-----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, EA3XBFGQfFEA+wqO+Uirm5Utk2mqHaKn3Dd2HgcX6Pkf0mK7Agh1BrVXh7nPEZoN 07LuYL0baGXQnCTuo3CyAA== 0001005477-99-004471.txt : 19990927 0001005477-99-004471.hdr.sgml : 19990927 ACCESSION NUMBER: 0001005477-99-004471 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990924 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CYBERSHOP INTERNATIONAL INC CENTRAL INDEX KEY: 0001051591 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 133977922 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-75507 FILM NUMBER: 99716940 BUSINESS ADDRESS: STREET 1: 116 NEWARK AVENUE CITY: JERSEY CITY STATE: NJ ZIP: 07302 BUSINESS PHONE: 2125323553 MAIL ADDRESS: STREET 1: 116 NEWARK AVENUE CITY: JERSEY CITY STATE: NJ ZIP: 07302 POS AM 1 POST EFFECTIVE AMENDMENT NO. 1 As filed with the Securities and Exchange Commission on September 24, 1999. Registration No.333-75507 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- CYBERSHOP.COM, INC. (formerly known as Cybershop International, Inc.) (Exact name of registrant as specified in its charter) Delaware 13-3979226 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 116 Newark Avenue Jersey City, New Jersey 07302 (201) 234-5000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Jeffrey S. Tauber, Chairman and Chief Executive Officer Cybershop.com, Inc. 116 Newark Avenue Jersey City, New Jersey 07302 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: Walter M. Epstein, Esq. Davis & Gilbert LLP 1740 Broadway New York, New York 10019 (212) 468-4800 ----------------------- Approximate date of commencement of proposed sale to the public: On such date as the selling stockholders shall elect to commence sales to the public following the effective date of this registration statement. |_| If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. |_| 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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. |X| 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 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 delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. |_| CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------- Title of each class of Proposed Maximum Amount of securities to be Amount to be Maximum Offering Aggregate Registration registered registered Price per Share (1) Offering Price Fee - ----------------------------------------------------------------------------------------- Common Stock, par value $.001 per share 465,450 shares 6.8125 $3,170,878 $1,093 - -----------------------------------------------------------------------------------------
(1) Based on the average of the high and low sale prices of the Common Stock reported on the Nasdaq National Market on September 23, 1999 of 6.8125 per share, solely for the purpose of calculating the registration fee pursuant to Rule 457(c). A filing fee of $1,950 was previously paid. Accordingly, no filing fee is due. 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. Prospectus Cybershop.com, Inc. Common Stock 465,450 Shares This is an offering of 465,450 shares by selling stockholders. We will not receive any of the sale proceeds. Our shares currently trade on the Nasdaq National Market (Trading Symbol: Nasdaq National Market - CYSP). On September 13, 1999 the last sale price was $7.25 per share. Investing in the company involves a high degree of risk. You should purchase shares only if you can afford a complete loss. You should carefully read and review this prospectus including the "Risk Factors" beginning on page 4 before deciding whether to buy shares in this offering. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Prospectus dated September 24, 1999. Principal Executive Cybershop.com, Inc. Offices: 116 Newark Avenue Jersey City, New Jersey 07302 (201) 234-5000 There follows a summary of important information on our business. Our Business: We are a leading online retailer of discounted, or "off-price," quality brand-name apparel, electronics, appliances and home accessories, toys and games, gifts, and watches at our on-line stores located at cybershop.com and electronics.net and through our newly acquired store toolsforliving.com, which will be integrated into our cybershop.com store later this year. All of the products sold by us are manufactured by others. cybershop.com Our flagship online store, accessed at cybershop.com, sells well-known brand name apparel, home accessories and toys at deep discounts of between 20% to 80%. Our site provides high quality color pictures and detailed information and recommendations that are conveniently organized by brand and category. Shoppers can search and browse throughout the store and place selected merchandise in a virtual shopping cart that facilitates the process of collecting items, subtotaling purchases before reaching the purchase decision and having them shipped within 24 hours of purchasing. electronics.net On June 14, 1998, we entered into a joint venture to develop a new online store with TOPS Appliance City, Inc., a retailer of electronic merchandise, appliances and computers. The online store, electronics.net was launched in October 1998 and offers a wide selection of brand name electronic merchandise, including television and video equipment, home and car audio equipment, home appliances, home office equipment and related accessories. The joint venture is intended to combine our online retail expertise with TOPS' shipping and supply capabilities. Shoppers can research on the site the thousands of items offered, place selected items in a virtual shopping cart, purchase the items and have them shipped within 24 hours of purchasing. toolsforliving.com On June 7, 1999, we acquired The Magellan Group, Inc. a direct to consumer marketer of high quality merchandise in the personal care, health and home accessories categories, which merchandise is promoted on our toolsforliving.com website and through print media campaigns in national consumer magazines which direct our customers to our web site or to order over the phone. Strategic Alliances: We have pursued and continue to pursue strategic alliances in order to generate more visitors to our online stores through referrals from other 2 websites. Our largest alliances are with Yahoo!, Microsoft's MSN.com, and GO2Net. We also have agreements with Inktomi, CompareNet, Amazon.com, Pricebreak, Y-Path and My Simon. We use many online and offline marketing techniques to increase brand awareness and site traffic. Our offline print media advertising includes advertising on Time, Fortune, TV Guide, USA Today, People, New York Times and Parade. We continue to seek strategic partnerships that better utilize the Internet and technology to generate more visits to our online stores with higher order conversion rates. Most recently, we have developed alliances with online search engines focused on shopping comparisons where we have built interfaces between our product databases and the shopping engines, allowing our products to be listed and compared with other products on these shopping engines. We regularly evaluate the return on investment on dollars spent by us on strategic alliances versus increased customer traffic and revenues. We intend to negotiate additional marketing arrangements with other leading internet search engines, shopping guides and online communities. We believe that these strategic alliances will increase the volume of our shoppers and enhance our brand recognition. We are also interested in developing joint ventures with partners who can help us to enter new markets and offer new products. Based on our traditional merchandising background combined with our experience as online merchants, we believe we are well positioned to partner with other traditional brick and mortar retailers to build an online presence. Our joint venture with TOPs, electronics.net, is an example where we joined our expertise in online commerce with the existing operations capacity of a traditional consumer electronics retailer seeking to sell its products online. With considerable experience in traditional and online retailing, our management team has developed a core knowledge in Internet technology and online merchandising. We have, and intend to leverage this knowledge base as well as its infrastructure to build partnerships with successful and high quality traditional retailers. RISK FACTORS You should consider the following risk factors before deciding to invest in our company. We have a limited operating We began offering products for sale on our history. website in September 1995 and are still in the early stages of development. Accordingly, we have a relatively short operating history upon which you can evaluate our business and prospects. We have had significant We have incurred significant losses since we losses and anticipate further began doing business. As of June 30, 1999, we significant losses. have had cumulative losses of $14.7 million, including a net loss of approximately $7.9 million for the fiscal year ended December 31, 1998 and a net loss of approximately $3.7 million for the six months ended June 30, 1999. We believe that we will continue to incur significant losses for the foreseeable future and these losses may be higher than our current losses. 3 We recently refocused our We recently refocused the merchandising strategy merchandising strategy and on our main website, cybershop.com, in order to there can be no assurance target the outlet store and off-price market that it will be successful. sector. We don't know whether this refocused marketing strategy will be successful. A significant percentage of The opportunistic nature of our merchandising our revenues may at times be strategy can create opportunities to buy and sell attributed to the sale of one large volumes of a particular product or or a few products. products. Accordingly, a significant percentage of our revenues may at times be attributed to the sale of one or a few products. Competition is intense in the The online retail business is new, rapidly online retail business. There evolving and intensely competitive. We don't know can be no assurance that we whether we will be able to compete successfully. will be able to compete Barriers to entry into the online retail business successfully. are minimal. Our current and potential competition includes traditional retailers and non-traditional retailers (such as television retail and mail order) as well as other online retailers. Our success as an online retailer depends upon our ability to attract customers to our websites. This requires significant expenditure on promotion and advertising costs. Many of our current and potential competitors have longer operating histories, larger customer bases, greater brand recognition and significantly greater financial, marketing and other resources than we have. They may be able to secure merchandise from suppliers on more favorable terms, and may be able to devote greater resources to marketing and promotional campaigns, and adopt more aggressive pricing or inventory availability policies. They can also devote substantially more resources to website and systems development than we can. We also expect to experience increased competition from on-line commerce sites that provide goods and services at or near cost, relying on advertising revenues to achieve profitability. As the on-line commerce market continues to grow, other companies may enter into business combinations or alliances that strengthen their competitive positions. Competition in the internet and online commerce market probably will intensify. As various internet market segments attain larger, loyal customer bases, participants in those segments may use their market power to expand into other markets. Our inability to enter into Our ability to generate revenues from online new strategic alliances or to commerce depends, among other things, upon the maintain our existing increased store traffic in our online stores, strategic alliances could that we generate through our strategic alliances. harm our business. We can't be sure that our existing relationships will be extended beyond their initial terms or whether the financial or other terms of any extensions will be favorable. We also don't know if additional strategic alliances will be available to us on acceptable commercial terms. Our inability to enter into new strategic alliances or to maintain our existing strategic alliances could harm our business. 4 We will need additional funds We believe that our current cash and cash to maintain our operations at equivalents on hand and funds that may be existing levels for the generated from operations will not be sufficient remainder for the year. There to finance our continuing operations for the can be no assurance that remainder of the year. We have for some time such financing will be been seeking to raise additional financing available. through a private placement of shares but have been unsuccessful so far. Adequate funds on terms acceptable to us may not be available to us. Our inability to obtain sufficient funds from operations and external sources would hurt our business. We do not manufacture any of We do not manufacture any merchandise. the merchandise which we Manufacturers and distributors supply our online sell. We are dependent on our stores and our direct-to-consumer marketing relationships with our business. Our current suppliers may decide not suppliers. Loss of these to sell to us on our current terms. We may not be relationships could harm our able to establish new supplier relationships. A business. change of terms or the loss of existing supplier relationships could hurt our business. Our online revenues and Our future online revenues and profits are profits are dependent on the strongly dependent on the widespread acceptance continuous growth of online and use of the Internet by consumers. We don't commerce. know if acceptance and use will continue to develop or that a sufficiently broad base of consumers will use the Internet to shop. The commercial use of the Internet depends on improvements in ease of access, security, reliability, cost and quality of service. Security breaches would hurt We license technology from third parties to our business. provide security for customers. Security breaches could damage our reputation and expose our business to customer claims. Restrictive laws and Due to the increasing popularity and use of the regulations would result in Internet, it is possible that laws and additional costs for our regulations may be adopted in the future with business. respect to Internet use covering issues such as user privacy, pricing, content, copyrights, distribution and quality of products and services. New laws and regulations will probably make it more expensive for us to operate. We may be sued with respect Claims may be made against us for negligence, to information retrieved from copyright or trademark infringement based on the Internet. To the extent material downloaded from our websites. Our these lawsuits are not insurance may not adequately cover these covered by insurance they potential claims and the costs incurred in could, if decided against us, defending against these claims. harm our business. We cannot guarantee that our We cannot guarantee that our systems will be Year systems will be Year 2000 2000 compliant or that the Year 2000 problem will compliant or that the Year not hurt our business. We have been working with 2000 problem will not our significant suppliers and service providers adversely affect our business. to identify and resolve Year 2000 issues. Any failure of their systems could disrupt our systems. Computers used by our customers to access our online stores may not be Year 2000 compliant, delaying our customers' purchases of our products. Systems interruptions will Customer access to our web sites directly affects harm our business. the volume of our orders and our revenues. We may experience system interruptions that make our websites temporarily inaccessible or prevent us from efficiently fulfilling orders. Our systems and operations could be damaged by fire, flood, power loss, telecommunications failure, break-ins, earthquake and similar events. We do not have back-up systems or a formal disaster recovery 5 plan and we may not carry sufficient business interruption insurance to compensate us for losses from a major interruption. Our servers are vulnerable to computer viruses, physical or electronic break-ins and similar disruptions, which could lead to additional interruption and disruptions in our business. We rely on transaction processing systems operated by Yahoo! to receive and fulfill orders. Disruptions or failures in the Yahoo! transaction processing system would harm our business. We may be unable to prevent Regulations governing domain names may not third parties from acquiring protect our servicemarks and similar proprietary domain names that are similar rights. We may be unable to prevent third parties to or infringe on our service from acquiring domain names that are similar to, marks. infringe upon or diminish the value of, our servicemarks and other proprietary rights. We may not be able to protect We have registered the service mark Cybershop(R) our service marks or our in the United States and have applied for proprietary rights. registration for other service marks. Competitors may adopt product or service names similar to our service marks, thereby hurting our ability to build brand identity. We may not be able to secure significant protection for these service marks. We usually have agreements containing confidentiality and non-disclosure provisions with our employees and consultants covering access to and distribution of our software, documentation and other proprietary information. These agreements may not prevent theft or misuse. Third parties may copy or use our software or other proprietary information without permission. It is difficult for us to prevent unauthorized use. We do not collect sales taxes We do not collect sales or other similar taxes for shipments into most for shipments of merchandise into states other states. Imposition of sales than shipments into New Jersey, Missouri and taxes could harm our business. Connecticut. Such taxes may be imposed in the future. However, the Federal government or one or more states may seek to impose sales tax collection obligations on out-of-state companies, such as us, which engage in online commerce. A successful assertion that we should collect sales or other taxes on the sale of merchandise into such states could harm our business. We have never paid dividends We have never declared or paid a cash dividend and we do not expect to have available cash with which to pay cash dividends in the foreseeable future. Issuance of authorized We have authorized 5,000,000 shares of preferred stock in the future preferred stock which may be issued by the may prevent a change of Board. Issuance of such preferred stock could control, making the company delay, deter or prevent a change in control, less attractive as an making the company less attractive as an acquisition candidate. acquisition candidate. 6 Special Note Regarding Forward-looking Statements Some of the statements contained in this prospectus, including information incorporated by reference, discuss future expectations, contain projections of future results of operations or financial condition or provide other "forward-looking" information. Those statements are subject to known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from those contemplated by the statements. The forward-looking information is based on various factors and was derived using numerous assumptions. Important factors that may cause actual results to differ from projections include the risk factors set forth above. WE HAVE INCORPORATED INFORMATION BY REFERENCE TO OUR OTHER SEC FILINGS; YOU CAN OBTAIN MORE INFORMATION FROM US OR FROM THE SEC The SEC allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information to you by referring to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the Commission will automatically update and supersede this information. We incorporate by reference the following documents filed by us with the SEC: o Our Annual Report on Form 10-K for the year ended December 31, 1998 filed with the SEC on March 19, 1999; o Our Quarterly Report on Form 10-Q for the quarter ended March 31, 1999 filed with the SEC on May 17, 1999; o Our Quarterly Report on From 10-Q for the quarter ended June 30, 1999 filed with the SEC on August 13, 1999; o All other reports and other documents filed by us pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, or the Exchange Act, since December 31, 1998; o Our registration statement on Form 8-A filed on March 11, 1998 registering the common stock under Section 12(g) of the Exchange Act; and o All documents and reports subsequently filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and prior to the filing of a post-effective amendment which indicates that all securities which may be offered hereby have been sold or which deregisters all securities then remaining unsold. At your request, we will provide you, without charge, with a copy of any information incorporated by reference in this prospectus. If you want more information, write or call us at: Cybershop.com, Inc. 116 Newark Avenue Jersey City, New Jersey 07302 (201) 234-5000 Attn: Steven Del Vecchia We have filed a registration statement which includes this prospectus covering this offering with the Securities and Exchange Commission ("SEC"). This prospectus does not contain all the information included in the registration statement. You can request a copy of the registration statement and the exhibits from us to get a 7 more complete description of our company and this offering. We have provided our address and telephone number above if you wish to obtain free copies of the registration statement and exhibits. We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information we file at the SEC's public reference room in Washington D.C., New York, New York and Chicago, Illinois. You can also request copies of these documents, upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. Our SEC filings are also available to the public on the SEC Internet site at http\\www.sec.gov. The registration statement, of which this prospectus forms a part, including all exhibits, has been filed in electronic form with the SEC through EDGAR. SELLING STOCKHOLDERS The following table sets forth the number of shares of common stock o currently beneficially owned by each selling stockholder, o the number of shares owned by each of them included in this prospectus, and o the amount and percentage of shares to be owned by each selling stockholder after the sale of all of the shares offered by this prospectus. Except with respect to Big Wave NV, Ian S. Phillips, Howard Kuntz, III and Ed Mufson, the number of shares indicated comprises of shares of common stock issuable upon exercise of currently exercisable warrants issued to the underwriters in connection with our initial public offering. The list of selling stockholders includes Ian S. Phillips, a director of the company, Howard Kuntz, III, and Ed Mufson, both employess of the company and C.E. Unterberg Towbin and Fahnestock & Co., Inc., the underwriters of our initial public offering. Robert Matluck, a director, is currently a Managing Director of C.E. Unterberg, Towbin. Except for the underwriters and Messrs. Phillips, Kuntz, Mufson and Matluck, none of the selling stockholders has had any position, office or other material relationship with the company within the past three years other than as a result of the ownership of shares or other securities of the company. The information included below is based on information provided by the selling stockholders. The table has been prepared on the assumption that all shares of common stock offered hereby will be sold and is based on 8,612,062 shares of common stock outstanding on September 13, 1999.
Shares Percentage of Shares Owned After Shares Owned Name Beneficially Owned Shares Offered Offering After Offering - ---- ------------------ -------------- -------- -------------- Big Wave NV 60,450 60,450 0 0 C. E. Unterberg, Towbin 138,000 138,000 0 0 Fahnestock & Co. Inc. 53,220 53,220 0 0 Henry P. Williams 15,050 15,050 0 0 Roger D. Elsas 8,960 8,960 0 0 Philip W. Ho 7,000 7,000 0 0 William R. Armstrong, Jr. 3,500 3,500 0 0 Frank Colen 2,870 2,870 0 0 Yvonne K. Furrer 700 700 0 0 Kathy Wilson 700 700 0 0 Ian S. Phillips 510,000 76,500 433,500 5.0% Howard Kuntz III 490,000 73,500 416,500 4.8% Ed Mufson 250,000 25,000 225,000 2.6%
8 PLAN OF DISTRIBUTION The shares are being registered in order to facilitate their sale from time to time by the selling stockholder, or by his transferees or other successors, as market conditions may permit. The selling stockholder has not entered into any underwriting arrangements. We are unable to predict when, if at all, the selling stockholder will sell the shares, as sales will be made solely at his discretion. The sale of shares by the selling stockholder and/or his transferees or other successors in interest, may be effected in one or more transactions that may take place on the Nasdaq SCM, the over-the-counter market, privately negotiated transactions or through sales to one or more dealers for resale of the shares as principals, or a combination of such methods of sale, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The shares may be sold by one or more of the following methods: o a block trade in which a broker or dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; o purchases by a broker or dealer as principal and resale by such broker or dealer for its account; o ordinary brokerage transactions and transactions in which the broker solicits purchasers; and o face-to-face transactions between sellers and purchasers without a broker-dealer. In effecting sales, brokers or dealers engaged by the selling stockholder may arrange for other brokers or dealers to participate. They may receive commissions or discounts from the selling stockholder in amounts to be negotiated immediately prior to the sale. The selling stockholder and brokers and dealers engaged by him and any other participating brokers or dealers may be deemed to be "underwriters" within the meaning of the Securities Act, in connection with such sales. We have agreed to pay the filing fees, costs and expenses associated with the registration statement exclusive of fees of counsel to the selling stockholder, but inclusive of fees relating to compliance with any state blue sky requirements, commissions and discounts of underwriters, dealers or agents, if any, and any stock transfer taxes. We have agreed to indemnify the selling stockholder, or his transferees or assignees against certain liabilities, including liabilities under the Securities Act. DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES Section 145 of the General Corporation Law of Delaware grants each Delaware corporation the power to indemnify its officers, directors, employees and agents against liabilities arising out of any action or proceeding to which any of them is a party by reason of being such officer, director, employee or agent. Our certificate of incorporation provides for the indemnification of the company's officers, directors, employees and agents, to the fullest extent permitted by the General Corporation Law of Delaware. Insofar as indemnification for liabilities arising under the Securities Act, may be permitted to directors, officers or persons controlling the company pursuant to the provisions of Delaware law and our certificate of incorporation, we have been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. 9 LEGAL MATTERS The validity of the shares being offered in this prospectus is being passed upon for us by Davis & Gilbert LLP, 1740 Broadway, New York, New York, 10019. EXPERTS The consolidated financial statements and schedule incorporated by reference in this prospectus and elsewhere in the registration statement have been audited by Arthur Andersen LLP, independent public accountants. They have authorized us to include the foregoing in this prospectus. 10 ================================================================================ Until ______________, all dealers that effect transactions in these securities may be required to deliver a prospectus. We have not authorized any person to give any information or to make any representations other than those contained in this prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus as if we had authorized it. If any person does make a statement that differs from what is in this prospectus, you should not rely on it. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the securities to which they relate nor does this prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any state or other jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. The information contained in this prospectus is accurate as of the date of its cover. When we deliver this prospectus or make a sale pursuant to this prospectus, we are not implying that the information is current as of the date of the delivery of the sale. ---------------------------- TABLE OF CONTENTS Page Prospectus Summary ........................................................ 2 Risk Factors .............................................................. 3 Selling Stockholders ...................................................... 8 Plan of Distribution ...................................................... 9 Disclosure of Commission Position on Indemnification For Securities Act Liabilities .............................................................. 9 Legal Matters ............................................................. 10 Experts ................................................................... 10 ================================================================================ 465,450 Shares CYBERSHOP.COM, INC. Common Stock _______________ PROSPECTUS _______________ September 24, 1999 ================================================================================ INFORMATION NOT REQUIRED IN THE PROSPECTUS The company will bear no expenses in connection with any sale or other distribution by the selling stockholders of the shares being registered other than the expenses of preparation and distribution of this registration statement and the prospectus included in this registration statement. Such expenses are set forth in the following table. All of the amounts are estimates except the Securities and Exchange Commission filing fee. Item 14. Other Expenses of Issuance and Distribution. SEC registration fee .....................$1,950 Accounting fees and expenses..............$2,500 Legal fees and expenses..................$10,000 Printing expenses.........................$3,000 Miscellaneous.............................$2,550 Total.................................$20,000 - ---------- Item 15. Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation Law (the "DGCL") provides that a corporation may indemnify its directors and officers, as well as other employees and individuals, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation - a "derivative action"), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys' fees) incurred in connection with the defense or settlement of such actions, and the statute requires court approval before there can be any indemnification in which the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation's charter, bylaws, disinterested director vote, stockholder vote, agreement or otherwise. The Registrant's Bylaws requires indemnification to the full extent permitted under Delaware law. Subject to any restrictions imposed by Delaware law, the Bylaws provide an unconditional right to indemnification for all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred or suffered by any person in connection with any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (including, to the extent permitted by law, any derivative action) by reason of the fact that such person is or was serving as a director or officer of the Registrant or that, being or having been a director or officer of the Registrant, such person is or was serving at the request of the Registrant as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The Bylaws also provide indemnification to its employees and agents with the same scope and effect as the foregoing indemnification of directors and officers. Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for (1) any breach of the director's duty of loyalty to the corporation or its stockholders, (2) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) payments of unlawful dividends or unlawful stock repurchases or redemptions, or (4) any transaction from which the director derived an improper personal benefit. II-1 The Registrant's certificate of incorporation provides that to the full extent that the DGCL, as it now exists or may hereafter be amended, a director of the Registrant shall not be liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director. Any amendment to or repeal of such provision shall not adversely affect any right or protection of a director of the Registrant existing at the time of such repeal or modification. Insurance for the Registrant's directors and officers, against expenses and liabilities in connection with the defense of actions, suits or proceedings to which they may be parties by reason of having been directors or officers of the Registrant, is provided by the Registrant. Item 16. Exhibits. Exhibit Description 1 Not Applicable 2 Not Applicable 4 Instruments defining the rights of security holders, including indentures: (A) Certificate of incorporation, as amended (Incorporated by reference to the company's registration statement on Form S-1 (File No: 333-42707) effective March 23, 1998) and the Company's quarterly report on Form 10-Q for quarter ended June 30, 1999). (B) By-Laws (Incorporated by reference to the company's registration statement on Form S-1 (File No: 333-42707) effective March 23, 1998). (C) Specimen Common Stock Certificate (Incorporated by reference to the company's registration statement on Form S-1 (File No: 333-42707) effective March 23, 1998. 5 Opinion of Davis & Gilbert LLP, herewith filed 8 Not Applicable 12 Not Applicable 15 Not Applicable 23.1 Consent of Arthur Andersen LLP, filed herewith 23.2 Consent of Davis & Gilbert LLP (included in the opinion filed as Exhibit No. 5) 24 Not Applicable 25 Not Applicable 26 Not Applicable 27 Not Applicable II-2 Item 17. Undertakings. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which it offers or sells securities, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"); (ii) To reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information set forth in the registration statement; (iii) To include any additional or changed material information with respect to the plan of distribution: provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required in a post-effective amendment is incorporated by reference from periodic reports filed with the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"). (2) That, for the purpose of determining any liability under the Securities Act, the undersigned will treat each such post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering thereof. (3) To file a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the company's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement 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. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the company, pursuant to the provisions described in Item 15 above, or otherwise, the company has 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 the company of expenses incurred or paid by a director, officer or controlling person of the company in the successful defense of any action, suit or proceeding) is asserted by any such director, officer or controlling person in connection with the securities being registered, the company 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 of whether or not such indemnification is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. (d) 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 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. II-3 (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 the initial bona fide offering thereof. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York in the State of New York on September 22, 1999. CYBERSHOP.COM, INC. By /s/ Jeffrey S. Tauber ------------------------------------ Jeffrey S. Tauber Chairman and Chief Executive Officer President and Director Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-3 has been signed by the following persons in the capacities and on the dates indicated. Signature Date - --------- ---- /s/ Jeffrey S. Tauber September 22, 1999 - ------------------------ Jeffrey S. Tauber Chairman and Chief Executive Officer President (Principal Executive Officer) and Director /s/ Jeffrey Leist September 22, 1999 - ------------------------ Jeffrey Leist Chief Operating Officer and Chief Financial Officer (Principal Accounting and Financial Officer) /s/ Warren Struhl September 22, 1999 - ------------------------ Warren Struhl Director /s/ Robert Matluck September 22, 1999 - ------------------------ Robert Matluck Director /s/ Michael Kempner September 22, 1999 - ------------------------ Michael Kempner Director /s/ Ian S. Phillips September 22, 1999 - ------------------------ Ian S. Phillips Director EX-23.1 2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS To Cybershop.com, Inc. (formerly known as Cybershop International, Inc.): As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated February 16, 1999 included in Cybershop International, Inc.'s Form 10-K for the year ended December 31, 1998 and to all references to our firm included in this registration statement. Arthur Andersen LLP Roseland, New Jersey September 22, 1999 -----END PRIVACY-ENHANCED MESSAGE-----