmark Founders' Fund, L.P. Mr. Spurlock disclaims beneficial ownership of the shares held by Benchmark Capital Partners, L.P. and Benchmark Founders' Fund, L.P. except to the extent of his pecuniary interest therein arising from his membership interest in Benchmark Capital Management Co., L.L.C. -----END PRIVACY-ENHANCED MESSAGE-----