SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No.1)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the fiscal year ended March 28, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from _________ to _________
Commission file number 0-16930
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EGGHEAD.COM, INC.
-----------------
(Exact name of registrant as specified in its charter)
WASHINGTON 91-1296187
---------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
EAST 22705 MISSION
LIBERTY LAKE, WASHINGTON 99019
------------------------ -----
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (509) 922-7031
---------------
Securities registered pursuant to Section 12(b) of the Act: NONE
----
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.01 PAR VALUE
----------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K ____________
To the best of Egghead.com, Inc.'s knowledge, the aggregate market value of
the voting stock held by non-affiliates of the registrant at May 23, 1998 was
$199,100,000.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
OUTSTANDING AT
CLASS MAY 23, 1998
----- ------------
Common Stock, $.01 par value 23,591,788 shares
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement relating to the
Company's 1998 Annual Meeting of Shareholders are incorporated by reference into
Part III of this Form 10-K.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) Documents filed as a part of this report:
1. Financial Statements - The Consolidated
Financial Statements, Notes thereto,
Financial Statement Schedules (none), and
Accountants' Report thereon are included in
Part II, Item 8 of this report.
2(a) Exhibits
(xii) 3.1 Restated Articles of Incorporation of
Egghead.com, Inc.
3.2|X| Bylaws of Egghead.com, Inc., as amended to
date
(xii) 3.3 Articles of Amendment to Articles of
Incorporation of Egghead, Inc. changing its
name to Egghead.com, Inc.
(x) 10.1* Microsoft 1995/1996 Channel Agreement dated
July 1, 1995, as amended through January 1,
1996.
(xi) 10.2* Amendment No. 1 to the Microsoft 1995/1996
Channel Agreement, with attached addendums
and amendments to the addendums of such
Agreement, through June 30, 1997.
10.3** Intentionally left blank
(xi) 10.4** Executive Deferred Compensation Plan and
related documents effective July 1, 1996
(xi) 10.5** Executive Employment Agreement between
Egghead, Inc. and DJ&J Software Corporation
and George P. Orban dated as of January 31,
1997. (Previously filed with registrant's
Form 10-Q for the fiscal quarter ended June
28, 1997.)
(xii) 10.5a** Pledge Agreement between Egghead.com, Inc.
and George P. Orban dated as of February 25,
1998.
(xi) 10.6** Nonqualified Stock Option Letter Agreement
and Plan Summary between Egghead Inc. and
George P. Orban dated January 31, 1997.
10.7** Egghead.com, Inc. 1997 Nonofficer Employee
Stock Option Plan (Previously field with
registrants' Form S-8 dated June 5, 1998 as
Exhibit 99.1.)
10.8** Employee Stock Issuance Program (Previously
filed with registrant's Form S-8 dated June
5, 1998 as Exhibit 99.2.)
10.9 Agreement and Plan of Merger, dated April
30, 1997, among Egghead, Inc. ("Egghead"),
North Face Merger Sub, Inc. ("North Face")
and Surplus Software, Inc. ("Surplus
Direct") and certain shareholders of Surplus
Direct, and amendment thereto dated May 23,
1997 (Previously filed with registrant's
Registration Statement on Form S-4
(Registration No. 333-31251 as Exhibit 2.1,
filed with the SEC on July 14, 1997.)
10.10** Employment Agreement between Surplus
Software, Inc. and Gregory
Boudreau, dated May 15, 1996 (Previously
filed with registrant's Form 10-Q for the
quarter ended September 27, 1997.)
10.11** Employment Agreement Amendment, effective
April 30, 1997, between Surplus Software,
Inc. and Gregory Boudreau (Previously filed
with as part of registrant's Registration
Statement on Form S-4 (Registration No.
333-31251) as Annex III to the Proxy
Statement/Prospectus contained in the
Registration Statement filed with the SEC on
July 14, 1997.)
10.12** Employment Agreement between Surplus
Software, Inc. and Jonathan Brodeur, dated
May 15, 1996 (Previously filed with
registrant's Form 10-Q for the quarter ended
September 27, 1997.)
10.13 Employment Agreement Amendment, effective
April 30, 1997, between Surplus Software,
Inc. and Jonathan Brodeur (Incorporated by
reference to, and previously filed with as
part of registrant's Registration Statement
on Form S-4 (Registration No. 333-31251) as
Annex III to the Proxy Statement/Prospectus
contained in the Registration Statement
filed with the SEC on July 14, 1997.)
10.14 Intentionally left blank.
10.15 Lease, as amended, dated June 9, 1988,
between Sammamish Park Place I Limited
Partnership as Landlord and DJ&J Software
Corporation as Tenant regarding registrant's
administrative headquarters. (Previously
filed with registrant's Form 10-K for the
fiscal year ended April 1, 1989, as Exhibit
10.46.)
10.16 First Amendment to June 9, 1988 Lease
between Sammamish Park Place I Limited
Partnership and DJ&J Software Corporation
dated October 4, 1989. (Previously filed
with registrant's Form 10-K for the fiscal
year ended March 31, 1990, as Exhibit
10.46a.)
10.17 Lease dated March 23, 1992 between Sammamish
Park Place II Limited Partnership as
Landlord and DJ&J Software Corporation as
Tenant regarding registrant's administrative
headquarters. (Previously filed with
registrant's Form 10-K for the fiscal year
ended March 28, 1992, as Exhibit 10.47.)
10.18 Lease Termination and Rent Payment Agreement
between Sammamish Park Place II Limited
Partnership as Landlord and DJ&J Software
Corporation as Tenant regarding registrant's
administrative headquarters. (Previously
filed with registrant's Form 10-Q for the
quarter ended July 2, 1994.)
(vi) 10.18a First Amendment to Lease Termination and
Rent Payment Agreement between Sammamish
Park Place II Limited Partnership as
Landlord and DJ&J Software Corporation as
Tenant.
(vi) 10.18b Second Amendment to Lease Termination and
Rent Payment Agreement between Sammamish
Park Place II Limited Partnership as
Landlord and DJ&J Software Corporation as
Tenant.
(iii) 10.19 Lease dated March 23, 1989, between The CHY
Company as Landlord and DJ&J Software
Corporation as Tenant regarding registrant's
Sacramento distribution facility.
(iii) 10.20 First amendment to lease between The CHY
Company as Landlord and DJ&J Software as
Tenant regarding registrant's Sacramento
distribution facility.
(xi) 10.21 Lease dated May 15, 1995 between Central
Valley Limited Liability Company as Lessor
and DJ&J Software Corporation d/b/a Egghead
Software as Lessee, regarding Registrant's
Sacramento distribution facility, with
attached Exercise of Option extending lease
term date to September 30, 1998.
(i) 10.22 Lease Agreement dated January 7, 1988 with
Granite Properties, a limited partnership,
as Landlord and DJ&J Software Corporation,
as Tenant, regarding registrant's Lancaster
distribution facility.
10.23 Intentionally left blank
10.24 Intentionally left blank
(viii) 10.25 Asset Purchase Agreement by and among
Software Spectrum, Inc., Egghead, Inc. and
DJ&J Software Corporation dated as of March
23, 1996 with Exhibits 4.11 and 4.12
thereto.
10.26 Intentionally left blank.
10.27 Intentionally left blank
10.28 Intentionally left blank
10.29 Intentionally left blank
10.30 Intentionally left blank
10.31 Intentionally left blank.
10.32 Intentionally left blank.
10.33 Intentionally left blank
(ii) 10.34** Egghead, Inc. 1989 Executive Retention
Incentive Stock Option Plan.
(ii) 10.35** Egghead, Inc. 1989 Executive Retention
Incentive Stock Option Agreement between
Egghead, Inc. and Stuart M. Sloan dated
February 23, 1989.
(ii) 10.36** Egghead, Inc. 1989 Executive Retention Non-
Qualified Stock Option Agreement between
Egghead, Inc. and Stuart M. Sloan dated
February 23, 1989.
(iii) 10.36a** Amendment No. 1 to Egghead, Inc. 1989
Executive Retention Non-Qualified Stock
Option Agreement between Egghead, Inc. and
Stuart M. Sloan dated April 17, 1991.
10.37 Intentionally left blank.
10.38 Intentionally left blank.
(ii) 10.39** Egghead, Inc. 1989 Executive Retention
Incentive Stock Option Agreement between
Egghead, Inc. and Ronald A. Weinstein dated
February 23, 1989.
(iii) 10.39a** Amendment No. 1 to Egghead, Inc. 1989
Executive Retention Incentive Stock Option
Agreement between Egghead, Inc. and Ronald
A. Weinstein dated April 17, 1991.
(ii) 10.40** Egghead, Inc. 1989 Executive Retention Non-
Qualified Stock Option Agreement between
Egghead, Inc. and Ronald A. Weinstein dated
February 23, 1989.
(iii) 10.40a** Amendment No. 1 to Egghead, Inc. 1989
Executive Retention Non-Qualified Stock
Option Agreement between Egghead, Inc. and
Ronald A. Weinstein dated April 17, 1991.
10.41 Intentionally left blank.
10.42 Intentionally left blank.
(ii) 10.43** Egghead, Inc. 1989 Executive Retention
Incentive Stock Option Agreement between
Egghead, Inc. and Matthew J. Griffin dated
February 23, 1989.
(ii) 10.44** Egghead, Inc. 1989 Executive Retention Non-
Qualified Stock Option Agreement between
Egghead, Inc. and Matthew J. Griffin dated
February 23, 1989.
(iii) 10.44a** Egghead, Inc. 1989 Executive Retention Non-
Qualified Stock Option Agreement between
Egghead, Inc. and Matthew J. Griffin dated
April 17, 1991.
10.45 Intentionally left blank.
10.46 Intentionally left blank.
10.47 Intentionally left blank.
10.48** Egghead, Inc. 1989 Employee Stock Purchase
Plan. (Previously filed with registrant's
Form S-8 dated June 23, 1990, as Exhibit
10.)
10.49** Egghead, Inc. 1993 Stock Option Plan.
(Previously filed with registrant's Form 10-
Q dated for the quarter ended October 16,
1993, as Exhibit 10.31.)
10.49(a)** Amended Egghead, Inc. 1993 Stock Option Plan
(Previously filed with registrant's Form 10-
Q for fiscal quarter ended September 27,
1997.)
(xii) 10.49(b)** Second Amended Egghead, Inc. 1993 Stock
Option Plan.
(x) 10.50** Egghead.com, Inc. Restated Nonemployee
Director Stock Option Plan.
10.51** Executive Employment Agreements with each of
Tommy Collins, Brian W. Bender, Norma
Hullinger and James Kalasky (Previously
filed with registrant's Form 10-Q for the
fiscal quarter ended December 27, 1997.)
(xii) 21.1 List of subsidiaries of Egghead.com, Inc.
(xii) 23.1 Consent of Arthur Andersen LLP.
(xii) 24.1 Power of Attorney
(xii) 27.1 Financial Data Schedule
(xi) 99.1** Resignation & Release Agreement between
Peter F. Grossman and Egghead Inc. and DJ&J
Software Corporation effective April 25,
1997.
(xi) 99.2** Resignation & Release Agreement between
Ronald J. Smith and Egghead Inc. and DJ&J
Software Corporation effective February 15,
1997.
(xi) 99.3** Resignation & Release Agreement between
Terrence M. Strom and Egghead Inc. and DJ&J
Software Corporation effective February 15,
1997.
- -------------
|X| Filed herewith.
(i) Previously filed with registrant's Registration Statement on
Form S-1, Registration No. 33-21472, as same exhibit number.
(ii) Previously filed with registrant's Form 8-K dated February
23, 1989, as Exhibits 10.1 to 10.13.
(iii) Previously filed with registrant's Form 10-K for the fiscal
year ended March 29, 1992, as same exhibit number.
(iv) Previously filed with registrant's Form 10-K for the fiscal
year ended April 3, 1993, as same exhibit number.
(v) Previously filed with registrant's Form 10-K for the fiscal
year ended April 2, 1994, as same exhibit number.
(vi) Previously filed with registrant's Form 10-Q for the quarter
ended October 1, 1994.
(vii) Previously filed with registrant's Form 10-K for the fiscal
year ended April 1, 1995, as same exhibit number.
(viii) Previously filed with registrant's Form 8-K dated March 23,
1996, as Exhibit 2.1.
(x) Previously filed with registrant's Form 10-K for the fiscal
year ended March 30, 1996, as same exhibit number.
(xi) Previously filed with registrant's Form 10-K for the fiscal
year ended March 29, 1997, as same exhibit number.
(xii) Previously filed with registrant's Form 10-K for the fiscal
year ended March 28, 1998, as same exhibit number.
* Confidential portions of this exhibit have been omitted and
filed separately with the Securities and Exchange Commission
pursuant to an Application for Confidential Treatment under
Rule 24b-2 under the Securities Exchange Act of 1934, as
amended. Each exhibit has been marked to identify the
confidential portions that are omitted.
** Designates management contract or compensatory plan or
arrangement.
(b). Form 8-K
Egghead.com, Inc. filed two reports on Form 8-K, dated, during the
fourth quarter of its fiscal year ended March 28, 1998: a report on
Form 8-K, filed January 28, 1998, which reported on Item 5 of Form
8-K; and a report on Form 8-K, filed June 5, 1998, which reported on
Item 1 of Form 8-K and contained certain pro-forma financial
information.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this amendment
to the report to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Vancouver, State of Washington, on March 10, 1999.
EGGHEAD.COM, INC.
By /s/ GEORGE P. ORBAN
---------------------
George P. Orban
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, this amendment to the report has been signed
by the following persons in the capacities indicated below on March 10, 1999.
Signature Title
--------- -----
/s/ GEORGE P. ORBAN Chairman of the Board and Chief Executive Officer (Principal
- --------------------------- Executive Officer)
George P. Orban
/s/ BRIAN W. BENDER Chief Financial Officer, Vice President of Finance and
- --------------------------- Secretary (Principal Financial and Accounting Officer)
Brian W. Bender
GREGORY J. BOUDREAU* Director
- ---------------------------
Gregory J. Boudreau
JONATHAN W. BRODEUR* Director
- ---------------------------
Jonathan W. Brodeur
ERIC P. ROBISON* Director
- ---------------------------
Eric P. Robison
MELVIN A. WILMORE* Director
- ---------------------------
Melvin A. Wilmore
*By: /s/ GEORGE P. ORBAN
- ---------------------------
George P. Orban
Attorney-in-Fact
EXHIBIT INDEX
1. Financial Statements - The Consolidated
Financial Statements, Notes thereto,
Financial Statement Schedules (none), and
Accountants' Report thereon are included in
Part II, Item 8 of this report.
2(a) Exhibits
(xii) 3.1 Restated Articles of Incorporation of
Egghead.com, Inc.
3.2|X| Bylaws of Egghead.com, Inc., as amended to
date
(xii) 3.3 Articles of Amendment to Articles of
Incorporation of Egghead, Inc. changing its
name to Egghead.com, Inc.
(x) 10.1* Microsoft 1995/1996 Channel Agreement dated
July 1, 1995, as amended through January 1,
1996.
(xi) 10.2* Amendment No. 1 to the Microsoft 1995/1996
Channel Agreement, with attached addendums
and amendments to the addendums of such
Agreement, through June 30, 1997.
10.3** Intentionally left blank
(xi) 10.4** Executive Deferred Compensation Plan and
related documents effective July 1, 1996
(xi) 10.5** Executive Employment Agreement between
Egghead, Inc. and DJ&J Software Corporation
and George P. Orban dated as of January 31,
1997. (Previously filed with registrant's
Form 10-Q for the fiscal quarter ended June
28, 1997.)
(xii) 10.5a** Pledge Agreement between Egghead.com, Inc.
and George P. Orban dated as of February 25,
1998.
(xi) 10.6** Nonqualified Stock Option Letter Agreement
and Plan Summary between Egghead Inc. and
George P. Orban dated January 31, 1997.
10.7** Egghead.com, Inc. 1997 Nonofficer Employee
Stock Option Plan (Previously field with
registrants' Form S-8 dated June 5, 1998 as
Exhibit 99.1.)
10.8** Employee Stock Issuance Program (Previously
filed with registrant's Form S-8 dated June
5, 1998 as Exhibit 99.2.)
10.9 Agreement and Plan of Merger, dated April
30, 1997, among Egghead, Inc. ("Egghead"),
North Face Merger Sub, Inc. ("North Face")
and Surplus Software, Inc. ("Surplus
Direct") and certain shareholders of Surplus
Direct, and amendment thereto dated May 23,
1997 (Previously filed with registrant's
Registration Statement on Form S-4
(Registration No. 333-31251 as Exhibit 2.1,
filed with the SEC on July 14, 1997.)
10.10** Employment Agreement between Surplus
Software, Inc. and Gregory
Boudreau, dated May 15, 1996 (Previously
filed with registrant's Form 10-Q for the
quarter ended September 27, 1997.)
10.11** Employment Agreement Amendment, effective
April 30, 1997, between Surplus Software,
Inc. and Gregory Boudreau (Previously filed
with as part of registrant's Registration
Statement on Form S-4 (Registration No.
333-31251) as Annex III to the Proxy
Statement/Prospectus contained in the
Registration Statement filed with the SEC on
July 14, 1997.)
10.12** Employment Agreement between Surplus
Software, Inc. and Jonathan Brodeur, dated
May 15, 1996 (Previously filed with
registrant's Form 10-Q for the quarter ended
September 27, 1997.)
10.13 Employment Agreement Amendment, effective
April 30, 1997, between Surplus Software,
Inc. and Jonathan Brodeur (Incorporated by
reference to, and previously filed with as
part of registrant's Registration Statement
on Form S-4 (Registration No. 333-31251) as
Annex III to the Proxy Statement/Prospectus
contained in the Registration Statement
filed with the SEC on July 14, 1997.)
10.14 Intentionally left blank.
10.15 Lease, as amended, dated June 9, 1988,
between Sammamish Park Place I Limited
Partnership as Landlord and DJ&J Software
Corporation as Tenant regarding registrant's
administrative headquarters. (Previously
filed with registrant's Form 10-K for the
fiscal year ended April 1, 1989, as Exhibit
10.46.)
10.16 First Amendment to June 9, 1988 Lease
between Sammamish Park Place I Limited
Partnership and DJ&J Software Corporation
dated October 4, 1989. (Previously filed
with registrant's Form 10-K for the fiscal
year ended March 31, 1990, as Exhibit
10.46a.)
10.17 Lease dated March 23, 1992 between Sammamish
Park Place II Limited Partnership as
Landlord and DJ&J Software Corporation as
Tenant regarding registrant's administrative
headquarters. (Previously filed with
registrant's Form 10-K for the fiscal year
ended March 28, 1992, as Exhibit 10.47.)
10.18 Lease Termination and Rent Payment Agreement
between Sammamish Park Place II Limited
Partnership as Landlord and DJ&J Software
Corporation as Tenant regarding registrant's
administrative headquarters. (Previously
filed with registrant's Form 10-Q for the
quarter ended July 2, 1994.)
(vi) 10.18a First Amendment to Lease Termination and
Rent Payment Agreement between Sammamish
Park Place II Limited Partnership as
Landlord and DJ&J Software Corporation as
Tenant.
(vi) 10.18b Second Amendment to Lease Termination and
Rent Payment Agreement between Sammamish
Park Place II Limited Partnership as
Landlord and DJ&J Software Corporation as
Tenant.
(iii) 10.19 Lease dated March 23, 1989, between The CHY
Company as Landlord and DJ&J Software
Corporation as Tenant regarding registrant's
Sacramento distribution facility.
(iii) 10.20 First amendment to lease between The CHY
Company as Landlord and DJ&J Software as
Tenant regarding registrant's Sacramento
distribution facility.
(xi) 10.21 Lease dated May 15, 1995 between Central
Valley Limited Liability Company as Lessor
and DJ&J Software Corporation d/b/a Egghead
Software as Lessee, regarding Registrant's
Sacramento distribution facility, with
attached Exercise of Option extending lease
term date to September 30, 1998.
(i) 10.22 Lease Agreement dated January 7, 1988 with
Granite Properties, a limited partnership,
as Landlord and DJ&J Software Corporation,
as Tenant, regarding registrant's Lancaster
distribution facility.
10.23 Intentionally left blank
10.24 Intentionally left blank
(viii) 10.25 Asset Purchase Agreement by and among
Software Spectrum, Inc., Egghead, Inc. and
DJ&J Software Corporation dated as of March
23, 1996 with Exhibits 4.11 and 4.12
thereto.
10.26 Intentionally left blank.
10.27 Intentionally left blank
10.28 Intentionally left blank
10.29 Intentionally left blank
10.30 Intentionally left blank
10.31 Intentionally left blank.
10.32 Intentionally left blank.
10.33 Intentionally left blank
(ii) 10.34** Egghead, Inc. 1989 Executive Retention
Incentive Stock Option Plan.
(ii) 10.35** Egghead, Inc. 1989 Executive Retention
Incentive Stock Option Agreement between
Egghead, Inc. and Stuart M. Sloan dated
February 23, 1989.
(ii) 10.36** Egghead, Inc. 1989 Executive Retention Non-
Qualified Stock Option Agreement between
Egghead, Inc. and Stuart M. Sloan dated
February 23, 1989.
(iii) 10.36a** Amendment No. 1 to Egghead, Inc. 1989
Executive Retention Non-Qualified Stock
Option Agreement between Egghead, Inc. and
Stuart M. Sloan dated April 17, 1991.
10.37 Intentionally left blank.
10.38 Intentionally left blank.
(ii) 10.39** Egghead, Inc. 1989 Executive Retention
Incentive Stock Option Agreement between
Egghead, Inc. and Ronald A. Weinstein dated
February 23, 1989.
(iii) 10.39a** Amendment No. 1 to Egghead, Inc. 1989
Executive Retention Incentive Stock Option
Agreement between Egghead, Inc. and Ronald
A. Weinstein dated April 17, 1991.
(ii) 10.40** Egghead, Inc. 1989 Executive Retention Non-
Qualified Stock Option Agreement between
Egghead, Inc. and Ronald A. Weinstein dated
February 23, 1989.
(iii) 10.40a** Amendment No. 1 to Egghead, Inc. 1989
Executive Retention Non-Qualified Stock
Option Agreement between Egghead, Inc. and
Ronald A. Weinstein dated April 17, 1991.
10.41 Intentionally left blank.
10.42 Intentionally left blank.
(ii) 10.43** Egghead, Inc. 1989 Executive Retention
Incentive Stock Option Agreement between
Egghead, Inc. and Matthew J. Griffin dated
February 23, 1989.
(ii) 10.44** Egghead, Inc. 1989 Executive Retention Non-
Qualified Stock Option Agreement between
Egghead, Inc. and Matthew J. Griffin dated
February 23, 1989.
(iii) 10.44a** Egghead, Inc. 1989 Executive Retention Non-
Qualified Stock Option Agreement between
Egghead, Inc. and Matthew J. Griffin dated
April 17, 1991.
10.45 Intentionally left blank.
10.46 Intentionally left blank.
10.47 Intentionally left blank.
10.48** Egghead, Inc. 1989 Employee Stock Purchase
Plan. (Previously filed with registrant's
Form S-8 dated June 23, 1990, as Exhibit
10.)
10.49** Egghead, Inc. 1993 Stock Option Plan.
(Previously filed with registrant's Form 10-
Q dated for the quarter ended October 16,
1993, as Exhibit 10.31.)
10.49(a)** Amended Egghead, Inc. 1993 Stock Option Plan
(Previously filed with registrant's Form 10-
Q for fiscal quarter ended September 27,
1997.)
(xii) 10.49(b)** Second Amended Egghead, Inc. 1993 Stock
Option Plan.
(x) 10.50** Egghead.com, Inc. Restated Nonemployee
Director Stock Option Plan.
10.51** Executive Employment Agreements with each of
Tommy Collins, Brian W. Bender, Norma
Hullinger and James Kalasky (Previously
filed with registrant's Form 10-Q for the
fiscal quarter ended December 27, 1997.)
(xii) 21.1 List of subsidiaries of Egghead.com, Inc.
(xii) 23.1 Consent of Arthur Andersen LLP.
(xii) 24.1 Power of Attorney
(xii) 27.1 Financial Data Schedule
(xi) 99.1** Resignation & Release Agreement between
Peter F. Grossman and Egghead Inc. and DJ&J
Software Corporation effective April 25,
1997.
(xi) 99.2** Resignation & Release Agreement between
Ronald J. Smith and Egghead Inc. and DJ&J
Software Corporation effective February 15,
1997.
(xi) 99.3** Resignation & Release Agreement between
Terrence M. Strom and Egghead Inc. and DJ&J
Software Corporation effective February 15,
1997.
- -------------
|X| Filed herewith.
(i) Previously filed with registrant's Registration Statement on
Form S-1, Registration No. 33-21472, as same exhibit number.
(ii) Previously filed with registrant's Form 8-K dated February
23, 1989, as Exhibits 10.1 to 10.13.
(iii) Previously filed with registrant's Form 10-K for the fiscal
year ended March 29, 1992, as same exhibit number.
(iv) Previously filed with registrant's Form 10-K for the fiscal
year ended April 3, 1993, as same exhibit number.
(v) Previously filed with registrant's Form 10-K for the fiscal
year ended April 2, 1994, as same exhibit number.
(vi) Previously filed with registrant's Form 10-Q for the quarter
ended October 1, 1994.
(vii) Previously filed with registrant's Form 10-K for the fiscal
year ended April 1, 1995, as same exhibit number.
(viii) Previously filed with registrant's Form 8-K dated March 23,
1996, as Exhibit 2.1.
(x) Previously filed with registrant's Form 10-K for the fiscal
year ended March 30, 1996, as same exhibit number.
(xi) Previously filed with registrant's Form 10-K for the fiscal
year ended March 29, 1997, as same exhibit number.
(xii) Previously filed with registrant's Form 10-K for the fiscal
year ended March 28, 1998, as same exhibit number.
* Confidential portions of this exhibit have been omitted and
filed separately with the Securities and Exchange Commission
pursuant to an Application for Confidential Treatment under
Rule 24b-2 under the Securities Exchange Act of 1934, as
amended. Each exhibit has been marked to identify the
confidential portions that are omitted.
** Designates management contract or compensatory plan or
arrangement.