content: <PAGE>
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                              Washington, D.C.  20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
                          Pursuant to Section 13 or 15(d)
                       of the Securities Exchange Act of 1934
  
          Date of Report (Date of earliest event reported):  JULY 13, 1999
  
                                   ONSALE, INC.
  -------------------------------------------------------------------------------
              (Exact name of Registrant as specified in its charter)
  
                                     DELAWARE
  -------------------------------------------------------------------------------
                  (State or other jurisdiction of incorporation)
  
      000-29184                                                    77-0408319
  ----------------                                            -------------------
    (Commission                                                  (IRS Employer
    File Number)                                              Identification No.)
  
  
       1350 WILLOW ROAD, SUITE 100, MENLO PARK, CA                     94025
  -------------------------------------------------------------------------------
        (Address of principal executive offices)                    (Zip Code)
  
  
                                  (650) 470-2400
  -------------------------------------------------------------------------------
               (Registrant's telephone number, including area code)
  
  
  -------------------------------------------------------------------------------
           (Former name or former address, if changed since last report)
  
  <PAGE>
  
  ITEM 5:  OTHER EVENTS.
  
         On July 13, 1999, Onsale, Inc., a Delaware corporation (the "COMPANY" or
  "ONSALE"), Egghead.com, Inc., a Washington corporation ("EGGHEAD") and EO
  Corporation, a Washington corporation ("MERGER SUB") entered into an Agreement
  and Plan of Merger (the "MERGER AGREEMENT"). Subject to the terms and conditions
  of the Merger Agreement, Merger Sub will be merged into Egghead (the "MERGER"),
  with Egghead to survive the Merger and to become a wholly owned subsidiary of
  the Company. At the effective time of the Merger, .565 share of the Company's
  common stock will be exchanged for each outstanding share of Egghead common
  stock (the "EXCHANGE RATIO"). Options to purchase shares of Egghead common stock
  will be assumed by the Company and converted into options to purchase shares of
  the Company's common stock, and the exercise price and number of shares of the
  Company's common stock subject to these options will be adjusted according to
  the Exchange Ratio. It is the intent of the parties that the transaction
  qualify as a tax-free reorganization and be accounted for as a "pooling of
  interests."
  
  
         Upon the closing of the Merger, the corporate name of the Company will be
  changed to Egghead.com, Inc. and the Company will operate under the name and web
  address of "Egghead.com", with auctions and sales of surplus goods under the
  "Onsale" banner.  George Orban, Chief Executive Officer of Egghead, will become
  Chairman of the Company, and Jerry Kaplan will continue as the Company's Chief
  Executive Officer.  The board of directors of the Company will consist of four
  directors from each company and one director mutually selected by the companies.
  
         In connection with the execution of the Merger Agreement, the Company
  and Egghead entered into reciprocal stock option agreements. Under these
  agreements, Egghead granted the Company an option to purchase a number of
  shares of Egghead common stock equal to 19.9% of Egghead's outstanding common
  stock and the Company granted Egghead an option to purchase a number of shares
  of the Company's common stock equal to 19.9% of the Company's outstanding
  common stock. These options become exercisable if certain events specified in
  the stock option agreements occur.
  
         The Company and Egghead also each entered into voting agreements with
  certain officers and directors of Egghead and the Company, respectively. Under
  the voting agreements, these officers and directors agreed to vote their
  shares in favor of the Merger and to waive certain rights.
  
         The foregoing description is qualified in its entirety by reference to
  the full text of the Merger Agreement, stock option agreements and voting
  agreements listed as exhibits to this report. The Merger is subject to several
  closing conditions, including clearance under the Hart-Scott-Rodino Antitrust
  Improvements Act and approval by the Company's stockholders and Egghead's
  shareholders.
  
                                        -2-
  <PAGE>
  
  ITEM 7:  FINANCIAL STATEMENTS AND EXHIBITS.
  
       (c)  Exhibits.
            --------
  
            2.01   Agreement and Plan of Merger, dated July 13, 1999, among
                   Onsale, EO Corporation and Egghead.
  
            2.02   Parent Stock Option Agreement, dated July 13, 1999, between
                   Onsale and Egghead, pursuant to which Egghead holds an option
                   to purchase Onsale common stock.
  
            2.03   Company Stock Option Agreement, dated July 13, 1999, between
                   Egghead and Onsale, pursuant to which Onsale holds an option to
                   purchase Egghead common stock.
  
            2.04   Form of Parent Voting Agreement entered into between Egghead
                   and certain stockholders of Onsale on July 13, 1999, together
                   with the form of Irrevocable Proxy  delivered therewith.
  
            2.05   Form of Company Voting Agreement entered into between Onsale
                   and certain shareholders of Egghead on July 13, 1999 together
                   with the form of Irrevocable Proxy delivered therewith.
  
            99.01  Press Release issued by Onsale on July 14, 1999, announcing
                   that Onsale and Egghead had signed a definitive merger
                   agreement.
  
                                        -3-
  <PAGE>
  
                                     SIGNATURE
  
         Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
  Date:  July 23, 1999                      ONSALE, INC.
  
  
                                            By:  /s/ JOHN E. LABBETT
                                               -----------------------------
                                               John E. Labbett,
                                               Senior Vice President and
                                               Chief Financial Officer
  
                                        -4-
  <PAGE>
  
                                   EXHIBIT INDEX
  
  2.01   Agreement and Plan of Merger, dated July 13, 1999, among Onsale, EO
         Corporation and Egghead.
  
  2.02   Parent Stock Option Agreement, dated July 13, 1999, between Onsale and
         Egghead, pursuant to which Egghead holds an option to purchase Onsale
         common stock.
  
  2.03   Company Stock Option Agreement, dated July 13, 1999, between Egghead and
         Onsale, pursuant to which Onsale holds an option to purchase Egghead
         common stock.
  
  2.04   Form of Parent Voting Agreement entered into between Egghead and certain
         stockholders of Onsale on July 13, 1999, together with the form of
         Irrevocable Proxy delivered therewith.
  
  2.05   Form of Company Voting Agreement entered into between Onsale and certain
         shareholders of Egghead on July 13, 1999, together with the form of
         Irrevocable Proxy delivered therewith.
  
  99.01  Press Release issued by Onsale on July 14, 1999, announcing that Onsale
         and Egghead had signed a definitive merger agreement.
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 7748}]
metadata_filer: {"company-data": {"conformed-name": "ONSALE INC", "cik": "0001026506", "assigned-sic": "5961", "irs-number": "770408319", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-29184", "film-number": "99669275"}, "business-address": {"street1": "1350 WILLOW ROAD", "street2": "SUITE 100", "city": "MENLO PARK", "state": "CA", "zip": "94025", "phone": "6504702400"}, "mail-address": {"street1": "1350 WILLOW ROAD", "city": "MENLO PARK", "state": "CA", "zip": "94025"}, "former-company": {"former-conformed-name": "ONSALE", "date-changed": "19961216"}}
text: SECURITIES AND EXCHANGE COMMISSION
  
                              Washington, D.C.  20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
                          Pursuant to Section 13 or 15(d)
                       of the Securities Exchange Act of 1934
  
          Date of Report (Date of earliest event reported):  JULY 13, 1999
  
                                   ONSALE, INC.
  -------------------------------------------------------------------------------
              (Exact name of Registrant as specified in its charter)
  
                                     DELAWARE
  -------------------------------------------------------------------------------
                  (State or other jurisdiction of incorporation)
  
      000-29184                                                    77-0408319
  ----------------                                            -------------------
    (Commission                                                  (IRS Employer
    File Number)                                              Identification No.)
  
       1350 WILLOW ROAD, SUITE 100, MENLO PARK, CA                     94025
  -------------------------------------------------------------------------------
        (Address of principal executive offices)                    (Zip Code)
  
                                  (650) 470-2400
  -------------------------------------------------------------------------------
               (Registrant's telephone number, including area code)
  
  -------------------------------------------------------------------------------
           (Former name or former address, if changed since last report)
  ITEM 5:  OTHER EVENTS.
  
         On July 13, 1999, Onsale, Inc., a Delaware corporation (the "COMPANY" or
  "ONSALE"), Egghead.com, Inc., a Washington corporation ("EGGHEAD") and EO
  Corporation, a Washington corporation ("MERGER SUB") entered into an Agreement
  and Plan of Merger (the "MERGER AGREEMENT"). Subject to the terms and conditions
  of the Merger Agreement, Merger Sub will be merged into Egghead (the "MERGER"),
  with Egghead to survive the Merger and to become a wholly owned subsidiary of
  the Company. At the effective time of the Merger, .565 share of the Company's
  common stock will be exchanged for each outstanding share of Egghead common
  stock (the "EXCHANGE RATIO"). Options to purchase shares of Egghead common stock
  will be assumed by the Company and converted into options to purchase shares of
  the Company's common stock, and the exercise price and number of shares of the
  Company's common stock subject to these options will be adjusted according to
  the Exchange Ratio. It is the intent of the parties that the transaction
  qualify as a tax-free reorganization and be accounted for as a "pooling of
  interests."
  
         Upon the closing of the Merger, the corporate name of the Company will be
  changed to Egghead.com, Inc. and the Company will operate under the name and web
  address of "Egghead.com", with auctions and sales of surplus goods under the
  "Onsale" banner.  George Orban, Chief Executive Officer of Egghead, will become
  Chairman of the Company, and Jerry Kaplan will continue as the Company's Chief
  Executive Officer.  The board of directors of the Company will consist of four
  directors from each company and one director mutually selected by the companies.
  
         In connection with the execution of the Merger Agreement, the Company
  and Egghead entered into reciprocal stock option agreements. Under these
  agreements, Egghead granted the Company an option to purchase a number of
  shares of Egghead common stock equal to 19.9% of Egghead's outstanding common
  stock and the Company granted Egghead an option to purchase a number of shares
  of the Company's common stock equal to 19.9% of the Company's outstanding
  common stock. These options become exercisable if certain events specified in
  the stock option agreements occur.
  
         The Company and Egghead also each entered into voting agreements with
  certain officers and directors of Egghead and the Company, respectively. Under
  the voting agreements, these officers and directors agreed to vote their
  shares in favor of the Merger and to waive certain rights.
  
         The foregoing description is qualified in its entirety by reference to
  the full text of the Merger Agreement, stock option agreements and voting
  agreements listed as exhibits to this report. The Merger is subject to several
  closing conditions, including clearance under the Hart-Scott-Rodino Antitrust
  Improvements Act and approval by the Company's stockholders and Egghead's
  shareholders.
  
                                        -2-
  ITEM 7:  FINANCIAL STATEMENTS AND EXHIBITS.
  
       (c)  Exhibits.
            --------
  
            2.01   Agreement and Plan of Merger, dated July 13, 1999, among
                   Onsale, EO Corporation and Egghead.
  
            2.02   Parent Stock Option Agreement, dated July 13, 1999, between
                   Onsale and Egghead, pursuant to which Egghead holds an option
                   to purchase Onsale common stock.
  
            2.03   Company Stock Option Agreement, dated July 13, 1999, between
                   Egghead and Onsale, pursuant to which Onsale holds an option to
                   purchase Egghead common stock.
  
            2.04   Form of Parent Voting Agreement entered into between Egghead
                   and certain stockholders of Onsale on July 13, 1999, together
                   with the form of Irrevocable Proxy  delivered therewith.
  
            2.05   Form of Company Voting Agreement entered into between Onsale
                   and certain shareholders of Egghead on July 13, 1999 together
                   with the form of Irrevocable Proxy delivered therewith.
  
            99.01  Press Release issued by Onsale on July 14, 1999, announcing
                   that Onsale and Egghead had signed a definitive merger
                   agreement.
  
                                        -3-
  SIGNATURE
  
         Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
  Date:  July 23, 1999                      ONSALE, INC.
  
                                            By:  /s/ JOHN E. LABBETT
                                               -----------------------------
                                               John E. Labbett,
                                               Senior Vice President and
                                               Chief Financial Officer
  
                                        -4-
  EXHIBIT INDEX
  
  2.01   Agreement and Plan of Merger, dated July 13, 1999, among Onsale, EO
         Corporation and Egghead.
  
  2.02   Parent Stock Option Agreement, dated July 13, 1999, between Onsale and
         Egghead, pursuant to which Egghead holds an option to purchase Onsale
         common stock.
  
  2.03   Company Stock Option Agreement, dated July 13, 1999, between Egghead and
         Onsale, pursuant to which Onsale holds an option to purchase Egghead
         common stock.
  
  2.04   Form of Parent Voting Agreement entered into between Egghead and certain
         stockholders of Onsale on July 13, 1999, together with the form of
         Irrevocable Proxy delivered therewith.
  
  2.05   Form of Company Voting Agreement entered into between Onsale and certain
         shareholders of Egghead on July 13, 1999, together with the form of
         Irrevocable Proxy delivered therewith.
  
  99.01  Press Release issued by Onsale on July 14, 1999, announcing that Onsale
         and Egghead had signed a definitive merger agreement.