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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K/A

AMENDMENT NO. 1 TO FORM 10-K

(Mark One)

|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

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

Commission File Number: 000-26465

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

Nevada(State or other jurisdiction of
incorporation or organization)

88-0385401(I.R.S. Employer
Identification No.)7710 West Cheyenne, Las Vegas, Nevada(Address of principal executive offices)

89129(Zip Code)


Registrant's telephone number, including area code: (702) 316-7000

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

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.01 par value(Title of 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.
(1) Yes ý    No o,
(2) 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 definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form
10-K. ý

The
aggregate market value of the Common Stock of the Registrant held by non-affiliates of the Registrant, based on the last sale price of the Common Stock on April 25, 2002 as reported
by the Nasdaq National Market, was approximately $47 million. For the purposes of this calculation, shares owned by officers, directors (and their affiliates) and 5% or greater shareholders known to
the registrant have been excluded. This exclusion is not intended, nor shall it be deemed, to be an admission that such persons are affiliates of the Registrant.

As
of April 25, 2002, there were 87,958,914 shares of Common Stock outstanding.

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TABLE OF CONTENTS

|         |  |                                                                |  | Page
|-------- |  | -------------------------------------------------------------- |  | ----
|PART III
|Item 10. |  | Directors and Executive Officers of the Registrant             |  | 3   
|Item 11. |  | Executive Compensation                                         |  | 5   
|Item 12. |  | Security Ownership of Certain Beneficial Owners and Management |  | 11  
|Item 13. |  | Certain Relationships and Related Transactions                 |  | 11  
|         |  | Signatures                                                     |  | 14  

Our
Annual Report on Form 10-K for the fiscal year ended December 31, 2001 filed on April 1, 2002 (the "Report") contemplated that the information to be included in Part III of the
Report would be incorporated into the Report by reference from our proxy statement to be filed in anticipation of our 2002 annual meeting of shareholders. We do not anticipate filing our proxy
statement within the time period required for such incorporation by reference to be effective, so we are amending the Report to include the information required to be included in Part III of the
Report.

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PART III

ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following persons are our executive officers and directors as of April 25, 2002:

|Name                             |  | Age |  | Position                                            
|-------------------------------- |  | --- |  | ----------------------------------------------------
|Executive Officers and Directors |  |     |  |                                                     
|Richard L. Clemmer               |  | 50  |  | Chief Executive Officer, President and Vice Chairman
|Christopher J. Benyo             |  | 40  |  | Senior Vice President, Sales and Marketing          
|Mark R. Donachie                 |  | 41  |  | Chief Financial Officer                             
|Scott E. Wiegand                 |  | 33  |  | Senior Vice President, General Counsel and Secretary
|H. Matthew Yost                  |  | 33  |  | Senior Vice President, Corporate Development        
|W. Donald Bell (1)(2)            |  | 64  |  | Director                                            
|James Schraith (1)(2)            |  | 44  |  | Director                                            
|Richard Todd Bradley             |  | 43  |  | Chairman of the Board                               

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Richard L. Clemmerhas served as a member of our board of directors since April 2001 as Vice Chairman, and has served as our Chief
Executive Officer and President since June 2001. He also served as our Chief Financial Officer from May 2001 until September 2001. Prior to joining PurchasePro, Mr. Clemmer served as executive vice
president and chief financial officer of Quantum Corp., a storage solutions provider, from August 1996 to May 2001.

Christopher J. Benyohas served as our Senior Vice President, responsible for various aspects of the Company's marketing, network
development, product development and sales efforts, since March 2000. Prior to joining PurchasePro, Mr. Benyo was employed by BellSouth, a provider of telecommunications products and services, from
July 1996 to March 2000, where he served as assistant vice president, strategic supplier relationships from August 1999 to March 2000. During his tenure at BellSouth, Mr. Benyo held various management
positions, including general manager, field operations, director of product marketing, and director of field marketing. Mr. Benyo was employed by Cable and Wireless Communications Inc., a provider of
telecommunications products and services, from 1992 to July 1996, where he served in various capacities, the most recent of which was as director of product marketing.

Mark R. Donachiehas served as our Chief Financial Officer since September 2001. From December 1992 through March 2001,
Mr. Donachie served as Vice President of Finance and Administration for Sterling Commerce, a wholly-owned subsidiary of SBC Communications, Inc., a provider of
e-business integration solutions. Mr. Donachie has tendered his resignation, to be effective May 3, 2002.

Scott E. Wiegandhas served as our Senior Vice President and General Counsel since January 2001 and as our Secretary since March 2001. He
also served as our Vice President and Associate General Counsel from July 2000 to January 2001 and as our Assistant Secretary from September 2000 to March 2001. Prior to joining PurchasePro, Mr.
Wiegand was an associate with Dinsmore & Shohl LLP, a law firm, from May 1996 to July 2000. Mr. Wiegand earned his J.D. from Cornell Law School in 1993.

Matthew Yosthas served as our Senior Vice President, Corporate Development since February 2001. He also served as our Vice President,
Strategic Development from January 2000 to February 2001. Before joining PurchasePro, Mr. Yost served in various capacities at Prudential Securities Inc. from July 1996 to January 2000, most recently
serving as vice president of the Prudential Volpe Technology Group unit.

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W. Donald Bellhas been a director of the Company since December 2001. Mr. Bell has been President, Chief Executive Officer and Chairman
of the Board of Bell Microproducts, Inc., a publicly-traded corporation which markets and distributes semiconductor and computer products, since 1987. Prior to serving at Bell Microproducts, Inc., Mr.
Bell served as President of Ducommun, Inc. and its subsidiary, Kierulff Electronics, Inc. as well as Electronic Arrays, Inc. He also held senior management positions at Texas Instruments Incorporated,
American Microsystems, Inc. and other electronics companies.

James Schraithhas been a director of the Company since December 2001. Since October 1999, Mr. Schraith has served in various roles with
Quantum Corporation, a storage solutions provider, including as a senior advisor to Quantum Technology Ventures, Chairman and Chief Executive Officer of Snap Appliances, Inc., a wholly-owned
subsidiary of Quantum, and as Executive Vice President of Worldwide Sales & Corporate Marketing. From February 1998 to September 1999, Mr. Schraith was President and Chief Executive Officer of
ShareWave, Inc., a developer of wireless networking products. From October 1996 to January 1998, Mr. Schraith was Vice President and General Manager of the North America Division of Compaq Computer.
Previously, Mr. Schraith was Chief Executive Officer and a director of the Cerplex Group, Inc. From 1987 to 1995, Mr. Schraith was employed at AST Research, Inc., most recently serving as President,
Chief Operating Officer and Director. Mr. Schraith also serves as a director of Semtech Corporation, SONICblue, Inc. and several private companies.

Richard Todd Bradleyhas served as a member of our board of directors since January 2001 and Chairman since May 2001. Since June 2001, he
has served as Chief Operating Officer for Palm, Inc., a provider of mobile and wireless Internet solutions and handheld computers. From September 1998 to February 2001, Mr. Bradley worked at Gateway
Corporation, a provider of computer products and services, where he served as executive vice president, global operations from March 2000 to February 2001, and as senior vice president and consumer
and regional managing director Europe/Middle East/Africa from September 1998 to February 1999. Mr. Bradley served as president and chief executive officer, transport international pool for GE Capital
Corporation, a provider of financial products and services, from January 1997 to September 1998. He also worked at The Dun & Bradstreet Corporation, a provider of business information, from September
1993 to January 1997.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities and Exchange Act of 1934, as amended, requires our directors and executive officers and persons beneficially holding more than 10%
of our common stock to report their initial ownership of our common stock and any subsequent changes in that ownership to the Securities
and Exchange Commission (the "SEC"). Directors, executive officers and greater than 10% beneficial stockholders are required by SEC regulation to furnish our company with copies of all Section 16(a)
forms they file.

Based
solely on our review of the copies of Forms 3, 4 and 5 and amendments thereto furnished to our company, we believe that all Section 16(a) filing requirements applicable to our
directors, executive officers and greater than 10% beneficial stockholders were met in a timely manner during the period from January 1, 2001 through December 31, 2001.

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ITEM 11: EXECUTIVE COMPENSATION



The following table sets forth summary information regarding the compensation received during the fiscal years ended December 31, 1999, 2000 and 2001 by our Chief
Executive Officer as of December 31, 2001, the other person who served as our Chief Executive Officer during 2001, our four other most highly compensated executive officers as of December 31, 2001
whose total annual salary and bonus exceeded $100,000 during the fiscal year ended December 31, 2001 (the "2001 Fiscal Year"), and two individuals for whom disclosure would have been provided on the
basis of their respective salary and bonus earned during the 2001 Fiscal Year but for the fact that such individuals were not serving as our executive officers at the end of the 2001 Fiscal Year. The
listed individuals shall be hereinafter referred to as the "Named Executive Officers."

|                                                                             |  |                |  | Annual Compensation |                   | Long-Term Compensation Awards
|---------------------------------------------------------------------------- |  | -------------- |  | ------------------- | ----------------- | -----------------------------
|
|Richard L. Clemmer(2)
Chief Executive Officer and President                  |  | 2001           |  | $                   | 307,692           |                              
|Charles E. Johnson, Jr.(3)
Chairman of the Board and Chief Executive Officer |  | 2001
2000
1999 |  | $$                  | 130,153

240,000 |                              
|Christopher J. Benyo(4)(9)
Senior Vice President, Sales and Marketing        |  | 2001
2000      |  | $$                  | 235,577
119,032   |                              
|H. Matthew Yost(5)(9)
Senior Vice President Corporate Development            |  | 2001
2000      |  | $$                  | 232,692
88,869    |                              
|Scott E. Wiegand(6)(9)
Senior Vice President General Counsel and Secretary   |  | 2001
2000      |  | $$                  | 235,577
56,915    |                              
|Jeffrey Anderson(7)(9)
Senior Vice President, Sales                          |  | 2001
2000      |  | $$                  | 229,808
142,500   |                              
|Dale Boeth(8)(9)
Senior Vice President, Strategic Alliances                  |  | 2001
2000      |  | $$                  | 157,251
125,200   |                              

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The following table sets forth information regarding options granted to the Named Executive Officers during the 2001 Fiscal Year.

|                           |  | Individual Grants    |  |                   |     |                 
|-------------------------- |  | -------------------- |  | ----------------- | --- | ----------------
|
|
|
|
|Richard L. Clemmer(4)      |  | 300,000
750,000      |  | 0.040
1.000       | %%  | 2.53
1.15       
|Charles E. Johnson, Jr.(5) |  |                     |  |                  |     |                
|Christopher J. Benyo(6)    |  | 10,000
75,000        |  | 0.001
0.010       | %%  | 12.50
3.68      
|H. Matthew Yost(6)         |  | 10,000
35,000        |  | 0.001
0.005       | %%  | 12.50
3.68      
|Scott E. Wiegand(6)        |  | 50,000
10,000
35,000 |  | 0.007
0.001
0.005 | %%% | 15.00
12.50
3.68
|Jeffrey Anderson(6)        |  | 10,000
75,000        |  | 0.001
0.010       | %%  | 12.50
3.68      
|Dale Boeth(6)              |  | 10,000
35,000        |  | 0.001
0.005       | %%  | 12.50
3.68      

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The following table sets forth information, with respect to the Named Executive Officers, concerning the number and value of options exercised during the 2001
Fiscal Year and the value and number of unexercised options held as of the end of the 2001 Fiscal Year.

|Name                       |  | Shares Acquired on Exercise |  | Value Realized ($)(1) |        | Number of Securities Underlying Unexercised Options at
Fiscal Year-End
Exercisable/Unexercisable |                   | Value of Unexercised
In-the-Money Options
at Fiscal Year-End(2)
Exercisable/Unexercisable
|-------------------------- |  | --------------------------- |  | --------------------- | ------ | ------------------------------------------------------------------------------------------------ | ----------------- | -----------------------------------------------------------------------------------------
|Richard L. Clemmer         |  |                            |  |                       |       |                                                                                                  | 700,000 / 350,000 |                                                                                          
|Charles E. Johnson, Jr.(3) |  | 1,419,676                   |  | $                     | 42,590 |                                                                                                  |                  |                                                                                          
|Christopher J. Benyo       |  |                            |  |                       |       |                                                                                                  |                  |                                                                                          
|H. Matthew Yost            |  |                            |  |                       |       |                                                                                                  |                  |                                                                                          
|Scott E. Wiegand           |  |                            |  |                       |       |                                                                                                  |                  |                                                                                          
|Jeffrey Anderson(4)        |  |                            |  |                       |       |                                                                                                  |                  |                                                                                          
|Dale Boeth(5)              |  |                            |  |                       |       |                                                                                                  |                  |                                                                                          

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We have entered into the following employment agreements with our executive officers listed in the Summary Compensation Table:

|Officer                    |  | Term                 |  | Salary |         | Position
|-------------------------- |  | -------------------- |  | ------ | ------- | --------
|Richard L. Clemmer (1)     |  | Perpetual            |  | $      | 500,000 |         
|Charles E. Johnson, Jr.(2) |  |                     |  |        |        |         
|Christopher J. Benyo(3)    |  |                     |  | $      | 200,000 |         
|H. Matthew Yost(4)         |  |                     |  | $      | 160,000 |         
|Scott E. Wiegand(5)        |  | Through January 2004 |  | $      | 175,000 |         
|Jeffrey Anderson(6)        |  |                     |  |        |        |         
|H. Matthew Yost(7)         |  |                     |  |        |        |         

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Our Compensation Committee currently consists of W. Donald Bell and James Schraith. No member of the Compensation Committee has been an officer or employee of
ours at any time. None of our executive officers serves as a member of the board of directors or compensation committee of any other company that has one or more executive officers serving as a member
of our board of directors or compensation committee.

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ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information known to us with respect to the beneficial ownership of our common stock as of March 31, 2001 by:



Except
as indicated in the footnotes to this table and subject to community property laws where applicable, the persons named in the table have sole voting and investment power with
respect to all shares of our common stock shown as beneficially owned by them. Beneficial ownership and percentage ownership are determined in accordance with the rules of the SEC. The column titled
"Number of Shares Underlying Options" lists shares of common stock subject to stock options which were exercisable or will become exercisable within 60 days after March 31, 2002. These shares
underlying options are deemed outstanding for computing the percentage of the person or group holding such options, but are not deemed outstanding for computing the percentage of any other person or
group. The column titled "Percent of Class of Class Owned" assumes a number of outstanding shares of our common stock as of March 31, 2002 of 87,223,814 shares. The address for those persons for which
an address is not otherwise indicated is: 7710West Cheyenne Avenue, Las Vegas, Nevada 89129.

|Beneficial Owner                                              |  | Number of
Shares
Beneficially Owned |  | Number of
Shares
Underlying
Options |  | Percent of
Class Owned |  
|------------------------------------------------------------- |  | ----------------------------------- |  | ----------------------------------- |  | ---------------------- | -
|Named Executive Officers and Directors                        |  |                                     |  |                                     |  |                        |  
|Richard L. Clemmer                                            |  | 135,000                             |  | 900,000                             |  | 1.2                    | %
|Charles E. Johnson(1)                                         |  | 2,500,000                           |  | *                                   |  | 2.8                    | %
|Christopher J. Benyo                                          |  | 320,550                             |  | *                                   |  | *                      |  
|Scott E. Wiegand                                              |  | 243,850                             |  | *                                   |  | *                      |  
|H. Matthew Yost                                               |  | 175,121                             |  | *                                   |  | *                      |  
|W. Donald Bell                                                |  | *                                   |  | 30,000                              |  | *                      |  
|James Schraith                                                |  | 15,000                              |  | 30,000                              |  | *                      |  
|Richard Todd Bradley                                          |  | *                                   |  | 30,000                              |  | *                      |  
|All directors and executive officers as a group(7 persons)(2) |  | 889,521                             |  | 990,000                             |  | 2.2                    | %

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ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions with Management and Others

Since January 1, 2001, there has not been any transaction or series of similar transactions to which we were or are a party in which the amount involved exceeded
or exceeds $60,000 and in which any director, executive officer, holder of more than 5% of any class of our voting securities or any member of the immediate family of any of the foregoing persons had
or will have a direct or indirect material interest, and there are not any currently proposed transactions or series of similar transactions related to the foregoing, other than the transactions
described below.

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Transactions with Gateway

In September 2000, we entered into agreements with Gateway Companies, Inc. pursuant to which we acquired computer hardware and training and marketing services
from Gateway. The services are required to be rendered during a two-year period, and the aggregate contractual value of the services must be at least $40 million. In addition, Gateway agreed to
acquire three marketplace software licenses from us for approximately $3.3 million. We also issued Gateway three separate warrants to purchase an aggregate of 3,000,000 shares of our common stock at
an exercise price of $29.75 per share. Two of the three warrants expired in September 2001, and the remaining warrant for 1,000,000 shares may vest and become exercisable until March 2002 based on
revenue generated from the operation of marketplaces established with the software licenses Gateway purchased from us. At the time we entered these agreements but prior to his joining our Board of
Directors, Mr. Bradley, currently our Chairman, was Executive Vice President of Gateway.

Employment, Severance and Change Of Control Agreements

We are currently a party to employment agreements with the following executive officers: Richard L. Clemmer and Scott E. Wiegand.

Under
his employment agreement, Mr. Clemmer received an initial bonus of $1,100,000 in May 2001 and a loan of $1,316,055.28 which was forgiven in June 2001 upon being named Chief
Executive Officer. In addition, Mr. Clemmer receives a base salary of $500,000 per year and an annual guaranteed bonus of $200,000 per year, a performance-based bonus of up to $1,000,000 per year,
along with certain other benefits such as relocation expenses, payment of transition costs associated with Mr. Clemmer's ownership of other residences, first-class travel between Mr. Clemmer's
residences, and a $3,000,000 life insurance policy. Mr. Clemmer's agreement remains in effect until terminated in accordance with the provisions of the agreement. Under his employment agreement, if
Mr. Clemmer is terminated without cause or voluntarily terminates his employment under certain circumstances, he would be entitled to a lump sum payment equal to twice his base salary, an amount equal
to any guaranteed bonus for a two year period, a lump sum payment equal to Mr. Clemmer's full annual bonus or incentive compensation potential for the year in which the termination occurs, and
continued coverage under our health plans and a life insurance policy procured by us on Mr. Clemmer's behalf for up to two years after the termination.

Mr.
Wiegand receives a base salary of $175,000 per year. Mr. Wiegand's employment agreement expires in January 2004. Under his employment agreement, if Mr. Wiegand were terminated
without cause, he would be entitled to a continuation of his salary for a period of 12 months.

See
the "Employment Agreements and Change in Control Agreements" table and related footnotes in "Executive Compensation" for more information regarding employment, severance and change
of control agreements relating to our named executive officers.

Options

See "Executive Compensation" for information regarding option grants made to and option exercises made by our directors and named executive officers in the fiscal
year ended December 31, 2001.

Indemnification Agreements

In addition to the indemnification provisions contained in the Company's Articles of Incorporation and Bylaws, the Company has entered into separate
indemnification agreements with each of its directors and officers. These indemnification agreements will require us to indemnify our officers and directors to the fullest extent permitted by Nevada
law.

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We
believe that the foregoing transactions were in our best interests. It is our current policy that all transactions with officers, directors, 5% stockholders and their affiliates will
be entered into only if such transactions are approved by a majority of our disinterested, independent directors, are on terms no less favorable to PurchasePro than could be obtained from unaffiliated
parties and are reasonably expected to benefit us.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on the 26th day of April, 2002.

| |  | PURCHASEPRO.COM, INC.
| |  | ---------------------
| |  | By:                  

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