MotherNature.Com's prospectus is now available online through Wit Capital.
   Since this is an @Ventures investment -- not a CMGI majority-owned company -- THIS IS NOT A DIRECTED-SHARE PROGRAM FOR CMGI SHAREHOLDERS.  THERE IS NO CMGI-AUTHORIZED WAY TO GET IPO SHARES.  I just thought you all might want to be aware that this is scheduled for the first week of December.  If you've got a Wit account, they're taking conditional offers...
  MotherNature.com, Inc.
  Our Business
  We are an online retail store and information source for natural and healthy living products. We offer approximately 13,000 vitamins, supplements, minerals and other natural and healthy living products on our site. We also provide educational and authoritative information on these products from recognized sources in an easily accessible manner that allows our customers to make informed product selections. Through our innovative combination of content and commerce and an aggressive mass media advertising program, we intend to establish MotherNature.com as the destination of choice and trusted advisor for consumers interested in vitamins, supplements, minerals and other natural and healthy living products.
  Since we launched our redesigned Web site in late 1998, our revenues have grown from $105,000 in the fourth quarter of 1998, to $251,000 in the first quarter of 1999, to $704,000 in the second quarter of 1999 to $1.6 million in the third quarter of 1999. In addition, revenues in October 1999 were approximately $818,000. As of September 30, 1999, we had approximately 136,000 registered members, or persons who have provided us with contact information, in the MotherNature.com community.
  The key components of our site include the following:
  Educational and Authoritative Information.    Through our Healthy Living Library, we provide consumers with access to over 3,000 articles, news clips, excerpts from Rodale books and encyclopedia entries from the Encyclopedia of Natural Health, as well as narratives from prominent sources and journals, on a variety of natural and healthy living topics, such as health concerns, natural remedies and recent studies. The Encyclopedia of Natural Health is licensed from Healthnotes, Inc. and incorporates information gathered from over 500 authoritative scientific and medical journals. Through our recent alliance with Rodale Inc., we have the right to offer the contents of over 150 healthy living books and certain columns from Prevention magazine. We also have established a Medical Advisory Board whose members contribute content and guide our editorial staff in developing and reviewing content.
  Integration of Content and Commerce.    We integrate our content with our products in a manner that allows our customers to make informed product selections. Consumers can search our site for specific products and easily access relevant information on those products, or they can research specific health concerns, lifestyles or special interests and find complementary products or our product recommendations, called ?solution baskets,? to address particular health concerns.
  Convenient and Private Shopping.     Consumers can browse or shop on our site 24 hours a day, seven days a week in the privacy of their homes or offices. At MotherNature.com, consumers can research and purchase products for personal health concerns without facing retail store personnel. Consumers also can use our personal shopper service or reorder previous selections with one click.
  Broad, Expandable Product Assortment.    Our product selection is substantially larger than that offered by store-based retailers. We offer approximately 13,000 vitamins, supplements, minerals and other natural and healthy living products on our site, and we can special order additional products through our supplier relationships. Our online store is easily expandable to include additional natural and healthy living products and related services.
  Customer Information and Ongoing Communication.     We use e-mail to provide order status and shipping confirmation and to keep our members aware of selected healthy living news relating to their past purchases. Because we obtain demographic information on our members through the registration process, we are able to refine our site and customize our product offerings.
  Our Market Opportunity
  The vitamins, supplements and minerals market is projected to grow as the ?baby boomer? population becomes increasingly concerned with aging and disease, preventative health care and natural products. Sales of vitamins, supplements and minerals totaled approximately $8.9 billion in 1998 and are forecasted to grow at a compound annual rate of 13.3% to $16.6 billion in 2003, according to Packaged Facts, a consumer products market research firm. As research studies have indicated the health benefits of vitamins, supplements and minerals, the percentage of U.S. adults who take vitamins has increased from 43% in 1993 to 56% in 1998, according to Packaged Facts. We believe there is also a large market opportunity for us in other natural product categories beyond vitamins, supplements and minerals, including personal care products, household products, non-perishable foods, organic coffees and teas, sports nutrition, cosmetics, baby care products and pet care products. For additional information, see ?Business? Industry Background.?
  Our Strategy
  The key elements of our growth strategy are as follows:
   
   promote the memorable MotherNature.com brand name through an aggressive advertising campaign, including a national television campaign that commenced in late August 1999;    
   establish MotherNature.com as the trusted authority for vitamins, supplements, minerals and other natural and healthy living products through our marketing efforts and our informative and authoritative content;    
   capitalize on the inherent need to replenish vitamins, supplements and minerals by promoting repeat and complementary product purchases;    
   enlist and provide financial incentives for other businesses in the healthy living industry, such as health care providers and health clubs, to refer their customers to our site;    
   provide quality customer service and rapid product delivery through our in-house order fulfillment facility, which we are expanding in order to increase inventory levels of popular products; and     
   expand our international presence in order to establish MotherNature.com as a global brand.  
  Our Alliance with Rodale
  We recently entered into a strategic content and cross-marketing alliance with Rodale, a leading publisher of health related, active living magazines and books. Through this relationship, we have the right to include online versions of more than 150 Rodale books on vitamins, supplements and minerals, natural healing, alternative medicine, home health and cooking, as part of an expandable, fully searchable online library and database of health information. The alliance with Rodale will also allow us to direct market to Rodale?s customer base of more than 25 million customers and to include advertisements and promotional materials in Rodale?s Prevention magazine and book shipments.
  Our Offices
  Our executive offices are located at One Concord Farms, 490 Virginia Road, Concord, Massachusetts 01742, and our telephone number is (978) 929-2000. Our Web site address is www.MotherNature.com. The information on our Web site is not incorporated by reference into this prospectus and should not be considered as part of this prospectus.
  The Offering
  Common stock offered  4,100,000 shares  Common stock outstanding after this offering  15,074,370 shares  Use of proceeds  We intend to use the net proceeds of this offering for  advertising and marketing expenditures, to fund operating losses and for general corporate purposes, including expanding our product and service offerings, enhancing our infrastructure, Web site development and working capital. We may also use a portion of the proceeds to expand our business through strategic alliances and acquisitions.  Proposed Nasdaq National Market symbol  MTHR 
  --------------------------------------------------------------------------------
  The number of shares of common stock outstanding after this offering is based on shares of our common stock outstanding as of September 30, 1999. This calculation:
   
   includes 9,055,392 shares of common stock to be issued upon the conversion of all of our convertible preferred stock outstanding as of September 30, 1999;    
   excludes 1,367,008 shares of common stock issuable upon exercise of all options outstanding under our 1998 Stock Plan as of September 30, 1999 with a weighted average exercise price of $8.93 per share (132,298 of which were exercisable as of September 30, 1999); and    
   excludes 159,938 shares of common stock issuable upon exercise of all of our warrants outstanding as of September 30, 1999.   |