<PAGE>

          As filed with the Securities and Exchange Commission on March 24, 2000
                                                           Registration No. 333-
================================================================================

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          The Securities Act of 1933

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

                              PlanetRx.com, Inc.
            (Exact name of registrant as specified in its charter)

         Delaware                          5912                94-3227733
     (State or other                (Primary Standard             (IRS
     jurisdiction of                 Industrial Code            Employer
incorporation or organization)    Classification Number)    Identification No.)

                       349 Oyster Point Blvd., Suite 201
                         South San Francisco, CA 94080
              (Address of principal executive offices) (Zip Code)

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

                      PLANETRX.COM, INC. 1998 STOCK PLAN
             SHARES ACQUIRED UNDER WRITTEN COMPENSATION AGREEMENTS
                  WITH CERTAIN NAMED AND UNNAMED INDIVIDUALS
                           (Full title of the Plans)

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

                              William J. Razzouk
                     Chairman and Chief Executive Officer
                              PlanetRx.com, Inc.
                       349 Oyster Point Blvd., Suite 201
                         South San Francisco, CA 94080
                    (Name and address of agent for service)

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

                                 650-616-1500
         (Telephone number, including area code, of agent for service)

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

                                      CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
              Title of                                       Proposed Maximum          Proposed Maximum
             Securities                  Amount                 Offering                  Aggregate                 Amount of
               to be                     to be                    Price                   Offering                 Registration
             Registered               Registered (1)           per Share (2)              Price (2)                    Fee
-------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                      <C>                       <C>                        <C>
           Common Stock                9,675,263                  $9.33                 $90,270,203.79              $23,831.34
        (par value $0.0001)
</TABLE>

(1)  This Registration Statement shall also cover any additional shares of
     Common Stock issued with respect to the registered shares by reason of any
     stock dividend, stock split, recapitalization or other similar transaction
     effected without the receipt of consideration which results in an increase
     in the number of the outstanding shares of Common Stock of PlanetRX.com,
     Inc.

(2)  Calculated only for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of high and low per share
     of Common Stock of PlanetRX.com, Inc. on March 22, 2000.
<PAGE>

                               EXPLANATORY NOTE

     PlanetRX.com has prepared this Registration Statement in accordance with
the requirements of Form S-8 under the Securities Act of 1933, as amended (the
"1933 Act"), to register shares of its common stock, $0.0001 par value per
share. Under cover of this Form S-8 is a Reoffer Prospectus that PlanetRX.com
has prepared in accordance with Part I of Form S-3 under the 1933 Act. The
Reoffer Prospectus may be utilized for reofferings and resales of up to
5,738,597 shares of common stock acquired by Selling Stockholders under the 1998
Stock Plan.  In addition, the Reoffer Prospectus may be utilized for
reofferings and resales of up to 3,936,666 shares of common stock acquired by
the following Selling Stockholders under Restricted Stock Purchase Agreements
entered into on September 15, 1998: Michael Bruner, Steve Su, Randal Wong,
Christopher M. Nguyen, Stephanie L. Schear and Henry Tang.


<PAGE>

                              PLANETRX.COM, INC.

        FORM S-8 CROSS REFERENCE SHEET SHOWING LOCATION OF INFORMATION
                        REQUIRED BY PART I OF FORM S-3

<TABLE>
<CAPTION>
Form S-3 Item Number                                             Location/Heading in Prospectus
--------------------                                             -----------------------------------
<S>                                                              <C>
1.  Forepart of Registration Statement and Outside               Cover page
    Front Cover page of Prospectus
2.  Inside Front and Outside Back Cover Page of                  Available Information; Incorporation of Certain
    Prospectus                                                   Information by Reference
3.  Summary Information, Risk Factors and Ratio of               Risk Factors
    Earnings to Fixed Charges
4.  Use of Proceeds                                              Use of Proceeds
5.  Determination of Offering Price                              Not applicable
6.  Dilution                                                     Not applicable
7.  Selling Security Holder                                      Selling Security Holder
8.  Plan of Distribution                                         Plan of Distribution
9.  Description of Securities to be Registered                   Not Applicable
10. Interests of Named Experts and Counsel                       Not Applicable
11. Material Changes                                             Not Applicable
12. Incorporation of Certain Information                         Documents Incorporated by Reference
13. Disclosure of Commission Position on                         Indemnification
    Indemnification for Securities Act Liabilities
</TABLE>
<PAGE>

REOFFER PROSPECTUS

                            Shares of Common Stock
                              PlanetRX.com, Inc.


     This Reoffer Prospectus relates to 5,738,597 shares of the Common Stock,
par value $0.0001 (the "Common Stock"), of PlanetRX.com, Inc. (the "Company"),
which may be offered from time to time by certain key employees named herein and
certain employees who are not named herein who are not affiliates and donees
of shares received from key employees (the "Registered Stockholders"). It is
anticipated that the Registered Stockholders will offer shares for sale at
prevailing prices on the Nasdaq National Market System on the date of sale.
The Company will receive no part of the proceeds of sale made hereunder. All
expenses of registration incurred in connection with this offering are being
borne by the Company, but all selling and other expenses incurred by each of
the Registered Stockholders will be borne by each such Registered Stockholder.

     The Common Stock is traded on the Nasdaq National Market System under the
symbol PLRX.

     The Registered Stockholders and any broker executing selling orders on
behalf of the Registered Stockholders may be deemed to be "underwriters" within
the meaning of the Securities Act of 1933, as amended (the "Securities Act"), in
which event commissions received by such broker may be deemed to be underwriting
commissions under the Securities Act.

           THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK AND SHOULD
           BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF
                           THEIR ENTIRE INVESTMENT.
                    SEE "RISK FACTORS" BEGINNING ON PAGE 5.
   THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
        AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
          ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
                    TO THE CONTRARY IS A CRIMINAL OFFENSE.

     No person is authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering described herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or any Registered Stockholder. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, nor shall there be any sale of these
securities by any person in any jurisdiction in which it is unlawful for such
person to make such offer, solicitation or sale. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circumstances create an
implication that the information contained herein is correct as of any time
subsequent to the date hereof.

     The date of this Prospectus is March 24, 2000.
<PAGE>

                             AVAILABLE INFORMATION

     The Company will be subject to the informational reporting requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") upon the
first date on which its Common Stock is registered under Section 12(g) of the
Exchange Act and in accordance therewith will file reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information can be
inspected and copied at the Public Reference Room of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the Commission's regional offices at
219 South Dearborn Street, Chicago, IL 60604; 26 Federal Plaza, New York, NY
10007; and 5757 Wilshire Boulevard, Los Angeles, CA 90036, at prescribed rates.
The Common Stock is quoted on the Nasdaq National Market System. Reports, proxy
statements, informational statements and other information concerning the
Company can be inspected at the offices of the National Association of
Securities Dealers, Inc. at 1735 K Street, N.W., Washington, D.C. 20006. The
Commission also maintains a Web site (http://www.sec.gov) that contains reports,
proxy statements and other information regarding registrants that file
electronically with the Commission.

     The Company intends to furnish its stockholders with annual reports
containing additional financial statements and a report thereon by independent
certified public accountants.

     A copy of any document incorporated by reference in the Registration
Statement (not including exhibits to the information that is incorporated by
reference unless such exhibits are specifically incorporated by reference into
the information that the Registration Statement incorporates) of which this
Reoffer Prospectus forms a part but which is not delivered with this Reoffer
Prospectus will be provided by the Company without charge to any person
(including any beneficial owner) to whom this Reoffer Prospectus has been
delivered upon the oral or written request of such person. Such requests should
be directed to Brian Nelson, PlanetRX.com, Inc., 349 Oyster Point Blvd., Suite
201, South San Francisco, CA 94080. The Company's telephone number at that
location is (650) 616-1500.


                               TABLE OF CONTENTS
                                                                           Page

THE COMPANY..............................................................  3

RISK FACTORS.............................................................  5

USE OF PROCEEDS..........................................................  6

REGISTERED STOCKHOLDERS..................................................  6

PLAN OF DISTRIBUTION.....................................................  6

DOCUMENTS INCORPORATED BY REFERENCE......................................  7

INDEMNIFICATION..........................................................  7

                                       2
<PAGE>

                                  THE COMPANY

     PlanetRx.com is a leading online healthcare destination for commerce,
content and community. Our e-commerce website, www.PlanetRx.com, launched on
March 18, 1999, provides a convenient, private and informative shopping
experience. We offer products in six categories: prescription drugs; non-
prescription drugs; personal care, beauty and spa; vitamins, herbs and
nutrition; and medical supplies. Our eCenters, located within the Planetrx.com
website, incorporate content that addresses a variety of health-related topics.
In addition, we own and operate a network of satellite websites targeting
specific healthcare conditions by providing relevant content and a destination
for online communities. These conditions-specific websites, which include
diabetes.com, depression.com, obesity.com and alzheimers.com, are linked to the
PlanetRx.com website.

     In October 1999, we aquired the Internet operations of Express Scripts'
Your Pharmacy.com and become the online pharmacy for Express Scripts, one of the
largest pharmacy benefit managers in the U.S. with over 36 million covered
lives.   In October 1999, we completed our initial offering.


                            The PlanetRx.com Market

     Our market consists of prescription drugs, non-prescription drugs, personal
care products, beauty and spa products, vitamins, herbs and nutrition products
and medical supplies. Based on estimates from the National Association of Chain
I Drugstores and Information Resources, Inc., we believe that the U.S. market
for health and personal care products was over $175 billion in 1999, of which
prescription drugs comprised over $120 billion. We believe that the aging of the
U.S. population will continue to drive increased demand for these products.


                    The PlanetRx.com Healthcare Destination

     Our websites offer a convenient shopping experience, extensive product
selection, professionally-created content and online communities developed
around specific health-related topics. We believe that we offer one of the
largest selections of health and personal care products available on the
Internet, with over 28,000 stock keeping units (SKUs). Other key advantages of
our online store include:

     .    ability to fill and process non-cash prescriptions, which are directly
          reimbursable by insurance companies for members of our affiliated
          pharmacy benefit managers, and cash prescriptions;

     .    access 24 hours a day, seven days a week from anywhere Internet access
          is available; direct shipping to the customer;

     .    online search capabilities for products and information;

     .    excellent customer service;

     .    order-tracking information;

     .    reliable and accessible healthcare information;

                                       3
<PAGE>

     .    online forums for consumer interaction; and

     .    personalized and confidential information for customers, such as
          health answers, medical records and e-mail reminders.

     We operate our own distribution center and pharmacy in Memphis, Tennessee.
Our pharmacy is staffed 24 hours a day, seven days a week with experienced
pharmacists who are members of the American Pharmaceutical Association. We are
licensed to ship prescription products in all U.S. states and territories.

                           The PlanetRx.com Strategy


     Our objective is to become the leading Internet healthcare destination for
commerce, content and community. We intend to attract new customers, develop
customer loyalty and promote repeat purchases by implementing the following
strategies:

     Continue to Build Our Brand. Through our advertising and promotional
activities, we are developing PlanetRx.com as a pervasive brand that targets
purchasers of health and personal care products and identifies us as a premier
healthcare destination on the Internet. To date, in addition to having used a
range of traditional media such as print and radio, we have promoted our site on
a variety of major Internet destinations. We plan to complement these efforts
with appropriate levels of television advertising and additional online
promotional activities.

     Continue to Build Premier Content and Community Websites. As part of our
commitment to consumers, we endeavor to provide a secure and private forum in
which to communicate and share ideas. We will continue to develop our network of
satellite destination sites, such as diabetes.com, and eCenters, such as our
Weight Loss eCenter, all of which provide a wealth of information to, and a
forum for, consumers with similar health concerns. We believe that this
combination of content and community will attract repeat users.

     Maintain an Independent Distribution Center and Pharmacy. We maintain our
own distribution center, which is only minutes away from our primary supplier,
McKesson, and our primary shipping agents, FedEx and the USPS Priority Air
center. Moreover, we operate our own pharmacy with licensed pharmacists and are
licensed to ship prescription products in all U.S. states and territories. By
operating our own distribution center and pharmacy, we are able to maintain
strict control over logistics, provide excellent customer service and offer
reliable and prompt delivery.

     Utilize Technology to Improve the Customer Shopping Experience. We intend
to use technology to continuously enhance our product and service offerings and
take advantage of the unique characteristics of online retailing. Among other
technology objectives, we intend to develop features that enhance the look and
feel of our websites and further customize the shopping experience.
Additionally, we intend to strengthen our Internet infrastructure by building
our own data center and leasing additional capacity to maintain speed and
reliability.

     Continue to Expand Product Offerings. We intend to focus on providing
consumers with a wide product selection to meet their health-related needs. We
expect to increase the breadth and differentiation of our product selection,
including both mass market and prestige products. For example, we have recently
introduced branded cosmetics and salon hair care products for sale on our
website.

     Continue to Develop Strategic Relationships to Further Revenue
Opportunities. We will continue to develop strategic relationships in order to
increase our revenue opportunities and build our reputation as a leading online
healthcare destination. For example, we will seek to develop relationships or
partner with:

     .   pharmacy benefit managers and managed care organizations to increase
         payment alternatives for our prescription drug customers, such as our
         relationship with Express Scripts;

     .   pharmaceutical manufacturers to sponsor our various satellite sites
         focused on chronic conditions;

     .   hospital organizations in order to market directly to their patient and
         doctor populations;

     .   companies that are working on providing direct links between doctors'
         offices and pharmacies to facilitate the delivery of electronic
         prescriptions; and

     .   content and commerce portals and online service providers to drive
         traffic to our website.

                           Limited Operating History

     We were incorporated in Delaware on March 31, 1995 and only began
substantial operations in September 1998. We incurred net losses of $7,000 for
the year ended 1996, $137,000 for the year ended 1997, $4.1 million for the year
ended 1998 and $98.0 million for the ended December 31, 1999.

                     Corporate Information; Reorganization

     Our corporate offices are located at 349 Oyster Point Blvd., Suite 201,
South San Francisco, CA 94080. Our telephone number is (650) 616-1500.
Information contained on our website does not constitute a part of this
prospectus.

                                       4
<PAGE>


                                  RISK FACTORS

      The following risk factors and other information included in this Report
should be carefully considered. The risks and uncertainties described below are
not the only ones we face. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial also may impair our business
operations. If any of the following risks actually occur, our business,
financial condition and operating results could be materially adversely
affected.

Risks Related to Our Business

      Our limited operating history makes forecasting future results
difficult. We were incorporated on March 31, 1995 and only began substantial
operations in September 1998. Our PlanetRx.com website was launched on March
18, 1999. As a result of our limited operating history, it is difficult to
accurately forecast our revenues and we have limited meaningful historical
financial data upon which to base planned operating expenses. We base our
current and future expense levels on our operating plans and estimates of
future revenues and our expenses are to a large extent fixed. Our revenues and
operating results are difficult for us to forecast because we operate with
substantially no backlog. As a result, we may be unable to adjust our spending
in a timely manner to compensate for any unexpected revenue shortfall. This
inability could cause our net losses in a given quarter to be greater than
expected.

      We have a history of losses and we anticipate future losses and negative
cash flow. Since our inception, we have incurred significant losses and
negative cash flow, and we expect operating losses and negative cash flow to
continue for the foreseeable future. We incurred net losses of $7,000 for the
year ended 1996, $137,000 for the year ended 1997, $4.1 million for the year
ended 1998 and $98.0 million for the year ended December 31, 1999. As of
December 31, 1999, we had an accumulated deficit of $103.3 million. We
anticipate that our losses will increase significantly from current levels
because we expect to incur additional costs and expenses related to:

    .  the development of the PlanetRx.com brand, marketing and other
       promotional activities;

    .  the expansion of our inventory management and distribution operations
       at our facilities in Memphis, Tennessee or in new facilities
       established elsewhere;

    .  the continued development of the PlanetRx.com website, our computer
       network and the systems that we use to process customers' orders and
       payments;

    .  the expansion of our product offerings and the categories of the
       products that we offer;

    .  the continued development of relevant, healthcare-related content on
       the PlanetRx.com website;

    .  the development of marketing and distribution relationships with
       strategic business partners;

    .  increases in our general and administrative functions to support our
       growing operations; and

    .  the establishment and development of relationships in the healthcare
       industry, particularly in the areas of reimbursement and managed care
       with insurance companies and pharmacy benefit management companies.

      Our ability to become profitable depends on our ability to generate and
sustain substantially higher revenues while maintaining reasonable expense
levels. If we do achieve profitability, we cannot be certain that we would be
able to sustain or increase profitability on a quarterly or annual basis in the
future.

      Online sales of prescription drugs, non-prescription drugs, personal care
products and medical supplies may not achieve market acceptance, which could
result in slower revenue growth, loss of revenues and increased operating
losses. If we do not attract and retain a high volume of online customers to
our website at a reasonable cost, our business and operating



                                       5
<PAGE>

results will be adversely affected. The online market for our products is in
its infancy. We may not be able to convert a large number of consumers from
traditional shopping methods to online shopping for prescription drugs, non-
prescription drugs, personal care products and medical supplies. Specific
factors that could prevent widespread consumer acceptance of the online sales
of our products, include:

    .  shipping charges and delivery times associated with online purchases;

    .  delays and other inefficiencies associated with processing orders for
       prescription products covered by insurance;

    .  lack of reimbursement of customer prescriptions by some healthcare
       payors;

    .  inability to serve the acute care needs of customers, including
       emergency prescription drugs and other urgently needed products;

    .  pricing that does not meet customer expectations;

    .  customer concerns about the security of online transactions and the
       privacy of their personal health information;

    .  product damage from shipping or shipments of wrong or expired
       products from our suppliers, resulting in a failure to establish
       customers' trust in buying our products online;

    .  delays in responses to customer inquiries; and

    .  difficulties in returning or exchanging products.

      If we fail to establish the PlanetRx.com brand or attract repeat
customers, we may not be able to increase our revenues. We believe that we must
continue to strengthen the PlanetRx.com brand, particularly because of the
early stage and competitive nature of the online market for our products. If we
fail to establish our brand quickly, we will be at a competitive disadvantage
and may lose the opportunity to build a critical mass of customers. The
development of our brand will depend largely on the success of our marketing
efforts and our ability to provide consistent, high quality customer
experiences. We cannot be certain that our brand promotion activities will be
successful, or will result in increased revenues. If we achieve increased
revenues, there can be no assurance that these revenues will be sufficient to
offset the expenditures incurred in building our brand.

      In addition, due to our limited operating history, we have not
established a material amount of repeat business from regular customers. While
our websites are designed to encourage repeat business, we do not yet have
sufficient historical data on how successful this strategy will be. Therefore,
it is difficult to forecast what our revenues from repeat customers will be or
our overall revenue trends.

      We expect our quarterly financial results to fluctuate. We expect our
revenues and operating results to vary significantly from quarter to quarter
due to a number of factors, including:

    .  our ability to attract visitors to the PlanetRx.com website and to
       convert those visitors into customers;

    .  our ability to satisfy customer demand, retain existing customers and
       attract new customers at a reasonable cost;

    .  the frequency and size of any repeat customer orders;

    .  the nature and amount of publicity for us or our competitors;

    .  changes in the growth rate of Internet usage and online purchasing;

    .  the mix of products sold by us;



                                       6
<PAGE>

    .  our ability to maintain adequate inventory levels;

    .  changes in our pricing policies or the pricing policies of our online
       and traditional competitors;

    .  purchasing patterns, including holiday purchasing patterns and the
       purchasing of seasonal products such as sunscreen and allergy
       medications; and

    .  costs related to potential acquisitions of technologies or
       businesses.

      We currently expect that a majority of our revenues for the foreseeable
future will come from orders of prescription drugs, non-prescription drugs,
personal care products and medical supplies on our PlanetRx.com website as well
as from sponsors on our satellite websites. The volume and timing of orders are
difficult to predict because the online market for these products is in its
infancy. Our operating expenses are largely based on anticipated revenue trends
and a high percentage of our expenses are fixed in the short term. As a result,
a delay in generating or recognizing revenue for any reason could cause
significant variations in our operating results from quarter to quarter and
could result in greater than expected operating losses.

      Because our operating results fluctuate and are difficult to predict, we
believe that quarter-to-quarter comparisons of our operating results are not a
good indication of our future performance. In some future quarter, our
operating results may fall below the expectations of public market analysts and
investors. In this event, the price of our common stock may fall.

      We may be unable to significantly expand our customer base because of
limited insurance reimbursement coverage for prescription drugs that we
sell. We currently have limited access to insurance reimbursement coverage for
our prescription products. The majority of purchases in the prescription drug
market are paid for by third-party payors. A disproportionate dependence on
purchases of prescriptions without reimbursement may limit our penetration of
the prescription drug market, and may thus have an adverse impact on our
business.

      Our relationship with Express Scripts, Inc. is complex and requires
significant cash payments for which we may receive no benefit. In October 1999,
we completed a series of agreements with Express Scripts, Inc. and its wholly
owned subsidiary, YourPharmacy.com. These agreements involve many aspects of
our business, including the sale of equity securities, the operation of our
respective websites, significant cash payments to Express Scripts, and the
inclusion of us as an authorized pharmacy in the Express Scripts network. These
arrangements are complex and will require significant efforts to operate
successfully. As a result, there are many risks related to these arrangements,
including some that we may not have foreseen.

      In particular, we have committed to pay Express Scripts a minimum of
$14.7 million annually for five years, with a potential five-year extension,
plus an incremental fee based on Express Scripts members' activity on our
website. Express Scripts has committed to actively promote us as Express
Scripts' online pharmacy; however, we do not control the choice of ads and the
advertising may not result in additional customers. If we are not successful in
converting a significant number of Express Scripts members into customers, we
may not receive any benefit from our cash payments to Express Scripts and our
revenues will be harmed.

      Additionally, while our relationship with Express Scripts significantly
broadens our ability to provide prescription medication to consumers with
insurance reimbursement plans, it may not allow all of our potential customers
to purchase these medications from us and receive insurance reimbursement.

      Due to Express Scripts' percentage of ownership of our common stock, it
will be able to influence all matters requiring approval by our stockholders,
including the approval of mergers or other business combinations.


                                       7
<PAGE>

      If we are not able to maintain existing contracts or obtain additional
contracts with insurance companies and pharmacy benefit managers, our customers
may not be able to obtain reimbursement for purchases of prescription products,
which would impair our ability to expand our customer base. To obtain
reimbursement on behalf of our customers for the prescription products that
they purchase on our website, we need to obtain contracts with numerous
insurance companies and pharmacy benefit managers.

      Our ability to obtain additional contracts with other insurance companies
and pharmacy benefit managers, or retain our existing contracts for an extended
period of time, is uncertain. Many of these companies are in the early stages
of evaluating the impact of the Internet and online pharmacies on their
businesses. Many of these companies may delay their decisions to contract with
online pharmacies or may decide to develop their own Internet capabilities that
may compete with us. In addition, many insurance companies have existing
contracts with chain drugstores and pharmacy benefit managers that have
announced their intentions to establish online pharmacies.

      In addition, it is likely that some insurance companies and pharmacy
benefit managers will contract with only one or a limited number of online
pharmacies. If our online competitors obtain these contracts and we do not, we
would be at a competitive disadvantage.

      Even if we are successful in gaining widespread access to insurance
reimbursement, each insurance application must be processed individually, which
will raise the costs of processing prescription orders and may delay our order
processing time, which may be harmful to our business. In addition, if
customers do not initially embrace our online insurance coverage procedure, we
may remain dependent on that portion of the market that is willing to pay cash
for their prescriptions.

      We may not be able to compete successfully against current and future
competitors. We do business in a market that is highly competitive, and we
expect competition to intensify in the future. Increased competition is likely
to result in price reductions, reduced gross margins and loss of market share,
any of which could harm our net revenue and results of operations. We currently
or potentially compete with a variety of companies, many of which have
significantly greater financial, technical, marketing and other resources. Our
competitors include:

    .  various online stores that sell prescription drugs as well as over-
       the-counter drug and health, wellness, beauty and personal care
       items;

    .  chain drugstores;

    .  independent drugstores and pharmacies;

    .  mass-market retailers;

    .  warehouse clubs; and

    .  pharmacy benefit managers that sell prescription drugs directly.

      Most traditional drugstores have operated for a longer period of time,
have greater financial resources, have established marketing relationships with
leading manufacturers and advertisers and have secured greater presence in
distribution channels. Some of these companies may also commence or expand
their presence on the Internet. We also compete with hospitals, HMOs and mail
order prescription drug providers, all of whom are or may begin offering
products and services, as well as healthcare related information similar to our
content, over the Internet. Finally, we are aware of numerous other smaller
entrepreneurial companies that are focusing significant resources on developing
and marketing products and services that will compete directly with those
offered at PlanetRx.com.

      We may face a significant competitive challenge from alliances entered
into by our competitors. For instance, one of our direct online competitors,
drugstore.com, has a relationship that gives them access to a major


                                       8
<PAGE>


pharmacy benefit manager. Our competitors may continue to gain access to major
pharmacy benefit managers, major HMOs or chain drugstores. The combined
resources of these partnerships could pose a significant competitive challenge
to PlanetRx.com and could prevent these pharmacy benefit managers, HMOs or
chain drugstores from also entering into relationships with us and could limit
our ability to penetrate the prescription drug market.

      We believe the principal factors on which we will compete include:

    .  recognition of the PlanetRx.com brand;

    .  product selection;

    .  personalized services;

    .  convenience and ease of use;

    .  price;

    .  accessibility;

    .  customer service;

    .  quality of interactive tools;

    .  quality of content; and

    .  reliability and speed of fulfillment for products ordered.

      We will have no control over how successful our competitors are in
addressing these factors. In addition, our online competitors can duplicate
many of the products or services and much of the content that we offer, with
little difficulty.

      Our gross margins may be affected by downward price pressure on
pharmaceutical drugs. Third-party payors are increasingly challenging the price
and cost-effectiveness of medical products and services. While we may be
successful in gaining widespread access to insurance reimbursement, the efforts
of third-party payors to contain costs will place downward pressures on gross
margins from sales of prescription drugs. We cannot be certain that our
products or services will be considered cost effective or that adequate third-
party reimbursement will be available to enable us to maintain price levels
sufficient to realize adequate profit margins on prescription drugs. Our
failure to realize adequate profit margins on prescription drugs would harm our
business.

      We are dependent on strategic relationships with pharmaceutical companies
to provide sponsorship revenue. If litigation or governmental interference
affects the pharmaceutical companies' operations, our relationships may be
adversely affected. In May 1999, we entered into a strategic alliance with a
major pharmaceutical company. Under the terms of the agreement, this
pharmaceutical company is the exclusive therapeutic disease state management
sponsor within our diabetes.com community. In December 1999, we entered into an
agreement with another major pharmaceutical manufacturer to develop a unique
Web site for allergy sufferers. We plan to enter into similar agreements with
other third parties in connection with the expansion of other PlanetRx.com
communities. Payments by these companies to us for services that we provide to
them may be at risk in future periods if these companies become subject to
external interference.

      We depend on a limited number of suppliers and third-party carriers; if
they do not perform, we will not be able to effectively ship orders. To
generate the significant customer traffic, volume of purchases and repeat
purchases that we believe are crucial to obtaining sufficient revenues, we must
develop and maintain customer trust in the timing and accuracy of our product
deliveries. We purchase a substantial majority of our prescription and over-
the-counter products from one vendor, McKesson. We have a multi-year agreement
with McKesson that requires us to purchase 80% of our prescription drugs, non-
prescription drugs, home healthcare products, sundries and health and beauty


                                       9
<PAGE>

aids from McKesson. However, if McKesson were unwilling or unable to supply
products to us in sufficient quantities and in a timely manner, we may not be
able to secure alternative suppliers on acceptable terms in a timely manner, or
at all. Although our agreement with McKesson has a multi-year term, it can be
terminated by us or by McKesson upon 60 days' notice.

      In addition to McKesson, we use other suppliers, particularly with
respect to our other product categories. These suppliers may not continue to
sell products to us on existing terms and we may not be able to establish new
or extend current fulfillment terms on a timely or acceptable basis or at all.
Negotiating and implementing relationships with additional vendors or
distributors may take substantial time and resources. If we cannot develop and
maintain relationships with vendors that allow us to obtain sufficient
quantities of products on acceptable commercial terms, our business may be
harmed.

      We also rely on third-party carriers for product shipments, including
shipments to and from our distribution facilities. We are therefore subject to
the risks, including employee strikes and inclement weather, associated with
our carriers' ability to provide delivery services to meet our fulfillment and
shipping needs. Failure to deliver products to our customers in a timely and
accurate manner would harm our reputation and our business and results of
operations.

      If we fail to provide updated healthcare content and other features that
consumers demand, we will not be able to attract or retain customers, which
would result in slower revenue growth. If we fail to update and improve our
healthcare content and interactive tools in a timely and efficient manner, we
may not be able to attract or retain customers. We must continue to provide
professionally created healthcare content, interactive tools and other features
that consumers demand. This will require the expenditure of significant funds
and demand a material amount of time of senior management. In addition, we must
also anticipate and respond quickly to consumer preferences and demands
regarding healthcare information.

      Pharmacy or prescription processing errors could produce liability and
significant negative publicity. Mistakes relating to the dispensation of
prescription drugs could produce liability and negative publicity that would be
adverse to our business. Pharmacies occasionally make mistakes relating to
prescriptions, dosage and other aspects of the medication dispensing process.
We expect that sales of pharmaceutical products will account for a significant
percentage of our revenues. Because we distribute these products directly to
the customer, we are the most visible participant in the medication
distribution chain. While we do carry product liability insurance, it may be
insufficient to cover potential claims.

      If a regulatory body alleges that we have engaged in the practice of
medicine, we may be subject to significant liabilities. The practice of
medicine requires licensing under applicable state law. It is not our intent to
practice medicine and we have structured our websites and our business to avoid
violation of state licensing requirements. However, a state regulatory
authority could at some time allege that some portion of our business violates
these statutes. An allegation that we practice medicine could result in
significant liabilities. Further, any liability based on a determination that
we engaged in the unlawful practice of medicine may be excluded from coverage
under the terms of our general liability insurance policy.

      Information provided by our pharmacists or on our PlanetRx.com website or
satellite websites may result in liability or negative publicity. In the event
that our websites or our pharmacists provide erroneous or misleading
information to our customers, we may be subject to liability or negative
publicity that could have an adverse impact on our business. Our pharmacists
are required by law to offer counseling to our customers about medication,
dosage, delivery systems, common side effects and other information deemed to
be significant by the pharmacists. Our pharmacists may have a duty to warn
customers regarding any potential adverse effects of a prescription drug if the
warning could reduce or negate these effects. This counseling is in part
accomplished through e-mail, our toll-free


                                      10
<PAGE>

telephone service and inserts included with the prescription, which may
increase the risk of miscommunication because the customer is not personally
present or may not have provided all relevant information to the pharmacist. In
addition, information we provide through our Ask the Pharmacist service on our
websites may subject us to liability to the extent that it contains any
inaccuracies.

      We also post product and health-related information on our PlanetRx.com
website and related satellite websites. Moreover, because visitors to our
satellite sites post content unedited by us, this content could give rise to
liability for us. This creates the potential for claims to be made against us
for negligence, personal injury, wrongful death, product liability,
malpractice, invasion of privacy or other legal theories based on our product
or service offerings. To the extent that our content is perceived as promoting
one product over another, our reputation could be harmed. Because online
pharmacies are in an early stage of development, the amount of negative
publicity that we or the online pharmacy industry receive could be
disproportionate in relation to the negative publicity received by traditional
pharmacies.

      Although we carry general liability, product liability and professional
liability insurance, our insurance may not cover potential claims of this type
or may not be adequate to protect us from all liability that may be imposed. In
addition, we could face severe negative publicity if we are sued on these or
other grounds, which could hurt the PlanetRx.com brand and prevent us from
attracting and retaining customers. We cannot be certain that we will be able
to maintain general liability, product liability and professional liability
insurance in the future on acceptable terms or with adequate coverage against
potential liabilities.

      We may be unable to accommodate increased consumer traffic on our
website, which would limit our ability to increase sales. If we fail to
accommodate increased traffic on our website, our business may be seriously
harmed. Our commerce revenues depend on the number of customers who use our
website to purchase products. We depend on the satisfactory performance,
reliability and availability of our websites, transaction processing systems,
network infrastructure, customer support center, distribution and shipping
systems.

      We will be required to add additional software and hardware and further
develop and upgrade our existing technology, transaction-processing systems,
network infrastructure and distribution facilities to accommodate increased
traffic on our websites and increased sales volume. Our inability to scale our
systems may cause unanticipated system disruptions, slower response times,
degradation in levels of customer service or impaired quality and speed of
order fulfillment. We may be unable to effectively upgrade and expand our
transaction-processing systems to accommodate increases in the use of our
websites.

      We may suffer systems failures on our websites which could result in
negative publicity and reduce the volume of products sold. From time to time,
we have experienced temporary system interruptions in connection with
dramatically increased traffic on our website in response to promotional
activities. Although these interruptions have not significantly harmed our
operations, any system failure that results in the unavailability of our
websites or reduced order fulfillment performance could result in negative
publicity and reduce the volume of products sold, which would negatively affect
our business. The satisfactory performance, reliability and availability of our
websites, transaction processing systems and network infrastructure are
critical to our reputation and our ability to attract and retain customers and
to maintain adequate customer service levels.

      In addition, because we outsource some aspects of our system, the cause
of system interruptions may be outside of our control, and therefore we may not
be able to correct any problem in a timely manner or at all. For example, we
rely substantially on Cybercash to handle many of the elements of our
transaction processing.

      Our growth and changing operations have placed a significant burden on
our management system and resources, and any inability to manage this growth
could result in higher operating costs and lower gross margins. We have
expanded our operations rapidly since our inception and the launch of our
PlanetRx.com website in March 1999. The number of


                                      11
<PAGE>

our employees increased from 33 on December 31, 1998 to 433 on December 31,
1999. Additionally, many of our senior management have joined us within the
last twelve months. We intend to hire additional personnel in order to pursue
existing and potential market opportunities. Our growth has placed, and our
anticipated future operations will continue to place, a significant strain on
our management systems and resources, which could result in slower revenue
growth, increased operating costs and lower gross margins. Our ability to
successfully offer products and services and implement our business strategy in
a rapidly evolving market requires an effective planning and management
process. We also expect that we will need to continue to improve our
transaction-processing, operational, financial and managerial controls and
reporting systems and procedures as we grow.

      Many of our senior management have no prior management experience at
public companies, and many of our executive officers have no prior management
experience in the healthcare industry. We cannot be certain that our current
and planned personnel, systems, procedures and controls will be adequate to
support our future operations, that management will be able to hire, train,
retain, motivate and manage required personnel or that our management will be
able to successfully identify, manage and exploit existing and potential market
opportunities.

      If we are unable to attract and train adequate numbers of customer
service personnel, we may not be able to provide sufficient customer
service. Our business depends in part on our ability to maintain superior
customer service. If we are unable to attract and train adequate numbers of
customer service personnel, our efforts to establish our brand may be harmed
and our business results may be impaired. We will need to commit significant
additional financial resources to attract and train customer service personnel
in order to provide our customers with high quality customer service.

      We may be unable to expand the breadth and depth of our product offerings
in a cost-effective and timely manner. It is important to our future success to
expand the breadth and depth of our product offerings. For example, we recently
introduced the sale of branded cosmetics and salon hair care products on our
PlanetRx.com website. Expansion of our product categories and product offerings
in this manner will require significant additional expenditures and could
strain our management, financial and operational resources. For example, we may
need to incur significant marketing expenses, develop relationships with new
suppliers or manufacturers, or comply with new regulations. We cannot be
certain that we will be able to expand our product categories or offerings in a
cost-effective or timely manner, or that we will be able to offer every product
in demand by our customers. Furthermore, any new product offering that is not
favorably received by consumers could damage our reputation. The lack of market
acceptance of new products or our inability to generate satisfactory revenues
from expanded product offerings to offset their costs could harm our business.

      If we do not successfully expand our distribution operations, we may not
be able to meet customer demand, which would result in loss of customers and
revenues. If we do not successfully expand our distribution operations on an
ongoing basis to accommodate increases in demand, we will not be able to
fulfill our customers' orders in a timely manner, which would harm our
business. All of our distribution operations are handled at our facilities in
Memphis, Tennessee. Any future expansion may cause disruptions in our business
and may be insufficient to meet our ongoing distribution requirements.

      We may be unable to meet our future capital requirements, which would
impair our ability to fund our operations.  We require substantial working
capital to fund our operations. We expect that funds from operations and the
proceeds from the sale of our common stock will be sufficient to fund our
operations for the next twelve months, but we cannot assure you that we will be
able generate sufficient funds from our operations after that time, in which
case, we may need to raise additional funds. However, we cannot be sure that
additional financing would be available to us on favorable terms or at all.

      If we raise funds by issuing equity, equity-related or debt securities,
these securities may have rights, preferences and privileges that are senior to
our existing common stock. In addition, the issuance of these securities may
cause immediate and substantial dilution to our existing stockholders.

                                      12
<PAGE>


      We face the risk of inventory theft and diversion, which could result in
increased operating costs. Many of our products are valuable, and their small
size and packaging render them particularly susceptible to theft and diversion
in the course of fulfillment and distribution. If the security measures we use
at our distribution center and during the distribution process do not prevent
significant inventory theft and diversion, our gross profit margins and results
of operations may be harmed.

      If our online security measures fail, we could incur significant
liabilities. If third parties were able to penetrate our network security or
otherwise misappropriate our users' personal information, such as prescription
or health condition information, we could be subject to liability, including
lawsuits. This would be costly, divert the attention of our management and
cause significant harm to our reputation.

      We are exposed to risks associated with credit card fraud, which may
reduce collections and discourage online transactions. If we fail to adequately
control fraudulent credit card transactions, our revenues and results of
operations would be harmed because we do not carry insurance against this risk.
Under current credit card practices, we are liable for fraudulent credit card
transactions because we do not obtain a cardholder's signature.

      If one or more of our pharmacy licenses is not renewed, we may not be
able to ship our products into markets into which we currently deliver our
products. We currently hold pharmacy licenses that allow us to ship into all
U.S. states and territories, and these licenses generally must be renewed on an
annual basis. If one or more of these licenses is not renewed, for whatever
reason, our business and reputation would be significantly harmed.

      Government regulation of the health care and pharmacy industries may
expose us to risks that we may be fined or exposed to civil or criminal
liability, receive negative publicity or be prevented from shipping products
into one or more states. Our business is subject to extensive federal, state,
and local regulations, many of which are specific to pharmacies and the sale of
over-the-counter drugs. Many of these regulations are new and subject to
varying interpretations, which makes the task of assuring compliance difficult.
Noncompliance with one or more of these regulations could result in substantial
fines and other monetary penalties, exclusion from participation in some
networks, and/or criminal sanctions which could adversely affect our business.

      We are also subject to laws and regulations regarding homeopathic drugs,
and we may face enforcement actions, lawsuits or claims asserting that we have
not complied with these laws and regulations. As we expand our product and
service offerings, more of our products and services will likely be subject to
regulation by the FDA, which regulates drug advertising and promotion.
Complying with FDA regulations is time consuming, burdensome and expensive, and
could delay our introduction of new products and services.

      The U.S. House of Representatives Committee on Commerce and the General
Accounting Office are conducting a review of online pharmacies, including the
current laws that govern pharmacy operations, and the potential for abuses by
some online sites, focusing on those that do not require the submission of a
valid prescription issued by the customer's physician. In addition, in December
1999 the Clinton administration announced a proposal to eliminate illegal sales
of prescription drugs over the Internet by unlicensed Web site operators. If
approved by Congress, the proposal would, among other things, establish new
federal requirements for Internet pharmacies to ensure that they comply with
state and federal laws, create new civil penalties for the illegal sale
pharmaceuticals, and authorize additional federal enforcement powers. We
believe that any regulations resulting from these investigations or the Clinton
administration's proposal will likely result in increased reporting and
monitoring requirements, which could be burdensome and increase our expenses.
Other legislation and regulations currently being considered at the federal and
state level could affect our business, including legislation or regulations
relating to confidentiality of patients records, including electronic access
and storage of such records, as well as the inclusion of prescription drugs as
a Medicare benefit. In addition, various state legislatures are considering new
legislation related to the regulation of nonresident pharmacies. Compliance
with new laws or regulations could increase our expenses.


                                      13
<PAGE>

      The Health Insurance Portability and Accountability Act of 1996 mandates
the use of standard transactions, standard identifiers, security and other
provisions by the year 2000. Regulations have been proposed to implement these
requirements, and we are designing our applications to comply with the proposed
regulations. However, until these regulations become final, possible changes in
these regulations could cause us to sue additional resources and lead to delays
as we revise our Web site and operations.

      Until recently, Health Care Financing Administration guidelines
prohibited transmission of Medicare eligibility information over the Internet.
We are also subject to extensive regulation relating to the confidentiality and
release of patient records. Additional legislation governing the distribution
of medical records exists or has been proposed at both the state and federal
level. It may be expensive to implement security or other measures designed to
comply with any new legislation. Moreover, we may be restricted or prevented
form delivering patient records electronically. This could have an adverse
impact on our ability to gain and retain customers.

      Our facilities, systems and operations are vulnerable to natural
disasters and other unexpected problems. Fire, flood, power loss,
telecommunications failure, break-ins, earthquakes, tornadoes and similar
events could damage our communications hardware and other computer hardware
operations, which are located in South San Francisco, California and our
distribution center and pharmacy, which are located in Memphis, Tennessee. This
could cause interruptions or delays in our business, loss of data or render us
unable to accept and fulfill customer orders. In addition, computer viruses,
electronic break-ins or other similar disruptions could harm our websites. We
have no formal disaster recovery plan and our insurance may not adequately
compensate us for losses that may occur due to failures or interruptions in our
systems.

      The loss of any of our key personnel, or our failure to attract and
retain other highly qualified personnel in the future, could result in an
inability to manage our growing operations. The loss of the services of one or
more of our key personnel could seriously disrupt our business. We depend on
the continued services and performance of our senior management and other key
personnel, particularly William J. Razzouk, Chief Executive Officer and
Chairman of the Board. Our future success also depends upon the continued
service of our executive officers and on our ability to attract and retain key
sales, marketing and support personnel, as well as pharmacists and software
developers. Competition for these individuals is intense, and we may not be
able to attract, assimilate or retain additional highly qualified personnel in
the future. Many of our senior management joined us within the last twelve
months, including Michael Beindorff our President and Chief Operating Officer,
and Steve Valenzuela, our Senior Vice President and Chief Financial Officer.
Our future success depends on the ability of these officers to effectively work
together with our original management team. Except for Mr. Razzouk, none of our
officers or key employees is bound by an employment agreement. Our
relationships with these officers and key employees are at will. We do not have
"key person" life insurance policies covering any of our employees.

      We may be unable to protect the intellectual property rights upon which
our business relies, which could harm our competitiveness and cause customer
confusion. We regard our copyrights, service marks, trademarks, trade dress,
trade secrets and similar intellectual property as critical to our success. We
rely on trademark and copyright law, trade secret protection and
confidentiality or license agreements with our employees, customers, partners
and others to protect our proprietary rights. These legal protections afford
only limited protection for our intellectual property and trade secrets. We
have filed applications for United States trademark registrations for, among
others, "PlanetRx.com." We may be unable to secure this registration. It is
also possible that our competitors or others will adopt service names similar
to ours, thereby impeding our ability to build brand identity and possibly
leading to customer confusion. In addition, there could be potential trade name
or trademark infringement claims brought by owners of other registered
trademarks or trademarks that incorporate variations of the term PlanetRx.com.
Any claims or customer confusion related to our trademark, or our failure to
obtain trademark registration, would negatively affect our business.

                                      14
<PAGE>

      Effective trademark, service mark, copyright and trade secret protection
may not be available in every country in which we will sell our products and
services online. Furthermore, the relationship between regulations governing
domain names and laws protecting trademarks and similar proprietary rights is
unclear. Therefore, we may be unable to prevent third parties from acquiring
domain names that are similar to, infringe upon or otherwise decrease the value
of our trademarks and other proprietary rights.

      Litigation may be necessary in the future to enforce our intellectual
property rights, to protect our trade secrets and domain names and to determine
the validity and scope of the proprietary rights of others. If third parties
prepare and file applications in the United States that claim trademarks used
or registered by us, we may oppose those applications and be required to
participate in proceedings before the United States Patent and Trademark Office
to determine priority of rights to the trademark, which could result in
substantial costs to us. Any litigation or adverse priority proceeding could
result in substantial costs and diversion of resources and could seriously harm
our business and operating results. Our means of protecting our proprietary
rights may not be adequate, and our competitors could independently develop
similar technology.

      We may not be able to acquire new domain names or maintain our existing
ones. Our strategy is dependent, in part, on our ability to use our satellite
websites and domain names to increase revenues. We believe that operating
satellite websites with names like "diabetes.com" that consumers can easily
locate and that provide useful information will attract consumers to these
websites and, by having links to the PlanetRx.com website, will increase
traffic and revenue opportunities. We currently hold the Internet domain name
"PlanetRx.com," as well as various other related names, including
arthritis.com, diabetes.com and cancer.com. Domain names generally are
regulated by Internet regulatory bodies. The regulation of domain names in the
U.S. and in foreign countries is subject to change. Regulatory bodies could
establish additional top-level domains, appoint additional domain name
registrars or modify the requirements for holding domain names, which could
result in the creation of domain names similar to ours. As a result, we may be
unable to acquire or maintain the "PlanetRx.com" domain name or our other
domain names in all of the countries in which we conduct business.

      The relationship between regulations governing domain names and laws
protecting trademarks and similar proprietary rights is unclear. Therefore, we
could be unable to prevent third parties from acquiring domain names that
infringe or otherwise decrease the value of our trademarks and other
proprietary rights.

      We may face costly product liability claims by consumers. The products we
carry, including prescription drugs, non-prescription drugs and dietary
supplements, are particularly susceptible to product liability claims. Any
claim of product liability by a consumer against us, regardless of merit, could
be costly financially and could divert the attention of our management. It
could also create negative publicity, which would harm our business. Although
we maintain product liability insurance, it may not be sufficient to cover a
claim if one is made.

      We may be found to infringe proprietary rights of others, which could
result in significant liabilities. Third parties may claim infringement by us
with respect to past, current or future proprietary rights. We expect that
participants in our markets will be increasingly subject to infringement claims
as the number of services and competitors in our industry segment grows. Any
infringement claim, whether meritorious or not, could be time-consuming, result
in costly litigation or require us to enter into royalty or licensing
agreements. These royalty or licensing agreements might not be available on
terms acceptable to us or at all.

      If we engage in any acquisitions, we will incur a variety of costs, and
the anticipated benefits of the acquisition may never be realized. If
appropriate opportunities present themselves, we may attempt to acquire
businesses, technologies, services or products that we believe are a strategic
fit with our business. We currently have no commitments or agreements with
respect to any material acquisitions and no material acquisition is currently
being pursued. If we do undertake any transaction of this sort, the process of
integrating an acquired business, technology,

                                      15
<PAGE>

service or product may result in unforeseen operating difficulties and
expenditures and may absorb significant management attention that would
otherwise be available for ongoing development of our business. Moreover, the
anticipated benefits of any acquisition may fail to be realized. Future
acquisitions could result in potentially dilutive issuances of equity
securities, the incurrence of debt, contingent liabilities and/or amortization
expenses related to goodwill and other intangible assets, which could adversely
affect our business, results of operations and financial condition.

      In addition, recent proposed changes in the Financial Accounting
Standards Board rules for merger accounting may affect our ability to make
acquisitions or be acquired. For example, elimination of the "pooling" method
of accounting for mergers could increase the amount of goodwill that we would
be required to account for if we merge with another company, which would have
an adverse financial impact on our future operating results. Further,
accounting rule changes that reduce the availability of write-offs for in-
process research and development costs in connection with an acquisition could
result in the capitalization and amortization of these costs and negatively
impact results of operations in future periods.

      Year 2000 issues could affect our business. Even though the date is now
past January 1, 2000 and we have not experienced any immediate adverse impact
from the transition to the Year 2000, we cannot provide assurance that our
suppliers and customers have not been affected in a manner that is not yet
apparent. In addition, certain computer programs that were date sensitive to
the Year 2000 may not process the Year 2000 as a leap year and any negative
consequential effects may remain unknown.

      We are controlled by officers, directors and entities affiliated with
them. Based upon shares outstanding as of January 31, 2000, executive officers,
directors and entities affiliated with them will, in the aggregate,
beneficially own approximately 54.9% of our outstanding common stock. These
stockholders, if acting together, would be able to significantly influence all
matters requiring approval by our stockholders, including the election of
directors and the approval of mergers or other business combination
transactions.

      Antitakeover provisions applicable to us could preclude an acquisition,
even if an acquisition would be beneficial to our stockholders. Provisions of
our certificate of incorporation, bylaws and Delaware law could make it more
difficult for a third party to acquire us, even if doing so would be beneficial
to our stockholders.

      We depend on continued use of the Internet and growth of the online
drugstore market. Our future revenues and profits, if any, substantially depend
upon the widespread acceptance and use of the Internet as an effective medium
of business and communication by our target customers. Rapid growth in the use
of and interest in the Internet has occurred only recently. As a result,
acceptance and use may not continue to develop at historical rates, and a
sufficiently broad base of consumers may not adopt, and continue to use, the
Internet and other online services as a medium of commerce.

      In addition, the Internet may not be accepted as a viable long-term
commercial marketplace for a number of reasons, including potentially
inadequate development of the necessary network infrastructure or delayed
development of enabling technologies and performance improvements. Our success
will depend, in large part, upon third parties maintaining the Internet
infrastructure to provide a reliable network backbone with the speed, data
capacity, security and hardware necessary for reliable Internet access and
services.

      Further, the online market for drugstore products is in its infancy. The
market is significantly less developed than the online market for books,
auctions, music, software and numerous other consumer products. Even if use of
the Internet and electronic commerce continues to increase, the rate of growth,
if any, of the online drugstore market could be significantly less than the
online market for other products. Our rate of revenue growth could therefore be
significantly less than other online merchants.

                                      16
<PAGE>

      If we do not respond to rapid technological changes, our services could
become obsolete and our business would be seriously harmed. As the Internet and
online commerce industry evolve, we must license leading technologies useful in
our business, enhance our existing services, develop new services and
technology that address the increasingly sophisticated and varied needs of our
prospective customers and respond to technological advances and emerging
industry standards and practices on a cost-effective and timely basis. We may
not be able to successfully implement new technologies or adapt our Web store,
proprietary technology and transaction-processing systems to customer
requirements or emerging industry standards. If we are unable to do so, it
could adversely impact our ability to build the PlanetRx.com brand and attract
and retain customers.

Risks Related to Regulation of Internet Commerce

      If we are required to charge taxes on purchases, we may have to increase
prices, which could lead to a loss of sales, or could result in increased net
losses. We do not collect sales or other similar taxes in respect of goods sold
by PlanetRx.com, except from purchasers located in California, Tennessee and
Missouri. However, one or more additional states may seek to impose sales tax
collection obligations on out-of-state companies which engage in or facilitate
online commerce, and a number of proposals have been made at the state and
local level that would impose additional taxes on the sale of goods and
services through the Internet. These proposals, if adopted, could substantially
impair the growth of e-commerce, and could adversely affect our ability to
derive financial benefit from our commercial activities. Additionally, the
imposition of these taxes would force online retailers to manage a more complex
transaction processing system.

      Government regulation of the Internet and data transmission over the
Internet could affect our operations. Our customers regularly provide us with
confidential information, such as personal health information and credit card
numbers. Laws and regulations directly applicable to communications or commerce
over the Internet are becoming more prevalent. A recent session of the United
States Congress resulted in legislation governing children's privacy,
copyrights, taxation and the transmission of sexually explicit material. The
European Union recently enacted its own privacy regulations. Laws governing the
Internet, however, remain largely unsettled, even in areas where there has been
some legislative action. It may take years to determine whether and how
existing laws such as those governing intellectual property, privacy, libel and
taxation apply to the Internet. In addition, the growth and development of the
market for online commerce may prompt calls for more stringent consumer
protection laws, both in the United States and abroad, that may impose
additional burdens on companies conducting business online. The adoption or
modification of laws or regulations relating to the Internet could adversely
affect our business.

      We may face potential liability for invasion of privacy. We have a policy
against using personally identifiable information obtained from users of our
online personal service infrastructure without the user's permission. In the
past, the Federal Trade Commission has investigated companies that have used
personally identifiable information without permission or in violation of a
stated privacy policy. If we use this information without permission or in
violation of our policy, we may face potential liability for invasion of
privacy for compiling and providing information to our corporate customers and
strategic partners.


                                      17
<PAGE>

                                USE OF PROCEEDS

     The Company will not receive any of the proceeds from the offering
hereunder. All expenses of registration incurred in connection with this
offering are being borne by the Company, but all selling and other expenses
incurred by the individual Registered Stockholders will be borne by such
Registered Stockholders.


                            REGISTERED STOCKHOLDERS

     The Reoffer Prospectus relates to shares of Common Stock which have been
acquired by certain key employees and donees who received shares from key
employees (the "Registered Stockholders") of the Company. Registered
Stockholders acquired shares of Common Stock to be offered hereunder pursuant
to the exercise of options granted under the 1998 Stock Plan or pursuant to
restricted stock purchase agreements entered into on September 15, 1998.

     The following table sets forth certain information with respect to the
Registered Stockholders as of March 15, 2000:

<TABLE>
<CAPTION>
                                                                                 Number of
Registered                       Position with                                  Shares to be
Stockholder                      the Company                                   Offered Hereby
---------------------------------------------------------------------------------------------
<S>                              <C>                                           <C>
Certain unnamed Individuals(1)                                                      3,048,128
Michael Bruner                   Founder                                            2,000,000
William J. Razzouk               Chief Executive Officer                            1,734,000
Stephanie Schear                 Senior Vice-President, Business Development        1,270,000
Matthew Naythons                 Vice-President, Editorial                            443,135
Shawn Becker                     Director, Business Development                       400,000
Randal Wong                      Senior engineer                                      400,000
Steve Valenzuela                 Senior Vice President, Chief Financial Officer       380,000
---------------------------------------------------------------------------------------------
</TABLE>

(1) Includes key employees and family members who received shares in gift
    transactions from key employees, each of whom owns less than 1% of the
    outstanding Common Stock.


                             PLAN OF DISTRIBUTION

     The shares of Common Stock covered by this Reoffer Prospectus are being
registered by the Company for the account of the Registered Stockholders.

     The Selling Stockholder(s) may sell the shares in one or more transactions
(which may involve one or more block transactions) on the Nasdaq National
Market, in sales occurring in the public market off such system, in privately
negotiated transactions or in a combination of such transactions. Each such sale
may be made either at market prices prevailing at the time of such sale or at
negotiated prices. The Selling Stockholder(s) may sell some or all of the shares
in transactions involving broker-dealers, who may act as agent or acquire the
shares as principal. Any broker-dealer participating in such transactions as
agent may receive commissions from the Selling Stockholder(s) (and, if they act
as agent for the purchaser of such shares, from such purchaser). The Selling
Stockholder(s) will pay usual and customary brokerage fees. Broker-dealers may
agree with the Selling Stockholder(s) to sell a specified number of shares at a
stipulated price per share and, to the extent such a broker-dealer is unable to
do so acting as agent for the Selling Stockholder(s), to purchase as principals
any unsold shares at the price required to fulfill the respective broker-
dealer's commitment to the Selling Stockholder(s). Broker-dealers who acquire
shares as principals may thereafter resell such shares from time to time in
transactions (which may involve cross and block transactions and which may
involve sales to and through other broker-dealers, including transactions of the
nature described above) in the over-the-counter market, negotiated transactions
or otherwise, at

                                       18

<PAGE>

market prices prevailing at the time of sale or at negotiated prices, and in
connection with such resales may pay to or receive from the purchasers of such
shares commissions.

     To the knowledge of the Company, there is currently no agreement with any
broker or dealer respecting the sale of the shares offered hereby. Upon the sale
of any such shares, the Selling Stockholder(s) or anyone effecting sales on
behalf of the Selling Stockholder(s) may be deemed an underwriter, as that term
is defined under the Securities Act of 1933, as amended. The Company will pay
all expenses of preparing and reproducing this Reoffer Prospectus, but will not
receive the proceeds from sales by the Registered Stockholders. Sales will be
made at prices prevailing at the time of such sales.

     The Company is bearing all costs relating to the registration of the
shares. Any commissions or other fees payable to broker-dealers in connection
with any sale of the shares will be borne by the Selling Stockholder(s) or other
party selling such shares. In order to comply with certain states' securities
laws, if applicable, the shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In certain states the shares may not
be sold unless the shares have been registered or qualified for sale in such
state, or unless an exemption form registration or qualification is available
and is obtained.


                      DOCUMENTS INCORPORATED BY REFERENCE

     PlanetRX.com hereby incorporates by reference into this Registration
Statement the following documents previously filed with the Commission:

(a)  PlanetRX.com's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, and

(b)  PlanetRX.com's Registration Statement No. 0-27437 on Form 8-A filed with
the SEC on September 23, 1999, together with all amendments thereto, pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended (the "1934 Act")
in which there is described the terms, rights and provisions applicable to the
Company's outstanding Common Stock.


                                INDEMNIFICATION

     PlanetRX.com has entered into indemnification agreements with each of its
directors and executive officers. The form of indemnification agreement provides
that PlanetRX.com will indemnify its directors and executive officers against
any and all of their expenses incurred by reason of their status as a director
or executive officer to the fullest extent permitted by Delaware law, its
certificate of incorporation and its bylaws.

     PlanetRX.com's certificate of incorporation and bylaws each contain
provisions relating to the limitation of liability and indemnification of its
directors and officers. PlanetRX.com's certificate of incorporation provides
that its directors will not be personally liable to PlanetRX.com or its
stockholders for monetary damages for any breach of fiduciary duty as a
director, except liability for:

     .    any breach of the director's duty of loyalty to PlanetRX.com or its
          stockholders;

     .    acts or omissions not in good faith or that involve intentional
          misconduct or a knowing violation of law;

     .    unlawful payments of dividends or unlawful stock repurchases or
          redemptions as provided in Section 174 of the Delaware General
          Corporation Law; or

     .    any transaction from which the director derived an improper personal
          benefit.

     PlanetRX.com's certificate of incorporation also provides that if the
Delaware General Corporation Law is amended after the approval by its
stockholders of its certificate of incorporation to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of its directors will be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law. The foregoing provisions of
PlanetRX.com's certificate of incorporation are not intended to limit the
liability of its directors or officers for any violation of applicable federal
securities laws.

                                       19

<PAGE>

     In addition, as permitted by Section 145 of the Delaware General
Corporation Law, PlanetRX.com's bylaws provide that:

     .    PlanetRX.com must indemnify its directors and officers to the fullest
          extent permitted by the Delaware General Corporation Law;

     .    PlanetRX.com may, in its discretion, indemnify other of its officers,
          employees and agents as provided by the Delaware General Corporation
          Law;

     .    to the fullest extent permitted by the Delaware General Corporation
          Law, PlanetRX.com is required to advance all expenses incurred by its
          directors and officers in connection with legal proceedings (subject
          to some exceptions);

     .    the rights conferred in the bylaws are not exclusive;

     .    PlanetRX.com is authorized to enter into indemnification agreements
          with its directors, officers, employees and agents; and

     .    PlanetRX.com may not retroactively amend its bylaw provisions relating
          to indemnification.

     PlanetRX.com's bylaws provide that it must indemnify our directors to the
fullest extent permitted by Delaware General Corporation Law, including in
circumstances in which indemnification is otherwise discretionary under Delaware
General Corporation Law.

                                       20

<PAGE>

                                    PART II

              Information Required in the Registration Statement

Item 3.   Incorporation of Documents by Reference
          ---------------------------------------

          PlanetRX.com, Inc. ("PlanetRX.com") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "SEC"):

(a)       PlanetRX.com's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999; and

(b)       The description of PlanetRX.com's outstanding Common Stock contained
in PlanetRX.com's Registration Statement No. 0-27437 on Form 8-A filed with the
SEC on September 23, 1999, under Section 12 of the 1934 Act, including any
amendment or report filed to update the description.

          All reports and definitive proxy or information statements filed under
Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall also be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.

Item 4.   Description of Securities
          -------------------------

          Not Applicable.

Item 5.   Interests of Named Experts and Counsel
          --------------------------------------

          Not Applicable.

Item 6.   Indemnification of Directors and Officers
          -----------------------------------------

          PlanetRX.com has entered into indemnification agreements with each of
its directors and executive officers. The form of indemnification agreement
provides that PlanetRX.com will indemnify its directors and executive officers
against any and all of their expenses incurred by reason of their status as a
director or executive officer to the fullest extent permitted by Delaware law,
its certificate of incorporation and its bylaws.

          PlanetRX.com's certificate of incorporation and bylaws each contain
provisions relating to the limitation of liability and indemnification of its
directors and officers. PlanetRX.com's certificate of incorporation provides
that its directors will not be personally liable to PlanetRX.com or its
stockholders for monetary damages for any breach of fiduciary duty as a
director, except liability for:

          .    any breach of the director's duty of loyalty to PlanetRX.com or
               its stockholders;

          .    acts or omissions not in good faith or that involve intentional
               misconduct or a knowing violation of law;

          .    unlawful payments of dividends or unlawful stock repurchases or
               redemptions as provided in Section 174 of the Delaware General
               Corporation Law; or

          .    any transaction from which the director derived an improper
               personal benefit.

          PlanetRX.com's certificate of incorporation also provides that if the
Delaware General Corporation Law is amended after the approval by its
stockholders of its certificate of incorporation to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of its directors will be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law. The foregoing provisions of
PlanetRX.com's certificate of incorporation are not intended to limit the
liability of its directors or officers for any violation of applicable federal
securities laws.

          In addition, as permitted by Section 145 of the Delaware General
Corporation Law, PlanetRX.com's bylaws provide that:

                                     II-1
<PAGE>

          .    PlanetRx.com must indemnify its directors and officers to the
               fullest extent permitted by the Delaware General Corporation Law;

          .    PlanetRx.com may, in its discretion, indemnify other of its
               officers, employees and agents as provided by the Delaware
               General Corporation Law;

          .    to the fullest extent permitted by the Delaware General
               Corporation Law, PlanetRx.com is required to advance all expenses
               incurred by its directors and officers in connection with legal
               proceedings (subject to some exceptions);

          .    the rights conferred in the bylaws are not exclusive;

          .    PlanetRx.com is authorized to enter into indemnification
               agreements with its directors, officers, employees and agents;
               and

          .    PlanetRx.com may not retroactively amend its bylaw provisions
               relating to indemnification.

          PlanetRx.com's bylaws provide that it must indemnify our directors to
the fullest extent permitted by Delaware General Corporation Law, including in
circumstances in which indemnification is otherwise discretionary under Delaware
General Corporation Law.

Item 7.   Exemption from Registration Claimed
          -----------------------------------

          On various dates beginning October 6, 1998 and ending October 4,
1999 PlanetRx.com issued to the Selling Stockholders stock options to purchase
shares of common stock at a per share exercise price ranging from $.025 to
$ 9.00 and the Selling Stockholders exercised the options to purchase 9,675,263
shares of common stock. On September 15, 1998, PlanetRx.com issued to certain
Selling Stockholders an aggregate of 3,936,666 shares of common stock at a per
share purchase price of $0.025. The sale and issuance of securities to the
Selling Stockholders was deemed to be exempt from registration under the
Securities Act of 1933 by virtue of Section 4(2) thereof or Rule 701.

Item 8.   Exhibits
          --------

Exhibit Number      Exhibit
--------------      -------
     4              Instrument Defining Rights of Stockholders. Reference is
                    made to PlanetRX.com's Registration Statement No. 0-27437 on
                    Form 8-A, which is incorporated herein by reference under
                    Item 3(b) of this Registration Statement.

     23.1           Consent of PricewaterhouseCoopers, LLP, Independent
                    Accountants.

     24             Power of Attorney. Reference is made to page II-4 of this
                    Registration Statement.

                                     II-2
<PAGE>

Item 9.   Undertakings
          -------------

          A.   PlanetRX.com hereby undertakes:

               (1)  to file, during any period in which offers or sales are
                    being made, a post-effective amendment to this Registration
                    Statement

                    (i)   to include any prospectus required by Section 10(a)(3)
                          of the 1933 Act,

                    (ii)  to reflect in the prospectus any facts or events
                          arising after the effective date of this Registration
                          Statement (or the most recent post-effective amendment
                          thereof) which, individually or in the aggregate,
                          represent a fundamental change in the information set
                          forth in this Registration Statement and

                    (iii) to include any material information with respect to
                          the plan of distribution not previously disclosed in
                          this Registration Statement or any material change to
                          such information in this Registration Statement;
                          provided, however, that clauses (1)(i) and (1)(ii)
                          shall not apply if the information required to be
                          included in a post-effective amendment by those
                          paragraphs is contained in periodic reports filed with
                          or furnished to the SEC by PlanetRX.com under Section
                          13 or Section 15(d) of the 1934 Act that are
                          incorporated by reference in this Registration
                          Statement;

               (2)  that for the purpose of determining any liability under the
               1933 Act each such post-effective amendment shall be deemed to be
               a new registration statement relating to the securities offered
               therein and the offering of such securities at that time shall be
               deemed to be the initial bona fide offering thereof and

               (3)  to remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the PlanetRX.com, Inc. 1999 Equity
               Incentive Plan.

          B.   PlanetRX.com hereby undertakes that, for purposes of determining
any liability under the 1933 Act, each filing of PlanetRX.com's annual report
under Section 13(a) or Section 15(d) of the 1934 Act that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          C.   Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers or controlling persons of
PlanetRX.com under the indemnification provisions summarized in Item 6 or
otherwise, PlanetRX.com has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by PlanetRX.com of expenses incurred or
paid by a director, officer or controlling person of PlanetRX.com in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, PlanetRX.com will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
<PAGE>

                                  SIGNATURES

     The Securities Act of 1933, as amended, requires that PlanetRx.com
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has had this Registration Statement
signed on its behalf by the undersigned, who is duly authorized, in the City of
South San Francisco, State of California on this March 23, 2000


                                        PLANETRX.COM, INC.


                                        By:  /s/ William J. Razzouk
                                             -----------------------------------
                                             William J. Razzouk
                                             Chairman and Chief Executive
                                             Officer


                               POWER OF ATTORNEY
                               -----------------


KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of PlanetRx.com, Inc., a
Delaware corporation, do hereby constitute and appoint William J. Razzouk and
Steve Valenzuela, and either of them, the lawful attorneys-in-fact and agents
with full power and authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and either one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or either one of them, shall do or cause to
be done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                                                         Title                                       Date
---------                                                         -----                                       ----
<S>                                                    <C>                                                    <C>
/s/        William J. Razzouk                          Chairman and Chief Executive Officer                   March 23, 2000
-----------------------------------------              (Principal Executive Officer)
           William J. Razzouk

/s/         Steve Valenzuela                          Senior Vice-President, Finance, Chief Financial
-----------------------------------------             Officer and Secretary                                   March 23, 2000
            Steve Valenzuela                           (Principal Financial and Accounting Officer)
</TABLE>
<PAGE>

<TABLE>
<S>                                                         <C>                                            <C>
/s/           David Beirne                                  Director                                       March 23, 2000
-----------------------------------------
              David Beirne

                                                            Director                                       March    , 2000
-----------------------------------------
            Terrence C. Burke

/s/       Christos M. Cotsakos                              Director                                       March 23, 2000
-----------------------------------------
          Christos M. Cotsakos

/s/          Michael Moritz                                 Director                                       March 23, 2000
-----------------------------------------
             Michael Moritz

                                                            Director                                       March    , 2000
-----------------------------------------
               Barret Toan
</TABLE>
<PAGE>

                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
                                                                                                            Sequentially
Exhibit Number        Exhibit                                                                               Numbered Page
--------------        -------                                                                               -------------
<C>                   <S>                                                                                   <C>
      4               Instrument Defining Rights of Stockholders.  Reference is made to
                      PlanetRX.com's Registration Statement No. 0-27437 on Form 8-A, which is
                      incorporated herein by reference under Item 3(b) of this Registration
                      Statement.
   23.1               Consent of PricewaterhouseCoopers LLP, Independent Accountants.

   24                 Power of Attorney.  Reference is made to page II-4 of this Registration
                      Statement.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 102118}]
{"company-data": {"conformed-name": "PLANETRX COM", "cik": "0001089979", "assigned-sic": "5940", "irs-number": "943227733", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33272", "film-number": "578557"}, "business-address": {"street1": "349 OYSTER POINT BLVD", "street2": "STE 201", "city": "SOUTH SAN FRANCISCO", "state": "CA", "zip": "94080", "phone": "6506161500"}, "mail-address": {"street1": "349 OYSTER POINT BLVD", "street2": "STE 201", "city": "SOUTH SAN FRANCISCO", "state": "CA", "zip": "94080"}}
As filed with the Securities and Exchange Commission on March 24, 2000
                                                           Registration No. 333-
================================================================================

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          The Securities Act of 1933

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

                              PlanetRx.com, Inc.
            (Exact name of registrant as specified in its charter)

         Delaware                          5912                94-3227733
     (State or other                (Primary Standard             (IRS
     jurisdiction of                 Industrial Code            Employer
incorporation or organization)    Classification Number)    Identification No.)

                       349 Oyster Point Blvd., Suite 201
                         South San Francisco, CA 94080
              (Address of principal executive offices) (Zip Code)

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

                      PLANETRX.COM, INC. 1998 STOCK PLAN
             SHARES ACQUIRED UNDER WRITTEN COMPENSATION AGREEMENTS
                  WITH CERTAIN NAMED AND UNNAMED INDIVIDUALS
                           (Full title of the Plans)

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

                              William J. Razzouk
                     Chairman and Chief Executive Officer
                              PlanetRx.com, Inc.
                       349 Oyster Point Blvd., Suite 201
                         South San Francisco, CA 94080
                    (Name and address of agent for service)

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

                                 650-616-1500
         (Telephone number, including area code, of agent for service)

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

                                      CALCULATION OF REGISTRATION FEE
====================================================================================================================================
              Title of                                       Proposed Maximum          Proposed Maximum
             Securities                  Amount                 Offering                  Aggregate                 Amount of
               to be                     to be                    Price                   Offering                 Registration
             Registered               Registered (1)           per Share (2)              Price (2)                    Fee
-------------------------------------------------------------------------------------------------------------------------------
Common Stock                9,675,263                  $9.33                 $90,270,203.79              $23,831.34
        (par value $0.0001)
(1)  This Registration Statement shall also cover any additional shares of
     Common Stock issued with respect to the registered shares by reason of any
     stock dividend, stock split, recapitalization or other similar transaction
     effected without the receipt of consideration which results in an increase
     in the number of the outstanding shares of Common Stock of PlanetRX.com,
     Inc.

(2)  Calculated only for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of high and low per share
     of Common Stock of PlanetRX.com, Inc. on March 22, 2000.
EXPLANATORY NOTE

     PlanetRX.com has prepared this Registration Statement in accordance with
the requirements of Form S-8 under the Securities Act of 1933, as amended (the
"1933 Act"), to register shares of its common stock, $0.0001 par value per
share. Under cover of this Form S-8 is a Reoffer Prospectus that PlanetRX.com
has prepared in accordance with Part I of Form S-3 under the 1933 Act. The
Reoffer Prospectus may be utilized for reofferings and resales of up to
5,738,597 shares of common stock acquired by Selling Stockholders under the 1998
Stock Plan.  In addition, the Reoffer Prospectus may be utilized for
reofferings and resales of up to 3,936,666 shares of common stock acquired by
the following Selling Stockholders under Restricted Stock Purchase Agreements
entered into on September 15, 1998: Michael Bruner, Steve Su, Randal Wong,
Christopher M. Nguyen, Stephanie L. Schear and Henry Tang.
PLANETRX.COM, INC.

        FORM S-8 CROSS REFERENCE SHEET SHOWING LOCATION OF INFORMATION
                        REQUIRED BY PART I OF FORM S-3
Form S-3 Item Number                                             Location/Heading in Prospectus
--------------------                                             -----------------------------------
1.  Forepart of Registration Statement and Outside               Cover page
    Front Cover page of Prospectus
2.  Inside Front and Outside Back Cover Page of                  Available Information; Incorporation of Certain
    Prospectus                                                   Information by Reference
3.  Summary Information, Risk Factors and Ratio of               Risk Factors
    Earnings to Fixed Charges
4.  Use of Proceeds                                              Use of Proceeds
5.  Determination of Offering Price                              Not applicable
6.  Dilution                                                     Not applicable
7.  Selling Security Holder                                      Selling Security Holder
8.  Plan of Distribution                                         Plan of Distribution
9.  Description of Securities to be Registered                   Not Applicable
10. Interests of Named Experts and Counsel                       Not Applicable
11. Material Changes                                             Not Applicable
12. Incorporation of Certain Information                         Documents Incorporated by Reference
13. Disclosure of Commission Position on                         Indemnification
    Indemnification for Securities Act Liabilities
REOFFER PROSPECTUS

                            Shares of Common Stock
                              PlanetRX.com, Inc.

     This Reoffer Prospectus relates to 5,738,597 shares of the Common Stock,
par value $0.0001 (the "Common Stock"), of PlanetRX.com, Inc. (the "Company"),
which may be offered from time to time by certain key employees named herein and
certain employees who are not named herein who are not affiliates and donees
of shares received from key employees (the "Registered Stockholders"). It is
anticipated that the Registered Stockholders will offer shares for sale at
prevailing prices on the Nasdaq National Market System on the date of sale.
The Company will receive no part of the proceeds of sale made hereunder. All
expenses of registration incurred in connection with this offering are being
borne by the Company, but all selling and other expenses incurred by each of
the Registered Stockholders will be borne by each such Registered Stockholder.

     The Common Stock is traded on the Nasdaq National Market System under the
symbol PLRX.

     The Registered Stockholders and any broker executing selling orders on
behalf of the Registered Stockholders may be deemed to be "underwriters" within
the meaning of the Securities Act of 1933, as amended (the "Securities Act"), in
which event commissions received by such broker may be deemed to be underwriting
commissions under the Securities Act.

           THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK AND SHOULD
           BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF
                           THEIR ENTIRE INVESTMENT.
                    SEE "RISK FACTORS" BEGINNING ON PAGE 5.
   THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
        AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
          ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
                    TO THE CONTRARY IS A CRIMINAL OFFENSE.

     No person is authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering described herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or any Registered Stockholder. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, nor shall there be any sale of these
securities by any person in any jurisdiction in which it is unlawful for such
person to make such offer, solicitation or sale. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circumstances create an
implication that the information contained herein is correct as of any time
subsequent to the date hereof.

     The date of this Prospectus is March 24, 2000.
AVAILABLE INFORMATION

     The Company will be subject to the informational reporting requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") upon the
first date on which its Common Stock is registered under Section 12(g) of the
Exchange Act and in accordance therewith will file reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information can be
inspected and copied at the Public Reference Room of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the Commission's regional offices at
219 South Dearborn Street, Chicago, IL 60604; 26 Federal Plaza, New York, NY
10007; and 5757 Wilshire Boulevard, Los Angeles, CA 90036, at prescribed rates.
The Common Stock is quoted on the Nasdaq National Market System. Reports, proxy
statements, informational statements and other information concerning the
Company can be inspected at the offices of the National Association of
Securities Dealers, Inc. at 1735 K Street, N.W., Washington, D.C. 20006. The
Commission also maintains a Web site (http://www.sec.gov) that contains reports,
proxy statements and other information regarding registrants that file
electronically with the Commission.

     The Company intends to furnish its stockholders with annual reports
containing additional financial statements and a report thereon by independent
certified public accountants.

     A copy of any document incorporated by reference in the Registration
Statement (not including exhibits to the information that is incorporated by
reference unless such exhibits are specifically incorporated by reference into
the information that the Registration Statement incorporates) of which this
Reoffer Prospectus forms a part but which is not delivered with this Reoffer
Prospectus will be provided by the Company without charge to any person
(including any beneficial owner) to whom this Reoffer Prospectus has been
delivered upon the oral or written request of such person. Such requests should
be directed to Brian Nelson, PlanetRX.com, Inc., 349 Oyster Point Blvd., Suite
201, South San Francisco, CA 94080. The Company's telephone number at that
location is (650) 616-1500.

                               TABLE OF CONTENTS
                                                                           Page

THE COMPANY..............................................................  3

RISK FACTORS.............................................................  5

USE OF PROCEEDS..........................................................  6

REGISTERED STOCKHOLDERS..................................................  6

PLAN OF DISTRIBUTION.....................................................  6

DOCUMENTS INCORPORATED BY REFERENCE......................................  7

INDEMNIFICATION..........................................................  7

                                       2
THE COMPANY

     PlanetRx.com is a leading online healthcare destination for commerce,
content and community. Our e-commerce website, www.PlanetRx.com, launched on
March 18, 1999, provides a convenient, private and informative shopping
experience. We offer products in six categories: prescription drugs; non-
prescription drugs; personal care, beauty and spa; vitamins, herbs and
nutrition; and medical supplies. Our eCenters, located within the Planetrx.com
website, incorporate content that addresses a variety of health-related topics.
In addition, we own and operate a network of satellite websites targeting
specific healthcare conditions by providing relevant content and a destination
for online communities. These conditions-specific websites, which include
diabetes.com, depression.com, obesity.com and alzheimers.com, are linked to the
PlanetRx.com website.

     In October 1999, we aquired the Internet operations of Express Scripts'
Your Pharmacy.com and become the online pharmacy for Express Scripts, one of the
largest pharmacy benefit managers in the U.S. with over 36 million covered
lives.   In October 1999, we completed our initial offering.

                            The PlanetRx.com Market

     Our market consists of prescription drugs, non-prescription drugs, personal
care products, beauty and spa products, vitamins, herbs and nutrition products
and medical supplies. Based on estimates from the National Association of Chain
I Drugstores and Information Resources, Inc., we believe that the U.S. market
for health and personal care products was over $175 billion in 1999, of which
prescription drugs comprised over $120 billion. We believe that the aging of the
U.S. population will continue to drive increased demand for these products.

                    The PlanetRx.com Healthcare Destination

     Our websites offer a convenient shopping experience, extensive product
selection, professionally-created content and online communities developed
around specific health-related topics. We believe that we offer one of the
largest selections of health and personal care products available on the
Internet, with over 28,000 stock keeping units (SKUs). Other key advantages of
our online store include:

     .    ability to fill and process non-cash prescriptions, which are directly
          reimbursable by insurance companies for members of our affiliated
          pharmacy benefit managers, and cash prescriptions;

     .    access 24 hours a day, seven days a week from anywhere Internet access
          is available; direct shipping to the customer;

     .    online search capabilities for products and information;

     .    excellent customer service;

     .    order-tracking information;

     .    reliable and accessible healthcare information;

                                       3
.    online forums for consumer interaction; and

     .    personalized and confidential information for customers, such as
          health answers, medical records and e-mail reminders.

     We operate our own distribution center and pharmacy in Memphis, Tennessee.
Our pharmacy is staffed 24 hours a day, seven days a week with experienced
pharmacists who are members of the American Pharmaceutical Association. We are
licensed to ship prescription products in all U.S. states and territories.

                           The PlanetRx.com Strategy

     Our objective is to become the leading Internet healthcare destination for
commerce, content and community. We intend to attract new customers, develop
customer loyalty and promote repeat purchases by implementing the following
strategies:

     Continue to Build Our Brand. Through our advertising and promotional
activities, we are developing PlanetRx.com as a pervasive brand that targets
purchasers of health and personal care products and identifies us as a premier
healthcare destination on the Internet. To date, in addition to having used a
range of traditional media such as print and radio, we have promoted our site on
a variety of major Internet destinations. We plan to complement these efforts
with appropriate levels of television advertising and additional online
promotional activities.

     Continue to Build Premier Content and Community Websites. As part of our
commitment to consumers, we endeavor to provide a secure and private forum in
which to communicate and share ideas. We will continue to develop our network of
satellite destination sites, such as diabetes.com, and eCenters, such as our
Weight Loss eCenter, all of which provide a wealth of information to, and a
forum for, consumers with similar health concerns. We believe that this
combination of content and community will attract repeat users.

     Maintain an Independent Distribution Center and Pharmacy. We maintain our
own distribution center, which is only minutes away from our primary supplier,
McKesson, and our primary shipping agents, FedEx and the USPS Priority Air
center. Moreover, we operate our own pharmacy with licensed pharmacists and are
licensed to ship prescription products in all U.S. states and territories. By
operating our own distribution center and pharmacy, we are able to maintain
strict control over logistics, provide excellent customer service and offer
reliable and prompt delivery.

     Utilize Technology to Improve the Customer Shopping Experience. We intend
to use technology to continuously enhance our product and service offerings and
take advantage of the unique characteristics of online retailing. Among other
technology objectives, we intend to develop features that enhance the look and
feel of our websites and further customize the shopping experience.
Additionally, we intend to strengthen our Internet infrastructure by building
our own data center and leasing additional capacity to maintain speed and
reliability.

     Continue to Expand Product Offerings. We intend to focus on providing
consumers with a wide product selection to meet their health-related needs. We
expect to increase the breadth and differentiation of our product selection,
including both mass market and prestige products. For example, we have recently
introduced branded cosmetics and salon hair care products for sale on our
website.

     Continue to Develop Strategic Relationships to Further Revenue
Opportunities. We will continue to develop strategic relationships in order to
increase our revenue opportunities and build our reputation as a leading online
healthcare destination. For example, we will seek to develop relationships or
partner with:

     .   pharmacy benefit managers and managed care organizations to increase
         payment alternatives for our prescription drug customers, such as our
         relationship with Express Scripts;

     .   pharmaceutical manufacturers to sponsor our various satellite sites
         focused on chronic conditions;

     .   hospital organizations in order to market directly to their patient and
         doctor populations;

     .   companies that are working on providing direct links between doctors'
         offices and pharmacies to facilitate the delivery of electronic
         prescriptions; and

     .   content and commerce portals and online service providers to drive
         traffic to our website.

                           Limited Operating History

     We were incorporated in Delaware on March 31, 1995 and only began
substantial operations in September 1998. We incurred net losses of $7,000 for
the year ended 1996, $137,000 for the year ended 1997, $4.1 million for the year
ended 1998 and $98.0 million for the ended December 31, 1999.

                     Corporate Information; Reorganization

     Our corporate offices are located at 349 Oyster Point Blvd., Suite 201,
South San Francisco, CA 94080. Our telephone number is (650) 616-1500.
Information contained on our website does not constitute a part of this
prospectus.

                                       4
RISK FACTORS

      The following risk factors and other information included in this Report
should be carefully considered. The risks and uncertainties described below are
not the only ones we face. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial also may impair our business
operations. If any of the following risks actually occur, our business,
financial condition and operating results could be materially adversely
affected.

Risks Related to Our Business

      Our limited operating history makes forecasting future results
difficult. We were incorporated on March 31, 1995 and only began substantial
operations in September 1998. Our PlanetRx.com website was launched on March
18, 1999. As a result of our limited operating history, it is difficult to
accurately forecast our revenues and we have limited meaningful historical
financial data upon which to base planned operating expenses. We base our
current and future expense levels on our operating plans and estimates of
future revenues and our expenses are to a large extent fixed. Our revenues and
operating results are difficult for us to forecast because we operate with
substantially no backlog. As a result, we may be unable to adjust our spending
in a timely manner to compensate for any unexpected revenue shortfall. This
inability could cause our net losses in a given quarter to be greater than
expected.

      We have a history of losses and we anticipate future losses and negative
cash flow. Since our inception, we have incurred significant losses and
negative cash flow, and we expect operating losses and negative cash flow to
continue for the foreseeable future. We incurred net losses of $7,000 for the
year ended 1996, $137,000 for the year ended 1997, $4.1 million for the year
ended 1998 and $98.0 million for the year ended December 31, 1999. As of
December 31, 1999, we had an accumulated deficit of $103.3 million. We
anticipate that our losses will increase significantly from current levels
because we expect to incur additional costs and expenses related to:

    .  the development of the PlanetRx.com brand, marketing and other
       promotional activities;

    .  the expansion of our inventory management and distribution operations
       at our facilities in Memphis, Tennessee or in new facilities
       established elsewhere;

    .  the continued development of the PlanetRx.com website, our computer
       network and the systems that we use to process customers' orders and
       payments;

    .  the expansion of our product offerings and the categories of the
       products that we offer;

    .  the continued development of relevant, healthcare-related content on
       the PlanetRx.com website;

    .  the development of marketing and distribution relationships with
       strategic business partners;

    .  increases in our general and administrative functions to support our
       growing operations; and

    .  the establishment and development of relationships in the healthcare
       industry, particularly in the areas of reimbursement and managed care
       with insurance companies and pharmacy benefit management companies.

      Our ability to become profitable depends on our ability to generate and
sustain substantially higher revenues while maintaining reasonable expense
levels. If we do achieve profitability, we cannot be certain that we would be
able to sustain or increase profitability on a quarterly or annual basis in the
future.

      Online sales of prescription drugs, non-prescription drugs, personal care
products and medical supplies may not achieve market acceptance, which could
result in slower revenue growth, loss of revenues and increased operating
losses. If we do not attract and retain a high volume of online customers to
our website at a reasonable cost, our business and operating

                                       5
results will be adversely affected. The online market for our products is in
its infancy. We may not be able to convert a large number of consumers from
traditional shopping methods to online shopping for prescription drugs, non-
prescription drugs, personal care products and medical supplies. Specific
factors that could prevent widespread consumer acceptance of the online sales
of our products, include:

    .  shipping charges and delivery times associated with online purchases;

    .  delays and other inefficiencies associated with processing orders for
       prescription products covered by insurance;

    .  lack of reimbursement of customer prescriptions by some healthcare
       payors;

    .  inability to serve the acute care needs of customers, including
       emergency prescription drugs and other urgently needed products;

    .  pricing that does not meet customer expectations;

    .  customer concerns about the security of online transactions and the
       privacy of their personal health information;

    .  product damage from shipping or shipments of wrong or expired
       products from our suppliers, resulting in a failure to establish
       customers' trust in buying our products online;

    .  delays in responses to customer inquiries; and

    .  difficulties in returning or exchanging products.

      If we fail to establish the PlanetRx.com brand or attract repeat
customers, we may not be able to increase our revenues. We believe that we must
continue to strengthen the PlanetRx.com brand, particularly because of the
early stage and competitive nature of the online market for our products. If we
fail to establish our brand quickly, we will be at a competitive disadvantage
and may lose the opportunity to build a critical mass of customers. The
development of our brand will depend largely on the success of our marketing
efforts and our ability to provide consistent, high quality customer
experiences. We cannot be certain that our brand promotion activities will be
successful, or will result in increased revenues. If we achieve increased
revenues, there can be no assurance that these revenues will be sufficient to
offset the expenditures incurred in building our brand.

      In addition, due to our limited operating history, we have not
established a material amount of repeat business from regular customers. While
our websites are designed to encourage repeat business, we do not yet have
sufficient historical data on how successful this strategy will be. Therefore,
it is difficult to forecast what our revenues from repeat customers will be or
our overall revenue trends.

      We expect our quarterly financial results to fluctuate. We expect our
revenues and operating results to vary significantly from quarter to quarter
due to a number of factors, including:

    .  our ability to attract visitors to the PlanetRx.com website and to
       convert those visitors into customers;

    .  our ability to satisfy customer demand, retain existing customers and
       attract new customers at a reasonable cost;

    .  the frequency and size of any repeat customer orders;

    .  the nature and amount of publicity for us or our competitors;

    .  changes in the growth rate of Internet usage and online purchasing;

    .  the mix of products sold by us;

                                       6
.  our ability to maintain adequate inventory levels;

    .  changes in our pricing policies or the pricing policies of our online
       and traditional competitors;

    .  purchasing patterns, including holiday purchasing patterns and the
       purchasing of seasonal products such as sunscreen and allergy
       medications; and

    .  costs related to potential acquisitions of technologies or
       businesses.

      We currently expect that a majority of our revenues for the foreseeable
future will come from orders of prescription drugs, non-prescription drugs,
personal care products and medical supplies on our PlanetRx.com website as well
as from sponsors on our satellite websites. The volume and timing of orders are
difficult to predict because the online market for these products is in its
infancy. Our operating expenses are largely based on anticipated revenue trends
and a high percentage of our expenses are fixed in the short term. As a result,
a delay in generating or recognizing revenue for any reason could cause
significant variations in our operating results from quarter to quarter and
could result in greater than expected operating losses.

      Because our operating results fluctuate and are difficult to predict, we
believe that quarter-to-quarter comparisons of our operating results are not a
good indication of our future performance. In some future quarter, our
operating results may fall below the expectations of public market analysts and
investors. In this event, the price of our common stock may fall.

      We may be unable to significantly expand our customer base because of
limited insurance reimbursement coverage for prescription drugs that we
sell. We currently have limited access to insurance reimbursement coverage for
our prescription products. The majority of purchases in the prescription drug
market are paid for by third-party payors. A disproportionate dependence on
purchases of prescriptions without reimbursement may limit our penetration of
the prescription drug market, and may thus have an adverse impact on our
business.

      Our relationship with Express Scripts, Inc. is complex and requires
significant cash payments for which we may receive no benefit. In October 1999,
we completed a series of agreements with Express Scripts, Inc. and its wholly
owned subsidiary, YourPharmacy.com. These agreements involve many aspects of
our business, including the sale of equity securities, the operation of our
respective websites, significant cash payments to Express Scripts, and the
inclusion of us as an authorized pharmacy in the Express Scripts network. These
arrangements are complex and will require significant efforts to operate
successfully. As a result, there are many risks related to these arrangements,
including some that we may not have foreseen.

      In particular, we have committed to pay Express Scripts a minimum of
$14.7 million annually for five years, with a potential five-year extension,
plus an incremental fee based on Express Scripts members' activity on our
website. Express Scripts has committed to actively promote us as Express
Scripts' online pharmacy; however, we do not control the choice of ads and the
advertising may not result in additional customers. If we are not successful in
converting a significant number of Express Scripts members into customers, we
may not receive any benefit from our cash payments to Express Scripts and our
revenues will be harmed.

      Additionally, while our relationship with Express Scripts significantly
broadens our ability to provide prescription medication to consumers with
insurance reimbursement plans, it may not allow all of our potential customers
to purchase these medications from us and receive insurance reimbursement.

      Due to Express Scripts' percentage of ownership of our common stock, it
will be able to influence all matters requiring approval by our stockholders,
including the approval of mergers or other business combinations.

                                       7
If we are not able to maintain existing contracts or obtain additional
contracts with insurance companies and pharmacy benefit managers, our customers
may not be able to obtain reimbursement for purchases of prescription products,
which would impair our ability to expand our customer base. To obtain
reimbursement on behalf of our customers for the prescription products that
they purchase on our website, we need to obtain contracts with numerous
insurance companies and pharmacy benefit managers.

      Our ability to obtain additional contracts with other insurance companies
and pharmacy benefit managers, or retain our existing contracts for an extended
period of time, is uncertain. Many of these companies are in the early stages
of evaluating the impact of the Internet and online pharmacies on their
businesses. Many of these companies may delay their decisions to contract with
online pharmacies or may decide to develop their own Internet capabilities that
may compete with us. In addition, many insurance companies have existing
contracts with chain drugstores and pharmacy benefit managers that have
announced their intentions to establish online pharmacies.

      In addition, it is likely that some insurance companies and pharmacy
benefit managers will contract with only one or a limited number of online
pharmacies. If our online competitors obtain these contracts and we do not, we
would be at a competitive disadvantage.

      Even if we are successful in gaining widespread access to insurance
reimbursement, each insurance application must be processed individually, which
will raise the costs of processing prescription orders and may delay our order
processing time, which may be harmful to our business. In addition, if
customers do not initially embrace our online insurance coverage procedure, we
may remain dependent on that portion of the market that is willing to pay cash
for their prescriptions.

      We may not be able to compete successfully against current and future
competitors. We do business in a market that is highly competitive, and we
expect competition to intensify in the future. Increased competition is likely
to result in price reductions, reduced gross margins and loss of market share,
any of which could harm our net revenue and results of operations. We currently
or potentially compete with a variety of companies, many of which have
significantly greater financial, technical, marketing and other resources. Our
competitors include:

    .  various online stores that sell prescription drugs as well as over-
       the-counter drug and health, wellness, beauty and personal care
       items;

    .  chain drugstores;

    .  independent drugstores and pharmacies;

    .  mass-market retailers;

    .  warehouse clubs; and

    .  pharmacy benefit managers that sell prescription drugs directly.

      Most traditional drugstores have operated for a longer period of time,
have greater financial resources, have established marketing relationships with
leading manufacturers and advertisers and have secured greater presence in
distribution channels. Some of these companies may also commence or expand
their presence on the Internet. We also compete with hospitals, HMOs and mail
order prescription drug providers, all of whom are or may begin offering
products and services, as well as healthcare related information similar to our
content, over the Internet. Finally, we are aware of numerous other smaller
entrepreneurial companies that are focusing significant resources on developing
and marketing products and services that will compete directly with those
offered at PlanetRx.com.

      We may face a significant competitive challenge from alliances entered
into by our competitors. For instance, one of our direct online competitors,
drugstore.com, has a relationship that gives them access to a major

                                       8
pharmacy benefit manager. Our competitors may continue to gain access to major
pharmacy benefit managers, major HMOs or chain drugstores. The combined
resources of these partnerships could pose a significant competitive challenge
to PlanetRx.com and could prevent these pharmacy benefit managers, HMOs or
chain drugstores from also entering into relationships with us and could limit
our ability to penetrate the prescription drug market.

      We believe the principal factors on which we will compete include:

    .  recognition of the PlanetRx.com brand;

    .  product selection;

    .  personalized services;

    .  convenience and ease of use;

    .  price;

    .  accessibility;

    .  customer service;

    .  quality of interactive tools;

    .  quality of content; and

    .  reliability and speed of fulfillment for products ordered.

      We will have no control over how successful our competitors are in
addressing these factors. In addition, our online competitors can duplicate
many of the products or services and much of the content that we offer, with
little difficulty.

      Our gross margins may be affected by downward price pressure on
pharmaceutical drugs. Third-party payors are increasingly challenging the price
and cost-effectiveness of medical products and services. While we may be
successful in gaining widespread access to insurance reimbursement, the efforts
of third-party payors to contain costs will place downward pressures on gross
margins from sales of prescription drugs. We cannot be certain that our
products or services will be considered cost effective or that adequate third-
party reimbursement will be available to enable us to maintain price levels
sufficient to realize adequate profit margins on prescription drugs. Our
failure to realize adequate profit margins on prescription drugs would harm our
business.

      We are dependent on strategic relationships with pharmaceutical companies
to provide sponsorship revenue. If litigation or governmental interference
affects the pharmaceutical companies' operations, our relationships may be
adversely affected. In May 1999, we entered into a strategic alliance with a
major pharmaceutical company. Under the terms of the agreement, this
pharmaceutical company is the exclusive therapeutic disease state management
sponsor within our diabetes.com community. In December 1999, we entered into an
agreement with another major pharmaceutical manufacturer to develop a unique
Web site for allergy sufferers. We plan to enter into similar agreements with
other third parties in connection with the expansion of other PlanetRx.com
communities. Payments by these companies to us for services that we provide to
them may be at risk in future periods if these companies become subject to
external interference.

      We depend on a limited number of suppliers and third-party carriers; if
they do not perform, we will not be able to effectively ship orders. To
generate the significant customer traffic, volume of purchases and repeat
purchases that we believe are crucial to obtaining sufficient revenues, we must
develop and maintain customer trust in the timing and accuracy of our product
deliveries. We purchase a substantial majority of our prescription and over-
the-counter products from one vendor, McKesson. We have a multi-year agreement
with McKesson that requires us to purchase 80% of our prescription drugs, non-
prescription drugs, home healthcare products, sundries and health and beauty

                                       9
aids from McKesson. However, if McKesson were unwilling or unable to supply
products to us in sufficient quantities and in a timely manner, we may not be
able to secure alternative suppliers on acceptable terms in a timely manner, or
at all. Although our agreement with McKesson has a multi-year term, it can be
terminated by us or by McKesson upon 60 days' notice.

      In addition to McKesson, we use other suppliers, particularly with
respect to our other product categories. These suppliers may not continue to
sell products to us on existing terms and we may not be able to establish new
or extend current fulfillment terms on a timely or acceptable basis or at all.
Negotiating and implementing relationships with additional vendors or
distributors may take substantial time and resources. If we cannot develop and
maintain relationships with vendors that allow us to obtain sufficient
quantities of products on acceptable commercial terms, our business may be
harmed.

      We also rely on third-party carriers for product shipments, including
shipments to and from our distribution facilities. We are therefore subject to
the risks, including employee strikes and inclement weather, associated with
our carriers' ability to provide delivery services to meet our fulfillment and
shipping needs. Failure to deliver products to our customers in a timely and
accurate manner would harm our reputation and our business and results of
operations.

      If we fail to provide updated healthcare content and other features that
consumers demand, we will not be able to attract or retain customers, which
would result in slower revenue growth. If we fail to update and improve our
healthcare content and interactive tools in a timely and efficient manner, we
may not be able to attract or retain customers. We must continue to provide
professionally created healthcare content, interactive tools and other features
that consumers demand. This will require the expenditure of significant funds
and demand a material amount of time of senior management. In addition, we must
also anticipate and respond quickly to consumer preferences and demands
regarding healthcare information.

      Pharmacy or prescription processing errors could produce liability and
significant negative publicity. Mistakes relating to the dispensation of
prescription drugs could produce liability and negative publicity that would be
adverse to our business. Pharmacies occasionally make mistakes relating to
prescriptions, dosage and other aspects of the medication dispensing process.
We expect that sales of pharmaceutical products will account for a significant
percentage of our revenues. Because we distribute these products directly to
the customer, we are the most visible participant in the medication
distribution chain. While we do carry product liability insurance, it may be
insufficient to cover potential claims.

      If a regulatory body alleges that we have engaged in the practice of
medicine, we may be subject to significant liabilities. The practice of
medicine requires licensing under applicable state law. It is not our intent to
practice medicine and we have structured our websites and our business to avoid
violation of state licensing requirements. However, a state regulatory
authority could at some time allege that some portion of our business violates
these statutes. An allegation that we practice medicine could result in
significant liabilities. Further, any liability based on a determination that
we engaged in the unlawful practice of medicine may be excluded from coverage
under the terms of our general liability insurance policy.

      Information provided by our pharmacists or on our PlanetRx.com website or
satellite websites may result in liability or negative publicity. In the event
that our websites or our pharmacists provide erroneous or misleading
information to our customers, we may be subject to liability or negative
publicity that could have an adverse impact on our business. Our pharmacists
are required by law to offer counseling to our customers about medication,
dosage, delivery systems, common side effects and other information deemed to
be significant by the pharmacists. Our pharmacists may have a duty to warn
customers regarding any potential adverse effects of a prescription drug if the
warning could reduce or negate these effects. This counseling is in part
accomplished through e-mail, our toll-free

                                      10
telephone service and inserts included with the prescription, which may
increase the risk of miscommunication because the customer is not personally
present or may not have provided all relevant information to the pharmacist. In
addition, information we provide through our Ask the Pharmacist service on our
websites may subject us to liability to the extent that it contains any
inaccuracies.

      We also post product and health-related information on our PlanetRx.com
website and related satellite websites. Moreover, because visitors to our
satellite sites post content unedited by us, this content could give rise to
liability for us. This creates the potential for claims to be made against us
for negligence, personal injury, wrongful death, product liability,
malpractice, invasion of privacy or other legal theories based on our product
or service offerings. To the extent that our content is perceived as promoting
one product over another, our reputation could be harmed. Because online
pharmacies are in an early stage of development, the amount of negative
publicity that we or the online pharmacy industry receive could be
disproportionate in relation to the negative publicity received by traditional
pharmacies.

      Although we carry general liability, product liability and professional
liability insurance, our insurance may not cover potential claims of this type
or may not be adequate to protect us from all liability that may be imposed. In
addition, we could face severe negative publicity if we are sued on these or
other grounds, which could hurt the PlanetRx.com brand and prevent us from
attracting and retaining customers. We cannot be certain that we will be able
to maintain general liability, product liability and professional liability
insurance in the future on acceptable terms or with adequate coverage against
potential liabilities.

      We may be unable to accommodate increased consumer traffic on our
website, which would limit our ability to increase sales. If we fail to
accommodate increased traffic on our website, our business may be seriously
harmed. Our commerce revenues depend on the number of customers who use our
website to purchase products. We depend on the satisfactory performance,
reliability and availability of our websites, transaction processing systems,
network infrastructure, customer support center, distribution and shipping
systems.

      We will be required to add additional software and hardware and further
develop and upgrade our existing technology, transaction-processing systems,
network infrastructure and distribution facilities to accommodate increased
traffic on our websites and increased sales volume. Our inability to scale our
systems may cause unanticipated system disruptions, slower response times,
degradation in levels of customer service or impaired quality and speed of
order fulfillment. We may be unable to effectively upgrade and expand our
transaction-processing systems to accommodate increases in the use of our
websites.

      We may suffer systems failures on our websites which could result in
negative publicity and reduce the volume of products sold. From time to time,
we have experienced temporary system interruptions in connection with
dramatically increased traffic on our website in response to promotional
activities. Although these interruptions have not significantly harmed our
operations, any system failure that results in the unavailability of our
websites or reduced order fulfillment performance could result in negative
publicity and reduce the volume of products sold, which would negatively affect
our business. The satisfactory performance, reliability and availability of our
websites, transaction processing systems and network infrastructure are
critical to our reputation and our ability to attract and retain customers and
to maintain adequate customer service levels.

      In addition, because we outsource some aspects of our system, the cause
of system interruptions may be outside of our control, and therefore we may not
be able to correct any problem in a timely manner or at all. For example, we
rely substantially on Cybercash to handle many of the elements of our
transaction processing.

      Our growth and changing operations have placed a significant burden on
our management system and resources, and any inability to manage this growth
could result in higher operating costs and lower gross margins. We have
expanded our operations rapidly since our inception and the launch of our
PlanetRx.com website in March 1999. The number of

                                      11
our employees increased from 33 on December 31, 1998 to 433 on December 31,
1999. Additionally, many of our senior management have joined us within the
last twelve months. We intend to hire additional personnel in order to pursue
existing and potential market opportunities. Our growth has placed, and our
anticipated future operations will continue to place, a significant strain on
our management systems and resources, which could result in slower revenue
growth, increased operating costs and lower gross margins. Our ability to
successfully offer products and services and implement our business strategy in
a rapidly evolving market requires an effective planning and management
process. We also expect that we will need to continue to improve our
transaction-processing, operational, financial and managerial controls and
reporting systems and procedures as we grow.

      Many of our senior management have no prior management experience at
public companies, and many of our executive officers have no prior management
experience in the healthcare industry. We cannot be certain that our current
and planned personnel, systems, procedures and controls will be adequate to
support our future operations, that management will be able to hire, train,
retain, motivate and manage required personnel or that our management will be
able to successfully identify, manage and exploit existing and potential market
opportunities.

      If we are unable to attract and train adequate numbers of customer
service personnel, we may not be able to provide sufficient customer
service. Our business depends in part on our ability to maintain superior
customer service. If we are unable to attract and train adequate numbers of
customer service personnel, our efforts to establish our brand may be harmed
and our business results may be impaired. We will need to commit significant
additional financial resources to attract and train customer service personnel
in order to provide our customers with high quality customer service.

      We may be unable to expand the breadth and depth of our product offerings
in a cost-effective and timely manner. It is important to our future success to
expand the breadth and depth of our product offerings. For example, we recently
introduced the sale of branded cosmetics and salon hair care products on our
PlanetRx.com website. Expansion of our product categories and product offerings
in this manner will require significant additional expenditures and could
strain our management, financial and operational resources. For example, we may
need to incur significant marketing expenses, develop relationships with new
suppliers or manufacturers, or comply with new regulations. We cannot be
certain that we will be able to expand our product categories or offerings in a
cost-effective or timely manner, or that we will be able to offer every product
in demand by our customers. Furthermore, any new product offering that is not
favorably received by consumers could damage our reputation. The lack of market
acceptance of new products or our inability to generate satisfactory revenues
from expanded product offerings to offset their costs could harm our business.

      If we do not successfully expand our distribution operations, we may not
be able to meet customer demand, which would result in loss of customers and
revenues. If we do not successfully expand our distribution operations on an
ongoing basis to accommodate increases in demand, we will not be able to
fulfill our customers' orders in a timely manner, which would harm our
business. All of our distribution operations are handled at our facilities in
Memphis, Tennessee. Any future expansion may cause disruptions in our business
and may be insufficient to meet our ongoing distribution requirements.

      We may be unable to meet our future capital requirements, which would
impair our ability to fund our operations.  We require substantial working
capital to fund our operations. We expect that funds from operations and the
proceeds from the sale of our common stock will be sufficient to fund our
operations for the next twelve months, but we cannot assure you that we will be
able generate sufficient funds from our operations after that time, in which
case, we may need to raise additional funds. However, we cannot be sure that
additional financing would be available to us on favorable terms or at all.

      If we raise funds by issuing equity, equity-related or debt securities,
these securities may have rights, preferences and privileges that are senior to
our existing common stock. In addition, the issuance of these securities may
cause immediate and substantial dilution to our existing stockholders.

                                      12
We face the risk of inventory theft and diversion, which could result in
increased operating costs. Many of our products are valuable, and their small
size and packaging render them particularly susceptible to theft and diversion
in the course of fulfillment and distribution. If the security measures we use
at our distribution center and during the distribution process do not prevent
significant inventory theft and diversion, our gross profit margins and results
of operations may be harmed.

      If our online security measures fail, we could incur significant
liabilities. If third parties were able to penetrate our network security or
otherwise misappropriate our users' personal information, such as prescription
or health condition information, we could be subject to liability, including
lawsuits. This would be costly, divert the attention of our management and
cause significant harm to our reputation.

      We are exposed to risks associated with credit card fraud, which may
reduce collections and discourage online transactions. If we fail to adequately
control fraudulent credit card transactions, our revenues and results of
operations would be harmed because we do not carry insurance against this risk.
Under current credit card practices, we are liable for fraudulent credit card
transactions because we do not obtain a cardholder's signature.

      If one or more of our pharmacy licenses is not renewed, we may not be
able to ship our products into markets into which we currently deliver our
products. We currently hold pharmacy licenses that allow us to ship into all
U.S. states and territories, and these licenses generally must be renewed on an
annual basis. If one or more of these licenses is not renewed, for whatever
reason, our business and reputation would be significantly harmed.

      Government regulation of the health care and pharmacy industries may
expose us to risks that we may be fined or exposed to civil or criminal
liability, receive negative publicity or be prevented from shipping products
into one or more states. Our business is subject to extensive federal, state,
and local regulations, many of which are specific to pharmacies and the sale of
over-the-counter drugs. Many of these regulations are new and subject to
varying interpretations, which makes the task of assuring compliance difficult.
Noncompliance with one or more of these regulations could result in substantial
fines and other monetary penalties, exclusion from participation in some
networks, and/or criminal sanctions which could adversely affect our business.

      We are also subject to laws and regulations regarding homeopathic drugs,
and we may face enforcement actions, lawsuits or claims asserting that we have
not complied with these laws and regulations. As we expand our product and
service offerings, more of our products and services will likely be subject to
regulation by the FDA, which regulates drug advertising and promotion.
Complying with FDA regulations is time consuming, burdensome and expensive, and
could delay our introduction of new products and services.

      The U.S. House of Representatives Committee on Commerce and the General
Accounting Office are conducting a review of online pharmacies, including the
current laws that govern pharmacy operations, and the potential for abuses by
some online sites, focusing on those that do not require the submission of a
valid prescription issued by the customer's physician. In addition, in December
1999 the Clinton administration announced a proposal to eliminate illegal sales
of prescription drugs over the Internet by unlicensed Web site operators. If
approved by Congress, the proposal would, among other things, establish new
federal requirements for Internet pharmacies to ensure that they comply with
state and federal laws, create new civil penalties for the illegal sale
pharmaceuticals, and authorize additional federal enforcement powers. We
believe that any regulations resulting from these investigations or the Clinton
administration's proposal will likely result in increased reporting and
monitoring requirements, which could be burdensome and increase our expenses.
Other legislation and regulations currently being considered at the federal and
state level could affect our business, including legislation or regulations
relating to confidentiality of patients records, including electronic access
and storage of such records, as well as the inclusion of prescription drugs as
a Medicare benefit. In addition, various state legislatures are considering new
legislation related to the regulation of nonresident pharmacies. Compliance
with new laws or regulations could increase our expenses.

                                      13
The Health Insurance Portability and Accountability Act of 1996 mandates
the use of standard transactions, standard identifiers, security and other
provisions by the year 2000. Regulations have been proposed to implement these
requirements, and we are designing our applications to comply with the proposed
regulations. However, until these regulations become final, possible changes in
these regulations could cause us to sue additional resources and lead to delays
as we revise our Web site and operations.

      Until recently, Health Care Financing Administration guidelines
prohibited transmission of Medicare eligibility information over the Internet.
We are also subject to extensive regulation relating to the confidentiality and
release of patient records. Additional legislation governing the distribution
of medical records exists or has been proposed at both the state and federal
level. It may be expensive to implement security or other measures designed to
comply with any new legislation. Moreover, we may be restricted or prevented
form delivering patient records electronically. This could have an adverse
impact on our ability to gain and retain customers.

      Our facilities, systems and operations are vulnerable to natural
disasters and other unexpected problems. Fire, flood, power loss,
telecommunications failure, break-ins, earthquakes, tornadoes and similar
events could damage our communications hardware and other computer hardware
operations, which are located in South San Francisco, California and our
distribution center and pharmacy, which are located in Memphis, Tennessee. This
could cause interruptions or delays in our business, loss of data or render us
unable to accept and fulfill customer orders. In addition, computer viruses,
electronic break-ins or other similar disruptions could harm our websites. We
have no formal disaster recovery plan and our insurance may not adequately
compensate us for losses that may occur due to failures or interruptions in our
systems.

      The loss of any of our key personnel, or our failure to attract and
retain other highly qualified personnel in the future, could result in an
inability to manage our growing operations. The loss of the services of one or
more of our key personnel could seriously disrupt our business. We depend on
the continued services and performance of our senior management and other key
personnel, particularly William J. Razzouk, Chief Executive Officer and
Chairman of the Board. Our future success also depends upon the continued
service of our executive officers and on our ability to attract and retain key
sales, marketing and support personnel, as well as pharmacists and software
developers. Competition for these individuals is intense, and we may not be
able to attract, assimilate or retain additional highly qualified personnel in
the future. Many of our senior management joined us within the last twelve
months, including Michael Beindorff our President and Chief Operating Officer,
and Steve Valenzuela, our Senior Vice President and Chief Financial Officer.
Our future success depends on the ability of these officers to effectively work
together with our original management team. Except for Mr. Razzouk, none of our
officers or key employees is bound by an employment agreement. Our
relationships with these officers and key employees are at will. We do not have
"key person" life insurance policies covering any of our employees.

      We may be unable to protect the intellectual property rights upon which
our business relies, which could harm our competitiveness and cause customer
confusion. We regard our copyrights, service marks, trademarks, trade dress,
trade secrets and similar intellectual property as critical to our success. We
rely on trademark and copyright law, trade secret protection and
confidentiality or license agreements with our employees, customers, partners
and others to protect our proprietary rights. These legal protections afford
only limited protection for our intellectual property and trade secrets. We
have filed applications for United States trademark registrations for, among
others, "PlanetRx.com." We may be unable to secure this registration. It is
also possible that our competitors or others will adopt service names similar
to ours, thereby impeding our ability to build brand identity and possibly
leading to customer confusion. In addition, there could be potential trade name
or trademark infringement claims brought by owners of other registered
trademarks or trademarks that incorporate variations of the term PlanetRx.com.
Any claims or customer confusion related to our trademark, or our failure to
obtain trademark registration, would negatively affect our business.

                                      14
Effective trademark, service mark, copyright and trade secret protection
may not be available in every country in which we will sell our products and
services online. Furthermore, the relationship between regulations governing
domain names and laws protecting trademarks and similar proprietary rights is
unclear. Therefore, we may be unable to prevent third parties from acquiring
domain names that are similar to, infringe upon or otherwise decrease the value
of our trademarks and other proprietary rights.

      Litigation may be necessary in the future to enforce our intellectual
property rights, to protect our trade secrets and domain names and to determine
the validity and scope of the proprietary rights of others. If third parties
prepare and file applications in the United States that claim trademarks used
or registered by us, we may oppose those applications and be required to
participate in proceedings before the United States Patent and Trademark Office
to determine priority of rights to the trademark, which could result in
substantial costs to us. Any litigation or adverse priority proceeding could
result in substantial costs and diversion of resources and could seriously harm
our business and operating results. Our means of protecting our proprietary
rights may not be adequate, and our competitors could independently develop
similar technology.

      We may not be able to acquire new domain names or maintain our existing
ones. Our strategy is dependent, in part, on our ability to use our satellite
websites and domain names to increase revenues. We believe that operating
satellite websites with names like "diabetes.com" that consumers can easily
locate and that provide useful information will attract consumers to these
websites and, by having links to the PlanetRx.com website, will increase
traffic and revenue opportunities. We currently hold the Internet domain name
"PlanetRx.com," as well as various other related names, including
arthritis.com, diabetes.com and cancer.com. Domain names generally are
regulated by Internet regulatory bodies. The regulation of domain names in the
U.S. and in foreign countries is subject to change. Regulatory bodies could
establish additional top-level domains, appoint additional domain name
registrars or modify the requirements for holding domain names, which could
result in the creation of domain names similar to ours. As a result, we may be
unable to acquire or maintain the "PlanetRx.com" domain name or our other
domain names in all of the countries in which we conduct business.

      The relationship between regulations governing domain names and laws
protecting trademarks and similar proprietary rights is unclear. Therefore, we
could be unable to prevent third parties from acquiring domain names that
infringe or otherwise decrease the value of our trademarks and other
proprietary rights.

      We may face costly product liability claims by consumers. The products we
carry, including prescription drugs, non-prescription drugs and dietary
supplements, are particularly susceptible to product liability claims. Any
claim of product liability by a consumer against us, regardless of merit, could
be costly financially and could divert the attention of our management. It
could also create negative publicity, which would harm our business. Although
we maintain product liability insurance, it may not be sufficient to cover a
claim if one is made.

      We may be found to infringe proprietary rights of others, which could
result in significant liabilities. Third parties may claim infringement by us
with respect to past, current or future proprietary rights. We expect that
participants in our markets will be increasingly subject to infringement claims
as the number of services and competitors in our industry segment grows. Any
infringement claim, whether meritorious or not, could be time-consuming, result
in costly litigation or require us to enter into royalty or licensing
agreements. These royalty or licensing agreements might not be available on
terms acceptable to us or at all.

      If we engage in any acquisitions, we will incur a variety of costs, and
the anticipated benefits of the acquisition may never be realized. If
appropriate opportunities present themselves, we may attempt to acquire
businesses, technologies, services or products that we believe are a strategic
fit with our business. We currently have no commitments or agreements with
respect to any material acquisitions and no material acquisition is currently
being pursued. If we do undertake any transaction of this sort, the process of
integrating an acquired business, technology,

                                      15
service or product may result in unforeseen operating difficulties and
expenditures and may absorb significant management attention that would
otherwise be available for ongoing development of our business. Moreover, the
anticipated benefits of any acquisition may fail to be realized. Future
acquisitions could result in potentially dilutive issuances of equity
securities, the incurrence of debt, contingent liabilities and/or amortization
expenses related to goodwill and other intangible assets, which could adversely
affect our business, results of operations and financial condition.

      In addition, recent proposed changes in the Financial Accounting
Standards Board rules for merger accounting may affect our ability to make
acquisitions or be acquired. For example, elimination of the "pooling" method
of accounting for mergers could increase the amount of goodwill that we would
be required to account for if we merge with another company, which would have
an adverse financial impact on our future operating results. Further,
accounting rule changes that reduce the availability of write-offs for in-
process research and development costs in connection with an acquisition could
result in the capitalization and amortization of these costs and negatively
impact results of operations in future periods.

      Year 2000 issues could affect our business. Even though the date is now
past January 1, 2000 and we have not experienced any immediate adverse impact
from the transition to the Year 2000, we cannot provide assurance that our
suppliers and customers have not been affected in a manner that is not yet
apparent. In addition, certain computer programs that were date sensitive to
the Year 2000 may not process the Year 2000 as a leap year and any negative
consequential effects may remain unknown.

      We are controlled by officers, directors and entities affiliated with
them. Based upon shares outstanding as of January 31, 2000, executive officers,
directors and entities affiliated with them will, in the aggregate,
beneficially own approximately 54.9% of our outstanding common stock. These
stockholders, if acting together, would be able to significantly influence all
matters requiring approval by our stockholders, including the election of
directors and the approval of mergers or other business combination
transactions.

      Antitakeover provisions applicable to us could preclude an acquisition,
even if an acquisition would be beneficial to our stockholders. Provisions of
our certificate of incorporation, bylaws and Delaware law could make it more
difficult for a third party to acquire us, even if doing so would be beneficial
to our stockholders.

      We depend on continued use of the Internet and growth of the online
drugstore market. Our future revenues and profits, if any, substantially depend
upon the widespread acceptance and use of the Internet as an effective medium
of business and communication by our target customers. Rapid growth in the use
of and interest in the Internet has occurred only recently. As a result,
acceptance and use may not continue to develop at historical rates, and a
sufficiently broad base of consumers may not adopt, and continue to use, the
Internet and other online services as a medium of commerce.

      In addition, the Internet may not be accepted as a viable long-term
commercial marketplace for a number of reasons, including potentially
inadequate development of the necessary network infrastructure or delayed
development of enabling technologies and performance improvements. Our success
will depend, in large part, upon third parties maintaining the Internet
infrastructure to provide a reliable network backbone with the speed, data
capacity, security and hardware necessary for reliable Internet access and
services.

      Further, the online market for drugstore products is in its infancy. The
market is significantly less developed than the online market for books,
auctions, music, software and numerous other consumer products. Even if use of
the Internet and electronic commerce continues to increase, the rate of growth,
if any, of the online drugstore market could be significantly less than the
online market for other products. Our rate of revenue growth could therefore be
significantly less than other online merchants.

                                      16
If we do not respond to rapid technological changes, our services could
become obsolete and our business would be seriously harmed. As the Internet and
online commerce industry evolve, we must license leading technologies useful in
our business, enhance our existing services, develop new services and
technology that address the increasingly sophisticated and varied needs of our
prospective customers and respond to technological advances and emerging
industry standards and practices on a cost-effective and timely basis. We may
not be able to successfully implement new technologies or adapt our Web store,
proprietary technology and transaction-processing systems to customer
requirements or emerging industry standards. If we are unable to do so, it
could adversely impact our ability to build the PlanetRx.com brand and attract
and retain customers.

Risks Related to Regulation of Internet Commerce

      If we are required to charge taxes on purchases, we may have to increase
prices, which could lead to a loss of sales, or could result in increased net
losses. We do not collect sales or other similar taxes in respect of goods sold
by PlanetRx.com, except from purchasers located in California, Tennessee and
Missouri. However, one or more additional states may seek to impose sales tax
collection obligations on out-of-state companies which engage in or facilitate
online commerce, and a number of proposals have been made at the state and
local level that would impose additional taxes on the sale of goods and
services through the Internet. These proposals, if adopted, could substantially
impair the growth of e-commerce, and could adversely affect our ability to
derive financial benefit from our commercial activities. Additionally, the
imposition of these taxes would force online retailers to manage a more complex
transaction processing system.

      Government regulation of the Internet and data transmission over the
Internet could affect our operations. Our customers regularly provide us with
confidential information, such as personal health information and credit card
numbers. Laws and regulations directly applicable to communications or commerce
over the Internet are becoming more prevalent. A recent session of the United
States Congress resulted in legislation governing children's privacy,
copyrights, taxation and the transmission of sexually explicit material. The
European Union recently enacted its own privacy regulations. Laws governing the
Internet, however, remain largely unsettled, even in areas where there has been
some legislative action. It may take years to determine whether and how
existing laws such as those governing intellectual property, privacy, libel and
taxation apply to the Internet. In addition, the growth and development of the
market for online commerce may prompt calls for more stringent consumer
protection laws, both in the United States and abroad, that may impose
additional burdens on companies conducting business online. The adoption or
modification of laws or regulations relating to the Internet could adversely
affect our business.

      We may face potential liability for invasion of privacy. We have a policy
against using personally identifiable information obtained from users of our
online personal service infrastructure without the user's permission. In the
past, the Federal Trade Commission has investigated companies that have used
personally identifiable information without permission or in violation of a
stated privacy policy. If we use this information without permission or in
violation of our policy, we may face potential liability for invasion of
privacy for compiling and providing information to our corporate customers and
strategic partners.

                                      17
USE OF PROCEEDS

     The Company will not receive any of the proceeds from the offering
hereunder. All expenses of registration incurred in connection with this
offering are being borne by the Company, but all selling and other expenses
incurred by the individual Registered Stockholders will be borne by such
Registered Stockholders.

                            REGISTERED STOCKHOLDERS

     The Reoffer Prospectus relates to shares of Common Stock which have been
acquired by certain key employees and donees who received shares from key
employees (the "Registered Stockholders") of the Company. Registered
Stockholders acquired shares of Common Stock to be offered hereunder pursuant
to the exercise of options granted under the 1998 Stock Plan or pursuant to
restricted stock purchase agreements entered into on September 15, 1998.

     The following table sets forth certain information with respect to the
Registered Stockholders as of March 15, 2000:
Number of
Registered                       Position with                                  Shares to be
Stockholder                      the Company                                   Offered Hereby
---------------------------------------------------------------------------------------------
Certain unnamed Individuals(1)                                                      3,048,128
Michael Bruner                   Founder                                            2,000,000
William J. Razzouk               Chief Executive Officer                            1,734,000
Stephanie Schear                 Senior Vice-President, Business Development        1,270,000
Matthew Naythons                 Vice-President, Editorial                            443,135
Shawn Becker                     Director, Business Development                       400,000
Randal Wong                      Senior engineer                                      400,000
Steve Valenzuela                 Senior Vice President, Chief Financial Officer       380,000
---------------------------------------------------------------------------------------------
(1) Includes key employees and family members who received shares in gift
    transactions from key employees, each of whom owns less than 1% of the
    outstanding Common Stock.

                             PLAN OF DISTRIBUTION

     The shares of Common Stock covered by this Reoffer Prospectus are being
registered by the Company for the account of the Registered Stockholders.

     The Selling Stockholder(s) may sell the shares in one or more transactions
(which may involve one or more block transactions) on the Nasdaq National
Market, in sales occurring in the public market off such system, in privately
negotiated transactions or in a combination of such transactions. Each such sale
may be made either at market prices prevailing at the time of such sale or at
negotiated prices. The Selling Stockholder(s) may sell some or all of the shares
in transactions involving broker-dealers, who may act as agent or acquire the
shares as principal. Any broker-dealer participating in such transactions as
agent may receive commissions from the Selling Stockholder(s) (and, if they act
as agent for the purchaser of such shares, from such purchaser). The Selling
Stockholder(s) will pay usual and customary brokerage fees. Broker-dealers may
agree with the Selling Stockholder(s) to sell a specified number of shares at a
stipulated price per share and, to the extent such a broker-dealer is unable to
do so acting as agent for the Selling Stockholder(s), to purchase as principals
any unsold shares at the price required to fulfill the respective broker-
dealer's commitment to the Selling Stockholder(s). Broker-dealers who acquire
shares as principals may thereafter resell such shares from time to time in
transactions (which may involve cross and block transactions and which may
involve sales to and through other broker-dealers, including transactions of the
nature described above) in the over-the-counter market, negotiated transactions
or otherwise, at

                                       18
market prices prevailing at the time of sale or at negotiated prices, and in
connection with such resales may pay to or receive from the purchasers of such
shares commissions.

     To the knowledge of the Company, there is currently no agreement with any
broker or dealer respecting the sale of the shares offered hereby. Upon the sale
of any such shares, the Selling Stockholder(s) or anyone effecting sales on
behalf of the Selling Stockholder(s) may be deemed an underwriter, as that term
is defined under the Securities Act of 1933, as amended. The Company will pay
all expenses of preparing and reproducing this Reoffer Prospectus, but will not
receive the proceeds from sales by the Registered Stockholders. Sales will be
made at prices prevailing at the time of such sales.

     The Company is bearing all costs relating to the registration of the
shares. Any commissions or other fees payable to broker-dealers in connection
with any sale of the shares will be borne by the Selling Stockholder(s) or other
party selling such shares. In order to comply with certain states' securities
laws, if applicable, the shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In certain states the shares may not
be sold unless the shares have been registered or qualified for sale in such
state, or unless an exemption form registration or qualification is available
and is obtained.

                      DOCUMENTS INCORPORATED BY REFERENCE

     PlanetRX.com hereby incorporates by reference into this Registration
Statement the following documents previously filed with the Commission:

(a)  PlanetRX.com's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, and

(b)  PlanetRX.com's Registration Statement No. 0-27437 on Form 8-A filed with
the SEC on September 23, 1999, together with all amendments thereto, pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended (the "1934 Act")
in which there is described the terms, rights and provisions applicable to the
Company's outstanding Common Stock.

                                INDEMNIFICATION

     PlanetRX.com has entered into indemnification agreements with each of its
directors and executive officers. The form of indemnification agreement provides
that PlanetRX.com will indemnify its directors and executive officers against
any and all of their expenses incurred by reason of their status as a director
or executive officer to the fullest extent permitted by Delaware law, its
certificate of incorporation and its bylaws.

     PlanetRX.com's certificate of incorporation and bylaws each contain
provisions relating to the limitation of liability and indemnification of its
directors and officers. PlanetRX.com's certificate of incorporation provides
that its directors will not be personally liable to PlanetRX.com or its
stockholders for monetary damages for any breach of fiduciary duty as a
director, except liability for:

     .    any breach of the director's duty of loyalty to PlanetRX.com or its
          stockholders;

     .    acts or omissions not in good faith or that involve intentional
          misconduct or a knowing violation of law;

     .    unlawful payments of dividends or unlawful stock repurchases or
          redemptions as provided in Section 174 of the Delaware General
          Corporation Law; or

     .    any transaction from which the director derived an improper personal
          benefit.

     PlanetRX.com's certificate of incorporation also provides that if the
Delaware General Corporation Law is amended after the approval by its
stockholders of its certificate of incorporation to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of its directors will be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law. The foregoing provisions of
PlanetRX.com's certificate of incorporation are not intended to limit the
liability of its directors or officers for any violation of applicable federal
securities laws.

                                       19
In addition, as permitted by Section 145 of the Delaware General
Corporation Law, PlanetRX.com's bylaws provide that:

     .    PlanetRX.com must indemnify its directors and officers to the fullest
          extent permitted by the Delaware General Corporation Law;

     .    PlanetRX.com may, in its discretion, indemnify other of its officers,
          employees and agents as provided by the Delaware General Corporation
          Law;

     .    to the fullest extent permitted by the Delaware General Corporation
          Law, PlanetRX.com is required to advance all expenses incurred by its
          directors and officers in connection with legal proceedings (subject
          to some exceptions);

     .    the rights conferred in the bylaws are not exclusive;

     .    PlanetRX.com is authorized to enter into indemnification agreements
          with its directors, officers, employees and agents; and

     .    PlanetRX.com may not retroactively amend its bylaw provisions relating
          to indemnification.

     PlanetRX.com's bylaws provide that it must indemnify our directors to the
fullest extent permitted by Delaware General Corporation Law, including in
circumstances in which indemnification is otherwise discretionary under Delaware
General Corporation Law.

                                       20
PART II

              Information Required in the Registration Statement

Item 3.   Incorporation of Documents by Reference
          ---------------------------------------

          PlanetRX.com, Inc. ("PlanetRX.com") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "SEC"):

(a)       PlanetRX.com's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999; and

(b)       The description of PlanetRX.com's outstanding Common Stock contained
in PlanetRX.com's Registration Statement No. 0-27437 on Form 8-A filed with the
SEC on September 23, 1999, under Section 12 of the 1934 Act, including any
amendment or report filed to update the description.

          All reports and definitive proxy or information statements filed under
Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall also be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.

Item 4.   Description of Securities
          -------------------------

          Not Applicable.

Item 5.   Interests of Named Experts and Counsel
          --------------------------------------

          Not Applicable.

Item 6.   Indemnification of Directors and Officers
          -----------------------------------------

          PlanetRX.com has entered into indemnification agreements with each of
its directors and executive officers. The form of indemnification agreement
provides that PlanetRX.com will indemnify its directors and executive officers
against any and all of their expenses incurred by reason of their status as a
director or executive officer to the fullest extent permitted by Delaware law,
its certificate of incorporation and its bylaws.

          PlanetRX.com's certificate of incorporation and bylaws each contain
provisions relating to the limitation of liability and indemnification of its
directors and officers. PlanetRX.com's certificate of incorporation provides
that its directors will not be personally liable to PlanetRX.com or its
stockholders for monetary damages for any breach of fiduciary duty as a
director, except liability for:

          .    any breach of the director's duty of loyalty to PlanetRX.com or
               its stockholders;

          .    acts or omissions not in good faith or that involve intentional
               misconduct or a knowing violation of law;

          .    unlawful payments of dividends or unlawful stock repurchases or
               redemptions as provided in Section 174 of the Delaware General
               Corporation Law; or

          .    any transaction from which the director derived an improper
               personal benefit.

          PlanetRX.com's certificate of incorporation also provides that if the
Delaware General Corporation Law is amended after the approval by its
stockholders of its certificate of incorporation to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of its directors will be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law. The foregoing provisions of
PlanetRX.com's certificate of incorporation are not intended to limit the
liability of its directors or officers for any violation of applicable federal
securities laws.

          In addition, as permitted by Section 145 of the Delaware General
Corporation Law, PlanetRX.com's bylaws provide that:

                                     II-1
.    PlanetRx.com must indemnify its directors and officers to the
               fullest extent permitted by the Delaware General Corporation Law;

          .    PlanetRx.com may, in its discretion, indemnify other of its
               officers, employees and agents as provided by the Delaware
               General Corporation Law;

          .    to the fullest extent permitted by the Delaware General
               Corporation Law, PlanetRx.com is required to advance all expenses
               incurred by its directors and officers in connection with legal
               proceedings (subject to some exceptions);

          .    the rights conferred in the bylaws are not exclusive;

          .    PlanetRx.com is authorized to enter into indemnification
               agreements with its directors, officers, employees and agents;
               and

          .    PlanetRx.com may not retroactively amend its bylaw provisions
               relating to indemnification.

          PlanetRx.com's bylaws provide that it must indemnify our directors to
the fullest extent permitted by Delaware General Corporation Law, including in
circumstances in which indemnification is otherwise discretionary under Delaware
General Corporation Law.

Item 7.   Exemption from Registration Claimed
          -----------------------------------

          On various dates beginning October 6, 1998 and ending October 4,
1999 PlanetRx.com issued to the Selling Stockholders stock options to purchase
shares of common stock at a per share exercise price ranging from $.025 to
$ 9.00 and the Selling Stockholders exercised the options to purchase 9,675,263
shares of common stock. On September 15, 1998, PlanetRx.com issued to certain
Selling Stockholders an aggregate of 3,936,666 shares of common stock at a per
share purchase price of $0.025. The sale and issuance of securities to the
Selling Stockholders was deemed to be exempt from registration under the
Securities Act of 1933 by virtue of Section 4(2) thereof or Rule 701.

Item 8.   Exhibits
          --------

Exhibit Number      Exhibit
--------------      -------
     4              Instrument Defining Rights of Stockholders. Reference is
                    made to PlanetRX.com's Registration Statement No. 0-27437 on
                    Form 8-A, which is incorporated herein by reference under
                    Item 3(b) of this Registration Statement.

     23.1           Consent of PricewaterhouseCoopers, LLP, Independent
                    Accountants.

     24             Power of Attorney. Reference is made to page II-4 of this
                    Registration Statement.

                                     II-2
Item 9.   Undertakings
          -------------

          A.   PlanetRX.com hereby undertakes:

               (1)  to file, during any period in which offers or sales are
                    being made, a post-effective amendment to this Registration
                    Statement

                    (i)   to include any prospectus required by Section 10(a)(3)
                          of the 1933 Act,

                    (ii)  to reflect in the prospectus any facts or events
                          arising after the effective date of this Registration
                          Statement (or the most recent post-effective amendment
                          thereof) which, individually or in the aggregate,
                          represent a fundamental change in the information set
                          forth in this Registration Statement and

                    (iii) to include any material information with respect to
                          the plan of distribution not previously disclosed in
                          this Registration Statement or any material change to
                          such information in this Registration Statement;
                          provided, however, that clauses (1)(i) and (1)(ii)
                          shall not apply if the information required to be
                          included in a post-effective amendment by those
                          paragraphs is contained in periodic reports filed with
                          or furnished to the SEC by PlanetRX.com under Section
                          13 or Section 15(d) of the 1934 Act that are
                          incorporated by reference in this Registration
                          Statement;

               (2)  that for the purpose of determining any liability under the
               1933 Act each such post-effective amendment shall be deemed to be
               a new registration statement relating to the securities offered
               therein and the offering of such securities at that time shall be
               deemed to be the initial bona fide offering thereof and

               (3)  to remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the PlanetRX.com, Inc. 1999 Equity
               Incentive Plan.

          B.   PlanetRX.com hereby undertakes that, for purposes of determining
any liability under the 1933 Act, each filing of PlanetRX.com's annual report
under Section 13(a) or Section 15(d) of the 1934 Act that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          C.   Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers or controlling persons of
PlanetRX.com under the indemnification provisions summarized in Item 6 or
otherwise, PlanetRX.com has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by PlanetRX.com of expenses incurred or
paid by a director, officer or controlling person of PlanetRX.com in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, PlanetRX.com will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
SIGNATURES

     The Securities Act of 1933, as amended, requires that PlanetRx.com
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has had this Registration Statement
signed on its behalf by the undersigned, who is duly authorized, in the City of
South San Francisco, State of California on this March 23, 2000

                                        PLANETRX.COM, INC.

                                        By:  /s/ William J. Razzouk
                                             -----------------------------------
                                             William J. Razzouk
                                             Chairman and Chief Executive
                                             Officer

                               POWER OF ATTORNEY
                               -----------------

KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of PlanetRx.com, Inc., a
Delaware corporation, do hereby constitute and appoint William J. Razzouk and
Steve Valenzuela, and either of them, the lawful attorneys-in-fact and agents
with full power and authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and either one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or either one of them, shall do or cause to
be done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature                                                         Title                                       Date
---------                                                         -----                                       ----
/s/        William J. Razzouk                          Chairman and Chief Executive Officer                   March 23, 2000
-----------------------------------------              (Principal Executive Officer)
           William J. Razzouk

/s/         Steve Valenzuela                          Senior Vice-President, Finance, Chief Financial
-----------------------------------------             Officer and Secretary                                   March 23, 2000
            Steve Valenzuela                           (Principal Financial and Accounting Officer)
/s/           David Beirne                                  Director                                       March 23, 2000
-----------------------------------------
              David Beirne

                                                            Director                                       March    , 2000
-----------------------------------------
            Terrence C. Burke

/s/       Christos M. Cotsakos                              Director                                       March 23, 2000
-----------------------------------------
          Christos M. Cotsakos

/s/          Michael Moritz                                 Director                                       March 23, 2000
-----------------------------------------
             Michael Moritz

                                                            Director                                       March    , 2000
-----------------------------------------
               Barret Toan
EXHIBIT INDEX
Sequentially
Exhibit Number        Exhibit                                                                               Numbered Page
--------------        -------                                                                               -------------
4               Instrument Defining Rights of Stockholders.  Reference is made to
                      PlanetRX.com's Registration Statement No. 0-27437 on Form 8-A, which is
                      incorporated herein by reference under Item 3(b) of this Registration
                      Statement.
   23.1               Consent of PricewaterhouseCoopers LLP, Independent Accountants.

   24                 Power of Attorney.  Reference is made to page II-4 of this Registration
                      Statement.