|首 页||申报表||课程负责人||教学队伍||教学内容||教学方法||教学手段||课程规划||教学资源||教学理念||录像教学||教学效果||获奖情况|

电话:023-65382282



教学内容的选择应当符合本课程的
教学理念和教学目标,即教学内容应当
具有针对性和实用性,适于开展双语教
学,能够激发学习兴趣,吸引学生积极
参与教学。



站内搜索





当前位置:西南政法大学外国民商法双语课程-----教学内容
 

wWEBSALE, Inc.
Cross-Reference Sheet Showing Location in the 
Prospectusof Information Required by Items of Form S-1
Form S-1 Item Prospectus Heading

Form S-1 Item Prospectus Heading
1. Forepart of the Registration Statement and OutsideFront Cover Page of Prospectus Outside Front Cover Page
2. Inside Front and Outside Back Cover Pages of Prospectus Inside Front and Outside Back Cover Pages
3. Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges Prospectus Summary; The Company; Risk Factors
4. Use of Proceeds Prospectus Summary; Use of Proceeds
5. Determination of Offering Price Outside Front Cover Page; Underwriting
6. Dilution Dilution
7. Selling Security Holders Principal and Selling Stockholders
8. Plan of Distribution Outside and Inside Front Cover Pages; Underwriting
9. Description of Securities to be Registered Description of Capital Stock
10. Interests of Named Experts and Counsel Not Applicable
11. Information with Respect to the Registrant Outside and Inside Front Cover Pages; Prospectus
Summary; The Company; Risk Factors; Dividend
Policy; Capitalization; Selected Consolidated Financial
Data; Management's Discussion and Analysis of
Financial Condition and Results of Operations;
Business; Management; Principal and Selling
Stockholders; Description of Capital Stock; Shares
Eligible for Future Sale; Consolidated Financial
12. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities
Not Applicable


 

wwwwwwwwwwwwwwwwwwwwwwwwADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission, Washington, D.C., 20549, a
Registration Statement on Form S-1 under the Securities Act of 1933, as amended, with respect to the Common
Stock offered hereby. This Prospectus does not contain all of the information set forth in the Registration Statement
and the exhibits and schedules thereto. For further information with respect to the Company and the Common Stock
offered hereby, reference is made to such Registration Statement and to the exhibits and schedules filed therewith.
Statements contained in this Prospectus regarding the contents of any contract or other document are not necessarily
complete, and in each instance reference is made to the copy of such contract or document filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by such reference. The Registration
Statement, including exhibits and schedules thereto, may be inspected without charge at the principal office of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, and copies of all or any part thereof may be obtained
from such office upon payment of the prescribed fees.
___________________
The Company intends to furnish to its stockholders annual reports containing consolidated financial
statements audited by an independent certified public accounting firm and quarterly reports containing unaudited
consolidated financial information for the first three quarters of each fiscal year.
___________________
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
COMMON STOCK OF THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE
PREVAIL IN THE OPEN MARKET. SUCH STABILIZING IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME..
wwwwwwwwwwwwwwwwwwwwwwwwPROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed information and financial statements,
including the notes thereto, appearing elsewhere in this Prospectus.
THE COMPANY
WEBSALE is an electronic retailer pioneering a new sales format, the interactive 24-hour online auction, designed
to serve as an efficient and entertaining marketing channel. The Company currently specializes in selling refurbished
and close-out computers, peripherals and consumer electronics over the Internet's World Wide Web (the "Web").
WEBSALE's online auctions provide an exciting sales format that leverages the unique characteristics of the Web,
such as interactivity and a sense of community. The Company believes that the consumer enthusiasm generated by
its auction format, the emergence of the Internet as an effective new sales medium and the Company's highly
automated infrastructure combine to create a significant retailing opportunity.
WEBSALE has sold approximately $32 million of merchandise to more than 60,000 customer accounts from its
first auction in May 2000 through December 31, 2001. For a discussion of how the Company recognizes revenue
from these sales, see "Management's Discussion and Analysis of Financial Condition and Results of Operations--
Overview" and Note 1 of Notes to Financial Statements. To date, the Company has auctioned over 362,000
merchandise items, of which over 117,000 were auctioned in the fourth quarter of 2001. More than 1.2 million
unique Internet users have visited WEBSALE's electronic auctions. Over 109,000 of these users are bidders
registered with the Company, with over 48,000 registering in the fourth quarter of 2001 alone.
The Internet is an increasingly significant global medium for communication and commerce. International Data
Corporation ("IDC") estimates that the total value of goods and services purchased on the Web will increase from
$318 million in 2000 to $95 billion in the year 2000. The Internet is evolving into a unique marketing channel, just
as retail stores, mail order catalogs and television shopping have previously evolved as unique channels.
The Company believes the Internet is particularly well suited for selling certain types of merchandise, such as
refurbished and close-out merchandise, because a large target market can be reached quickly and inexpensively. The
disposal of refurbished and close-out merchandise represents a substantial burden on many manufacturers because
such merchandise rapidly declines in value making it difficult to establish a market price. Manufacturers have an
interest in accessing a distribution channel that enables them to dispose of significant quantities of merchandise
quickly and at the best prices possible, without affecting their traditional sales channels.
The Company's auction sales format leverages a chief advantage of the Internet--the ability to change dynamically
merchandise mix, prices and visual presentations. Currently, the Company auctions over 1,500 items each week.
These items generally range in price from $25 to $1,500 and are sold in quantities of one to several hundred.
Customers can bid 24 hours a day, 7 days a week. As customer bids are received, WEBSALE's Web pages are
instantly updated to display the current high bidders' initials, city and state, and an optional comment to personalize
the bidding. The entire auction process, from the posting of the items for auction through notification of the winners,
has been automated by the Company through internally developed proprietary software. In addition, the Company
has developed proprietary software that automates product fulfillment functions, including billing, shipping and
tracking.
The Company's objective is to be one of the dominant retailers on the Internet. The Company intends to leverage
its position as a leading Internet retailer of refurbished and close-out merchandise by enhancing its brand
recognition, continuing to provide a compelling shopping experience, developing incremental revenue opportunities
and building on its leading technology. Moreover, WEBSALE intends to increase the percentage of merchandise it
purchases for its own account with the goal of expanding gross margins and improving customer service.
In addition, WEBSALE believes that relationships with merchandise vendors are critical to its long-term success.
The Company employs a staff of experienced buyers from the computer and consumer electronics industries to build
relationships with and purchase inventory from manufacturers and other vendors. The Company intends to hire
additional merchandise buying staff and enhance its automated systems in order to expand and strengthen suchrelationships. WEBSALE's merchandise has included brands such as AST, AT&T, Aiwa, Apple, Canon, Compaq,
Dell, Hewlett-Packard, Intel, JVC, Kenwood, Lexmark, NEC, Packard Bell, Sanyo, Seagate, Toshiba and Uniden.

 

wWEBSALE, Inc.
Cross-Reference Sheet Showing Location in the 
Prospectusof Information Required by Items of Form S-1
Form S-1 Item Prospectus Heading

Form S-1 Item Prospectus Heading
1. Forepart of the Registration Statement and OutsideFront Cover Page of Prospectus Outside Front Cover Page
2. Inside Front and Outside Back Cover Pages of Prospectus Inside Front and Outside Back Cover Pages
3. Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges Prospectus Summary; The Company; Risk Factors
4. Use of Proceeds Prospectus Summary; Use of Proceeds
5. Determination of Offering Price Outside Front Cover Page; Underwriting
6. Dilution Dilution
7. Selling Security Holders Principal and Selling Stockholders
8. Plan of Distribution Outside and Inside Front Cover Pages; Underwriting
9. Description of Securities to be Registered Description of Capital Stock
10. Interests of Named Experts and Counsel Not Applicable
11. Information with Respect to the Registrant Outside and Inside Front Cover Pages; Prospectus
Summary; The Company; Risk Factors; Dividend
Policy; Capitalization; Selected Consolidated Financial
Data; Management's Discussion and Analysis of
Financial Condition and Results of Operations;
Business; Management; Principal and Selling
Stockholders; Description of Capital Stock; Shares
Eligible for Future Sale; Consolidated Financial
12. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities
Not Applicable


 

wwwwwwwwwwwwwwwwwwwwwwwwADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission, Washington, D.C., 20549, a
Registration Statement on Form S-1 under the Securities Act of 1933, as amended, with respect to the Common
Stock offered hereby. This Prospectus does not contain all of the information set forth in the Registration Statement
and the exhibits and schedules thereto. For further information with respect to the Company and the Common Stock
offered hereby, reference is made to such Registration Statement and to the exhibits and schedules filed therewith.
Statements contained in this Prospectus regarding the contents of any contract or other document are not necessarily
complete, and in each instance reference is made to the copy of such contract or document filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by such reference. The Registration
Statement, including exhibits and schedules thereto, may be inspected without charge at the principal office of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, and copies of all or any part thereof may be obtained
from such office upon payment of the prescribed fees.
___________________
The Company intends to furnish to its stockholders annual reports containing consolidated financial
statements audited by an independent certified public accounting firm and quarterly reports containing unaudited
consolidated financial information for the first three quarters of each fiscal year.
___________________
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
COMMON STOCK OF THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE
PREVAIL IN THE OPEN MARKET. SUCH STABILIZING IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME..
wwwwwwwwwwwwwwwwwwwwwwwwPROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed information and financial statements,
including the notes thereto, appearing elsewhere in this Prospectus.
THE COMPANY
WEBSALE is an electronic retailer pioneering a new sales format, the interactive 24-hour online auction, designed
to serve as an efficient and entertaining marketing channel. The Company currently specializes in selling refurbished
and close-out computers, peripherals and consumer electronics over the Internet's World Wide Web (the "Web").
WEBSALE's online auctions provide an exciting sales format that leverages the unique characteristics of the Web,
such as interactivity and a sense of community. The Company believes that the consumer enthusiasm generated by
its auction format, the emergence of the Internet as an effective new sales medium and the Company's highly
automated infrastructure combine to create a significant retailing opportunity.
WEBSALE has sold approximately $32 million of merchandise to more than 60,000 customer accounts from its
first auction in May 2000 through December 31, 2001. For a discussion of how the Company recognizes revenue
from these sales, see "Management's Discussion and Analysis of Financial Condition and Results of Operations--
Overview" and Note 1 of Notes to Financial Statements. To date, the Company has auctioned over 362,000
merchandise items, of which over 117,000 were auctioned in the fourth quarter of 2001. More than 1.2 million
unique Internet users have visited WEBSALE's electronic auctions. Over 109,000 of these users are bidders
registered with the Company, with over 48,000 registering in the fourth quarter of 2001 alone.
The Internet is an increasingly significant global medium for communication and commerce. International Data
Corporation ("IDC") estimates that the total value of goods and services purchased on the Web will increase from
$318 million in 2000 to $95 billion in the year 2000. The Internet is evolving into a unique marketing channel, just
as retail stores, mail order catalogs and television shopping have previously evolved as unique channels.
The Company believes the Internet is particularly well suited for selling certain types of merchandise, such as
refurbished and close-out merchandise, because a large target market can be reached quickly and inexpensively. The
disposal of refurbished and close-out merchandise represents a substantial burden on many manufacturers because
such merchandise rapidly declines in value making it difficult to establish a market price. Manufacturers have an
interest in accessing a distribution channel that enables them to dispose of significant quantities of merchandise
quickly and at the best prices possible, without affecting their traditional sales channels.
The Company's auction sales format leverages a chief advantage of the Internet--the ability to change dynamically
merchandise mix, prices and visual presentations. Currently, the Company auctions over 1,500 items each week.
These items generally range in price from $25 to $1,500 and are sold in quantities of one to several hundred.
Customers can bid 24 hours a day, 7 days a week. As customer bids are received, WEBSALE's Web pages are
instantly updated to display the current high bidders' initials, city and state, and an optional comment to personalize
the bidding. The entire auction process, from the posting of the items for auction through notification of the winners,
has been automated by the Company through internally developed proprietary software. In addition, the Company
has developed proprietary software that automates product fulfillment functions, including billing, shipping and
tracking.
The Company's objective is to be one of the dominant retailers on the Internet. The Company intends to leverage
its position as a leading Internet retailer of refurbished and close-out merchandise by enhancing its brand
recognition, continuing to provide a compelling shopping experience, developing incremental revenue opportunities
and building on its leading technology. Moreover, WEBSALE intends to increase the percentage of merchandise it
purchases for its own account with the goal of expanding gross margins and improving customer service.
In addition, WEBSALE believes that relationships with merchandise vendors are critical to its long-term success.
The Company employs a staff of experienced buyers from the computer and consumer electronics industries to build
relationships with and purchase inventory from manufacturers and other vendors. The Company intends to hire
additional merchandise buying staff and enhance its automated systems in order to expand and strengthen suchrelationships. WEBSALE's merchandise has included brands such as AST, AT&T, Aiwa, Apple, Canon, Compaq,
Dell, Hewlett-Packard, Intel, JVC, Kenwood, Lexmark, NEC, Packard Bell, Sanyo, Seagate, Toshiba and Uniden.
 

 

RISK FACTORS
In addition to the other information in this Prospectus, the following risk factors should be considered
carefully in evaluating the Company and its business before purchasing the Common Stock offered hereby. This
Prospectus contains forward-looking statements that involve risks and uncertainties. The Company's actual results
may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such
a difference include, but are not limited to, those discussed below.
THE COMPANY
WEBSALE was incorporated in Illinois in July 1999 and reincorporated in Delaware in March 2002. As
used in this Prospectus, unless the context otherwise requires, the terms "Company" and "WEBSALE" refer to
WEBSALE, a Illinois corporation, and its successor Delaware corporation, WEBSALE, Inc. The Company's Web
site is located at http://www.websale.com. Information contained in the Company's Web site shall not be deemed to
be a part of this Prospectus. The Company's principal executive offices are located at 1111 E. 60th St, Chicago,
Illinois 60637. The Company's telephone number is (773) 702-9494.
WEBSALE(R) is a registered trademark, and the WEBSALE tag logo, Dutch Auction(TM), Yankee
Auction(TM), Put your money where your mouse is(TM), Steals and Deals(TM) and BidWatch(TM) are
trademarks, of the Company. This Prospectus also includes trade names and trademarks of other companies.
The Company intends to furnish to its stockholders annual reports containing audited financial statements
and an opinion thereon expressed by independent certified public accountants.

wwwwINSERT USE OF PROCEEDS, DIVIDEND POLICY, AND DILUTION SECTIONS TO wwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwREPLACE
wwww
wwwwwwwwwwwwwwwwwwwwTHIS PAGE – 1 PERSON
wwww
wwwwwwwwwwwwwwwwwwww USE OF PROCEEDS
wwww
wwwwwwwwwwwwwwwwwwww DIVIDEND POLICY
wwww
wwwwwwwwwwwwwwwwwwwwwwwwDILUTION
The pro forma net tangible book value of the Company as of December 31, 2001, assuming the exercise of all
outstanding warrants for an aggregate purchase price of approximately $1.9 million and the conversion of all
outstanding shares of Preferred Stock into shares of Common Stock, was approximately $4.3 million, or $0.31 per
share of Common Stock. At December 31, 2001, 1,704,303 shares of common stock were reserved for issuance
upon conversion of the convertible preferred stock and warrants. "Pro forma net tangible book value per share" is
determined by dividing the number of outstanding shares of Common Stock into the net tangible book value of the
Company (total tangible assets less total liabilities). After giving effect to the sale by the Company of the 2,500,000
shares of Common Stock offered hereby (based upon an assumed initial public offering price of $6.00 per share and
after deducting the estimated underwriting discount and offering expenses), the pro forma net tangible book value of
the Company as of December 31, 2001 would have been approximately $17.2 million, or $1.05 per share. This
represents an immediate increase in pro forma net tangible book value of $0.74 per share to existing stockholders
and an immediate dilution of $4.95 per share to new investors. The following table illustrates this per share dilution:
Assumed initial public offering price per share................. $10.00
Pro forma net tangible book value per share as of December 31,
2001........................................................... $0.31
Increase in pro forma net tangible book value per share
attributable to new investors.................................. 0.51
-----
Pro forma net tangible book value per share after offering...... $0.82
-----
Dilution per share to new investors............................. $9.18
The following table summarizes, on a pro forma basis as of December 31, 2001, the number of shares of Common
Stock purchased from the Company, the total consideration paid to the Company and the average price per share
paid by the existing stockholders and by the investors purchasing shares of Common Stock in this offering, based
upon an assumed initial public offering price of $6.00 per share:
SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
------------------ ------------------- PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
---------- ------- ----------- ------- ---------
Existing stockholders....... 13,883,060 93.3% $ 4,460,000 30.8% $0.32
New investors............... 1,000,000 6.7 10,000,000 69.2 $10.00
---------- ----- ----------- -----
Total..................... 14,883,060 100.0% $14,460,000 100.0%
========== ===== =========== =====
The foregoing table assumes (i) the exercise of all outstanding warrants for an aggregate purchase price of
approximately $1.9 million and the conversion of all outstanding shares of Preferred Stock into shares of Common
Stock and (ii) no exercise of the Underwriters' over-allotment option or stock options outstanding under the
Company's 2000 Incentive Stock Plan as of December 31, 2001. As of December 31, 2001, there were options
outstanding under the Company's 2000 Equity Incentive Plan to purchase a total of 1,612,910 shares of Common
Stock, at a weighted average exercise price of $1.27 per share. To the extent that any of these options is exercised,
there will be further dilution to new investors.

CAPITALIZATION
The following table sets forth the actual capitalization of the Company as of December 31, 2001, the capitalization
of the Company on a pro forma basis to give effect to the exercise of all outstanding warrants and the conversion of
all outstanding shares of Preferred Stock into Common Stock, and the pro forma capitalization of the Company as
adjusted to give effect to the sale of the 1,000,000 shares of Common Stock offered hereby (at an assumed initial
public offering price of $10.00 per share and after deducting the estimated underwriting discount and offering
expenses).
DECEMBER 31, 2001
-----------------------------
ACTUAL PRO FORMA AS ADJUSTED
------ --------- -----------
(IN THOUSANDS)
Stockholders' equity:
Common Stock, $0.001 par value; 30,000,000
shares authorized: 12,178,757 shares issued and
outstanding, actual; 13,883,060 shares issued
and outstanding, pro forma; 14,383,060 shares
issued and outstanding, as adjusted(2)......... 12 14 14
Additional paid-in capital...................... 2,494 4,439 12,439
Accumulated deficit............................. (79) (79) (79)
Less: note receivable from stockholder.......... (100) (100) (100)
------ ------ -------
Total stockholders' equity.................... 2,328 4,274 12,274
------ ------ -------
Total capitalization......................... $2,328 $4,274 $12,274
====== ====== =======
(1) Excludes (i) 1,612,910 shares of Common Stock issuable upon exercise of stock options outstanding as of
December 31, 2001 under the Company's 2000 Equity Incentive Plan, at a weighted average per share exercise price
of $1.27, (ii) 1,872,090 shares reserved for future grants under its 2000 Equity Incentive Plan, (iii) 100,000 shares
reserved for future grants under its 2001 Directors Stock Option Plan and (iv) 150,000 shares reserved for future
issuances under its 2001 Employee Stock Purchase Plan.
SELECTED FINANCIAL DATA
The following selected financial data should be read in conjunction with the Company's financial
statements and related notes thereto and "Management's Discussion and Analysis of Financial Condition and Results
of Operations" included elsewhere in this Prospectus. The statement of operations data for the period from inception
(July 1999) through December 31, 2000 and for the year ended December 31, 2001 and the balance sheet data as of
December 31, 2000 and 2001 are derived from financial statements of the Company that have been audited by Price
Waterhouse LLP, independent accountants, and are included elsewhere in this Prospectus. The statement of
operations data for the quarters ended March 31, June 30, September 30 and December 31, 2001 are derived from
unaudited financial statements of the Company and include, in the opinion of the Company, all adjustments
(consisting only of normal recurring adjustments) necessary for a fair presentation of the Company's results of
operations for those periods. The historical results are not necessarily indicative of future results.
PERIOD FROM
QUARTERS ENDED INCEPTION YEAR
--------------------------------------------- (JULY 1999) TO ENDED
MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31, DECEMBER 31, DECEMBER 31,
2001 2001 2001 2001 2000(1) 2001
--------- -------- ------------- ------------ -------------- ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
STATEMENT OF OPERATIONS
DATA:
Revenue:
Merchandise............ $ 468 $1,493 $2,990 $ 7,622 $ 30 $12,573
Commission............. 109 317 586 684 110 1,696
------ ------ ------ ------- ------ -------
Total revenue.......... 577 1,810 3,576 8,306 140 14,269
Cost of revenue......... 418 1,380 2,665 7,076 27 11,539
------ ------ ------ ------- ------ -------
Gross profit............ 159 430 911 1,230 113 2,730
------ ------ ------ ------- ------ -------
Operating expenses:
Sales and marketing.... 58 115 339 379 144 891
General and
administrative........ 32 89 275 362 227 758
Engineering............ 52 115 182 365 182 714
------ ------ ------ ------- ------ -------
Total operating
expenses.............. 142 319 796 1,106 553 2,363
------ ------ ------ ------- ------ -------
Income (loss) from
operations............. 17 111 115 124 (440) 367
Interest and other
income................ -- -- 3 34 -- 37
------ ------ ------ ------- ------ -------
Income (loss) before
income taxes........... 17 111 118 158 (440) 404
Provision for income
taxes................. (2) (11) (12) (18) -- (43)
------ ------ ------ ------- ------ -------
Net income (loss)....... $ 15 $ 100 $ 106 $ 140 $ (440) $ 361
====== ====== ====== ======= ====== =======
Net income (loss) per
Share.................. $ 0.00 $ 0.00 $ 0.01 $ 0.01 $(0.03) $ 0.02
====== ====== ====== ======= ====== =======
Shares used to compute
net income (loss) per
share.................. 15,326 15,326 15,326 15,326 15,326 15,326
====== ====== ====== ======= ====== =======
SUPPLEMENTAL FINANCIAL
DATA:
Gross merchandise
Sales................. $1,792 $5,290 $9,246 $14,399 $1,252 $30,727
====== ====== ====== ======= ====== =======
DECEMBER 31, DECEMBER 31,
2000 2001
-------------- ------------
(IN THOUSANDS)
BALANCE SHEET DATA:
Cash and cash equivalents.............................................. $ 20 $ 2,649
Working capital (deficiency)........................................... (449) 1,731
Total assets........................................................... 73 5,680
Long-term obligations.................................................. -- --
Total stockholders' equity (deficit)................................... (419) 2,328
 

 

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Prospectus contains forward-looking statements that involve risks and uncertainties. The Company's actual
results may differ significantly from the results discussed in the forward-looking statements. Factors that might
cause such a difference include, but are not limited to, those discussed in "Risk Factors."
GENERAL
RESULTS OF OPERATIONS
Total Revenue
Cost of Revenue
Gross Profit
Operating Expenses
Income Taxes
QUARTERLY RESULTS OF OPERATIONS
[Omit This Section]
LIQUIDITY AND CAPITAL RESOURCES

*** INSERT BUSINESS SECTION TO REPLACE THIS PAGE – 3 PEOPLE ***
*********************************BUSINESS
This Prospectus contains forward-looking statements that involve risks and uncertainties. The Company's actual
results may differ significantly from the results discussed in the forward-looking statements. Factors that might
cause such a difference include, but are not limited to, those discussed in "Risk Factors."
OVERVIEW
INDUSTRY BACKGROUND
WEBSALE TODAY
BUSINESS STRATEGY
THE WEBSALE PROCESS
MERCHANDISE
VENDOR RELATIONSHIPS
SALES AND MARKETING
MERCHANDISE DISTRIBUTION
CUSTOMER SUPPORT AND SERVICE
TECHNOLOGY AND OPERATIONS
COMPETITION
INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS
LEGAL PROCEEDINGS
EMPLOYEES
FACILITIES
******INSERT MANAGEMENT SECTION TO REPLACE THIS PAGE – 1 PERSON 
***************************MANAGEMENT
*********************EXECUTIVE OFFICERS AND DIRECTORS
*****************EXECUTIVE COMPENSATION

INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS AND LIMITATION OF
LIABILITY
As permitted by the Delaware General Corporation Law, the Company's Certificate of Incorporation
includes a provision that eliminates the personal liability of its directors for monetary damages for breach of
fiduciary duty as a director. At this time, Delaware General Corporation Law does not permit indemnification for
liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section
174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an
improper personal benefit.
As permitted by Section 145 of the Delaware General Corporation Law, the Bylaws of the Company
provide that (i) the Company is required to indemnify its directors and executive officers to the fullest extent
permitted by the Delaware General Corporation Law, (ii) the Company is required, with certain exceptions, to
advance expenses, as incurred, to its directors and executive officers in connection with a legal proceeding to the
fullest extent permitted by the Delaware General Corporation Law, (iii) the rights conferred in the Bylaws are not
exclusive and (iv) the Company is authorized to enter into indemnity agreements with its directors, officers,
employees and agents.
The Company plans to enter into indemnity agreements with each of its directors and executive officers to
give such directors and executive officers additional contractual assurances regarding the scope of the
indemnification set forth in the Company's Bylaws and to provide additional procedural protections. At present,
there is no pending litigation or proceeding involving a director, officer or employee of the Company regarding
which indemnification is sought, nor is the Company aware of any threatened litigation that may result in claims for
indemnification.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 30,000,000 shares of Common Stock, $0.001 par
value per share. As of December 31, 2001, and assuming the exercise of all outstanding warrants immediately prior
to the closing of this offering, there were outstanding 13,883,060 shares of Common Stock held of record by 14
Stockholders and options to purchase 1,612,910 shares of Common Stock.
COMMON STOCK
The holders of outstanding shares of Common Stock are entitled to receive dividends out of assets legally
available therefor at such times and in such amounts as the Board of Directors may from time to time determine.
Each stockholder is entitled to one vote for each share of Common Stock held on all matters submitted to a vote of
stockholders. Stockholders are required to act only at annual or special meetings and not by written consent.
Cumulative voting for the election of directors is not provided for in the Company's Certificate of Incorporation,
which means that the holders of a majority of the shares voted can elect all of the directors then standing for
election. The Common Stock is not entitled to preemptive rights and is not subject to conversion or redemption.
Upon liquidation, dissolution or winding-up of the Company, the assets legally available for distribution to
stockholders are distributable ratably among the holders of the Common Stock at that time after payment of
other claims of creditors. Each outstanding share of Common Stock is, and all shares of Common Stock to be
outstanding upon completion of this offering will be, fully paid and nonassessable.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Company's Common Stock is The First National Bank of
Chicago.

 

SHARES ELIGIBLE FOR FUTURE SALE
Prior to this offering, there has been no market for the Common Stock of the Company and there can be no
assurance that a significant public market for the Common Stock will develop or be sustained after this offering.
Future sales of substantial amounts of Common Stock in the public market could adversely affect market prices
prevailing from time to time and could impair the Company's ability to raise capital through sale of its equity
securities. As described below, no shares outstanding prior to this offering will be available for sale immediately
after this offering due to certain contractual restrictions on resale. Sales of substantial amounts of Common Stock of
the Company in the public market after the restrictions lapse could adversely affect the prevailing market price and
the ability of the Company to raise equity capital in the future.
Upon completion of this offering, the Company will have outstanding 14,883,060 shares of Common stock.
Of these shares, the 1,000,000 shares sold in this offering will be freely tradable without restriction under the
Securities Act unless purchased by "affiliates" of the Company as that term is defined in Rule 144 under the
Securities Act. The remaining shares held by existing stockholders are subject to lock-up agreements providing that,
with certain limited exceptions, the stockholder will not offer, sell, contract to sell, grant an option to purchase,
make a short sale or otherwise dispose of or engage in any hedging or other transaction that is designed or
reasonably expected to lead to a disposition of any shares of Common Stock or any option or warrant to purchase
shares of Common Stock or any securities exchangeable for or convertible into shares of Common Stock for a
period of 180 days after the date of this Prospectus without the prior written consent of Montgomery Securities. As a
result of these lock-up agreements, notwithstanding possible earlier eligibility for sale under the provisions of Rules
144, 144(k) and 701, none of these shares will be salable until 180 days after the date of this Prospectus. Beginning
180 days after the date of this Prospectus, 10,774,330 of these shares will be eligible for sale in the public market
although all but 151,257 shares will be subject to certain volume limitations. Of the remaining Restricted Shares, an
aggregate of 250,000 shares held by Messrs. Baird, Ramseyer and Guzman will become eligible each month
thereafter until July 21, 1998 as certain repurchase rights of the Company with respect to those shares lapse and
608,730 shares will be eligible for sale upon the achievement of a one-year holding period.
In general, under Rule 144 as in effect after April 29, 2002, beginning 90 days after the date of this
Prospectus, a person (or persons whose shares are aggregated) who has beneficially owned Restricted Shares for at
least one year (including the holding period of any prior owner except an affiliate) would be entitled to sell within
any three-month period a number of shares that does not exceed the greater of: (i) 1% of the number of shares of
Common Stock then outstanding (which will equal approximately 164,000 shares immediately after this offering);
or (ii) the average weekly trading volume of the Common Stock during the four calendar weeks preceding the filing
of a Form 144 with respect to such sale. Sales under Rule 144 are also subject to certain manner of sale provisions
and notice requirements and to the availability of current public information about the Company. Under Rule
144(k), a person who is not deemed to have been an affiliate of the Company at any time during the 90 days
preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years including the
holding period of any prior owner except an affiliate), is entitled to sell such shares without complying with the
manner of sale, public information, volume limitation or notice provisions of Rule 144.
Rule 701 permits resales of shares in reliance upon Rule 144 but without compliance with certain
restrictions, including the holding period requirement, of Rule 144. Any employee, officer or director of or
consultant to the Company who purchased his or her shares pursuant to a written compensatory plan or contract may
be entitled to rely on the resale provisions of Rule 701. Rule 701 permits affiliates to sell their Rule 701 shares under
Rule 144 without complying with the holding period requirements of Rule 144. Rule 701 further provides that nonaffiliates
may sell such shares in reliance on Rule 144 without having to comply with the holding period, public
information, volume limitation or notice provisions of Rule 144. All holders of Rule 701 shares are required to wait
until 90 days after the date of this Prospectus before selling such shares. However, all shares issued pursuant to Rule
701 are subject to lock-up agreements and will only become eligible for sale at the earlier of the expiration of the
180-day lock-up agreements or no sooner than 90 days after the offering upon obtaining the prior written consent of
the representatives of the Underwriters.

The validity of the issuance of tThe vaLEGAL MATTERS

The validity of the issuance of the shares of Common Stock offered hereby will be passed upon for the
Company by Garrett & Meares LLP, Chicago, Illinois. Certain legal matters in connection with this offering will be
passed upon for the Underwriters by Ross & Kahan, Chicago, Illinois. Garrett & Meares LLP owns an aggregate of
100,359 shares of Common Stock of the Company.
EXPERTS
The financial statements of the Company as of December 31, 2000 and 2001, for the period from inception
(July 1999) to December 31, 2000, and for the year ended December 31, 2001 included in this Prospectus have been
so included in reliance on the report of Price Waterhouse LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
INDEX TO FINANCIAL STATEMENTS
PAGE

----
Report of Independent Accountants............................................................................... F-2
Balance Sheet as of December 31, 2000 and December 31, 2001................................. F-3
Statement of Operations for the Period from Inception (July 1999) to
December 31, 2000 and the Year Ended December 31, 2001...................................... F-4
Statement of Cash Flows for the Period from Inception (July 1999) to
December 31, 2000 and the Year Ended December 31, 2001...................................... F-5
Statement of Stockholders' Equity (Deficit) for the Period from Inception
(July 1999) to December 31, 2000 and the Year Ended December 31, 2001............... F-6
Notes to Financial Statements........................................................................................ [Omitted]

e Board of Directors and REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of WEBSALE, Inc.
In our opinion, the accompanying balance sheet and the related statements of operations, of cash flows and
of stockholders' equity (deficit) present fairly, in all material respects, the financial position of WEBSALE, Inc. at
December 31, 2000 and 2001, and the results of its operations and its cash flows for the period from inception (July
1999) to December 31, 2000, and for the year ended December 31, 2001, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of
these statements in accordance with generally accepted auditing standards which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management, and evaluating
the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion
expressed above.
Price Waterhouse LLP
Chicago, Illinois
March 13, 2002

BALANCE SHEET
DECEMBER 31, DECEMBER 31,
2000 2001
------------ ------------
ASSETS
Current assets:
Cash and cash equivalents........................... $ 20,000 $2,649,000
Restricted cash..................................... -- 80,000
Accounts receivable, net of allowances of $16,000
and $66,000........................................ 22,000 395,000
Merchandise inventory............................... 1,000 1,520,000
Prepaid expenses and other current assets........... -- 439,000
-------- ----------
Total current assets........................... 43,000 5,083,000
-------- ----------
Property and equipment, net.......................... 30,000 578,000
Other assets......................................... -- 19,000
-------- ----------
Total assets................................... $ 73,000 $5,680,000
======== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable.................................... $103,000 $2,268,000
Accrued expenses.................................... 117,000 480,000
Deferred revenue.................................... 2,000 604,000
Advances due related parties........................ 270,000 --
-------- ----------
Total current liabilities...................... 492,000 3,352,000
-------- ----------
Commitments and contingencies (Notes 8, 9 and 10)
Stockholders' equity (deficit):
Common stock, $0.001 par value; 30,000,000 shares
authorized; 12,043,398 and 12,178,757 shares issued
and outstanding.................................... 12,000 12,000
Additional paid-in capital.......................... 9,000 2,495,000
Accumulated deficit................................. (440,000) (79,000)
Less: note receivable from stockholder.............. -- (100,000)
-------- ----------
Total stockholders' equity (deficit)........... (419,000) 2,328,000
-------- ----------
Total liabilities and stockholders' equity
(deficit)..................................... $ 73,000 $5,680,000
======== ==========
The accompanying notes are an integral part of these financial statements.

 

SHARES ELIGIBLE FOR FUTURE SALE
Prior to this offering, there has been no market for the Common Stock of the Company and there can be no
assurance that a significant public market for the Common Stock will develop or be sustained after this offering.
Future sales of substantial amounts of Common Stock in the public market could adversely affect market prices
prevailing from time to time and could impair the Company's ability to raise capital through sale of its equity
securities. As described below, no shares outstanding prior to this offering will be available for sale immediately
after this offering due to certain contractual restrictions on resale. Sales of substantial amounts of Common Stock of
the Company in the public market after the restrictions lapse could adversely affect the prevailing market price and
the ability of the Company to raise equity capital in the future.
Upon completion of this offering, the Company will have outstanding 14,883,060 shares of Common stock.
Of these shares, the 1,000,000 shares sold in this offering will be freely tradable without restriction under the
Securities Act unless purchased by "affiliates" of the Company as that term is defined in Rule 144 under the
Securities Act. The remaining shares held by existing stockholders are subject to lock-up agreements providing that,
with certain limited exceptions, the stockholder will not offer, sell, contract to sell, grant an option to purchase,
make a short sale or otherwise dispose of or engage in any hedging or other transaction that is designed or
reasonably expected to lead to a disposition of any shares of Common Stock or any option or warrant to purchase
shares of Common Stock or any securities exchangeable for or convertible into shares of Common Stock for a
period of 180 days after the date of this Prospectus without the prior written consent of Montgomery Securities. As a
result of these lock-up agreements, notwithstanding possible earlier eligibility for sale under the provisions of Rules
144, 144(k) and 701, none of these shares will be salable until 180 days after the date of this Prospectus. Beginning
180 days after the date of this Prospectus, 10,774,330 of these shares will be eligible for sale in the public market
although all but 151,257 shares will be subject to certain volume limitations. Of the remaining Restricted Shares, an
aggregate of 250,000 shares held by Messrs. Baird, Ramseyer and Guzman will become eligible each month
thereafter until July 21, 1998 as certain repurchase rights of the Company with respect to those shares lapse and
608,730 shares will be eligible for sale upon the achievement of a one-year holding period.
In general, under Rule 144 as in effect after April 29, 2002, beginning 90 days after the date of this
Prospectus, a person (or persons whose shares are aggregated) who has beneficially owned Restricted Shares for at
least one year (including the holding period of any prior owner except an affiliate) would be entitled to sell within
any three-month period a number of shares that does not exceed the greater of: (i) 1% of the number of shares of
Common Stock then outstanding (which will equal approximately 164,000 shares immediately after this offering);
or (ii) the average weekly trading volume of the Common Stock during the four calendar weeks preceding the filing
of a Form 144 with respect to such sale. Sales under Rule 144 are also subject to certain manner of sale provisions
and notice requirements and to the availability of current public information about the Company. Under Rule
144(k), a person who is not deemed to have been an affiliate of the Company at any time during the 90 days
preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years including the
holding period of any prior owner except an affiliate), is entitled to sell such shares without complying with the
manner of sale, public information, volume limitation or notice provisions of Rule 144.
Rule 701 permits resales of shares in reliance upon Rule 144 but without compliance with certain
restrictions, including the holding period requirement, of Rule 144. Any employee, officer or director of or
consultant to the Company who purchased his or her shares pursuant to a written compensatory plan or contract may
be entitled to rely on the resale provisions of Rule 701. Rule 701 permits affiliates to sell their Rule 701 shares under
Rule 144 without complying with the holding period requirements of Rule 144. Rule 701 further provides that nonaffiliates
may sell such shares in reliance on Rule 144 without having to comply with the holding period, public
information, volume limitation or notice provisions of Rule 144. All holders of Rule 701 shares are required to wait
until 90 days after the date of this Prospectus before selling such shares. However, all shares issued pursuant to Rule
701 are subject to lock-up agreements and will only become eligible for sale at the earlier of the expiration of the
180-day lock-up agreements or no sooner than 90 days after the offering upon obtaining the prior written consent of
the representatives of the Underwriters.

The validity of the issuance of tThe vaLEGAL MATTERS

The validity of the issuance of the shares of Common Stock offered hereby will be passed upon for the
Company by Garrett & Meares LLP, Chicago, Illinois. Certain legal matters in connection with this offering will be
passed upon for the Underwriters by Ross & Kahan, Chicago, Illinois. Garrett & Meares LLP owns an aggregate of
100,359 shares of Common Stock of the Company.
EXPERTS
The financial statements of the Company as of December 31, 2000 and 2001, for the period from inception
(July 1999) to December 31, 2000, and for the year ended December 31, 2001 included in this Prospectus have been
so included in reliance on the report of Price Waterhouse LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
INDEX TO FINANCIAL STATEMENTS
PAGE

----
Report of Independent Accountants............................................................................... F-2
Balance Sheet as of December 31, 2000 and December 31, 2001................................. F-3
Statement of Operations for the Period from Inception (July 1999) to
December 31, 2000 and the Year Ended December 31, 2001...................................... F-4
Statement of Cash Flows for the Period from Inception (July 1999) to
December 31, 2000 and the Year Ended December 31, 2001...................................... F-5
Statement of Stockholders' Equity (Deficit) for the Period from Inception
(July 1999) to December 31, 2000 and the Year Ended December 31, 2001............... F-6
Notes to Financial Statements........................................................................................ [Omitted]

e Board of Directors and REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of WEBSALE, Inc.
In our opinion, the accompanying balance sheet and the related statements of operations, of cash flows and
of stockholders' equity (deficit) present fairly, in all material respects, the financial position of WEBSALE, Inc. at
December 31, 2000 and 2001, and the results of its operations and its cash flows for the period from inception (July
1999) to December 31, 2000, and for the year ended December 31, 2001, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of
these statements in accordance with generally accepted auditing standards which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management, and evaluating
the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion
expressed above.
Price Waterhouse LLP
Chicago, Illinois
March 13, 2002

BALANCE SHEET
DECEMBER 31, DECEMBER 31,
2000 2001
------------ ------------
ASSETS
Current assets:
Cash and cash equivalents........................... $ 20,000 $2,649,000
Restricted cash..................................... -- 80,000
Accounts receivable, net of allowances of $16,000
and $66,000........................................ 22,000 395,000
Merchandise inventory............................... 1,000 1,520,000
Prepaid expenses and other current assets........... -- 439,000
-------- ----------
Total current assets........................... 43,000 5,083,000
-------- ----------
Property and equipment, net.......................... 30,000 578,000
Other assets......................................... -- 19,000
-------- ----------
Total assets................................... $ 73,000 $5,680,000
======== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable.................................... $103,000 $2,268,000
Accrued expenses.................................... 117,000 480,000
Deferred revenue.................................... 2,000 604,000
Advances due related parties........................ 270,000 --
-------- ----------
Total current liabilities...................... 492,000 3,352,000
-------- ----------
Commitments and contingencies (Notes 8, 9 and 10)
Stockholders' equity (deficit):
Common stock, $0.001 par value; 30,000,000 shares
authorized; 12,043,398 and 12,178,757 shares issued
and outstanding.................................... 12,000 12,000
Additional paid-in capital.......................... 9,000 2,495,000
Accumulated deficit................................. (440,000) (79,000)
Less: note receivable from stockholder.............. -- (100,000)
-------- ----------
Total stockholders' equity (deficit)........... (419,000) 2,328,000
-------- ----------
Total liabilities and stockholders' equity
(deficit)..................................... $ 73,000 $5,680,000
======== ==========
The accompanying notes are an integral part of these financial statements.



 


沙坪坝校区地址:重庆市沙坪坝区烈士墓壮志路2号 邮编:400031

版权所有:西南政法大学外国民商法双语课程,未经书面授权禁止使用