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Beyond Com Corp · 424B3 · On 8/31/99

Filed On 8/31/99 · SEC File 333-83135 · Accession Number 891618-99-4029

  As Of               Filer                 Filing     On/For/As Docs:Pgs              Issuer               Agent

 8/31/99  Beyond Com Corp                   424B3                  1:47                                     891618

Prospectus · Rule 424(b)(3)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Prospectus Supplement No. 1 Dated August 31, 1999     47    265K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Beyond.Com Corporation Description of Capital Stock Dividend Policy Experts Incorporation of Certain Documents by Reference Legal Matters Plan of Distribution Risk Factors Selling Stockholders Use of Proceeds Where You Can Find More Information
1	1st Page
2	Selling Stockholders
12	Beyond.Com Corporation
14	Risk Factors
34	Use of Proceeds
"	Dividend Policy
40	Description of Capital Stock
45	Plan of Distribution
46	Legal Matters
"	Experts
"	Where You Can Find More Information
47	Incorporation of Certain Documents by Reference

424B3 1st Page of 47 TOC Top Previous Next Bottom Just 1st

                                                FILED PURSUANT TO RULE 424(B)(3)
                                                      REGISTRATION NO. 333-83135

SUPPLEMENT NO. 1 DATED AUGUST 31, 1999
TO PROSPECTUS DATED JULY 30, 1998 
RELATING TO 
17,504,129 SHARES OF
COMMON STOCK
$0.001 PAR VALUE PER SHARE OF 
BEYOND.COM CORPORATION

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

SEE "RISK FACTORS" BEGINNING ON 
PAGE 3 OF THE ACCOMPANYING PROSPECTUS 
FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

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

   All capitalized terms used but not defined herein shall have the meanings
prescribed in the Prospectus dated July 30, 1999, forming a part of the         
Registration Statement on Form S-3, File No. 333-83135. This Prospectus         
Supplement is incorporated by reference into the Prospectus and should be read  
in conjunction with the Prospectus. Any cross references in this Supplement     
refer to portions of the Prospectus.                                            

 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.                                                               

     The following information amends and updates the information found on pages
24 - 28 of the Prospectus under the caption "Selling Securityholders" based upon
certain information received, and relied on, by the Company through August 30,  
1999 as to the security ownership of the Selling Securityholders:               

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SELLING STOCKHOLDERS

   The following table provides the name of the selling stockholders and the
number of shares of common stock owned by the selling stockholders. Since the   
selling stockholders may each sell all, some or none of their respective shares,
we cannot estimate the aggregate number and percentage of shares of common stock
that the selling stockholders will offer pursuant to this prospectus or that the
selling stockholders will own upon completion of an offering to which this      
prospectus relates.                                                             

                                                        · Enlarge/Download Table

                                                                                      SHARES     
                                              SHARES BENEFICIALLY                  BENEFICIALLY  
                                              OWNED PRIOR TO THIS                  OWNED AFTER   
                                                  OFFERING(1)                     THIS OFFERING  
                                              -------------------  SHARES BEING  ----------------
              NAME AND ADDRESS                 NUMBER     PERCENT      SOLD      NUMBER   PERCENT
              ----------------                ---------   -------  ------------  ------   -------
                                                                                                 
William S. McKiernan......................... 8,407,577    23.4%    8,407,577     --            *

Vulcan Ventures Inc.......................... 2,932,375     8.2     2,932,375     --            *
  110 110th Avenue NE, Suite 550                                                                 
  Bellevue, WA 98004                                                                             

Global Retail Partners, L.P. and its                                                             
  affiliates(2).............................. 1,188,924     3.3     1,188,924     --            *
  2121 Avenue of the Stars, Suite 1630                                                           
  Los Angeles, CA 90067                                                                          

Bong Ju Suh..................................   699,343     1.9       699,343     --            *
  1350 Cole Street                                                                               
  San Francisco, CA 94117                                                                        

Carlie Pasha Headapohl and William Ellin                                                         
  Headapohl                                                                                      
  TTEE 1996 Headapohl Family Trust...........   699,343     1.9       699,343     --            *
  118 26th Avenue                                                                                
  San Francisco, CA 94121                                                                        

CNET, Inc....................................   683,443     1.9       683,443     --            *
  Attn: Douglas Woodrum, Chief Financial                                                         
  Officer                                                                                        
  150 Chestnut Street                                                                            
  San Francisco, CA 94111                                                                        

At Home Corporation..........................   671,563     1.9       671,563     --            *
  Attn: David Pine, VP, General Counsel                                                          
  425 Broadway Street                                                                            
  Redwood City, CA 94063                                                                         

Entities affiliated with C.E. Unterberg,                                                         
  Towbin(3)..................................   479,515     1.3       479,515     --            *
  Swiss Bank Tower                                                                               
  10 East 50th Street, 22nd Floor                                                                
  New York, New York 10002                                                                       

ZD Inc.......................................   394,250     1.1       394,250     --            *
  Attn: Daryl Otte                                                                               
  28 East 28th Street                                                                            
  New York, NY 10016                                                                             

Draper Richards L.P..........................   118,552       *       118,552     --            *
  Attn: Robin Donohoe                                                                            
  50 California Street                                                                           
  Suite 2925                                                                                     
  San Francisco, CA 94114                                                                        

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                                                        · Enlarge/Download Table

                                                                                      SHARES     
                                              SHARES BENEFICIALLY                  BENEFICIALLY  
                                              OWNED PRIOR TO THIS                  OWNED AFTER   
                                                  OFFERING(1)                     THIS OFFERING  
                                              -------------------  SHARES BEING  ----------------
              NAME AND ADDRESS                 NUMBER     PERCENT      SOLD      NUMBER   PERCENT
              ----------------                ---------   -------  ------------  ------   -------
                                                                                                 
Bayview Investors Ltd........................   104,229       *       104,229     --            *
  c/o BancBoston Robertson Stephens                                                              
  Attn: Jennifer Sherrill                                                                        
  555 California Street                                                                          
  Suite 2600                                                                                     
  San Francisco, CA 94104                                                                        

Jay Erik Lou.................................    80,750       *        80,750     --            *
  2144 Green Street, #8                                                                          
  San Francisco, CA 94123                                                                        

D. Kathryn Weller............................    68,903       *        68,903     --            *
  c/o Morgan Stanley Dean Witter                                                                 
  Attn: David Huang                                                                              
  6140 Stoneridge Mall Road                                                                      
  Suite 100                                                                                      
  Pleasanton, CA 94588                                                                           

Jody M. Sherman..............................    52,810       *        52,810     --            *
  Morgan Stanely Dean Witter                                                                     
  Attn: David Huang                                                                              
  6140 Stoneridge Mall Road                                                                      
  Suite 100                                                                                      
  Pleasanton, CA 94588                                                                           

Charles Moldow...............................    52,253       *        52,253     --            *
  170 Seminary Drive                                                                             
  Menlo Park, CA 94025                                                                           

Stanley J. Meresman..........................    37,192       *        37,192     --            *
  2071 Huntington Lane                                                                           
  Los Altos, CA 94024                                                                            

Marian Susan Boardley........................    36,424       *        36,424     --            *
  c/o SalomonSmithBarney                                                                         
  Attn: Matthew L. Megorden                                                                      
  350 California Street, 22 nd Floor                                                             
  San Francisco, CA 94104                                                                        

Niall D. Hawkins.............................    33,878       *        33,878     --            *
  3060 Turk Street                                                                               
  San Francisco, CA 94118                                                                        

Wendover LLC.................................    33,848       *        33,848     --            *
  Attn: H. Rankin, Jr.                                                                           
  66 Stanton Road                                                                                
  Darien, CT 06820                                                                               

Charles R. Ewald.............................    29,637       *        29,637     --            *
  50 California Street                                                                           
  Suite 2925                                                                                     
  San Francisco, CA 94111                                                                        

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                                                        · Enlarge/Download Table

                                                                                      SHARES     
                                              SHARES BENEFICIALLY                  BENEFICIALLY  
                                              OWNED PRIOR TO THIS                  OWNED AFTER   
                                                  OFFERING(1)                     THIS OFFERING  
                                              -------------------  SHARES BEING  ----------------
              NAME AND ADDRESS                 NUMBER     PERCENT      SOLD      NUMBER   PERCENT
              ----------------                ---------   -------  ------------  ------   -------
                                                                                                 
Russell S. Reynolds Jr.......................    29,637       *        29,637     --            *
  39 Clapboard Ridge Road                                                                        
  Greenwich, CT 06830                                                                            

Doris Lynn Ellwood...........................    29,139       *        29,139     --            *
  4812 SW 39th Drive                                                                             
  Portland, OR 97221                                                                             

Thomas Warford Mullen........................    26,276       *        26,276     --            *
  850 Covington Road                                                                             
  Los Altos, CA 94024                                                                            

Robert C. Harris.............................    25,000       *        25,000     --            *
  One Sansome Street, 41st. Fl                                                                   
  San Francisco, CA 94104                                                                        

Todd Rankin..................................    22,325       *        22,325     --            *
  730 Shrader Street                                                                             
  San Francisco, CA 94117                                                                        

Wilblairco Associates, L.P...................    20,951       *        20,951     --            *
  222 W. Adams Street                                                                            
  Chicago, IL 60606                                                                              

ARBA, LLC....................................    19,160       *        19,160     --            *
  c/o Pell Development Co.                                                                       
  Attn: Dave Pell                                                                                
  600 Harrison Street                                                                            
  Suite 100                                                                                      
  San Francisco, CA 94107                                                                        

Scott and Rhonda Sorochak....................    18,568       *        18,568     --            *
  804 Whitehaven Place                                                                           
  San Ramon, CA 94583                                                                            

RMC Investments, LLC.........................    17,237       *        17,237     --            *
  c/o E. Tyler Miller                                                                            
  11750 Sorrento Valley Road                                                                     
  San Diego, CA 92121                                                                            

Thanos Triant................................    14,929       *        14,929     --            *
  2170 Stockbridge Avenue                                                                        
  Woodside, CA 94062                                                                             

Junho Suh....................................    14,433       *        14,433     --            *
  3950 Medford Street                                                                            
  Los Angeles 90063                                                                              

Carlos Ramiro Teran..........................    13,445       *        13,445     --            *
  3199 Clay Street, #9                                                                           
  San Francisco, CA 94115                                                                        

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                                                                                      SHARES     
                                              SHARES BENEFICIALLY                  BENEFICIALLY  
                                              OWNED PRIOR TO THIS                  OWNED AFTER   
                                                  OFFERING(1)                     THIS OFFERING  
                                              -------------------  SHARES BEING  ----------------
              NAME AND ADDRESS                 NUMBER     PERCENT      SOLD      NUMBER   PERCENT
              ----------------                ---------   -------  ------------  ------   -------
                                                                                                 
Rainbow Trading Venture Partners, L.P........    12,745       *        12,745     --            *
  8201 Preston Road, Suite 400                                                                   
  Dallas, TX 75225                                                                               

Fincher W. Smith.............................    10,848       *        10,848     --            *
  2609 Cline Street                                                                              
  Tallahassee, FL 32312                                                                          

William F. Headapohl.........................    10,649       *        10,649     --            *
  120 Ben Hogan Drive                                                                            
  Missoula, MT 59803                                                                             

Bruce Moldow.................................     9,355       *         9,355     --            *
  5061 N.W. 119th Terrace                                                                        
  Coral Springs, FL 33076                                                                        

Adrian Scott.................................     8,462       *         8,462     --            *
  11 Brush Place, #1                                                                             
  San Francisco, CA 94103                                                                        

Robert B. Deans, Jr..........................     8,462       *         8,462     --            *
  545 Madison Avenue                                                                             
  9th Floor                                                                                      
  New York, NY 10022                                                                             

Brad Garlinghouse............................     8,394       *         8,394     --            *
  1428 Oak Street                                                                                
  San Mateo, CA 94402                                                                            

Brett Helm...................................     8,394       *         8,394     --            *
  12155 Travertine Court                                                                         
  Poway, CA 92064                                                                                

Wade Brown...................................     8,310       *         8,310     --            *
  1705 Long Gate Road                                                                            
  Plymouth, CA 95669                                                                             

Andrew L. Joos...............................     7,554       *         7,554     --            *
  241 Arroyo Grande Way                                                                          
  Los Gatos, CA 95032                                                                            

Ronald & Gayle Conway as Trustees of the                                                         
  Conway                                                                                         
  Family Trust dated 9/25/96.................     7,464       *         7,464     --            *
  76 Adam Way                                                                                    
  Atherton, CA 94027                                                                             

Stanley J. and Sharon A. Meresman, as                                                            
  Trustees of                                                                                    
  the Meresman Family Trust U/D/T dated                                                          
  9/19/89....................................     7,464       *         7,464     --            *
  2071 Huntington Lane                                                                           
  Los Altos, CA 94024                                                                            

Jeff Kolodin.................................     6,769       *         6,769     --            *
  43603 Daphney House Court                                                                      
  Potomac, MD 20850                                                                              

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                                                                                       SHARES     
                                               SHARES BENEFICIALLY                  BENEFICIALLY  
                                               OWNED PRIOR TO THIS                  OWNED AFTER   
                                                   OFFERING(1)                     THIS OFFERING  
                                               -------------------  SHARES BEING  ----------------
              NAME AND ADDRESS                  NUMBER     PERCENT      SOLD      NUMBER   PERCENT
              ----------------                 ---------   -------  ------------  ------   -------
                                                                                                  
Garson Soe...................................      6,296       *         6,296     --            *
  123 Woodview Circle                                                                             
  San Ramon, CA 94583                                                                             

Berton and Gloria Muldow.....................      5,971       *         5,971     --            *
  35 Bermuda Road                                                                                 
  Westport, CT 06880                                                                              

Jaideep Singh................................      5,876       *         5,876     --            *
  5 Villa Terrace                                                                                 
  San Francisco, CA 94114                                                                         

Kristin Link.................................      5,540       *         5,540     --            *
  4 Lyndhurst Court                                                                               
  Belmont, CA 94002                                                                               

Joseph R. Maravillas.........................      5,412       *         5,412     --            *
  2231 Santa Ana Drive                                                                            
  Fairfield, CA 94533                                                                             

Craig Winfield Johnson.......................      5,280       *         5,280     --            *
  25 Cherokee Court                                                                               
  Portola Valley, CA 94028                                                                        

Trevor Colby.................................      5,036       *         5,036     --            *
  6701 Dune Drive                                                                                 
  Malibu, CA 90265                                                                                

James L. Brock...............................      4,478       *         4,478     --            *
  1837 Brewster Avenue                                                                            
  Redwood City, CA 94062                                                                          

CNA Trust Company, TTEE ULG 401(k) Retirement                                                     
  Plan,                                                                                           
  FBO Robert V. W. Zipp......................      4,478       *         4,478     --            *
  3080 South Bristol Street                                                                       
  Costa Mesa, CA 92626                                                                            

Chris Berwind................................      4,198       *         4,198     --            *
  At Home Network                                                                                 
  450 Broadway                                                                                    
  Redwood City, CA 94063                                                                          

Craig and Kathy Dunnigan.....................      4,198       *         4,198     --            *
  3211 Bonita Drive                                                                               
  Sacramento, CA 95821                                                                            

Joe Haar.....................................      4,198       *         4,198     --            *
  2206 Foxworthy Avenue                                                                           
  San Jose, CA 95124                                                                              

Eric and Lisa Kurland........................      4,198       *         4,198     --            *
  3040 Magnum Drive                                                                               
  San Jose, CA 95135                                                                              

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                                                                                      SHARES     
                                              SHARES BENEFICIALLY                  BENEFICIALLY  
                                              OWNED PRIOR TO THIS                  OWNED AFTER   
                                                  OFFERING(1)                     THIS OFFERING  
                                              -------------------  SHARES BEING  ----------------
              NAME AND ADDRESS                 NUMBER     PERCENT      SOLD      NUMBER   PERCENT
              ----------------                ---------   -------  ------------  ------   -------
                                                                                                 
Frank J. and Caroline Martini................     4,198       *         4,198     --            *
  4139 Terra Granada Drive 1B                                                                    
  Walnut Creek, CA 94595                                                                         

William Martini..............................     4,198       *         4,198     --            *
  3131 Grey Eagle Drive                                                                          
  Walnut Creek, CA 94595                                                                         

Kenneth Paris................................     4,198       *         4,198     --            *
  PMB # 345                                                                                      
  2657 Windmill Parkway                                                                          
  Henderson, NV 89014                                                                            

Terry Pashoian...............................     4,198       *         4,198     --            *
  2859 S. Bascom Avenue, #302                                                                    
  Campbell, CA 95008                                                                             

Patrick Lin..................................     4,197       *         4,197     --            *
  8 Honey Hill Road                                                                              
  Orinda, CA 94563                                                                               

The Community Trust Under the Green Family                                                       
  Trust Under Agreement Dated November 6,                                                        
  1995.......................................     3,579       *         3,579     --            *
  25 Magnolia Drive                                                                              
  Atherton, CA 94027                                                                             

Mark A. Medearis.............................     2,996       *         2,996     --            *
  c/o Venture Law Group                                                                          
  2800 Sand Hill Road                                                                            
  Menlo Park, CA 94025                                                                           

Teresa M. Crummett...........................     2,985       *         2,985     --            *
  1999 Green Street, #104                                                                        
  San Francisco, CA 94123                                                                        

Frank Czyz...................................     2,938       *         2,938     --            *
  148 Haverhill Court                                                                            
  San Jose, CA 95139                                                                             

Donald M. Keller, Jr.........................     2,693       *         2,693     --            *
  165 James Avenue                                                                               
  Atherton, CA 94027                                                                             

Tae Hea Nahm.................................     2,693       *         2,693     --            *
  c/o Venture Law Group                                                                          
  2800 Sand Hill Road                                                                            
  Menlo Park, CA 94025                                                                           

Tyler Abbott.................................     2,099       *         2,099     --            *
  105 Fairmount Street                                                                           
  San Francisco, CA 94131                                                                        

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                                                                                      SHARES     
                                              SHARES BENEFICIALLY                  BENEFICIALLY  
                                              OWNED PRIOR TO THIS                  OWNED AFTER   
                                                  OFFERING(1)                     THIS OFFERING  
                                              -------------------  SHARES BEING  ----------------
              NAME AND ADDRESS                 NUMBER     PERCENT      SOLD      NUMBER   PERCENT
              ----------------                ---------   -------  ------------  ------   -------
                                                                                                 
Richard and Brenda Albright..................     2,099       *         2,099     --            *
  2348 Gammay Common                                                                             
  Livermore, CA 94550                                                                            

Murray J. and Alice K. Kurland...............     2,099       *         2,099     --            *
  418 Stuart Lane                                                                                
  Palatine, IL 60067-6730                                                                        

David Scher..................................     2,099       *         2,099     --            *
  2200 Nordica Court                                                                             
  Las Vegas, NV 84117                                                                            

Forrest Stamps...............................     2,099       *         2,099     --            *
  177 Valdivia Circle                                                                            
  San Ramon, CA 94583                                                                            

Ken and Ann Schwing..........................     2,098       *         2,098     --            *
  2020 Limerick Lane                                                                             
  Brookfield, WI 53045                                                                           

Mark Windfeld-Hansen.........................     2,087       *         2,087     --            *
  1040 Parrott Drive                                                                             
  Hillsborough, CA 94010                                                                         

Elias J. Blawie..............................     1,783       *         1,783     --            *
  665 San Mateo Drive                                                                            
  Menlo Park, CA 94025                                                                           

Mark Bennett Weeks...........................     1,481       *         1,481     --            *
  c/o Venture Law Group                                                                          
  2800 Sand Hill Road                                                                            
  Menlo Park, CA 94025                                                                           

William W. Ericson...........................     1,279       *         1,279     --            *
  4750 Carillon Point                                                                            
  Kirkland, WA 98033                                                                             

Steven J. Tonsfeldt..........................     1,279       *         1,279     --            *
  75 Holbrook Lane                                                                               
  Atherton, CA 94027                                                                             

Craig Elliott Sherman........................     1,078       *         1,078     --            *
  c/o Venture Law Group                                                                          
  4750 Carillon Point                                                                            
  Kirkland, WA 98033                                                                             

Jeffrey Y. Suto..............................     1,078       *         1,078     --            *
  c/o Venture Law Group                                                                          
  2775 Sand Hill Road                                                                            
  Menlo Park, CA 94025                                                                           

Kevin Schwing................................     1,007       *         1,007     --            *
  120 Cameron Street, #CS106                                                                     
  Alexandria, VA 22314                                                                           

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                                                                                      SHARES     
                                              SHARES BENEFICIALLY                  BENEFICIALLY  
                                              OWNED PRIOR TO THIS                  OWNED AFTER   
                                                  OFFERING(1)                     THIS OFFERING  
                                              -------------------  SHARES BEING  ----------------
              NAME AND ADDRESS                 NUMBER     PERCENT      SOLD      NUMBER   PERCENT
              ----------------                ---------   -------  ------------  ------   -------
                                                                                                 
Cathryn S. Chinn.............................       928       *           928     --            *
  c/o Venture Law Group                                                                          
  2800 Sand Hill Road                                                                            
  Menlo Park, CA 94025                                                                           

Sonya F. Erickson............................       928       *           928     --            *
  c/o Venture Law Group                                                                          
  4750 Carillon Point                                                                            
  Kirkland, WA 98033                                                                             

Edmund S. Ruffin, Jr.........................       928       *           928     --            *
  842 Edgewood Road                                                                              
  Redwood City, CA 94062                                                                         

Glen R. Van Ligten...........................       928       *           928     --            *
  c/o Venture Law Group                                                                          
  2800 Sand Hill Road                                                                            
  Menlo Park, CA 94025                                                                           

Scott Gregory Jower..........................       637       *           637     --            *
  180 Derby Lane                                                                                 
  Moraga, CA 94556                                                                               

John V. Bautista.............................       617       *           617     --            *
  4 Brady Place                                                                                  
  Menlo Park, CA 94025                                                                           

Jon E. Gavenman..............................       617       *           617     --            *
  2061 Camino A Los Cerros                                                                       
  Menlo Park, CA 94025                                                                           

David C. Lee.................................       569       *           569     --            *
  1910 Polk Court                                                                                
  Mountain View, CA 94040                                                                        

Michael Andrew Morrissey.....................       569       *           569     --            *
  2775 Sand Hill Road                                                                            
  Menlo Park, CA 94027                                                                           

Renee R. Deming..............................       542       *           542     --            *
  309 Walsh Road                                                                                 
  Atherton, CA 94025                                                                             

Laura Andrea Gordon..........................       532       *           532     --            *
  c/o Venture Law Group                                                                          
  2800 Sand Hill Road                                                                            
  Menlo Park, CA 94025                                                                           

Kara Diane Palmer............................       532       *           532     --            *
  1919 E. Blaine Street                                                                          
  Seattle, WA 98112                                                                              

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                                                                                      SHARES     
                                              SHARES BENEFICIALLY                  BENEFICIALLY  
                                              OWNED PRIOR TO THIS                  OWNED AFTER   
                                                  OFFERING(1)                     THIS OFFERING  
                                              -------------------  SHARES BEING  ----------------
              NAME AND ADDRESS                 NUMBER     PERCENT      SOLD      NUMBER   PERCENT
              ----------------                ---------   -------  ------------  ------   -------
                                                                                                 
Christine A. Tomomatsu.......................       532       *           532     --            *
  c/o Venture Law Group                                                                          
  2800 Sand Hill Road                                                                            
  Menlo Park, CA 94025                                                                           

Jon C. Richards..............................       461       *           461     --            *
  1031 Hamilton Avenue                                                                           
  Palo Alto, CA 94301                                                                            

Christopher J. Hurley........................       268       *           268     --            *
  1722 4th Avenue North                                                                          
  Seattle, WA 98109                                                                              

Kate West Rowan..............................       216       *           216     --            *
  c/o Venture Law Group                                                                          
  2800 Sand Hill Road                                                                            
  Menlo Park, CA 94025                                                                           

Kenneth D. Cramer............................        93       *            93     --            *
  1648 Eaton Avenue                                                                              
  San Carlos, CA 94070                                                                           

16 other selling stockholders, the aggregate                                                     
  share......................................   195,755       *       195,755     --            *
  amount of which is less than 1% of the                                                         
  outstanding common stock prior to the                                                          
  offering(4)                                                                                    

-------------------------                                                       
*  Represents beneficial ownership of less than 1% of our common stock.       

(1) Percent of shares beneficially owned prior to and after this offering is    
determined based on 35,907,657 shares outstanding as of June 30, 1999.  
Beneficial ownership is determined in accordance with the rules of the  
   Securities and Exchange Commission. The number of shares beneficially owned
   by a person includes shares of common stock subject to options held by that
   person that are currently exercisable or exercisable within 60 days of June
30, 1999. Such shares issuable pursuant to such options are deemed      
outstanding for computing the percentage ownership of the person holding
 such options but not deemed outstanding for the purposes of computing the
percentage ownership of each other person. To our knowledge, the persons
 named in this table have sole voting and investment power with respect to
all shares of common stock shown as owned by them, subject to community 
property laws where applicable and except as indicated in the other     
   footnotes to this table. Unless otherwise indicated, the address of each of
the individuals named above is: c/o Beyond.com Corporation, 1195 West   
Fremont Avenue, Sunnyvale, California 94087.                            

(2) Represents 755,676 shares held by Global Retail Partners, L.P., 52,026      
  shares held by Global Retail Partners Funding, Inc., 10,295 shares held by
Global Retail Partners, Inc., 49,124 shares held by GRP Partners, L.P., 
    225,173 shares held by DLJ Diversified Partners, L.P., 83,625 shares held by
 DLJ Diversified Partners-A, L.P., 7,951 shares held by DLJ First ESC L.P.
and 5,054 shares held by DLJ ESC II L.P.                                

(3) Represents 56,791 shares of common stock held by UT Capital Partners        
International, LDC (formerly UH Capital Partners International, LDC),   
  345,753 shares held by UT Technology Partners, LDC (formerly UH Technology
Partners, LDC); 37,747 shares held by Unterberg Harris Private Equity   
Partners, L.P., 8,063 shares held by Unterberg Harris                   

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   Private Equity Partners, CV, 5,769 shares held by C.E. Unterberg Towbin LLC
   and an aggregate of 25,392 shares held by individuals associated with these
entities.                                                               

(4) Represents 195,755 shares held by 16 stockholders who received such shares  
  in connection with the merger of one of our wholly-owned subsidiaries with
 and into BuyDirect.com, Inc. and the exchange of all common and preferred
   stock of BuyDirect.com, Inc. held by them, who, in the aggregate, hold less
than 1% of the outstanding common stock prior to this offering.         

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17,504,129 SHARES 

BEYOND.COM CORPORATION
COMMON STOCK
------------------------- 

This prospectus relates to 17,504,129 outstanding shares of our common
stock that the selling stockholders named in this prospectus may offer from time
to time. Of these shares, 4,437,042 shares were issued to holders of            
BuyDirect.com, Inc.'s common and preferred stock in connection with a           
transaction whereby one of our wholly-owned subsidiaries merged with and into   
BuyDirect.com, Inc. We are filing the registration statement of which this      
prospectus is a part to satisfy our contractual obligations relating to the     
shares issued in connection with the BuyDirect.com merger, as well as to provide
additional holders of up to 13,067,087 outstanding shares of our common stock   
with freely tradeable securities. The registration of these shares does not     
necessarily mean that any of the selling stockholders will offer or sell their  
shares.                                                                         

   We are not offering or selling any shares of our common stock pursuant to
this prospectus. We will not receive any of the proceeds from the sale by the   
selling stockholders of the shares of common stock. We will bear the expenses of
the offering of the common stock, except that the selling stockholders will pay 
any applicable underwriting fees, discounts or commissions and transfer taxes,  
as well as the feels and disbursements of his or her counsel and experts.       

Our common stock is listed for trading on The Nasdaq Stock Market's   
National Market under the symbol "BYND". On July 29, 1999, the last reported    
sales price for our common stock on The Nasdaq Stock Market's National Market   
was $21.00.                                                                     

  INVESTING IN OUR COMMON STOCK INVOLVES CERTAIN RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 3.                                                            

 NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE   
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.                                                               
------------------------- 

The date of this prospectus is July 30, 1999

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TABLE OF CONTENTS 

                                                                · Download Table

                                      PAGE
                                      ----
                                          
RISK FACTORS........................    3 
BEYOND.COM CORPORATION..............   22 
USE OF PROCEEDS.....................   23 
DIVIDEND POLICY.....................   23 
SELLING STOCKHOLDERS................   24 
DESCRIPTION OF CAPITAL STOCK........   29 
PLAN OF DISTRIBUTION................   34 

                                                                · Download Table

                                      PAGE
                                      ----
                                          
LEGAL MATTERS.......................   35 
EXPERTS.............................   35 
WHERE YOU CAN FIND MORE                   
  INFORMATION.......................   35 
INCORPORATION OF CERTAIN DOCUMENTS        
  BY REFERENCE......................   36 

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

  YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO
WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH   
INFORMATION THAT IS DIFFERENT. INFORMATION CONTAINED IN BEYOND.COM'S WEB SITE   
DOES NOT CONSTITUTE PART OF THIS DOCUMENT. THIS DOCUMENT MAY BE USED ONLY WHERE 
IT IS LEGAL TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY 
BE ACCURATE ON THE DATE OF THIS DOCUMENT.                                       

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RISK FACTORS

 You should carefully consider the risks described below before making a
decision to purchase shares of our common stock. If any of the following risks  
actually occur, our business, financial condition or results of future          
operations could be materially adversely affected. In such case, the trading    
price of our common stock could decline, and you may lose all or part of your   
investment. This prospectus contains forward-looking statements that involve    
risks and uncertainties. Our actual results could differ materially from those  
anticipated in the forward-looking statements as a result of many factors,      
including the risks faced by us described below and elsewhere in this           
prospectus.                                                                     

WE HAVE A LIMITED OPERATING HISTORY AND HAVE INCURRED NET LOSSES SINCE          
INCEPTION AND EXPECT FUTURE LOSSES                                              

     We began selling software on our Web site in November 1994. As a result, we
have only a limited operating history upon which you may evaluate our business  
and prospects. We incurred net losses of $57.5 million from inception of our    
business through March 31, 1999. As of March 31, 1999, we had an accumulated    
deficit of $61.2 million. We expect to continue to incur significant net        
operating losses for the foreseeable future.                                    

WE ANTICIPATE SIGNIFICANT LOSSES AND NEGATIVE CASH FLOW                         

   We expect significant operating losses and negative cash flow to continue
for the foreseeable future. We anticipate our losses will increase significantly
from current levels because we expect to incur additional costs and expenses    
related to:                                                                     

- brand development, marketing and promotion;                         

- Web site content development;                                       

- strategic relationship development and maintenance; and             

   - technology and operating infrastructure development, including improved
digital download capabilities.                                    

  In addition, in March 1999 we completed a transaction whereby one of our
wholly-owned subsidiaries merged with and into BuyDirect.com, Inc., an online   
software retailer. As a result of the BuyDirect.com merger, we expect that our  
losses will increase even more significantly due to additional costs and        
expenses related to:                                                            

- increased headcount;                                                

- additional facilities and infrastructure; and                       

- assimilation of operations and personnel.                           

In addition, as a result of the BuyDirect.com merger we recorded a    
significant amount of goodwill, the amortization of which will adversely affect 
our earnings and profitability for the foreseeable future. We recorded goodwill 
and other intangible assets as of March 31, 1999 of approximately $136 million, 
which are being amortized through 2002. We believe it is likely that we will not
generate additional earnings sufficient to recover the amount of goodwill and   
other intangible assets recorded during the period in which they are amortized. 

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Because we have relatively low gross margins, our ability to become   
profitable given our planned expenses depends on our ability to generate and    
sustain substantially higher net revenues. If we do achieve profitability, we   
cannot be certain that we can sustain or increase profitability on a quarterly  
or annual basis in the future.                                                  

    We base our current and future expense levels, which are largely fixed, on
our operating plans and estimates of future revenues. We find sales and         
operating results difficult to forecast, because they generally depend on the   
volume and timing of the orders we receive. As a result, we may be unable to    
adjust our spending in a timely manner to compensate for any unexpected revenue 
shortfall. A shortfall in revenues will significantly harm our business and     
operating results. In view of the rapidly evolving nature of our business,      
proposed and possible future acquisitions and our limited operating history of  
selling software online, we have little experience forecasting our revenues.    
Therefore, we believe that period-to-period comparisons of our financial results
are not necessarily meaningful and you should not rely upon them as an          
indication of our future performance. If we cannot achieve and sustain operating
profitability or positive cash flow from operations, we may be unable to meet   
our debt service obligations or working capital requirements, which would       
adversely affect our business.                                                  

OUR FUTURE OPERATING RESULTS ARE UNPREDICTABLE                                  

     Our revenues and operating results may fluctuate significantly from quarter
to quarter due to a number of factors, not all of which are in our control.     
These factors include:                                                          

 - our ability to attract and retain new customers and maintain customer
satisfaction;                                                     

- new Web sites, services and products introduced by us or by our     
competitors;                                                      

- price competition;                                                  

  - decreases in the level of growth, use of or consumer acceptance of the
       Internet and other online services for the purchase of consumer products;

 - our ability to upgrade and develop our systems and infrastructure and
     attract new personnel in a timely and effective manner, and our ability
to integrate BuyDirect.com's systems and personnel;               

  - traffic levels on our Web site and our ability to convert that traffic
into customers;                                                   

- the amount and timing of operating costs and capital expenditures   
       associated with integrating BuyDirect.com's personnel and operations into
   our business, including but not limited to, BuyDirect.com's financial
obligations under its strategic marketing alliance agreements;    

 - the termination of any strategic marketing alliances such as those we
      have with America Online, Excite@Home, Network Associates, Yahoo!, CNET,
       Inc., Xoom.com, ZDNet, a division of ZD, Inc. and other partners pursuant
to which we receive exposure to traffic on third-party Web sites; 

   - the termination of contracts with major purchasers, particularly United
States government agencies;                                       

- technical difficulties or system downtime affecting the Internet or 
online services, generally, or the operation of our Web site;     

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 - the failure of Internet bandwidth to increase significantly over time
and/or an increase in the cost to consumers of obtaining or using 
Internet bandwidth;                                               

- the amount and timing of operating costs and capital expenditures   
       relating to the expansion of our business, operations and infrastructure;

- the number of popular software titles introduced;                   

 - government regulations related to use of the Internet for commerce or
sales and distribution of software; and                           

- general economic conditions and economic conditions specific to the 
Internet, online commerce and the software industry.              

We must increase software sales through Web sites and online sites by 
increasing the number of visitors to our online sites or by increasing the      
percentage of visitors to our online sites who purchase software. We must also  
increase the number of repeat purchasers of software through our online sites,  
increase revenues from sales to consumer purchasers and digital download        
software product sales in absolute dollars and as a percentage of our total net 
revenues. In addition, we must successfully establish, maintain and enhance the 
Beyond.com brand. We cannot be certain that we can accomplish these objectives  
or that our business strategy will be successful.                               

 Seasonal fluctuations in the software industry, Internet and commercial
online service usage, and traditional retail, government and corporate seasonal 
spending patterns and advertising expenditures may affect our business. In      
particular, Internet and online service usage and its rate of growth may decline
in the summer. These seasonal patterns may cause quarterly fluctuations in our  
operating results and could adversely and materially affect our financial       
performance.                                                                    

  Our gross margins are likely to fluctuate over time. A number of factors
may impact our gross margins, including:                                        

 - the mix of revenues from sales to government, corporate, consumer and
publisher channels;                                               

- the mix of revenues from sales of shrink-wrap products and products 
delivered through digital download;                               

- the mix of revenues from sales of software products and computer    
     peripheral products (such as joysticks, personal organizers and related
products);                                                        

- the mix of revenues we derive from our relationships with strategic 
     partners such as America Online, Excite@Home, CNET, Network Associates,
Xoom, Yahoo! and ZDNet and from our Web site; and                 

- the amount of advertising or promotional revenues we receive.       

We realize higher gross margins from:                                 

   - advertising and promotional revenues than from software products sales;

 - product sales through digital download than from sales of shrink-wrap
software products;                                                

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    - sales of specialty software products than from sales of widely available
commodity software products; and                                  

   - sales to consumer purchasers than from sales to government or corporate
purchasers.                                                       

   Any change in one or more of these factors could adversely and materially
affect our gross margins and operating results in future periods. Further, we   
believe that the size of new software products will continue to increase and    
that they will be suitable for digital download only if network bandwidth       
increases significantly. This trend may limit our ability to distribute such    
software products via digital download and may limit our ability to realize the 
higher gross margins associated with digital download software product sales.   

Due to the foregoing factors, we believe that quarter-to-quarter      
comparisons of our operating results are not a good indicator of our future     
performance. It is likely that in some future quarter our operating results may 
fall below the expectations of securities analysts and investors. In this event,
the trading price of our common stock may fall significantly.                   

WE NEED ADDITIONAL CAPITAL TO PAY DEBT SERVICE ON THE 7 1/4% CONVERTIBLE        
SUBORDINATED NOTES AND FOR OTHER PURPOSES                                       

We require substantial working capital to fund our business. We expect
operating losses and negative cash flow to continue for the foreseeable future. 
We anticipate our existing capital resources will meet our capital requirements 
through at least the next 12 months from the date of this prospectus. However,  
we may have additional capital needs before this period ends. Thereafter, we    
will likely have to raise additional funds, in part to make interest payments to
holders of our 7 1/4% Convertible Subordinated Notes, and in part to meet our   
obligations to America Online, Excite@Home, CNET, Excite, Netscape, Network     
Associates, Xoom, Yahoo!, ZDNet, and other partners. We may elect to seek       
additional funds at any time.                                                   

    The actual amount and timing of our future capital requirements may differ
materially from our estimates. In particular, our estimates may be inaccurate as
a result of changes and fluctuations in our revenues, operating costs and       
development expenses. Our revenues, operating costs and development expenses    
will be negatively affected by any inability to:                                

- effectively and efficiently manage the expansion of our operations, 
 including the integration of BuyDirect.com's systems and personnel;

    - obtain favorable co-branding or Internet marketing agreements with third
      parties similar to those with America Online, Excite@Home, CNET, Network
Associates, Xoom, Yahoo! or ZDNet;                                

- negotiate favorable contracts with suppliers, including large volume
discounts on purchases of software; and                           

 - improve brand recognition, attract sufficient numbers of customers or
increase the volume of our software sales.                        

 Our revenues and costs also depend upon factors that we cannot control.
These factors include changes in technology and regulations, increased          
competition and factors such as Web integrity, seasonality, and performance by  
third parties in connection with our operations. Because of these factors, our  
actual revenues and costs are uncertain and may vary considerably. These        
variations may significantly affect our future need for capital.                

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Also, if we accelerate the expansion of our operations or complete any          
acquisitions, we will require more funding sooner than we currently expect. We  
may be unable to raise financing sufficient for our needs, either on suitable   
terms or at all. This will hinder our ability to satisfy our obligations to     
holders of our 7 1/4% Convertible Subordinated Notes. This result would         
substantially harm the trading price of our common stock and materially harm our
business.                                                                       

WE ARE SIGNIFICANTLY LEVERAGED AND WE REQUIRE SUBSTANTIAL AMOUNTS OF CAPITAL FOR
DEBT SERVICE                                                                    

By selling the 7 1/4% Convertible Subordinated Notes in November and  
December 1998, we incurred $63,250,000 principal amount of indebtedness. This   
resulted in a ratio of long-term debt to total capitalization at March 31, 1999 
of approximately 23 to 1. Our increased leverage could limit or reduce our      
ability to obtain financing for working capital, acquisitions or other purposes 
and could make us more vulnerable to industry downturns and competitive         
pressures.                                                                      

We will likely require substantial amounts of cash to fund scheduled  
payments of principal and interest on our 7 1/4% Convertible Subordinated Notes,
future capital expenditures and any increased working capital requirements. We  
believe we may be unable to meet our cash requirements out of cash flow from    
operations and available borrowings. We also may be unable to obtain alternative
financing. A lack of adequate financing may adversely affect our ability to:    

- respond to changing business and economic conditions;               

- make future acquisitions;                                           

- absorb negative operating results; or                               

- fund capital expenditures or increased working capital requirements.

    We could attempt to refinance our 7 1/4% Convertible Subordinated Notes if
our cash flow from operations is insufficient to repay them at maturity.        
However, a refinancing might not be available on terms acceptable to us, or at  
all. If we fail to make necessary payments on our 7 1/4% Convertible            
Subordinated Notes, we will be in default under the terms of our 7 1/4%         
Convertible Subordinated Notes, and may also be in default under agreements     
controlling our other indebtedness, if any. Any default by us under our 7 1/4%  
Convertible Subordinated Notes or on other indebtedness could adversely affect  
our financial condition and operating results.                                  

WE MUST ESTABLISH OUR NEW BRAND                                                 

A growing number of Internet sites, many of which already have        
well-established brands, offer products and services that compete with ours. As 
a result, we believe we must establish, maintain and enhance our "Beyond.com"   
brand. We have been operating under the "Beyond.com" name since August 1998. Our
success in promoting and maintaining our new brand or any other brand that we   
may use in the future will depend largely on our ability to provide a high      
quality online experience supported by dedicated customer service. We cannot    
assure that we will be able to meet these goals. In addition, to attract and    
retain online users and to promote and maintain our new brand or future brands, 
we may need to substantially increase our marketing expenditures to create and  
maintain strong brand loyalty among our customers. Our business could be        
adversely                                                                       

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affected if our marketing efforts are unproductive or if we cannot increase our 
brand awareness.                                                                

OUR MARKETS ARE HIGHLY COMPETITIVE                                              

The online commerce market is new, rapidly evolving and intensely     
competitive. We expect competition to intensify in the future because barriers  
to entry are minimal, and current and new competitors can launch new Web sites  
at a relatively low cost. In addition, the software reselling industry is       
intensely competitive. We currently compete primarily with traditional software 
resellers, other online software resellers and other vendors.                   

  In the online market, we compete with many online software resellers and
vendors that maintain similar commercial Web sites (including CompUSA,          
Outpost.com, Egghead.com and Buy.com). We also compete with the growing number  
of software publishers that sell their software products directly online. We    
also anticipate that we may soon compete with other software publishers,        
including Microsoft, that plan to sell their products directly to customers     
online, and indirect competitors that specialize in online commerce or derive   
significant revenues from online commerce, including America Online, Amazon.com,
barnesandnoble.com, Netscape and Yahoo!.                                        

We also compete with:                                                 

- mail order and/or direct marketers of computer products (including  
cataloguers such as Micro Warehouse and CDW Computer Centers and  
  manufacturers such as Dell Computer, Compaq Computer Corporation and
Gateway 2000 Incorporated); and                                   

    - major store-based retailers of software and other related products, such
as CompUSA, OfficeMax, Staples, Office Depot and Wal-Mart.        

Further, these traditional store-based retailers and mail order and/or
direct marketers of computer products have established or may soon establish,   
commercial Web sites offering software and computer products.                   

Competitive pressures created by any one of these current or future   
competitors, or by competitors collectively, could have a material adverse      
affect on our business.                                                         

We believe that the principal competitive factors in our market are:  

- brand recognition;                                                  

- selection;                                                          

- convenience;                                                        

- price;                                                              

- speed and accessibility;                                            

- customer service;                                                   

- quality of site content; and                                        

- reliability and speed of fulfillment.                               

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     In addition to those factors, competition in the large enterprise market is
also based on:                                                                  

- compatibility of products;                                          

- administration and reporting;                                       

- single source supply;                                               

- security; and                                                       

- cost-effective deployment.                                          

Many of our current and potential competitors have longer operating   
histories and larger customer bases than we do. In addition, many of our current
and potential competitors have greater brand recognition and significantly      
greater financial, marketing and other resources than we do.                    

 In addition, as more people use the Internet and other online services,
larger, better established and better financed entities may:                    

- acquire online competitors or software publishers or suppliers;     

- invest in online competitors or software publishers or suppliers; or

 - form joint ventures with online competitors or software publishers or
suppliers.                                                        

  Certain of our actual or potential competitors, such as Ingram Micro and
Tech Data, may be able to:                                                      

- secure merchandise from vendors on more favorable terms;            

- devote greater resources to marketing and promotional campaigns;    

 - adopt more aggressive pricing or inventory availability policies; and

   - devote substantially more resources to web site and systems development
than we do.                                                       

Competitors such as Software Spectrum, Government Technology Services,
Inc., ASAP Software Express Inc. and Corporate Software & Technology have       
greater experience in selling software to the large enterprise market than we   
do. In addition, new technologies and expansion of existing technologies, such  
as price comparison programs that select specific titles from a variety of Web  
sites, may direct customers to online software resellers which compete with us  
and may increase competition. Increased competition may reduce our operating    
margins, as well as cause a loss to both our market share and brand recognition.
Further, to strategically respond to changes in the competitive environment, we 
may sometimes make pricing, service or marketing decisions or acquisitions that 
could materially hurt our business. In addition, companies controlling access to
Internet transactions through network access or Web browsers could promote our  
competitors or charge us a substantial fee for inclusion in their product or    
service offerings. We cannot assure that we can compete successfully against    
current and future competitors. Failure to compete successfully against our     
current and future competitors could materially hurt our business.              

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WE RELY ON SOFTWARE PUBLISHERS AND DISTRIBUTORS                                 

 We are entirely dependent upon the software publishers and distributors
that supply us with software and computer products for resale, and the          
availability of these software and computer products is unpredictable. In 1997  
and 1998, sales of software provided by Mic

Beyond Com Corp · 424B3 · On 8/31/99

Filed On 8/31/99 · SEC File 333-83135 · Accession Number 891618-99-4029

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Prospectus · Rule 424(b)(3)
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