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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 10-K/A

|ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the Fiscal Year Ended December 31, 2001

or

|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the Transition Period from  to

Commission File Number 000-29423

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FAIRMARKET, INC.(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction of
incorporation or organization)

04-3351937(I.R.S. Employer
Identification No.)500 Unicorn Park Drive, Woburn, MA(Address of principal executive offices)

01801-3341(Zip Code)


Registrant's telephone number, including area code:(781) 376-5600

Securities registered pursuant to Section 12(b) of the Act:None

Securities registered pursuant to Section 12(g) of the Act:Common Stock, $0.001 par value
Preferred Stock Purchase Rights(Title of each class)

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Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ý    No o

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the
registrant's knowledge, in the definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. o

The
aggregate market value of the registrant's voting stock held by non-affiliates was approximately $14,048,840 on March 25, 2002, based on the closing sales price of
the registrant's common stock as reported on the Nasdaq National Market as of such date.

The
number of shares outstanding of the registrant's common stock as of March 25, 2002 was 29,219,382.

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The Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 29, 2002 is hereby amended as follows:

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information relating to our executive officers is included in Item 4A of Part I of our Annual Report on Form 10-K.

Information with Respect to Directors

The following biographical descriptions contain information with respect to the directors of FairMarket.

Class II DirectorTerm Expires 2002

Rory J. Cowan, age 49, was elected as a director of FairMarket in March 2001. Mr. Cowan is the
founder of Lionbridge Technologies, Inc., a provider of globalization products and services for worldwide deployment of technology and information-based products, where he has served as
Chairman of the Board and Chief Executive Officer since September 1996. From September 1996 to March 2000, Mr. Cowan also served as President of Lionbridge. Before founding
Lionbridge, Mr. Cowan served as Chief Executive Officer of Interleaf, Inc., a document automation software services company, from October 1996 to January 1997. From
May 1995 to June 1996, Mr. Cowan served as Chief Executive Officer of Stream International, Inc., a software and services provider and a division of R.R. Donnelley &
Sons, a provider of commercial print and print-related services. Mr. Cowan joined R.R. Donnelley in 1988 and served most recently as Executive Vice President from 1991 to June 1996.
Before joining R.R. Donnelley, Mr. Cowan was founder of CSA Press of Hudson, Mass., a software duplication firm, and
held positions at Compugraphic Corporation, an automated publishing hardware firm. Mr. Cowan is a graduate of Harvard University and Harvard Business School.

Class I DirectorsTerm Expires 2004

Nanda Krish, age 41, has served as a director of FairMarket since April 1997. On January 17, 2002,
Mr. Krish was elected as President and Chief Executive Officer of FairMarket, after having served as Interim Chief Executive Officer from July 2001. Mr. Krish has extensive professional
experience in general management, sales and marketing and business development at private and public companies in multinational environments. Prior to joining FairMarket, Mr. Krish was
co-founder and an operating officer of Verilytics, Inc. (formerly iBelong), a software company that focuses on the e-analytics market, from November 1998 to June 2001. At Verilytics,
Mr. Krish's overall responsibility for revenues included direct sales, indirect sales and professional services worldwide. Mr. Krish joined Verilytics from Open Market, Inc., where from
1995 until November 1998, he was a member of the senior management team and played an instrumental role in that company's growth from start-up to a leading market provider of Internet commerce
software. As Vice President of Corporate Development at Open Market, Mr. Krish helped revenue growth within strategic accounts such as BT, Sprint and UPS, led the company's European expansion
and oversaw three merger and acquisition activities. Previously, Mr. Krish was Vice President and General Manager of the interactive multimedia unit of Electronic Data Systems Corporation
(EDS), an information and technology services company, where he helped penetrate broadband and other multimedia markets. Mr. Krish is a graduate of BU/India with a Bachelor of Science degree in
Engineering. Mr. Krish came to the U.S. to join graduate studies at the New Jersey Institute of Technology/Rutgers University, where he graduated with dual masters degrees in computer and
information services, and management engineering.

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Thomas J. Litle, IV, age 61, was elected as a director of FairMarket on January 11, 2002. Mr. Litle is the founder of
Litle & Company and has served as Chairman and Chief Executive Officer of that company since its founding in 1985. From 1985 to 1995, Litle & Company was a provider of information
sharing, payment processing and electronic network services for the direct marketing industry. In 1995, the operating business of Litle & Company was sold to First USA. Since that time,
Litle & Company has managed various investments, primarily in the direct marketing industry. Since August 2001, Mr. Litle has served as Acting CEO of Phoenix Processing, LLC, a
provider of value added payment transaction services to direct marketers. From 1995 to June 2001, Mr. Litle was Chairman of OrderTrust, Inc., which provided services to direct
marketers, retailers and loyalty program providers. From January to June 2001, Mr. Litle served as the Interim CEO of OrderTrust, Inc. Mr. Litle is also a director of The
J. Jill Group, Inc. Mr. Litle earned an M.B.A. from Harvard Business School and a Bachelor of Science degree from the California Institute of Technology.

Class III DirectorTerm Expires 2003

Shikhar Ghosh, age 44, was elected as a director of FairMarket on January 11, 2002. Mr. Ghosh was a
founding team member of Verilytics, Inc. (formerly iBelong) and has served as the Chairman of the Board, President and Chief Executive Officer of Verilytics since November 1998.
Mr. Ghosh was a founder of Open Market, Inc., where he served as Chairman of the Board from December 1995 to December 2000 and as President and Chief Executive Officer from
June 1994 to December 1995. Before founding Open Market, Mr. Ghosh served as Vice President of EDS Communications Industry Group, a systems integration corporation, from 1991 to
1993. Before that, Mr. Ghosh served as CEO of Appex Corporation, an information services and software company that provides software to the wireless industry, and served with the Boston
Consulting Group, a strategic consulting firm. Mr. Ghosh earned an M.B.A. from Harvard Business School and an undergraduate degree from the University of Bombay, India.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires FairMarket's executive officers and directors and persons who beneficially own
more than 10% of FairMarket's common stock to file reports of ownership and changes in ownership with the SEC and to furnish copies to FairMarket.

Based
upon a review of the reports furnished to FairMarket and representations made to FairMarket by its officers and directors and certain 10% beneficial owners, FairMarket believes
that, during 2001, its officers and directors and 10% beneficial owners complied with all applicable reporting requirements, except that At Home Corporation inadvertently failed to file a
Form 4 on a timely basis with the SEC to report certain sales of FairMarket's common stock.

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ITEM 11. EXECUTIVE COMPENSATION

Director Compensation

For 2001, directors who were employees received no additional cash compensation for their services as directors, and each non-employee director
received a cash retainer of $15,000. Non-employee directors are eligible to participate in FairMarket's 2000 Stock Option and Incentive Plan at the discretion of the full Board of
Directors. Non-employee directors typically are granted an option to purchase 75,000 shares, vesting in three equal annual installments, in connection with their initial election to the
Board. Mr. Cowan received such an option grant in March 2001, at an exercise price of $1.625. In August 2001, the Board granted Mr. Cowan an additional option covering
35,000 shares, scheduled to vest in full on May 23, 2002, at an exercise price of $0.98 per share, in consideration of additional Board services performed by Mr. Cowan. In
January 2001, the Board granted each of Messrs. Krish and Richard Pallan (who were then non-employee directors of FairMarket) an option to purchase 50,000 shares, vesting in
two equal annual installments, at an exercise price of $2.0625 per share, in consideration of additional Board services performed by Messrs. Krish and Pallan. In May 2001, the Board
granted Mr. Krish an option to purchase 60,000 shares, with one-half of such shares vesting on the date of grant and the remainder vesting on July 30, 2001, at an exercise
price of $1.16 per share, and paid Mr. Krish a special cash payment of $20,000 in consideration of the performance by Mr. Krish of special Board services in connection with the
transition of responsibilities from Eileen Rudden, former President of FairMarket, to Janet Smith, in her capacity as Interim President.

Executive Compensation

Summary Compensation Table

The following table provides information as to compensation paid by FairMarket for 1999, 2000 and 2001 to each person who served as Chief Executive Officer or
acted in a similar capacity during 2001 (Mr. Krish, Ms. Rudden and Ms. Smith), the three other persons who were executive officers of FairMarket as of December 31, 2001 and
one other person who would have been included among the most highly compensated executive officers of FairMarket for 2001 but for the fact that such person was not employed with FairMarket at the end
of the year (the "Named Executive Officers").

|                                                     |  |                |  |     |                        |  |    | Long-term
Compensation Awards |     |  |      
|---------------------------------------------------- |  | -------------- |  | --- | ---------------------- |  | -- | ----------------------------- | --- |  | -----
|
|
|
|Matthew Ackley
Vice President, Corporate
Development |  | 2001
2000
1999 |  | $$$ | 150,000
129,615
93,077 |  | $$ | 14,063
9,375
                |     |  | 


|Nanda Krish(2)
President & CEO                       |  | 2001           |  | $   | 156,182                |  | $  | 50,000                        |     |  |     
|Jeffrey Meyer(4)
Former Vice President, Engineering  |  | 2001
2000      |  | $$  | 160,000
130,769        |  | $$ | 17,250
35,000                 | (5) |  | 
  
|Scott Randall(6)
Former Chairman                     |  | 2001
2000
1999 |  | $$$ | 87,165
174,038
150,000 |  | $$ | 18,250
50,000
               |     |  | 


|Eileen Rudden(7)
Former President & CEO              |  | 2001
2000      |  | $$  | 73,563
57,692          |  | $$ | 20,313
25,000                 |     |  | 
  

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|N. Louis Shipley(8)
Vice President, Sales and Marketing |  | 2001
2000 |  | $$ | 150,000
133,980 |  | $$ | 15,625
43,750 |      | $ | 
425,000 | (10) | 205,000
175,000 |  | $$ | 150,052
160,153 | (1)(9)(1)(11)
|------------------------------------------------------- |  | --------- |  | -- | --------------- |  | -- | ------------- | ---- | - | --------- | ---- | --------------- |  | -- | --------------- | -------------
|Janet Smith(12)
Chief Financial Officer & Treasurer     |  | 2001      |  | $  | 171,648         |  | $  | 108,362       | (13) |   |          |      | 380,000         |  | $  | 289             | (1)          

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Option Grants in Fiscal Year 2001

The following table provides certain information with respect to stock options granted by FairMarket during 2001 to each of the Named Executive Officers.

|                 |  | Individual Grants            |  | Potential Realizable Value
at Assumed Annual Rates
of Stock Price
Appreciation for Option
Term (2)
|---------------- |  | ---------------------------- |  | --------------------------------------------------------------------------------------------------
|
|
|
|Matthew Ackley   |  | 50,000
80,000                |  | 1.2
2.0                                                                                           
|Nanda Krish(5)   |  | 128,000
60,000               |  | 3.2
4.0                                                                                           
|Jeffrey Meyer    |  | 50,000
80,000                |  | 1.2
2.0                                                                                           
|Scott Randall    |  | 50,000
50,000
100,000        |  | 1.2
1.2
2.5                                                                                       
|Eileen Rudden    |  | 50,000
225,000               |  | 1.2
5.6                                                                                           
|N. Louis Shipley |  | 50,000
75,000
80,000         |  | 1.2
1.9
2.0                                                                                       
|Janet Smith      |  | 200,000
50,000
50,000
80,000 |  | 5.0
1.2
1.2
2.0                                                                                   

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Aggregate Option Exercises in Fiscal Year 2001  and Year-End Option Values

The following table sets forth the number of shares of our common stock covered by all stock options held by the Named Executive Officers as of
December 31, 2001. None of the Named Executive Officers exercised any stock options during 2001. The value of unexercised in-the-money options is based on the closing
price of our common stock as reported by Nasdaq on December 31, 2001, minus the exercise price, multiplied by the number of shares underlying the options.

|                 |  | Number of Securities
Underlying Unexercised
Options at
December 31, 2001 |  |         |  |  
|---------------- |  | ------------------------------------------------------------------------ |  | ------- |  | -
|
|
|
|Matthew Ackley   |  | 103,750                                                                  |  | 181,250 |  | $
|Nanda Krish      |  | 191,670                                                                  |  | 281,330 |  | $
|Jeffrey Meyer(1) |  | 48,438                                                                   |  | 219,062 |  |  
|Scott Randall(2) |  | 290,625                                                                  |  |        |  | $
|Eileen Rudden(3) |  | 450,000                                                                  |  |        |  |  
|N. Louis Shipley |  | 104,688                                                                  |  | 275,312 |  |  
|Janet Smith      |  | 50,000                                                                   |  | 330,000 |  |  

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Severance and Change of Control Agreements

Severance Agreements.FairMarket and each of Messrs. Ackley, Meyer and Shipley and Ms. Smith are parties to an
amended severance agreement dated as of October 11, 2001. These agreements provide that if the officer's employment with FairMarket is terminated other than "for cause" (as defined in the
severance agreements) or if the officer terminates their employment with FairMarket for "good reason" (as defined in the severance agreements) during the two-year period following the
occurrence of a "change of control" (as defined in the severance agreements), then (a) all outstanding options held by
that person (including those listed above under "Option Grants in Fiscal Year 2001," other than the options granted in August 2001) will accelerate in full upon such termination and
(b) FairMarket will pay that person a lump-sum cash amount equal to the greater of (1) the sum of that person's annual base salary as of the termination date plus their
target bonus (defined as 25% of that person's annual base salary for Messrs. Ackley and Meyer and Ms. Smith and as $50,000 for Mr. Shipley) or (2) the sum of the base
salary paid or payable to that person during the 12 months preceding the termination date plus the total of the bonuses paid to or payable to that person with respect to the preceding four
quarters. The agreement with Ms. Smith also provides that if her employment with FairMarket is terminated other than "for cause" or she terminates her employment with FairMarket for "good
reason," in each case other than during the two-year period following the occurrence of a "change of control," then (a) all outstanding options held by her (including those listed
above under "Options Grants in Fiscal Year 2001," other than the option granted to her in August 2001) will accelerate by one year and (b) FairMarket will continue to pay
Ms. Smith her base salary for six months following her termination date.

In
May 2001, FairMarket and Ms. Rudden entered into an amended severance agreement in connection with the termination of her employment with FairMarket, which provided for
the following: (a) the payment to her of an amount equal to one year of her base salary in one lump sum; and

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(b) the acceleration of the vesting of a portion of one of the options granted to her on January 17, 2001 as described above under "Option Grants in Fiscal Year 2001," the acceleration
of the vesting of 337,500 of the shares under the option covering 900,000 shares that was granted to her in September 2000, and the extension of the period during which such stock options (to
the extent vested on her termination date) will remain exercisable to November 14, 2002.

In
June 2001, FairMarket and Mr. Randall entered into an amended severance agreement in connection with the termination of his employment, which provided for the following:
(a) the payment to him of an amount equal to one year of his base salary in one lump sum; and (b) the acceleration of the vesting of a portion of one of the options granted to him on
January 17, 2001 and the acceleration in full of the option granted to him on April 3, 2001 as described above under "Option Grants in Fiscal Year 2001," the acceleration of 62,500 of
the shares under the option covering 250,000 shares that was granted to him in February 2000, and the extension of the period during which such stock options (to the extent vested on his
termination date) will remain exercisable to December 29, 2002.

In
January 2002, FairMarket entered into a severance agreement with Mr. Krish which provides that if Mr. Krish's employment with FairMarket is terminated other than
"for cause" (as defined in that severance agreement) or if he terminates his employment with FairMarket for "good reason" (as defined in that severance agreement) during the one-year
period following the occurrence of a "change of control" (as defined in that severance agreement), then (a) all outstanding options held by him (including those listed above under "Option
Grants in Fiscal Year 2001" and all other options granted to him to date) will accelerate in full upon such termination and (b) FairMarket will pay him a lump-sum cash amount equal
to one year of his base salary plus one year's target bonus. This agreement also provides that if Mr. Krish's employment with FairMarket is terminated other than "for cause" or if he terminates
his employment with FairMarket for "good reason," in each case other than during the one-year period following the occurrence of a "change of control," then (a) all outstanding
options held by him (including those listed above under "Options Grants in Fiscal Year 2001," other than the option
granted to him in August 2001) will accelerate by one year and (b) FairMarket will continue to pay him his base salary for eight months following his termination date.

Each
of the agreements described also prohibits the executive from competing with FairMarket and its affiliates or soliciting any employee of FairMarket or its affiliates for a period of
one year following termination of the executive's employment with FairMarket.

Transaction Bonus Plan.In August 2001, the Board of Directors adopted a Transaction Bonus Plan under which each of
our executive officers was granted a stock option on August 28, 2001 as described above under "Option Grants in Fiscal Year 2001," each of which is subject to acceleration by 100% upon the
closing of a qualifying "transaction" (as defined in this Plan). This Plan terminates on August 28, 2002.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

For the year ended December 31, 2001, FairMarket's executive compensation program was administered either by the full Board of Directors or, until
July 2001, by the Compensation Committee. Neither Mr. Cowan nor Mr. Pallan (a former director of FairMarket), each of whom served as a member of our Compensation Committee during
2001, has ever been an officer or employee of FairMarket. Mr. Krish also served on the Compensation Committee during 2001. Mr. Krish was elected as Interim Chief Executive Officer of
FairMarket in July 2001, following which our executive compensation program was administered by our Board of Directors rather than the Compensation Committee. None of our executive officers
serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or Compensation Committee.

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STOCK PERFORMANCE GRAPH

The graph below compares the cumulative total stockholder return on FairMarket's common stock with the cumulative total return of (a) the Nasdaq Stock
Market Index (U.S.) (the "Nasdaq Index"), (b) the JP Morgan H&Q Internet 100 Index and (c) a peer group that includes the following businesses, which FairMarket considers to be a
peer group: Ariba, Inc., Commerce One, Inc., Digital River, Inc., eBay Inc. and ADB Systems International Inc. (formerly named Bid.com International Inc.).
The graph assumes that $100 was invested in each of our common stock, the Nasdaq Index, the JP Morgan H&Q Internet 100 Index and the peer group on March 14, 2000 (the date on which our
common stock was first publicly traded) and reflects the return through December 31, 2001, and assumes the reinvestment of dividends, if any. The comparisons in the graph below are based on
historical data and are not indicative of, or intended to forecast, possible future performance of FairMarket's common stock. We have elected to replace the peer group index used in the graph below
with the JP Morgan H&Q Internet 100 Index because we believe that the JP Morgan H&Q Internet 100 Index is more representative of peer companies and will thus facilitate greater
comparability between FairMarket and its peers. As required by regulations of the SEC applicable to such changes, comparisons shown this year include both indices.

LOGO

|                                 |  | 3/14/00 |        | 3/31/00 |   | 6/30/00 |  | 9/30/00 |       | 12/31/00 |   | 3/31/01 |  | 6/30/01 |       | 9/30/01 |   | 12/31/01
|-------------------------------- |  | ------- | ------ | ------- | - | ------- |  | ------- | ----- | -------- | - | ------- |  | ------- | ----- | ------- | - | --------
|FairMarket, Inc.                 |  | $       | 100.00 |         | $ | 46.91   |  | $       | 14.56 |          | $ | 6.70    |  | $       | 3.09  |         | $ | 2.58    
|Peer Group                       |  | $       | 100.00 |         | $ | 76.06   |  | $       | 55.54 |          | $ | 79.79   |  | $       | 31.43 |         | $ | 15.76   
|JP Morgan H&Q Internet 100 Index |  | $       | 100.00 |         | $ | 83.97   |  | $       | 62.29 |          | $ | 59.53   |  | $       | 30.93 |         | $ | 19.12   
|Nasdaq Index                     |  | $       | 100.00 |         | $ | 97.65   |  | $       | 84.91 |          | $ | 78.13   |  | $       | 52.32 |         | $ | 39.05   

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows the amount of common stock of FairMarket beneficially owned as of March 18, 2002 by:



Beneficial
ownership of common stock includes shares that are directly owned or jointly owned, as well as shares over which the individual or entity has sole or shared investment or
voting authority. Beneficial ownership of common stock also includes shares that the individual or entity has the right to acquire (through the exercise of options or warrants or any other right)
within 60 days after March 18, 2002. Unless otherwise indicated, the address for the directors and executive officers of FairMarket listed in the table below is c/o
FairMarket, Inc., 500 Unicorn Park Drive, Woburn, Massachusetts 01801.

|Name and Address of Beneficial Owner                                                                             |  | Amount and Nature of
Beneficial Ownership |      | Percent of
Class(1) |  
|---------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------- | ---- | ------------------- | -
|Directors and Executive Officers                                                                                 |  |                                           |      |                     |  
|Matthew Ackley                                                                                                   |  | 123,325                                   | (2)  | *                   |  
|Nanda Krish                                                                                                      |  | 321,700                                   | (3)  | 1.1                 | %
|Jeffrey Meyer(4)                                                                                                 |  | 88,500                                    | (4)  | *                   |  
|Scott Randall(5)                                                                                                 |  | 3,976,625                                 | (5)  | 13.5                | %
|Eileen Rudden(6)                                                                                                 |  | 450,000                                   | (6)  | 1.5                 | %
|N. Louis Shipley                                                                                                 |  | 207,044                                   | (7)  | *                   |  
|Janet Smith                                                                                                      |  | 112,500                                   | (8)  | *                   |  
|Rory Cowan                                                                                                       |  | 25,000                                    | (9)  | *                   |  
|Shikhar Ghosh                                                                                                    |  | 0                                         |      | *                   |  
|Thomas Litle                                                                                                     |  | 0                                         |      | *                   |  
|All directors and Named Executive Officers as a group (10 persons)                                               |  | 5,304,694                                 | (10) | 17.3                | %
|Other 5% Beneficial Owners                                                                                       |  |                                           |      |                     |  
|JHC Investment Partners, LLC
c/o Barington Capital Group, L.P.
888 Seventh Avenue, 17th Floor
New York, NY 10019 |  | 3,485,500                                 | (11) | 11.9                | %
|Lloyd I. Miller, III
4550 Gordon Drive
Naples, FL 34102                                                          |  | 3,673,588                                 | (12) | 12.6                | %
|Sierra Ventures Associates VII LLC
3000 Sand Hill Road
Menlo Park, CA 94025                                      |  | 4,925,334                                 | (13) | 16.9                | %
|Ticketmaster
3701 Wilshire Boulevard
Los Angeles, CA 90010                                                       |  | 2,250,000                                 | (14) | 7.7                 | %

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Scott Randall, who benefically owns approximately 13.0% of our outstanding common stock as of March 18, 2002, resigned as an officer of FairMarket in
June 2001 and as a director in February 2002. Mr. Randall received specified payments in connection with the termination of his employment as an officer of FairMarket which are
described above under "Item 11. Executive Compensation."

|Date: April 30, 2002 |  | FAIRMARKET, INC.(Registrant)
|-------------------- |  | ----------------------------
|                     |  | By:                         

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