The following table indicates information as of October 31, 2005 regarding the ownership of our common stock by:
•
each person who is known by us to own more than 5% of our shares of common stock;
•
each named executive officer;
•
each of our directors;
•
all of our directors and executive officers as a group; and
•
the selling stockholders.
The number of shares beneficially owned and the percentage of shares beneficially owned are based on 14,719,262 shares of common stock outstanding as of
October 31, 2005 and 18,885,930 shares of common stock outstanding upon consummation of this offering. Beneficial ownership is determined in accordance with the rules and regulations of the Securities and Exchange Commission. Shares subject to
options held as of October 31, 2005 that are exercisable within 60 days following such date are deemed to be outstanding and beneficially owned by the optionee for the purpose of computing share and percentage ownership of that optionee but are not
deemed to be outstanding for the purpose of computing the percentage ownership of any other person. Except as indicated in the footnotes to this table, and as affected by applicable community property laws, all persons listed have sole voting and
investment power for all shares shown as beneficially owned by them.
Number of Shares
Beneficially Owned
Percent of Shares
Beneficially Owned
Name and Address of Beneficial Owners(1)
Prior to
Offering
After
Offering
Scott A. Blum(2)(5)
14,446,946
98.1
%
76.5
%
Neel Grover(3)(5)
794,878
5.1
4.0
Robert R. Price(4)(5)
794,881
5.1
4.0
Roger Andelin(3)
104,427
*
*
Greg Giraudi(3)
102,138
*
*
Donald M. Kendall(3)
39,629
*
*
Michael A. Piraino(6)
—
*
*
Charles W. Richion(3)
39,629
*
*
James C. Watson(6)
—
*
*
All directors and executive officers as a group (10 persons)(7)
16,424,667
98.4
%
78.7
%
*
Less than one percent
(1)
The address for each of the persons listed is c/o Buy.com at 85 Enterprise, Suite 100, Aliso Viejo, California 92656.
(2)
Consists of shares held by the Scott A. Blum Separate Property Trust, of which Mr. Blum is the sole trustee and beneficiary.
(3)
Consists solely of shares issuable upon exercise of outstanding options which are currently exercisable.
(4)
Consists solely of shares issuable upon exercise of outstanding options which are currently exercisable. Mr. Price disclaims beneficial ownership of 375,142 shares which were
awarded to his former spouse under their property settlement agreement.
(5)
Messrs. Blum, Grover and Price have granted to the underwriters a right to purchase, at the public offering price less the underwriting discounts and commissions,
up to an aggregate of 625,000
shares of common stock held by them (or to be issued to them upon exercise of outstanding options) to cover over-allotments, if any. If the underwriters
exercise their over-allotment option in full, Messrs. Blum, Grover and Price will sell to the underwriters 500,000 shares, 62,500 shares and 62,500 shares, respectively, and their beneficial ownership (after the offering and the exercise of the
over-allotment option in full) will be reduced to 13,946,946 shares, 732,378 shares and 732,381 shares, respectively, or 73.4% , 3.7% and 3.7% of the outstanding common stock (assuming Messrs. Grover and Price only exercise an aggregate of 125,000
shares of their outstanding options). Mr. Blum is our Chairman, Chief Executive Officer and principal stockholder. Mr. Grover is our President and Chief Operating Officer and is a member of our board of directors. Mr. Price is our Chief Financial
Officer; he also served as a member of our board of directors from November 2001 to January 2005 and as our President from August 2001 to September 2003. See “Management—Executive Officers and Directors.”
(6)
Upon the effectiveness of this offering, Messrs. Piraino and Watson will each receive an option to purchase up to 39,629 shares of our common stock, which option will vest and
become exercisable in equal monthly installments over a 36 month period.
(7)
Includes 1,977,721 shares issuable upon exercise of outstanding options which are currently exercisable.
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