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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 17, 1999
REGISTRATION NO. 333-88595
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EGREETINGS NETWORK, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 5947 94-3207092
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
149 NEW MONTGOMERY STREET
SAN FRANCISCO, CA 94105
(415) 375-4100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
GORDON M. TUCKER
CHIEF EXECUTIVE OFFICER
EGREETINGS NETWORK, INC.
149 NEW MONTGOMERY STREET
SAN FRANCISCO, CA 94105
(415) 375-4100
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
KENNETH L. GUERNSEY JOSE F. MACIAS
KARYN S. TUCKER BURKE F. NORTON
ANGELIQUE C. TREMBLE PABLO L. CHAVEZ
EDWARD A. KLEINHANS BROOKE D. COLEMAN
COOLEY GODWARD LLP WILSON SONSINI GOODRICH & ROSATI
ONE MARITIME PLAZA, 20TH FLOOR PROFESSIONAL CORPORATION
SAN FRANCISCO, CA 94111 650 PAGE MILL ROAD
(415) 693-2000 PALO ALTO, CA 94304
(650) 493-9300
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO 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,
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 number 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]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box: [ ]
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EXPLANATORY NOTE
The sole purpose of this post-effective Amendment No. 1 is to refile
Exhibits 10.10 and 10.11 to the Registration Statement. No changes have been
made to the Registration Statement other than to Item 16 (Exhibits and Financial
Statement Schedules) of Part II.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The Registrant hereby modifies Item 16 of Part II of the Registration
Statement for the purpose of refiling the following exhibits:
EXHIBIT
NUMBER EXHIBIT TITLE
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10.10** Content Provider and Distribution Agreement between
Egreetings and Gibson Greetings, Inc., as amended on
September 30, 1999.
10.11** Agreement between Hotmail Corporation and Egreetings, as
amended through August 1998.
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** Confidential treatment has been requested for portions of this document. The
information omitted pursuant to such confidential treatment request has been
filed separately with the Securities and Exchange Commission.
II-1
3
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Amendment to the Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City and County of San
Francisco, State of California, on the 16th day of December, 1999.
Egreetings Network, Inc.
By: /s/ ANDREW J. MOLEY
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Andrew J. Moley
Chief Financial Officer
SIGNATURES TITLE DATE
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* Chief Executive Officer, December 16, 1999
- ----------------------------- Principal Executive Officer
Gordon M. Tucker and Director
/s/ ANDREW J. MOLEY Senior Vice President and December 16, 1999
- ----------------------------- Chief Financial Officer,
Andrew J. Moley Principal Financial Officer
and Principal Accounting
Officer
* Director December 16, 1999
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Stewart Alsop
* Director December 16, 1999
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Charles A. Holloway
* Director December 16, 1999
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Brendon S. Kim
* Director December 16, 1999
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Peter Nieh
* Director December 16, 1999
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Frank J. O'Connell
* Director December 16, 1999
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Lee Rosenberg
*By: /s/ ANDREW J. MOLEY
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Andrew J. Moley
Attorney-in-fact
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT TITLE
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10.10** Content Provider and Distribution Agreement between
Egreetings and Gibson Greetings, Inc., as amended on
September 30, 1999.
10.11** Agreement between Hotmail Corporation and Egreetings, as
amended through August 1998.
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** Confidential treatment has been requested for portions of this document. The
information omitted pursuant to such confidential treatment order has been
filed separately with the Securities and Exchange Commission.