<PAGE>

        As filed with the Securities and Exchange Commission on October 14, 1999
                                                           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)
<TABLE>
<S>                                         <C>                             <C>
       Delaware                                        5912                  94-3227733
       (State or other jurisdiction         (Primary Standard Industrial    (IRS Employer
       of incorporation or organization)    Classification Code Number)     Identification No.)
</TABLE>
                       349 Oyster Point Blvd., Suite 201
                         South San Francisco, CA 94080
              (Address of principal executive offices) (Zip Code)
                              ___________________


                       PLANETRX.COM, INC. 1998 STOCK PLAN
                 PLANETRX.COM, INC. 1999 EQUITY INCENTIVE PLAN
               PLANETRX.COM, INC. 1999 DIRECTOR STOCK OPTION PLAN
                PLANETRX.COM, INC. EMPLOYEE STOCK PURCHASE PLAN
                  YOURPHARMACY.COM INC. 1999 STOCK OPTION PLAN
                           (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
           to be                          to be                   Price                    Offering                 Amount of
         Registered                     Registered (1)          per Share (2)               Price (2)             Registration Fee
-------------------------------------  -----------------    ----------------------    ----------------------     ------------------
<S>                                    <C>                  <C>                       <C>                        <C>
PlanetRX.com, Inc.
-------------------------------------
1999 Equity Incentive Plan
-------------------------------------
  Options                                 9,544,045 (3)            N/A                  N/A                        N/A
  Common Stock (par value $0.0001)        9,544,045 (3)          $16.00               $152,704,720               $42,452

PlanetRX.com, Inc.
-------------------------------------
1999 Director Stock Option Plan
-------------------------------------
  Options                                   400,000                N/A                  N/A                        N/A
  Common Stock (par value $0.0001)          400,000              $16.00               $  6,400,000               $ 1,780

PlanetRX.com, Inc.
-------------------------------------
Employee Stock Purchase Plan
-------------------------------------
  Rights to Purchase                      1,000,000                N/A                  N/A                        N/A
  Common Stock (par value $0.0001)        1,000,000              $16.00               $ 16,000,000               $ 4,448

YourPharmacy.com, Inc.
-------------------------------------
1999 Stock Option Plan
-------------------------------------
  Options                                 1,940,000                N/A                  N/A                        N/A
  Common Stock (par value $0.0001)        1,940,000              $16.00               $ 31,040,000               $ 8,630

Shares Acquired under 1998 Stock Plan
-------------------------------------
  Common Stock (par value $0.0001)           48,150              $16.00               $    770,400               $   215
</TABLE>

(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the PlanetRX.com, Inc. 1998 Stock
     Plan, the PlanetRX.com, Inc. 1999 Equity Incentive Plan, the PlanetRX.com,
     Inc. 1999 Director Stock Option Plan, the PlanetRX.com, Inc. Employee Stock
     Purchase Plan, the YourPharmacy.com, Inc. 1999 Stock Option Plan, and
     shares acquired under the 1998 Stock Plan 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 the fair market value
     per share of Common Stock of PlanetRX.com, Inc. on October 6, 1999.

(3)  Includes 3,544,045 shares subject to outstanding options under the
     PlanetRX.com, Inc. 1998 Stock Plan which have been incorporated into the
     1999 Equity Incentive Plan; such shares shall become issuable under the
     1999 Equity Incentive Plan to the extent not issued pursuant to options
     granted under the 1998 Stock Plan.

                                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 48,150
shares of common stock acquired by Selling Stockholders under the 1998 Stock
Plan.
<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>

                                    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 prospectus filed with the SEC under Rule 424(b) under
the Securities Act of 1933, as amended (the "1933 Act"), in connection with
Registration Statement No. 333-82485 on Form S-1 filed with the SEC on July 8,
1999, together with any and all amendments thereto, in which there is set forth
audited financial statements for the Company's fiscal years ended December 31,
1997 and December 31, 1998 and for each of the three years in the period ended
December 31, 1998 and the financial statements of YourPharmacy.com, Inc. as of
December 31, 1998 and for the period from February 2, 1998 (inception) through
December 31, 1998; 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

                                      II-1
<PAGE>

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:

          .    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 August 17, 1999 and ending September 29,
1999, PlanetRX.com issued to the Selling Stockholders stock options to purchase
shares of common stock at a per share exercise price of $5.50 and the Selling
Stockholders exercised the options to purchase 48,150 shares of common stock.
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.

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.
   5                Opinion and consent of Gunderson Dettmer Stough Villeneuve
                    Franklin & Hachigian LLP.
23.1                Consent of PricewaterhouseCoopers, LLP, Independent
                    Accountants.
23.2                Consent of PricewaterhouseCoopers, LLP, Independent
                    Accountants.
23.3                Consent of Gunderson Dettmer Stough Villeneuve Franklin &
                    Hachigian LLP is contained in Exhibit 5.
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. 1998 Stock
               Plan, the PlanetRX.com, Inc. 1999 Equity Incentive Plan, the
               PlanetRX.com, Inc. Employee Stock Purchase Plan, and the
               YourPharmacy.com, Inc. 1999 Stock Option 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.

                                      II-3
<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 13th day of October, 1999.


                                      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           October 13, 1999
----------------------------------    (Principal Executive Officer)
       William J. Razzouk

      /s/ Steve Valenzuela            Vice-President, Finance, Chief Financial       October 13, 1999
----------------------------------    Officer and Secretary
        Steve Valenzuela              (Principal Financial and Accounting Officer)
</TABLE>

                                      II-4
<PAGE>

REOFFER PROSPECTUS


<TABLE>
<S>                                   <C>                                            <C>
        /s/ David Beirne              Director                                       October 13, 1999
----------------------------------
          David Beirne

      /s/ Terrence C. Burke           Director                                       October 13, 1999
----------------------------------
        Terrence C. Burke

    /s/ Christos M. Cotsakos          Director                                       October 13, 1999
----------------------------------
      Christos M. Cotsakos

       /s/ Michael Moritz             Director                                       October 13, 1999
----------------------------------
         Michael Moritz
</TABLE>

                                      II-5
<PAGE>

REOFFER PROSPECTUS


                            Shares of Common Stock
                              PlanetRX.com, Inc.

     This Reoffer Prospectus relates to 48,150 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 who may
sell up to 1,000 shares each pursuant to this Registration Statement (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.

     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 October 14, 1999.
<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

<TABLE>
<CAPTION>
                                                                           Page
<S>                                                                        <C>
THE COMPANY............................................................       3

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

USE OF PROCEEDS........................................................      19

REGISTERED STOCKHOLDERS................................................      19

PLAN OF DISTRIBUTION...................................................      20

DOCUMENTS INCORPORATED BY REFERENCE....................................      20

INDEMNIFICATION........................................................      21
</TABLE>

                                       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. Upon the completion of the initial public
offering, we acquired the e-commerce operations of Express Scripts'
YourPharmacy.com and became the online pharmacy for Express Scripts, one of the
three largest pharmacy benefit managers in the U.S. with over 36 million covered
lives. Under the terms of our agreement, Express Scripts will actively promote
us to its members, who have the ability to use their insurance reimbursement
plans to order prescriptions online at PlanetRx.com for a minimal co-payment.

    As individuals increasingly turn to the Internet to address their
healthcare needs, we believe that up-to-date information in an easy-to-
understand format is essential in making healthcare decisions. We provide in-
depth information on symptoms, treatments and alternative care for over 100
disease categories, enabling consumers to find answers to their critical
healthcare questions.

    In addition, we own and operate a network of satellite websites that
provide both content and an extended community where people interested in
chronic health conditions can interact. These websites include diabetes.com,
depression.com, obesity.com and alzheimers.com. The satellite websites have the
same look and feel as our PlanetRx.com website.

                            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
Drugstores and Information Resources,

                                       3
<PAGE>

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.

                    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 27,000 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;

  . 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 strategy is to attract new customers, develop customer loyalty and
promote repeat purchases by:

  . continuing to build our brand;

  . continuing to build premier content and community websites to enhance
    commerce and other revenue opportunities;

  . maintaining an independent distribution center and pharmacy to retain
    strict control over logistics and to provide excellent customer service;

  . utilizing technology to improve the customer shopping experience;

  . continuing to expand our product offerings; and

  . developing strategic relationships, such as our pharmacy benefit manager
    relationship with Express Scripts, to increase traffic to our store and
    further e-commerce opportunities.

                           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 $20.1 million for the six-month period ended June 30, 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.

    Immediately prior to the closing of the initial public offering, we will
effect a corporate reorganization under which the current PlanetRx.com, Inc.
will become a wholly owned subsidiary of a newly-formed holding company. Our
current stockholders will become stockholders of the holding company with the
exact same rights and obligations they had prior to the reorganization. Upon
completion of the reorganization, the holding company's corporate name will be
changed to "PlanetRx.com, Inc." and the current PlanetRx.com, Inc. will become
"PlanetRx.com Operating Co., Inc."

                                       4
<PAGE>

                                  RISK FACTORS

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
$20.1 million for the six-month period ended June 30, 1999. As of June 30,
1999, we had an accumulated deficit of $25.4 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.

                                       5
<PAGE>

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 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;

                                       6
<PAGE>

  . the mix of products sold by us;

  . 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. Additionally, the inclusion of
prescription drugs in Medicare coverage, as is being considered in legislation
before the U.S. Congress, could harm our business. If Medicare is expanded to
provide government reimbursement for any prescription drugs that we sell, and
we are not allowed to participate as a provider under Medicare, we could lose
these sales. 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 August 1999, we entered into 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
$14,650,000 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

                                       7
<PAGE>

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' 19.9% ownership of our common stock post initial
public offering, it will be able to influence all matters requiring approval by
our stockholders, including the approval of mergers or other business
combinations.

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. Although we
currently have contracts with a limited number of insurance companies and
pharmacy benefit managers, most of these contracts are short-term and may be
terminated with less than 30 days' prior notice. Additionally, we do not
currently have contracts with any of the four largest pharmacy benefit
managers, which represent a significant portion of the reimbursed payments for
prescription drugs.

    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.

                                       8
<PAGE>

    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 recently entered into a relationship that gives them access
to a major 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 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 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.

                                       9
<PAGE>

    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 telephone service and inserts

                                       10
<PAGE>

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 Exodus

                                       11
<PAGE>

Communications to maintain our servers, and 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 our employees
increased from three on June 30, 1998 to 154 on June 30, 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

                                       12
<PAGE>

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 of the initial public offering will
be sufficient to fund our operations for the next twelve months, but we cannot
assure you that we will be able to 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.

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.

                                      13
<PAGE>

Our facilities, systems and operations are vulnerable to natural disasters and
other unexpected problems

    Fire, flood, power loss, telecommunica-tions 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 ourgrowing 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 Mr. Razzouk, Steve Valenzuela, our
Chief Financial Officer, and Michael Beindorff, our Executive Vice-President and
Chief Operating 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.

    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

                                      14
<PAGE>

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, 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

                                       15
<PAGE>

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

    Many currently installed computer systems and software products are unable
to distinguish between twentieth century dates and twenty-first century dates.
As a result, many companies' software and computer systems may need to be
upgraded or replaced to comply with these year 2000 requirements. Our business
is dependent on the operation of numerous systems that could potentially be
impacted by year 2000 related problems. If our suppliers' systems, or third-
party software that we rely on, are not year 2000 compliant, or if our efforts
to make our systems year 2000 compliant are not successful, then our critical
systems will fail and our business will be harmed.

We are controlled by officers, directors and entities affiliated with them

    Based upon shares outstanding as of September 3, 1999, executive officers,
directors and entities affiliated with them will, in the aggregate, beneficially
own approximately 35.2% of our outstanding common stock following the completion
of the initial public offering. 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.

                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 and Tennessee.
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

                                      16
<PAGE>

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.

                        Risks Related to this Offering

Our stock price may be volatile which could result in losses for investors

    The market price for our common stock is likely to be highly volatile,
particularly as the market for Internet-related stocks has experienced extreme
price and volume fluctuations in recent months. We expect our stock price to be
subject to wide fluctuations as a result of a variety of factors, including
factors beyond our control. These include:

  . actual or anticipated variations in our quarterly operating results;

  . announcements of technological innovations or new products or services
    by us or our competitors;

  . publicity about our company, our products and services, our competitors,
    or e-commerce in general;

  . changes in our financial estimates by securities analysts;

  . conditions or trends in the Internet and online commerce industries;

  . changes in the economic performance and/or market valuations of other
    Internet, online commerce or retail companies;

  . announcements by us or our competitors of significant acquisitions,
    strategic partnerships, joint ventures or capital commitments;

  . additions or departures of key personnel;

  . release of lock-up or other transfer restrictions on our outstanding
    shares of common stock or sales of additional shares of common stock;
    and

  . potential litigation.

    Because of this volatility, it is likely that we will fail to meet the
expectations of our stockholders or of securities analysts at some time in the
future, and our stock price may decline as a result.

Future sales of shares could affect our stock price

    If our stockholders sell substantial amounts of our common stock in the
public market following the initial public offering, the market price of our
common stock could fall. These sales also might make it more difficult for us to
sell equity or equity-related securities in the future at a time and price that
we deem appropriate. Based on shares outstanding as of September 3, 1999, upon
completion of the initial public offering, we have outstanding 51,020,009 shares
of common stock, assuming no exercise of the underwriters' over-allotment
option. Other than the shares of common stock sold in the initial public
offering, 19,500 shares were eligible for sale in the public market immediately.
Substantially all of our stockholders, including Express Scripts, will be
subject to agreements with the underwriters or us that restrict their ability to
transfer their stock for 180 days from the date of the initial public offering.
After these agreements expire, an additional 21,471,488 shares will be eligible
for sale in the public market assuming no exercise of options.

                                      17
<PAGE>

We do not intend to pay any dividends

    We have never declared or paid any cash dividends on our capital stock. We
currently intend to retain any future earnings for funding growth and,
therefore, do not expect to pay any dividends in the foreseeable future.

                                      18
<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 (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.

     The following table sets forth certain information with respect to the
Registered Stockholders as of October 13, 1999:

<TABLE>
<CAPTION>
                      Registered                                   Number of Shares to be
                      Stockholder                                     Offered  Hereby
---------------------------------------------------------------  -------------------------
<S>                                                              <C>
Ryan, Kimberly                                                           5,000
Baker, Kenneth                                                           2,000
Brock, Katherine E.                                                      1,400
Hernandez, Yesenia                                                       1,000
Kim, Sunshill                                                            1,250
Nguyen, Tu                                                               2,500
Beindorff, Michael                                                      25,000
O'Brien, Michael                                                        10,000

Certain unnamed non-affiliates of the Company (1)                            0

--------------------------------------------------------------------------------
</TABLE>

(1) Each unnamed non-affiliate may use this reoffer prospectus to sell up to
1,000 shares of Common Stock.

                                       19
<PAGE>

                             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 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 prospectus filed with the SEC under Rule 424(b) under the
Securities Act of 1933, as amended (the "1933 Act"), in connection with
Registration Statement No. 333-82485 on Form S-1 filed with the SEC on July 8,
1999, together with any and all amendments thereto, in which there is set forth
audited financial statements for the Company's fiscal years ended December 31,
1997 and December 31, 1998 and for each of the three years in the period ended
December 31, 1998 and the financial statements of YourPharmacy.com, Inc. as of
December 31, 1998 and for the period from February 2, 1998 (inception) through
December 31, 1998; 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.

                                       20
<PAGE>

                                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.

     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.

                                       21
<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>                                                                                          Sequentially
Exhibit Number        Exhibit                                                                      Numbered Page
--------------        -------                                                                      -------------
<S>                   <C>                                                                          <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.
      5               Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin &
                      Hachigian LLP.
     23.1             Consent of PricewaterhouseCoopers LLP, Independent Accountants.
     23.2             Consent of PricewaterhouseCoopers LLP, Independent Accountants.
     23.3             Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian LLP
                      is contained in Exhibit 5.
      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": 98894}]
{"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": "333-89047", "film-number": "99728518"}, "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 October 14, 1999
                                                           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 jurisdiction         (Primary Standard Industrial    (IRS Employer
       of incorporation or organization)    Classification Code 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
                 PLANETRX.COM, INC. 1999 EQUITY INCENTIVE PLAN
               PLANETRX.COM, INC. 1999 DIRECTOR STOCK OPTION PLAN
                PLANETRX.COM, INC. EMPLOYEE STOCK PURCHASE PLAN
                  YOURPHARMACY.COM INC. 1999 STOCK OPTION PLAN
                           (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
           to be                          to be                   Price                    Offering                 Amount of
         Registered                     Registered (1)          per Share (2)               Price (2)             Registration Fee
-------------------------------------  -----------------    ----------------------    ----------------------     ------------------
PlanetRX.com, Inc.
-------------------------------------
1999 Equity Incentive Plan
-------------------------------------
  Options                                 9,544,045 (3)            N/A                  N/A                        N/A
  Common Stock (par value $0.0001)        9,544,045 (3)          $16.00               $152,704,720               $42,452

PlanetRX.com, Inc.
-------------------------------------
1999 Director Stock Option Plan
-------------------------------------
  Options                                   400,000                N/A                  N/A                        N/A
  Common Stock (par value $0.0001)          400,000              $16.00               $  6,400,000               $ 1,780

PlanetRX.com, Inc.
-------------------------------------
Employee Stock Purchase Plan
-------------------------------------
  Rights to Purchase                      1,000,000                N/A                  N/A                        N/A
  Common Stock (par value $0.0001)        1,000,000              $16.00               $ 16,000,000               $ 4,448

YourPharmacy.com, Inc.
-------------------------------------
1999 Stock Option Plan
-------------------------------------
  Options                                 1,940,000                N/A                  N/A                        N/A
  Common Stock (par value $0.0001)        1,940,000              $16.00               $ 31,040,000               $ 8,630

Shares Acquired under 1998 Stock Plan
-------------------------------------
  Common Stock (par value $0.0001)           48,150              $16.00               $    770,400               $   215
(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the PlanetRX.com, Inc. 1998 Stock
     Plan, the PlanetRX.com, Inc. 1999 Equity Incentive Plan, the PlanetRX.com,
     Inc. 1999 Director Stock Option Plan, the PlanetRX.com, Inc. Employee Stock
     Purchase Plan, the YourPharmacy.com, Inc. 1999 Stock Option Plan, and
     shares acquired under the 1998 Stock Plan 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 the fair market value
     per share of Common Stock of PlanetRX.com, Inc. on October 6, 1999.

(3)  Includes 3,544,045 shares subject to outstanding options under the
     PlanetRX.com, Inc. 1998 Stock Plan which have been incorporated into the
     1999 Equity Incentive Plan; such shares shall become issuable under the
     1999 Equity Incentive Plan to the extent not issued pursuant to options
     granted under the 1998 Stock Plan.

                                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 48,150
shares of common stock acquired by Selling Stockholders under the 1998 Stock
Plan.
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
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 prospectus filed with the SEC under Rule 424(b) under
the Securities Act of 1933, as amended (the "1933 Act"), in connection with
Registration Statement No. 333-82485 on Form S-1 filed with the SEC on July 8,
1999, together with any and all amendments thereto, in which there is set forth
audited financial statements for the Company's fiscal years ended December 31,
1997 and December 31, 1998 and for each of the three years in the period ended
December 31, 1998 and the financial statements of YourPharmacy.com, Inc. as of
December 31, 1998 and for the period from February 2, 1998 (inception) through
December 31, 1998; 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

                                      II-1
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:

          .    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 August 17, 1999 and ending September 29,
1999, PlanetRX.com issued to the Selling Stockholders stock options to purchase
shares of common stock at a per share exercise price of $5.50 and the Selling
Stockholders exercised the options to purchase 48,150 shares of common stock.
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.

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.
   5                Opinion and consent of Gunderson Dettmer Stough Villeneuve
                    Franklin & Hachigian LLP.
23.1                Consent of PricewaterhouseCoopers, LLP, Independent
                    Accountants.
23.2                Consent of PricewaterhouseCoopers, LLP, Independent
                    Accountants.
23.3                Consent of Gunderson Dettmer Stough Villeneuve Franklin &
                    Hachigian LLP is contained in Exhibit 5.
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. 1998 Stock
               Plan, the PlanetRX.com, Inc. 1999 Equity Incentive Plan, the
               PlanetRX.com, Inc. Employee Stock Purchase Plan, and the
               YourPharmacy.com, Inc. 1999 Stock Option 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.

                                      II-3
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 13th day of October, 1999.

                                      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           October 13, 1999
----------------------------------    (Principal Executive Officer)
       William J. Razzouk

      /s/ Steve Valenzuela            Vice-President, Finance, Chief Financial       October 13, 1999
----------------------------------    Officer and Secretary
        Steve Valenzuela              (Principal Financial and Accounting Officer)
II-4
REOFFER PROSPECTUS
/s/ David Beirne              Director                                       October 13, 1999
----------------------------------
          David Beirne

      /s/ Terrence C. Burke           Director                                       October 13, 1999
----------------------------------
        Terrence C. Burke

    /s/ Christos M. Cotsakos          Director                                       October 13, 1999
----------------------------------
      Christos M. Cotsakos

       /s/ Michael Moritz             Director                                       October 13, 1999
----------------------------------
         Michael Moritz
II-5
REOFFER PROSPECTUS

                            Shares of Common Stock
                              PlanetRX.com, Inc.

     This Reoffer Prospectus relates to 48,150 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 who may
sell up to 1,000 shares each pursuant to this Registration Statement (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.

     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 October 14, 1999.
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........................................................      19

REGISTERED STOCKHOLDERS................................................      19

PLAN OF DISTRIBUTION...................................................      20

DOCUMENTS INCORPORATED BY REFERENCE....................................      20

INDEMNIFICATION........................................................      21
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. Upon the completion of the initial public
offering, we acquired the e-commerce operations of Express Scripts'
YourPharmacy.com and became the online pharmacy for Express Scripts, one of the
three largest pharmacy benefit managers in the U.S. with over 36 million covered
lives. Under the terms of our agreement, Express Scripts will actively promote
us to its members, who have the ability to use their insurance reimbursement
plans to order prescriptions online at PlanetRx.com for a minimal co-payment.

    As individuals increasingly turn to the Internet to address their
healthcare needs, we believe that up-to-date information in an easy-to-
understand format is essential in making healthcare decisions. We provide in-
depth information on symptoms, treatments and alternative care for over 100
disease categories, enabling consumers to find answers to their critical
healthcare questions.

    In addition, we own and operate a network of satellite websites that
provide both content and an extended community where people interested in
chronic health conditions can interact. These websites include diabetes.com,
depression.com, obesity.com and alzheimers.com. The satellite websites have the
same look and feel as our PlanetRx.com website.

                            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
Drugstores and Information Resources,

                                       3
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.

                    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 27,000 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;

  . 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 strategy is to attract new customers, develop customer loyalty and
promote repeat purchases by:

  . continuing to build our brand;

  . continuing to build premier content and community websites to enhance
    commerce and other revenue opportunities;

  . maintaining an independent distribution center and pharmacy to retain
    strict control over logistics and to provide excellent customer service;

  . utilizing technology to improve the customer shopping experience;

  . continuing to expand our product offerings; and

  . developing strategic relationships, such as our pharmacy benefit manager
    relationship with Express Scripts, to increase traffic to our store and
    further e-commerce opportunities.

                           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 $20.1 million for the six-month period ended June 30, 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.

    Immediately prior to the closing of the initial public offering, we will
effect a corporate reorganization under which the current PlanetRx.com, Inc.
will become a wholly owned subsidiary of a newly-formed holding company. Our
current stockholders will become stockholders of the holding company with the
exact same rights and obligations they had prior to the reorganization. Upon
completion of the reorganization, the holding company's corporate name will be
changed to "PlanetRx.com, Inc." and the current PlanetRx.com, Inc. will become
"PlanetRx.com Operating Co., Inc."

                                       4
RISK FACTORS

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
$20.1 million for the six-month period ended June 30, 1999. As of June 30,
1999, we had an accumulated deficit of $25.4 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.

                                       5
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 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;

                                       6
. the mix of products sold by us;

  . 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. Additionally, the inclusion of
prescription drugs in Medicare coverage, as is being considered in legislation
before the U.S. Congress, could harm our business. If Medicare is expanded to
provide government reimbursement for any prescription drugs that we sell, and
we are not allowed to participate as a provider under Medicare, we could lose
these sales. 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 August 1999, we entered into 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
$14,650,000 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

                                       7
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' 19.9% ownership of our common stock post initial
public offering, it will be able to influence all matters requiring approval by
our stockholders, including the approval of mergers or other business
combinations.

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. Although we
currently have contracts with a limited number of insurance companies and
pharmacy benefit managers, most of these contracts are short-term and may be
terminated with less than 30 days' prior notice. Additionally, we do not
currently have contracts with any of the four largest pharmacy benefit
managers, which represent a significant portion of the reimbursed payments for
prescription drugs.

    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.

                                       8
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 recently entered into a relationship that gives them access
to a major 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 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 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.

                                       9
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 telephone service and inserts

                                       10
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 Exodus

                                       11
Communications to maintain our servers, and 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 our employees
increased from three on June 30, 1998 to 154 on June 30, 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

                                       12
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 of the initial public offering will
be sufficient to fund our operations for the next twelve months, but we cannot
assure you that we will be able to 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.

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.

                                      13
Our facilities, systems and operations are vulnerable to natural disasters and
other unexpected problems

    Fire, flood, power loss, telecommunica-tions 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 ourgrowing 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 Mr. Razzouk, Steve Valenzuela, our
Chief Financial Officer, and Michael Beindorff, our Executive Vice-President and
Chief Operating 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.

    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

                                      14
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, 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

                                       15
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

    Many currently installed computer systems and software products are unable
to distinguish between twentieth century dates and twenty-first century dates.
As a result, many companies' software and computer systems may need to be
upgraded or replaced to comply with these year 2000 requirements. Our business
is dependent on the operation of numerous systems that could potentially be
impacted by year 2000 related problems. If our suppliers' systems, or third-
party software that we rely on, are not year 2000 compliant, or if our efforts
to make our systems year 2000 compliant are not successful, then our critical
systems will fail and our business will be harmed.

We are controlled by officers, directors and entities affiliated with them

    Based upon shares outstanding as of September 3, 1999, executive officers,
directors and entities affiliated with them will, in the aggregate, beneficially
own approximately 35.2% of our outstanding common stock following the completion
of the initial public offering. 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.

                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 and Tennessee.
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

                                      16
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.

                        Risks Related to this Offering

Our stock price may be volatile which could result in losses for investors

    The market price for our common stock is likely to be highly volatile,
particularly as the market for Internet-related stocks has experienced extreme
price and volume fluctuations in recent months. We expect our stock price to be
subject to wide fluctuations as a result of a variety of factors, including
factors beyond our control. These include:

  . actual or anticipated variations in our quarterly operating results;

  . announcements of technological innovations or new products or services
    by us or our competitors;

  . publicity about our company, our products and services, our competitors,
    or e-commerce in general;

  . changes in our financial estimates by securities analysts;

  . conditions or trends in the Internet and online commerce industries;

  . changes in the economic performance and/or market valuations of other
    Internet, online commerce or retail companies;

  . announcements by us or our competitors of significant acquisitions,
    strategic partnerships, joint ventures or capital commitments;

  . additions or departures of key personnel;

  . release of lock-up or other transfer restrictions on our outstanding
    shares of common stock or sales of additional shares of common stock;
    and

  . potential litigation.

    Because of this volatility, it is likely that we will fail to meet the
expectations of our stockholders or of securities analysts at some time in the
future, and our stock price may decline as a result.

Future sales of shares could affect our stock price

    If our stockholders sell substantial amounts of our common stock in the
public market following the initial public offering, the market price of our
common stock could fall. These sales also might make it more difficult for us to
sell equity or equity-related securities in the future at a time and price that
we deem appropriate. Based on shares outstanding as of September 3, 1999, upon
completion of the initial public offering, we have outstanding 51,020,009 shares
of common stock, assuming no exercise of the underwriters' over-allotment
option. Other than the shares of common stock sold in the initial public
offering, 19,500 shares were eligible for sale in the public market immediately.
Substantially all of our stockholders, including Express Scripts, will be
subject to agreements with the underwriters or us that restrict their ability to
transfer their stock for 180 days from the date of the initial public offering.
After these agreements expire, an additional 21,471,488 shares will be eligible
for sale in the public market assuming no exercise of options.

                                      17
We do not intend to pay any dividends

    We have never declared or paid any cash dividends on our capital stock. We
currently intend to retain any future earnings for funding growth and,
therefore, do not expect to pay any dividends in the foreseeable future.

                                      18
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 (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.

     The following table sets forth certain information with respect to the
Registered Stockholders as of October 13, 1999:
Registered                                   Number of Shares to be
                      Stockholder                                     Offered  Hereby
---------------------------------------------------------------  -------------------------
Ryan, Kimberly                                                           5,000
Baker, Kenneth                                                           2,000
Brock, Katherine E.                                                      1,400
Hernandez, Yesenia                                                       1,000
Kim, Sunshill                                                            1,250
Nguyen, Tu                                                               2,500
Beindorff, Michael                                                      25,000
O'Brien, Michael                                                        10,000

Certain unnamed non-affiliates of the Company (1)                            0

--------------------------------------------------------------------------------
(1) Each unnamed non-affiliate may use this reoffer prospectus to sell up to
1,000 shares of Common Stock.

                                       19
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 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 prospectus filed with the SEC under Rule 424(b) under the
Securities Act of 1933, as amended (the "1933 Act"), in connection with
Registration Statement No. 333-82485 on Form S-1 filed with the SEC on July 8,
1999, together with any and all amendments thereto, in which there is set forth
audited financial statements for the Company's fiscal years ended December 31,
1997 and December 31, 1998 and for each of the three years in the period ended
December 31, 1998 and the financial statements of YourPharmacy.com, Inc. as of
December 31, 1998 and for the period from February 2, 1998 (inception) through
December 31, 1998; 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.

                                       20
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.

     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.

                                       21
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.
      5               Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin &
                      Hachigian LLP.
     23.1             Consent of PricewaterhouseCoopers LLP, Independent Accountants.
     23.2             Consent of PricewaterhouseCoopers LLP, Independent Accountants.
     23.3             Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian LLP
                      is contained in Exhibit 5.
      24              Power of Attorney.  Reference is made to page II-4 of this Registration
                      Statement.