As filed with the Securities and Exchange Commission on March 2, 2000.

Registration No. 333-93533

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Amendment

No. 5 to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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(Exact name of registrant as specified in its charter)

Delaware 7379 11-3239091

(State or other jurisdiction of (Primary standard industrial (I.R.S. employer

incorporation or organization) classification code number) identification number)

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575 Eighth Avenue, 11th Floor

New York, NY 10018

Telephone: (212) 798-9100

(Address, including zip code, and telephone number, including area code, of

registrant's principal executive offices)

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Richard D. Forman

President and Chief Executive Officer

575 Eighth Avenue, 11th Floor

New York, NY 10018

Telephone: (212) 798-9100

(Name, address, including zip code, and telephone number, including area code

of agent for service)

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Copies to:

Alexander D. Lynch, Esq. Stacy J. Kanter, Esq.

Scott L. Kaufman, Esq. Skadden, Arps, Slate, Meagher & Flom LLP

Brobeck, Phleger & Harrison LLP Four Times Square

1633 Broadway, 47th Floor New York, NY 10036

New York, NY 10019 (212) 735-3000

(212) 581-1600

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Approximate date of commencement of proposed sale to the public: As soon

as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered

on a delayed or continuous basis pursuant to Rule 415 under the Securities Act

of 1933, check the following box. / /

If this Form is filed to register additional securities for an offering

pursuant to Rule 462(b) under the Securities Act, check the following box and

list the Securities Act registration statement number of the earlier effective

registration statement for the same offering. / / ________

If this Form is a post-effective amendment filed pursuant to Rule 462(c)

under the Securities Act, check the following box and list the Securities Act

registration statement number of the earlier effective registration statement

for the same offering. / / ________

If this Form is a post-effective amendment filed pursuant to Rule 462(d)

under the Securities Act, check the following box and list the Securities Act

registration statement number of the earlier effective registration statement

for the same offering. / / ________

If delivery of the prospectus is expected to be made pursuant to Rule 434,

check the following box. / /

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CALCULATION OF REGISTRATION FEE

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Proposed Maximum Proposed Maximum

Title of Each Class of Amount to be Offering Aggregate Amount of

Securities to be Registered Registered(1) Price Per Share (2) Offering Price (2) Registration Fee

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Common stock, par value $0.0001

per share .................... 5,750,000 $ 21.00 $120,750,000 $ 31,878(3)

===============================================================================================================

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(1) Includes 750,000 shares of common stock to cover the over-allotment option

granted to the underwriters.

(2) Estimated solely for purposes of calculating the registration fee in

accordance with Rule 457(a).

(3) Previously paid.

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The Registrant hereby amends this registration statement on such date or

dates as may be necessary to delay its effective date until the Registrant

shall file a further amendment which specifically states that this registration

statement shall thereafter become effective in accordance with Section 8(a) of

the Securities Act of 1933 or until the registration statement shall become

effective on such date as the Securities and Exchange Commission, acting

pursuant to said Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be

changed. We may not sell these securities until the registration statement

filed with the Securities and Exchange Commission is effective. This

preliminary prospectus is not an offer to sell and is not soliciting an offer

to buy these securities in any jurisdiction where the offer or sale is not

permitted.

Subject to Completion, Dated March 2, 2000

[GRAPHIC OMITTED]

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5,000,000 Shares

Common Stock

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This is an initial public offering of common stock of Register.com, Inc. We

anticipate that the initial public

offering price will be between $19.00 and $21.00 per share.

We have applied to have our common stock approved for quotation on The Nasdaq

National Market under the symbol "RCOM."

Investing in our common stock involves risks. See "Risk Factors" beginning on

page 8.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES

COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED OR

PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO

THE CONTRARY IS A CRIMINAL OFFENSE.

Per Share Total

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Public offering price $ $

Underwriting discounts and commissions $ $

Proceeds, before expenses, to Register.com $ $

Proceeds, before expenses, to selling

stockholders $ $

The underwriters have the right to purchase up to an additional 750,000 shares

from us and the selling stockholders at the public offering price within 30

days from the date of this prospectus to cover over-allotments. We will not

receive any of the proceeds from the sale of shares by the selling

stockholders.

Deutsche Banc Alex. Brown Thomas Weisel Partners LLC

Legg Mason Wood Walker

Incorporated

Wit SoundView

The date of this prospectus is , 2000.

[Inside Front Cover]

Internet screen shot of Register.com home page.

"Value-Added Products and Services" above six button links for online products

and services featured on the Register.com website.

"Co-Branded Websites" above the register.com and Net Objects logo taken from a

co-branded website.

PROSPECTUS SUMMARY

You should read the following summary together with the more detailed

information regarding our company and the common stock we are selling in this

offering, including the risk factors and our financial statements and related

notes, included elsewhere in this prospectus.

Our Business

We are a provider of Internet domain name registration services worldwide.

Domain names, such as mybrand.com, are the equivalent of addresses on the

Internet and are registered through companies known as registrars. Domain names

serve as part of the infrastructure for Internet communications and registering

a domain name is one of the first steps for individuals and businesses seeking

to establish an online identity. We believe that we offer a quick and

user-friendly registration process and responsive and reliable customer

support. We also offer a suite of value-added products and services targeted to

assist our customers in developing and maintaining their online identities,

including:

Products and Services Products and Services

Provided by Us Provided by Others

o domain name forwarding, which o email

allows customers to link their new

domain names to their existing

websites

o real-time domain name management, o maintaining, storing and connecting

which allows customers to view websites to the Internet, also

online and change, on an known as web hosting

instantaneous basis, domain name

information o website-creation tools

Our goal is to become a one-stop resource through which our customers will

establish, maintain and enhance their presence on the Internet.

In June 1999, we became the first registrar other than Network Solutions,

Inc. to register domain names in the .com, .net and .org domains directly on

behalf of customers. For the three months ended December 31, 1999, we

registered approximately 308,000 domain names in these domains, representing an

increase of 94% over the approximately 159,000 domain names we registered in

these domains for the three months ended September 30, 1999.

We face a number of risks that you should consider before you decide to

buy our common stock. These risks include, among other things, that we have

never been profitable and anticipate incurring additional losses in the

foreseeable future, that our accumulated losses totaled $12.2 million as of

December 31, 1999 and that, following the consummation of the offering, our

existing stockholders will hold approximately 84% of our outstanding common

stock and will be able to control the election of directors and all other

matters requiring stockholder approval. In addition, we face substantial

competition from Network Solutions in particular and in the industry in

general. Based on its press release dated February 10, 2000,

Network Solutions registered 1.6 million net new registrations in the .com,

.net and .org domains for the three months ended December 31, 1999,

representing approximately 71% of new registrations in these domains for the

period. As of February 26, 2000, Network Solutions and 27 other registrars, not

including us, were registering domain names in these domains. An additional 62

registrars have been accredited to register but are not yet registering domain

names, and 18 registrars have qualified to register domain names but have not

yet signed the agreements required for registering domain names, in the .com,

.net and .org domains.

We derive our revenues from domain name registration fees, online products

and services and advertising. Our net revenues increased 137% from $2.2 million

for the three months ended September 30, 1999 to $5.2 million for the three

months ended December 31, 1999. Our cost of revenues increased 51% from $1.1

million for the three months ended September 30, 1999 to $1.7 million for the

three months ended December 31, 1999. Our net loss decreased 61% from $2.5

million for the three months ended September 30, 1999 to $1.0 million for the

three months ended December 31, 1999.

Market Opportunity

As a result of the growth of the Internet and the introduction of

competition into the domain name registration industry, we believe there is

great potential for growth in the market for domain name registrations. We also

believe that this growth will be driven by individuals' and businesses' desire

for an online identity and brand, as well as the need to promote products,

services and events. We estimate that growth in global domain name

registrations will accelerate over the next few years from approximately 11

million domain names registered through September 30, 1999 to approximately 140

million domain names by the end of 2003, based on our internal calculations.

Our Solution

Registration Services. Our core expertise is providing domain name

registration services. Domain names are generally classified according to

industry custom either as "generic" for the .com, .net, .org, .gov, .edu and

.mil domains or as "country code" if they are associated with a particular

country. In addition, the domain name system is organized according to industry

custom by levels so that, for example, in the domain name mybrand.com, .com is

the top level domain and mybrand is the second level domain. We register domain

names in the .com, .net and .org generic domains and are able to register

domain names in over 140 country code domains, of which 26 may currently be

registered directly through our www.register.com website.

In addition, through a dedicated team of account managers, our Corporate

Services department which targets the needs of corporate customers provides

domain name registration and other services, such as multiple domain name

registrations and international brand protection.

Online Products and Services. We have assembled a suite of targeted

products and services to assist our customers with their online identities,

including email, web hosting and real-time domain management.

Customer Service. Our customer support group seeks to provide dependable

and timely resolution of customer inquiries, 24 hours per day, seven days per

week. We manage and respond to customer inquiries through our internally

developed Internet-based customer care tracking system. We have teams of

customer service representatives who specialize in key aspects of our business,

and who are informed about our products, services and technology through our

ongoing training.

Distribution. We believe that our direct and indirect distribution

channels enable us to reach a broad range of potential customers with products

and services targeted to their needs and to increase our exposure across the

market. We provide our products and services

directly to our customers through our www.register.com website as well as

through our Corporate Services department. We also offer domain name

registration services indirectly through our network of co-brand and private

label websites, which include Internet service providers, also known as ISPs,

web-hosting companies and other companies whose websites may appeal to our

target customers. A co-brand network participant offers our domain name

registration services through a website similar in appearance to our

www.register.com website, but branded with the participant's and our logos. A

customer typically accesses a co-brand website through the participant's home

page. A co-brand website also typically provides links back to the

participant's website to facilitate the sale of products and services by the

participant. A private label network participant offers our domain name

registration and other services through a website of its own design but the

actual domain name registrations are processed through our systems. Private

label websites may also include the language "powered by register.com."

Our Strategy

Our objectives are to continue to increase our share of domain name

registrations, to differentiate our products and services and to develop

long-term relationships with our customers by helping them to establish,

maintain and enhance their online presence. Our key strategies for achieving

these objectives include:

o introducing new products and services, including the following that we

anticipate introducing this year:

o billing consolidation for registrants with multiple domain names

o account masking, to allow the domain name registrant to remain

anonymous

o a service designed to monitor usage of our customer's trademarks

on the Internet

o enhancing awareness of our brand;

o extending our distribution channels;

o expanding our Corporate Services department;

o pursuing strategic acquisitions;

o offering names in additional domains; and

o expanding internationally.

Our History

We were founded by Richard D. Forman, Peter A. Forman and Dan B. Levine as

Forman Interactive Corp., a New York corporation, on November 23, 1994. Forman

Interactive merged with and into Register.com, Inc., a Delaware corporation, on

June 23, 1999. Our principal executive offices are located at 575 Eighth

Avenue, 11th Floor, New York, New York 10018. Our telephone number at that

location is (212) 798-9100. References in this prospectus to "Register.com,"

"we," "our" and "us" refer to Register.com, Inc. and Forman Interactive.

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We maintain a corporate website at www.register.com. The contents of our

website are not part of this prospectus.

The Offering

Common stock offered by Register.com ...................... 5,000,000 shares

Common stock to be outstanding after the offering ......... 30,759,380 shares

Use of proceeds ........................................... We plan to use the proceeds from

Filing Type:	S-1/A
Description:	Registration Statement
Filing Date:	Mar 2, 2000
Period End:	N/A

Primary Exchange:	NASDAQ - National Market System
Ticker:	RCOM

S-1/A

EX-5.1

EX-10.13