-----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, Vwih6dH3MxKCGdPcsRM78M7ewT/GRPx3xsPzQYWNffnKnNqsLDaF9Axw23nsFqwY 3+Hmc9cZpYmkD9z30sbhQw== 0001012870-98-002463.txt : 19981027 0001012870-98-002463.hdr.sgml : 19981027 ACCESSION NUMBER: 0001012870-98-002463 CONFORMED SUBMISSION TYPE: POS EX PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980924 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: EBAY INC CENTRAL INDEX KEY: 0001065088 STANDARD INDUSTRIAL CLASSIFICATION: 7389 IRS NUMBER: 770430924 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS EX SEC ACT: SEC FILE NUMBER: 333-59097 FILM NUMBER: 98713817 BUSINESS ADDRESS: STREET 1: 2005 HAMILTON AVE STREET 2: STE 350 CITY: SAN JOSE STATE: CA ZIP: 95125 MAIL ADDRESS: STREET 1: 2005 HAMILTON AVE STREET 2: STE 350 CITY: SAN JOSE STATE: CA ZIP: 95125 POS AM 1 POST-EFFECTIVE AMENDMENT #1 TO FORM S-1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 24, 1998 REGISTRATION NO. 333-59097 - - ------------------------------------------------------------------------------- - - ------------------------------------------------------------------------------- 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 --------------- EBAY INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 7389 77-0430924 (STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
--------------- 2005 HAMILTON AVENUE, SUITE 350 SAN JOSE, CALIFORNIA 95125 (408) 369-4830 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) --------------- GARY F. BENGIER CHIEF FINANCIAL OFFICER AND VICE PRESIDENT OPERATIONS 2005 HAMILTON AVENUE, SUITE 350 SAN JOSE, CALIFORNIA 95125 (408) 369-4830 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) --------------- COPIES TO: LAIRD H. SIMONS III, ESQ. WILLIAM H. HINMAN, JR., ESQ. MATTHEW P. QUILTER, ESQ. SHEARMAN & STERLING JEFFREY R. VETTER, ESQ. 555 CALIFORNIA STREET TYLER R. COZZENS, ESQ. SAN FRANCISCO, CALIFORNIA 94104 DOROTHY L. HINES, ESQ. (415) 616-1100 FENWICK & WEST LLP TWO PALO ALTO SQUARE PALO ALTO, CALIFORNIA 94306 (650) 494-0600 --------------- 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 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 statement number of the earlier effective registration statement for the same offering. [X] 333-59097 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 WHICH 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. - - ------------------------------------------------------------------------------- - - ------------------------------------------------------------------------------- PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) The following exhibits are filed herewith:
EXHIBIT NUMBER EXHIBIT TITLE ------- ------------- 1.01 Form of Underwriting Agreement.* 2.01 Agreement and Plan of Merger by and between eBay, Inc., a California corporation, and Registrant.* 2.02 Agreement and Plan of Merger and Reorganization among Registrant, Jump Acquisition Sub, Inc., Jump Incorporated and certain shareholders of Jump Incorporated dated as of June 30, 1998.* 3.01 Registrant's Certificate of Incorporation.* 3.02 Registrant's Certificate of Designation of Preferred Stock.* 3.03 Form of Registrant's Certificate of Amendment of Certificate of Incorporation.* 3.04 Form of Registrant's Amended and Restated Certificate of Incorporation to be effective upon the closing of this offering.* 3.05 Registrant's Bylaws.* 3.06 Form of Registrant's Amended and Restated Bylaws to be effective immediately upon the closing of this offering.* 3.07 Form of Certificate of Elimination of Series A, Series B and Series B1 Preferred Stock.* 4.01 Form of Specimen Certificate for Registrant's Common Stock.* 4.02 Investor Rights Agreement, dated June 20, 1997, between the Registrant and certain stockholders named therein.* 5.01 Opinion of Fenwick & West LLP regarding legality of the securities being registered.* 10.01 Form of Indemnity Agreement entered into by Registrant with each of its directors and executive officers.* 10.02 Registrant's 1996 Stock Option Plan and related documents.* 10.03 Registrant's 1997 Stock Option Plan and related documents.* 10.04 Registrant's 1998 Equity Incentive Plan and related documents.* 10.05 Registrant's 1998 Directors Stock Option Plan and related documents.* 10.06 Registrant's 1998 Employee Stock Purchase Plan.* 10.07 Office Lease between Connecticut General Life Insurance Company, a Connecticut corporation, and the Registrant dated September 30, 1996, as amended through March 1998.* 10.08 Sublease between Information Storage Devices, Inc., a California corporation, and Registrant dated August 4, 1997.* 10.09 Office Lease between Connecticut General Life Insurance Company, a Connecticut corporation, and the Registrant dated April 10, 1998, as amended June 9, 1998.* 10.10 Imperial Bank Starter Kit Loan and Security Agreement dated July 20, 1997 between Imperial Bank and Registrant.* 10.11 Intellectual Property Security Agreement dated July 20, 1997 between Imperial Bank and Registrant.* 10.12 Exodus Communications, Inc. Internet Services and Products Agreement and Co-Location Addendum effective as of May 1, 1997.* 10.13 License Agreement between Thunderstone Software and Registrant.*
II-1
EXHIBIT NUMBER EXHIBIT TITLE ------- ------------- 10.14 Employment Letter Agreement dated October 16, 1996 between Jeffrey Skoll and Registrant.* 10.15 Employment Letter Agreement dated December 9, 1996 between Michael Wilson and Registrant.* 10.16 Employment Letter Agreement dated August 8, 1997 between Steven Westly and Registrant.* 10.17 Employment Letter Agreement dated September 15, 1997 between Gary Bengier and Registrant.* 10.18 Employment Letter Agreement dated January 16, 1998 between Margaret C. Whitman and Registrant.* 10.19 Employment Letter Agreement dated August 14, 1998 between Brian T. Swette and Registrant.* 10.20 Employment Letter Agreement dated August 20, 1998 between Michael R. Jacobson and Registrant.* 21.01 List of Subsidiaries.* 23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).* 23.02 Consent of PricewaterhouseCoopers LLP, independent accountants.* 24.01 Power of Attorney.* 27.01 Financial Data Schedule.
- - -------- * Previously filed. (B) FINANCIAL STATEMENT SCHEDULES. No financial statement schedules are provided because the information called for is not required or is shown either in the consolidated financial statements or the notes thereto. II-2 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE REGISTRANT HAS DULY CAUSED THIS AMENDMENT TO REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF SAN JOSE, STATE OF CALIFORNIA, ON THE 23RD DAY OF SEPTEMBER, 1998. eBay Inc. By: /s/ Margaret C. Whitman _________________________________ MARGARET C. WHITMAN PRESIDENT AND CHIEF EXECUTIVE OFFICER PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS AMENDMENT TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED. SIGNATURES TITLE DATE PRINCIPAL EXECUTIVE OFFICER: /s/ Margaret C. Whitman President and Chief September 23, 1998 - - ------------------------------------- Executive Officer MARGARET C. WHITMAN PRINCIPAL FINANCIAL OFFICER AND PRINCIPAL ACCOUNTING OFFICER: /s/ Gary F. Bengier Chief Financial September 23, 1998 - - ------------------------------------- Officer and Vice GARY F. BENGIER President Operations ADDITIONAL DIRECTORS: Pierre M. Omidyar* Director September 23, 1998 - - ------------------------------------- PIERRE M. OMIDYAR Scott D. Cook* Director September 23, 1998 - - ------------------------------------- SCOTT D. COOK Robert C. Kagle* Director September 23, 1998 - - ------------------------------------- ROBERT C. KAGLE Howard D. Schultz* Director September 23, 1998 - - ------------------------------------- HOWARD D. SCHULTZ /s/ Gary F. Bengier * By_________________________________ ATTORNEY-IN-FACT GARY F. BENGIER
II-3 EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT TITLE ------- ------------- 1.01 Form of Underwriting Agreement.* 2.01 Agreement and Plan of Merger by and between eBay, Inc., a California corporation, and Registrant.* 2.02 Agreement and Plan of Merger and Reorganization among Registrant, Jump Acquisition Sub, Inc., Jump Incorporated and certain shareholders of Jump Incorporated dated as of June 30, 1998.* 3.01 Registrant's Certificate of Incorporation.* 3.02 Registrant's Certificate of Designation of Preferred Stock.* 3.03 Form of Registrant's Certificate of Amendment of Certificate of Incorporation.* 3.04 Form of Registrant's Amended and Restated Certificate of Incorporation to be effective upon the closing of this offering.* 3.05 Registrant's Bylaws.* 3.06 Form of Registrant's Amended and Restated Bylaws to be effective immediately upon the closing of this offering.* 3.07 Form of Certificate of Elimination of Series A, Series B and Series B1 Preferred Stock.* 4.01 Form of Specimen Certificate for Registrant's Common Stock.* 4.02 Investor Rights Agreement, dated June 20, 1997, between the Registrant and certain stockholders named therein.* 5.01 Opinion of Fenwick & West LLP regarding legality of the securities being registered.* 10.01 Form of Indemnity Agreement entered into by Registrant with each of its directors and executive officers.* 10.02 Registrant's 1996 Stock Option Plan and related documents.* 10.03 Registrant's 1997 Stock Option Plan and related documents.* 10.04 Registrant's 1998 Equity Incentive Plan and related documents.* 10.05 Registrant's 1998 Directors Stock Option Plan and related documents.* 10.06 Registrant's 1998 Employee Stock Purchase Plan.* 10.07 Office Lease between Connecticut General Life Insurance Company, a Connecticut corporation, and the Registrant dated September 30, 1996, as amended through March 1998.* 10.08 Sublease between Information Storage Devices, Inc., a California corporation, and Registrant dated August 4, 1997.* 10.09 Office Lease between Connecticut General Life Insurance Company, a Connecticut corporation, and the Registrant dated April 10, 1998, as amended June 9, 1998.* 10.10 Imperial Bank Starter Kit Loan and Security Agreement dated July 20, 1997 between Imperial Bank and Registrant.* 10.11 Intellectual Property Security Agreement dated July 20, 1997 between Imperial Bank and Registrant.* 10.12 Exodus Communications, Inc. Internet Services and Products Agreement and Co-Location Addendum effective as of May 1, 1997.* 10.13 License Agreement between Thunderstone Software and Registrant.* 10.14 Employment Letter Agreement dated October 16, 1996 between Jeffrey Skoll and Registrant.* 10.15 Employment Letter Agreement dated December 9, 1996 between Michael Wilson and Registrant.* 10.16 Employment Letter Agreement dated August 8, 1997 between Steven Westly and Registrant.* 10.17 Employment Letter Agreement dated September 15, 1997 between Gary Bengier and Registrant.* 10.18 Employment Letter Agreement dated January 16, 1998 between Margaret C. Whitman and Registrant.* 10.19 Employment Letter Agreement dated August 14, 1998 between Brian T. Swette and Registrant.* 10.20 Employment Letter Agreement dated August 20, 1998 between Michael R. Jacobson and Registrant.* 21.01 List of Subsidiaries.* 23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).* 23.02 Consent of PricewaterhouseCoopers LLP, independent accountants.* 24.01 Power of Attorney.* 27.01 Financial Data Schedule.
- - ------- * Previously filed. EX-27.01 2 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from eBay Inc.'s consolidated financial statements for the years ended December 31, 1996 and 1997, and for the six months ended June 30, 1997 and 1998 included in its Prospectus, and is qualified in its entirety by reference to such financial statements. 1,000 US DOLLARS YEAR YEAR 6-MOS 6-MOS DEC-31-1996 DEC-31-1997 DEC-31-1997 DEC-31-1998 JAN-01-1996 JAN-01-1997 JAN-01-1997 JAN-01-1998 DEC-31-1996 DEC-31-1997 JUN-30-1997 JUN-30-1998 1 1 1 1 103 3,723 3,724 10,716 0 0 0 0 184 1,385 539 4,482 (18) (361) (102) (1,636) 0 0 0 0 285 4,967 4,186 14,015 25 728 128 4,048 (2) (76) (13) (464) 308 5,619 4,301 19,815 91 1,124 571 5,212 0 0 0 0 0 3,018 2,972 5,157 4 4 4 4 20 20 20 27 138 991 624 9,091 308 5,619 4,301 19,815 0 0 0 0 372 5,744 1,658 14,922 0 0 0 0 14 746 160 1,736 105 3,511 654 10,495 0 0 0 0 0 3 2 25 254 1,543 848 2,767 106 669 362 2,552 148 874 486 215 0 0 0 0 0 0 0 0 0 0 0 0 148 874 486 215 0.07 0.11 0.08 0.02 0.01 0.03 0.02 0.01
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