SEC Info - Kozmo Com Inc - IPO: ‘S-1/A’ on 4/6/00

SEC Info℠

Home

Help

Please Sign In

Kozmo Com Inc – IPO: ‘S-1/A’ on 4/6/00

On: Thursday, 4/6/00 · Accession #: 912057-0-16558 · File #: 333-32864

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/06/00  Kozmo Com Inc                     S-1/A                  5:187K                                   Merrill Corp/FA

Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Pre-Effective Amendment to Registration Statement      4     23K 
                          (General Form)                                         
 2: EX-10.1     Material Contract                                     19     60K 
 3: EX-10.2     Material Contract                                     28     96K 
 4: EX-10.3     Material Contract                                     11     37K 
 5: EX-10.4     Material Contract                                     15     54K

S-1/A — Pre-Effective Amendment to Registration Statement (General Form)

S-1/A 1st Page of 4 TOC ↑Top Previous Next ↓Bottom Just 1st
 
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 6, 2000 

                                                      REGISTRATION NO. 333-32864

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 1 
TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 

------------------------

KOZMO.COM, INC. 
(Exact name of Registrant as specified in its charter)

                                                        [Enlarge/Download Table]
                                                                                                   
            DELAWARE                         5961                           13-3956223             
(State or other jurisdiction of  (Primary Standard Industrial  (I.R.S. Employer Identification No.)
 incorporation or organization   Classification Code Number)                                       

------------------------

80 BROAD STREET, 18(TH) FLOOR 
NEW YORK, NEW YORK 10004
(212) 797-1330
(Address and telephone number of Registrant's principal executive offices)
------------------------------

GERARDO BURDO 
CHIEF FINANCIAL OFFICER 
KOZMO.COM, INC. 
80 BROAD STREET, 18(TH) FLOOR 
NEW YORK, NEW YORK 10004
(212) 797-1330
(Name, address and telephone number of agent for service) 
------------------------------

COPIES TO:

                                                                [Download Table]
                                                                   
RICHARD B. VILSOET, ESQ.                  STEPHEN H. COOPER, ESQ.  
 SPENCER D. KLEIN, ESQ.                 WEIL, GOTSHAL & MANAGES LLP
   SHEARMAN & STERLING                       767 FIFTH AVENUE      
  599 LEXINGTON AVENUE                   NEW YORK, NEW YORK 10153  
NEW YORK, NEW YORK 10022                      (212) 310-8000       
     (212) 848-4000                                                

------------------------

   APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.                

   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, 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 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. / /                                                      

  If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. / /                                                    
--------------------------

CALCULATION OF REGISTRATION FEE 

                                                        [Enlarge/Download Table]

                                                 PROPOSED MAXIMUM   PROPOSED MAXIMUM    AMOUNT OF  
     TITLE OF EACH CLASS OF       AMOUNT TO BE    OFFERING PRICE       AGGREGATE       REGISTRATION
  SECURITIES TO BE REGISTERED    REGISTERED (1)   PER SHARE (2)    OFFERING PRICE (2)      FEE     
                                                                                                   
Common Stock, par value                                                                            
  $0.001 per share..............                        $             $150,000,000       $39,600   

(1) Includes shares that the Underwriters have the option to purchase to cover  
over-allotments, if any.                                                

(2) Estimated solely for purposes of calculating the registration fee pursuant  
to Rule 457(o) under the Securities Act of 1933.                        
------------------------------

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 SECURITIES AND EXCHANGE COMMISSION, ACTING        
PURSUANT TO SECTION 8(A), MAY DETERMINE.                                        

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

S-1/A 2nd Page of 4 TOC 1st Previous Next ↓Bottom Just 2nd
EXPLANATORY NOTE

    This Amendment No. 1 is being filed solely for the purpose of filing certain
exhibits to the Registrant's Statement Registration No. 33-32864. This Amendment
No. 1 does not contain copies of the Prospectus included in the Registration    
Statement or Part II thereof, which are unchanged from the Registration         
Statement filed on March 21, 2000.                                              

S-1/A 3rd Page of 4 TOC 1st Previous Next ↓Bottom Just 3rd
SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 1 to the registration statement to be signed 
on its behalf by the undersigned, thereunto duly authorized, in the City of New 
York, on the 5th day of April, 2000.                                            

                                                                [Download Table]
                                              
KOZMO.COM, INC.                               

By:                      *                    
     -----------------------------------------
     Name: Joseph Park                        
     Title: Chairman of the Board and Chief   
            Executive Officer                 

    PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT ON FORM S-1 HAS BEEN SIGNED BELOW 
BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.          

                                                        [Enlarge/Download Table]

                      SIGNATURE                               TITLE                 DATE    
                      ---------                               -----                 ----    
                                                                                            
                          *                                                                 
     -------------------------------------------  Chairman of the Board and    April 5, 2000
                  Name: Joseph Park               Chief Executive Officer                   

/s/ YONG KANG                                                                               
-------------------------------------------       President and Director and   April 5, 2000
Name: Yong Kang                                   Attorney-in-Fact                          

                          *                                                                 
     -------------------------------------------  Chief Financial Officer and  April 5, 2000
                 Name: Gerardo Burdo              Attorney-in-Fact                          

                          *                                                                 
     -------------------------------------------             Director          April 5, 2000
                  Name: Hugh Evans                                                          

                          *                                                                 
     -------------------------------------------             Director          April 5, 2000
                 Name: Robert Greene                                                        

                          *                                                                 
     -------------------------------------------             Director          April 5, 2000
                Name: Seth Goldstein                                                        

                          *                                                                 
     -------------------------------------------             Director          April 5, 2000
                Name: Jerry Gallagher                                                       

                          *                                                                 
     -------------------------------------------             Director          April 5, 2000
                   Name: Jack Chen                                                          

II-6

S-1/A Last Page of 4 TOC 1st Previous Next ↓Bottom Just 4th
EXHIBITS

                                                                [Download Table]

       EXHIBIT                                                                    
       NUMBER          DESCRIPTION                                                
---------------------  -----------                                                
                                                                                  
          1.1*         Form of Underwriting Agreement                             

          3.1**        Amended and Restated Certificate of Incorporation of       
                       Kozmo.com, Inc.                                            

          3.2**        Amended and Restated By-Laws                               

          4.1**        Registration Rights Agreement                              

          4.2*         Form of Common Stock Certificate                           

          5.1*         Opinion of Shearman & Sterling, including consent          

         10.1+         Strategic Agreement between Starbucks Corporation and      
                       Kozmo.com, Inc. dated February 12, 2000                    

         10.2+         Supply and Delivery Agreement between Amazon.com LLC and   
                       Kozmo.com, Inc. dated March 13, 2000                       

         10.3+         Right of use agreement between Warner Home Video and       
                       Kozmo.com, Inc. dated February 28, 2000                    

         10.4+         Letter agreement between Columbia TriStar Home Video, Inc. 
                       and Kozmo.com, Inc. dated March 10, 2000                   

         10.5**        Employment Agreement with Joseph Park dated October 4, 1999

         10.6**        Employment Agreement with Yong Kang dated October 4, 1999  

         10.7**        Letter Agreement with Gerardo Burdo effective November 1,  
                       1999                                                       

         10.8**        Letter Agreement with Kenneth "Skip" Trevathan effective   
                       November 15, 1999                                          

         10.9**        Letter Agreement with Christopher Shimojima effective      
                       December 20, 1999                                          

        10.10**        Letter Agreement with William Herald effective February 14,
                       2000                                                       

        10.11**        Kozmo.com, Inc. 1999 Incentive Stock Option Plan           

        10.12**        Kozmo.com, Inc. 1999 Stock Option Plan                     

        10.13**        Kozmo.com, Inc. 1997 Stock Option Plan                     

         23.1**        Consent of Independent Auditors                            

         23.2*         Consent of Counsel (Included in Exhibits 5.1)              

         24.1**        Power of Attorney (see page II-6)                          

         27.1**        Financial Data Schedule                                    

------------------------                                                        

*   to be filed by amendment.                                                   

**  Previously Filed.                                                           

+   Confidential Treatment Requested.

S-1/A	1st Page of 4	TOC	↑Top	Previous	Next	↓Bottom	Just 1st

S-1/A	2nd Page of 4	TOC	1st	Previous	Next	↓Bottom	Just 2nd

S-1/A	3rd Page of 4	TOC	1st	Previous	Next	↓Bottom	Just 3rd

S-1/A	Last Page of 4	TOC	1st	Previous	Next	↓Bottom	Just 4th

Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘S-1/A’ Filing	Date	First	Last	Other Filings

Filed on:	4/6/00	1
	4/5/00	3
	3/21/00	2		S-1
	3/13/00	4
	3/10/00	4
	2/28/00	4
	2/14/00	4
	2/12/00	4
	12/20/99	4
	11/15/99	4
	11/1/99	4
	10/4/99	4
				List all Filings

↑Top

Filing Submission 0000912057-00-016558 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Kozmo Com Inc – IPO: ‘S-1/A’ on 4/6/00

On: Thursday, 4/6/00 · Accession #: 912057-0-16558 · File #: 333-32864

Previous ‘S-1’: ‘S-1’ on 3/21/00 · Latest ‘S-1’: This Filing

Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1Filing Table of Contents

S-1/A — Pre-Effective Amendment to Registration Statement (General Form)

Dates Referenced Herein and Documents Incorporated by Reference

Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents