<PAGE>   1
                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  FORM 10-K/A

                                Amendment No. 1

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

[ ] 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 000-27437


                               PLANETRX.COM, INC.

             (Exact name of registrant as specified in its charter)


<TABLE>
           <S>                                                                   <C>
                           Delaware                                                   94-3227733
                 (State or other jurisdiction                                      (I.R.S. employer
               of incorporation or organization)                                 Identification No.)

                      6399 Shelby View Drive                                            38134
                        Memphis, Tennessee                                            (Zip Code)
           (address of principal executive offices)
</TABLE>

                                 (901)379-2200
              (Registrant's telephone number, including area code)


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

                                      NONE

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

                         COMMON STOCK, $.0001 PAR VALUE


         Indicate by check mark whether the Registrant (1) has filed all
reports required 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 [X] No [_]

         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 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. [ ]

Aggregate market value of voting stock held by non-affiliates of the registrant
as of March 31, 2001.................................................$794,436
Number of shares of common stock outstanding as of March 31, 2001...6,124,808

Explanatory Note: This form 10-K/A amendment No. 1 is being filed, in part, in
order to include information required by Items 10-13 originally intended to be
incorporated by reference to the information to be included in the proxy
statement for the registrant's 2001 annual meeting of stockholders.


<PAGE>   2


                                    PART III


ITEM (10).        DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The following sets forth certain information with respect to our
directors and executive officers:

         Michael Beindorff, 48, has served as the Chairman of our Board since
August 2000, and as our Chief Executive Officer since April 2000. He has been a
director of PlanetRx.com since April 2000. From March 2000 to August 2000, Mr.
Beindorff served as our President, and from October 1999 to March 2000, he was
our Executive Vice President and Chief Operating Officer. From 1995 to October,
1999, Mr. Beindorff was with Visa, where he served as president and chief "e"
officer of eVisa, Visa's Internet and electronic commerce division as well as
Visa USA's executive vice president of marketing and product management. Mr.
Beindorff holds a BS degree from the University of Alabama and an MBA from
Emory University.

         David M. Beirne, 37, has served as a director of PlanetRx.com since
September 1998. He became a Managing Member of Benchmark Capital Management Co.
II LLC, which is the General Partner of Benchmark Capital Partners II, L.P., a
venture capital firm, in June 1997. Prior to joining Benchmark, Mr. Beirne
founded Ramsey/Beirne Associates, an executive search firm, and served as its
Chief Executive Officer from October 1987 to June 1997. Mr. Beirne is a
director of 1-800-Flowers and Scient Corp. as well as several private
companies. Mr. Beirne holds a B.A. in Management from Bryant College.

         Michael Moritz, 45, has served as a director of PlanetRx.com, Inc.
since September 1998. He has been a general partner of Sequoia Capital, a
venture capital firm, since 1986. Mr. Moritz serves as a director of Yahoo!,
Inc., Saba Software, Inc. and Flextronics International Ltd., as well as
several private companies. Mr. Moritz holds an M.A. from Oxford University.

         Leonard C. Purkis, 52, has served as a director of PlanetRx.com since
November 2000, when he was appointed to fill a vacancy on the Board. He is
Chief Financial Officer and Executive Vice-President of Finance and
Administration of E*TRADE Group, Inc. Mr. Purkis previously served as Chief
Financial Officer for Iomega Corporation from 1995 to 1998. Prior to joining
Iomega, he served in numerous senior level domestic and international finance
positions for General Electric Co. and its subsidiaries, cultivating his career
there as senior vice-president, finance, for GE Capital Fleet Services. A
native of Cardiff, Wales, Mr. Purkis is a graduate of the Institute of
Chartered Accountants in England and Wales, and began his career as an audit
manager at Coopers & Lybrand.

         Paul E. Risner, 43, was appointed Vice President and General Counsel
in November 2000. From March 1999 to November 2000, Mr. Risner was Of Counsel
to the law firm of Baker, Donelson, Bearman & Caldwell, where his practice
concentrated on health law, healthcare information and technology law and
eBusiness. Prior thereto, he was Vice President of Legal Affairs at Sarasota
Memorial Health System. Mr. Risner received his B.A. degree from Jacksonville
University and his J.D. degree from the University of Florida College of Law.

         Todd Steele, 27, has served as our Chief Financial Officer since April
2001, and as our Vice President of Finance since August 2000. From October


                                       1
<PAGE>   3


1999 to August 2001, he was our Director of Finance. From June 1998 to October
1999, Mr. Steele was Manager of Strategic Enablement Services at American
Express, and from May 1997 to June 1998, served as a Financial Analyst for the
New York Times Company. From October 1994 to May 1997, Mr. Steele was an
auditor for Ernst and Young LLP. Mr. Steele holds a BA in Business Economics
from the University of California, Los Angeles.

Section 16(a) Beneficial Ownership Reporting Compliance

         The members of the Board of Directors, the executive officers of
PlanetRx.com and persons who hold more than 10% of PlanetRx.com's outstanding
Common Stock are subject to the reporting requirements of Section 16(a) of the
Securities Exchange Act of 1934, as amended, which require them to file reports
with respect to their ownership of PlanetRx.com's Common Stock and their
transactions in such Common Stock. Based upon (i) the copies of Section 16(a)
reports that PlanetRx.com received from such persons for their 2000 fiscal year
transactions in the Common Stock and their Common Stock holdings and (ii) the
written representations received from one or more of such persons that no
annual Form 5 reports were required to be filed by them for the 2000 fiscal
year, PlanetRx.com believes that all reporting requirements under Section 16(a)
for such fiscal year were met in a timely manner by its executive officers,
Board members and greater than ten-percent stockholders, except that Steve
Palmer's Form 3 was filed approximately four months late.

ITEM (11).        Executive Compensation

Director Compensation

         Except for grants of stock options and the reimbursement of expenses
incurred in connection with attendance of Board or committee meetings,
directors of PlanetRx.com generally do not receive compensation for services
provided as a director or for committee participation or special assignments of
the Board of Directors.

         Non-employee Board members are eligible for option grants pursuant to
the provisions of the 1999 Director Stock Option Plan. Under the 1999 Director
Stock Option Plan, each individual who first becomes a non-employee Board
member after the date of PlanetRx.com's initial public offering will be granted
an option ("Initial Option") to purchase 25,000 shares of Common Stock on the
date such individual joins the Board, provided such individual has not been in
the prior employ of PlanetRx.com. Each Initial Option vests over four years,
with 25% of the option shares vesting upon the completion of 12 months of
service and the balance of the option shares vesting in equal monthly
installments upon the completion of each of the next 36 months of service. In
addition, at each Annual Meeting of Stockholders, beginning in 2000, each
individual who will continue to be a director after such Annual Meeting will
receive an additional option ("Annual Option") to purchase 10,000 shares of
Common Stock. Each director who received an Initial Option under the 1999
Director Stock Option Plan will not receive the Annual Option in the same
calendar year. The Annual Option will vest monthly over the one-year period
after the option grant date. The exercise price for each option grant will be
equal to the fair market value per share of Common Stock on the option grant
date.

         Directors are eligible to receive options and be issued shares of
Common Stock directly under the 1999 Equity Incentive Plan and directors who


                                       2
<PAGE>   4


are also employees of PlanetRx.com are also eligible to participate in
PlanetRx.com's Employee Stock Purchase Plan.

                         COMPENSATION COMMITTEE REPORT

         The Compensation Committee of PlanetRx.com's Board of Directors (the
"Compensation Committee" or the "Committee") has the exclusive authority to
establish the level of base salary payable to the Chief Executive Officer
("CEO") and certain other executive officers of PlanetRx.com and to administer
PlanetRx.com's 1999 Equity Incentive Plan and Employee Stock Purchase Plan. In
addition, the Committee has the responsibility for approving the individual
bonus programs for the CEO and certain other executive officers. The Committee,
composed of non-employee directors, periodically evaluates the effectiveness of
the compensation program in linking Company performance and executive pay.
Additionally, the Committee is routinely consulted to approve the compensation
package of a newly hired executive or of an executive whose scope of
responsibility has changed significantly.

         For the fiscal year ended December 31, 2000, the process used by the
Committee to determine executive officer compensation levels was based on the
subjective judgment of the Committee. Among the factors considered by the
Committee were the recommendations of the CEO with respect to the compensation
of PlanetRx.com's key executive officers. However, the Committee made the final
compensation decisions concerning such officers.

         General Compensation Policy.  The objective of PlanetRx.com's
executive compensation program is to align executive compensation with
PlanetRx.com's long and short-term business objectives and performance. The
following specific strategies are used to guide PlanetRx.com's executive
compensation decisions:

                  Risk and Reward.  A significant portion of an executive's
                  compensation should be tied to their performance and
                  contributions to the success of PlanetRx.com.

                  Pay for Performance.  If an executive performs at a higher
                  level, then the executive should be rewarded with a higher
                  level of compensation. Similarly, if performance is below
                  minimum expectations, then there should be a lower level of
                  compensation, or there may be no variable compensation.

                  Compensate Competitively.  PlanetRx.com compares its
                  compensation programs to those of other companies of
                  comparable size and in similar industries, and more recently,
                  in similar situations (i.e., in the process of considering
                  liquidation), and establishes compensation programs that are
                  substantially at market.

         During 2000, PlanetRx.com's executive compensation program included
these key elements:

                  Base Salary.  PlanetRx.com established the base salaries of
                  its executives based on competitive market practices derived
                  from comparisons with companies of similar size and in
                  similar industries. Additionally, each executive's base pay
                  was positioned relative to the total compensation package,
                  including


                                       3
<PAGE>   5


                  cash incentives and equity-based incentives. More recently,
                  the company's compensation programs have been focused on the
                  retention of key executives to manage the Company's
                  transition from an operating business.

                  Bonus.  PlanetRx.com establishes bonus programs for its
                  executives in conjunction with individual performance
                  objectives as well as company milestones.

                  Equity-Based Incentives.  Messrs. Razzouk, Beindorff,
                  Goldman, McAlpin, Naythons, Steele and Ms. Schear Tilenius
                  each received stock option grants in 2000 either as a
                  component of their initial compensation agreement or for
                  individual performance achievements. Options that were not
                  exercised within 30 days of an executive's termination date
                  have expired. The foregoing grants were made at prices below
                  fair market value. The number of stock option shares that are
                  granted to individual executives is based on demonstrated
                  performance and independent survey data reflecting competitive
                  market practice.

         CEO Compensation.  The annual base salary for Mr. Razzouk, who was
PlanetRx.com's Chief Executive Officer until April 13, 2000, was $160,000. On
March 13, 2000, Mr. Razzouk received a stock option grant for 50,000 shares at
an exercise price of $68.00 per share, below the fair market value at the time
of grant. The stock option grant was a result of individual performance
achievement.

         On April 13, 2000, Mr. Beindorff assumed the position of Chief
Executive Officer at an annual base salary of $300,000. On March 14, 2000, Mr.
Beindorff received a stock option grant for 18,750 shares at an exercise price
of $57.84 per share, below the fair market value at the time of the grant. On
April 17, 2000, Mr. Beindorff also received a stock option grant for 93,750
shares at an exercise price of $20.40 per share, below the fair market value at
the time of the grant. The stock option grants were a result of individual
performance achievement.

         The bonuses paid to the Chief Executive Officer for the fiscal year
were (i)based on guarantees in his employment agreement and (ii)a retention
bonus. See "Summary Compensation Table." During 1999, in connection with Mr.
Beindorff's employment agreement, the Company made a full-recourse loan to Mr.
Beindorff in the amount of $700,000, bearing interest at 8.25% per annum,
payable over three years. This loan was forgiven during 2000. See "Certain
Relationships and Related Transactions."

         Tax Limitation.   Under the federal tax laws, a publicly-held company
such as PlanetRx.com will not be allowed a federal income tax deduction for
compensation paid to certain executive officers to the extent that compensation
exceeds $1 million per officer in any year. However, we may from time to time
pay compensation to our executive officers that may not be deductible.

                                     Compensation Committee
                                     David M. Beirne
                                     Michael Moritz
                                     Len Purkis


                                       4
<PAGE>   6


Compensation Committee Interlocks and Insider Participation

         The Compensation Committee of PlanetRx.com's Board of Directors was
formed in July of 1999, and the members of the Compensation Committee are
Messrs. Beirne, Moritz and Purkis. None of these individuals was at any time
during fiscal 2000, or at any other time, an officer or employee of
PlanetRx.com. No executive officer of PlanetRx.com serves as a member of the
board of directors or compensation committee of any entity that has one or more
executive officers serving as a member of PlanetRx.com's Board of Directors or
Compensation Committee.


                                       5
<PAGE>   7


Executive Compensation

         The following Summary Compensation Table sets forth the compensation
earned by PlanetRx.com's Chief Executive Officer and the four other most highly
compensated executive officers who were serving as such as of December 31, 2000
(collectively, the "Named Officers"), each of whose aggregate compensation for
fiscal 2000 exceeded $100,000 for services rendered in all capacities to
PlanetRx.com and its subsidiaries for that fiscal year.

                           Summary Compensation Table


<TABLE>
<CAPTION>
                                                                                                         Long-Term
                                                    Annual Compensation                             Compensation Awards
                                 ----------------------------------------------------------  ---------------------------------
                                                                                                * Net
                                                                                               Number of
                                                                                 Restricted    Securities
Name & Principal      Fiscal                                   Other Annual        Stock       Underlying        All Other
Position               Year       Salary($)     Bonus($)      Compensation($)    Awards($)     Options(1)     Compensations($)
----------------      ------     ----------    ----------     ---------------    ----------    ----------     ----------------

<S>                   <C>        <C>           <C>            <C>                <C>           <C>            <C>
Michael Beindorff      2000         300,000       137,500       2,500,000(3)          -0-        112,500         700,000(4)
Chairman and CEO(2)    1999          75,000           -0-              -0-         3,125         124,999              -0-
                       1998             -0-           -0-              -0-            -0-             -0-             -0-
William J. Razzouk     2000      105,897.50     99,999.90              -0-            -0-         50,000              -0-
Chairman and CEO(5)    1999         160,000    139,999.86              -0-            -0-         37,500          22,000(6)
                       1998       47,878.74        47,879              -0-            -0-        226,125              -0-
Allan Goldman          2000      192,504.94     13,874.99         350,000(3)          -0-         13,125              -0-
Senior Vice            1999      154,583.53           -0-              -0-            -0-         21,874              -0-
President of           1998             -0-           -0-              -0-            -0-         12,500              -0-
Merchandising(7)

John McAlpin           2000      210,576.99        17,500         400,000(3)          -0-         28,125              -0-
President and Chief    1999      117,730.73           -0-              -0-            -0-         18,750              -0-
Operating Officer      1998          30,000           -0-              -0-            -0-         25,000              -0-

Matthew Naythons,      2000      167,615.35        12,750         400,000(3)          -0-          9,375              -0-
M.D.                   1999      136,458.30           -0-              -0-            -0-         20,454              -0-
Vice President of      1998             -0-           -0-              -0-            -0-         24,750              -0-
Editorial &
Publisher(8)

Todd Steele            2000      129,192.26      7,187.50          40,000(3)          -0-          3,750              -0-
Vice President,        1999       22,159.09           -0-              -0-            -0-          2,000              -0-
Finance                1998             -0-           -0-              -0-            -0-             -0-             -0-

Stephanie Schear       2000      203,134.67     17,062.50         450,000(3)          -0-         21,875              -0-
Tilenius               1999      114,999.96           -0-              -0-            -0-          6,250              -0-
Senior Vice            1998       23,939.37           -0-              -0-       160,000              -0-       3,909.45(6)
President of
Business
Development &
Sales(9)
</TABLE>

---------

         (1)      Adjusted for a 1-for-8 reverse stock split effective December
                  4, 2000.

         (2)      Mr. Beindorff was appointed as the Company's Chief Executive
                  Officer on April 13, 2000.

         (3)      Retention Bonus.

         (4)      During 1999, in connection with his employment agreement, the
                  Company made a full-recourse loan to Mr. Beindorff in the
                  amount of $700,000, bearing interest at 8.25% per annum,
                  payable over three years. This loan was forgiven during 2000.
                  See "Certain Relationships and Related Transactions."

         (5)      Mr. Razzouk served as the Company's Chief Executive Officer
                  from September 1998 to April 13, 2000, and Chairman until
                  July 31, 2000.

         (6)      Relocation expenses.


                                       6
<PAGE>   8


         (7)      Mr. Goldman served as the Company's Senior Vice President of
                  Merchandising from December 21, 1998 until November 3, 2000.

         (8)      Dr. Naythons served as the Company's Vice President of
                  Editorial and Publisher until January 31, 2001.

         (9)      Ms. Schear Tilenius served as the Company's Senior Vice
                  President of Business Development & Sales until November 9,
                  2000.

         The following table contains information concerning the stock option
grants made to each of the Named Officers for the fiscal year ended December
31, 2000. No stock appreciation rights were granted during such year.

                       OPTION GRANTS IN LAST FISCAL YEAR


<TABLE>
<CAPTION>
                                         Individual Grants(1)
                                        ----------------------
                                        % of Total
                         Number of       Options      Exercise                      Potential Realizable Value at Assumed
                         Securities     Granted to     Price                             Annual Rates of Stock Price
                         Underlying     Employees       Per                             Appreciation for Option Term(4)
                          Options       in Fiscal      Share      Expiration        -------------------------------------
    Name                 Granted(2)      Year(3)       ($)(2)        Date           0%($)          5%($)          10%($)
    ----                 ----------     ----------    --------    ----------        -----          -----          ------

<S>                      <C>            <C>           <C>         <C>               <C>           <C>             <C>
Michael Beindorff          18,750         2.45         57.84        3/14/10         434,250       1,389,384       2,854,746
                           93,750        12.26         20.40        4/17/10         900,000       2,668,766       5,382,401

William J.                 50,000         6.54         68.00        3/14/10         650,000       3,197,023       7,104,657
Razzouk(5)

Allan Goldman (6)           9,375         1.23         57.84        3/14/10         217,125         694,692       1,427,373
                            3,750          .49         20.40        4/17/10          36,000         106,751         215,296

John McAlpin               15,625         2.04         57.84        3/14/10         361,875       1,157,820       2,378,955
                           12,500         1.63         20.40        4/17/10         120,000         355,835         717,653

Matthew Naythons,           6,250          .82         57.84        3/14/10         144,750         463,128         951,582
M.D. (7)                    3,125          .41         20.40        4/17/10          30,000          88,959         179,413

Todd Steele                 1,250          .16         57.84        3/14/10          28,950          92,626         190,316
                            2,500          .33         20.40        4/17/10          24,000          71,167         143,531

Stephanie Schear           12,500         1.63         57.84        3/14/10         289,500         926,256       1,903,164
Tilenius (8)                9,375         1.23         20.40        4/17/10          90,000         266,877         538,240
</TABLE>

---------

         (1)      The options disclosed in the table were granted in 2000 under
                  the Company's 1999 Equity Incentive Plan. The exercise price
                  for each option may be paid in cash, in shares of Common
                  Stock valued at fair market value on the exercise date or
                  through a cashless exercise procedure involving a same-day
                  sale of the purchased shares. PlanetRx.com may also finance
                  the option exercise by loaning the optionee sufficient funds
                  to pay the exercise price for the purchased shares, together
                  with any federal and state income tax liability incurred by
                  the optionee in connection with such exercise. The plan
                  administrator has the discretionary authority to reprice the
                  options through the cancellation of those options and the
                  grant of replacement options with an exercise price based on
                  the fair market value of the option


                                       7
<PAGE>   9


                  shares on the regrant date. The options have a maximum term of
                  10 years measured from the option grant date, subject to
                  earlier termination in the event of the optionee's cessation
                  of service with PlanetRx.com. Except as otherwise noted, the
                  options listed in the table become exercisable and vested for
                  25% of the shares after one year of service from the
                  designated vesting start date and for the balance of the
                  shares in a series of 36 equal monthly installments from the
                  first anniversary of the designated vesting start date. Under
                  each of the options, the option shares will vest upon an
                  acquisition of PlanetRx.com by merger or asset sale, unless
                  the acquiring company assumes the options. Each option shall
                  fully vest if the Company is subject to a change in control
                  before the optionee terminates service and the Company's
                  repurchase right is not assigned to the entity that employs
                  the optionee immediately after the change in control.

         (2)      Adjusted for a 1-for-8 reverse stock split effective December
                  4, 2000.

         (3)      Based on an aggregate of 764,770 options granted in the
                  fiscal year.

         (4)      The 5% and 10% assumed annual rates of compounded stock price
                  appreciation are mandated by rules of the Securities and
                  Exchange Commission. There can be no assurance provided to
                  any executive officer or any other holder of PlanetRx.com's
                  securities that the actual stock price appreciation over the
                  10-year option term will be at the assumed 5% and 10% levels
                  or at any other defined level. Unless the market price of the
                  Common Stock appreciates over the option term, no value will
                  be realized from the option grants made to the executive
                  officers.

         (5)      Mr. Razzouk served as the Chief Executive Officer of
                  PlanetRx.com until April 13, 2000, and Chairman until July
                  31, 2000.

         (6)      Mr. Goldman served as the Company's Senior Vice President of
                  Merchandising from December 21, 1998 until November 3, 2000.

         (7)      Dr. Naythons served as the Company's Vice President of
                  Editorial and Publisher until January 31, 2001.

         (8)      Ms. Schear Tilenius served as the Company's Senior Vice
                  President of Business Development & Sales until November 9,
                  2000.

         The following table sets forth information concerning option exercises
in fiscal year 2000 and option holdings as of December 31, 2000 with respect to
each of the Named Officers. No stock appreciation rights were outstanding at
the end of that year and none was exercised during fiscal year 2000 by the
Named Officers.


                                       8
<PAGE>   10


              AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND
                         FISCAL YEAR-END OPTION VALUES


<TABLE>
<CAPTION>
                                             Value
                                             Realized($)         Number of Securities          Value of Unexercised
                                             (Market Price       Underlying Unexercised        in-the-Money Options at
                            Shares           at Exercise         Options at FY-End(1)          FY-End($)(2)
                            Acquired         Less Exercise       -----------------------       -----------------------
Name                        on Exercise      Price               Vested         Unvested       Vested         Unvested
----                        -----------      -------------       ------         --------       ------         --------

<S>                         <C>              <C>                 <C>            <C>            <C>            <C>
Michael Beindorff                -0-                 -0-           77,171        153,384          -0-            -0-
William J. Razzouk(3)            -0-                 -0-            5,208         44,792          -0-            -0-
Allan Goldman(4)              5,208          $17,446.80             6,197         19,427          -0-            -0-
                                521             $833.60
John McAlpin                     -0-                 -0-            7,421         39,454          -0-            -0-
Matthew Naythons, M.D.(5)        -0-                 -0-            3,905         21,094          -0-            -0-
Todd Steele                      -0-                 -0-            1,259          4,491          -0-            -0-
Stephanie Schear                 -0-                 -0-            5,077         23,048          -0-            -0-
  Tilenius(6)
</TABLE>

---------

                  (1)      Adjusted for a 1-for-8 reverse stock split
                           effective December 4, 2001. The options are
                           immediately exercisable, but any shares purchased
                           under those options will be subject to repurchase by
                           the Company at the original exercise price paid per
                           share, if the optionee ceases service with the
                           Company before vesting in such shares. The heading
                           "Vested" refers to shares that are no longer subject
                           to repurchase; the heading "Unvested" refers to
                           shares subject to repurchase as of December 31,
                           2000.

                  (2)      Based on the fair market value of PlanetRx.com's
                           Common Stock at December 31, 2000, $.2812 per share
                           less the exercise price payable for such shares.

                  (3)      Mr. Razzouk served as the Chief Executive Officer of
                           PlanetRx.com until April 13, 2000, and Chairman until
                           July 13, 2000.

                  (4)      Mr. Goldman served as the Company's Senior Vice
                           President of Merchandising from December 21, 1998
                           until November 3, 2000.

                  (5)      Dr. Naythons served as the Company's Vice President
                           of Editorial and Publisher until January 31, 2001.

                  (6)      Ms. Schear Tilenius served as the Company's Senior
                           Vice President of Business Development & Sales until
                           November 9, 2000.


                                       9
<PAGE>   11


Employment Contracts and Change in Control Arrangements

         All options and other awards granted under the Company's 1999 Equity
Incentive Plan, including options granted to the Company's executive officers,
will become fully vested if a change in control of PlanetRx.com occurs, unless
the options or awards are assumed by the surviving corporation or its parent or
if the surviving corporation or its parent substitutes comparable options or
awards for options or awards granted under the Company's plan. Also, under the
1999 Equity Incentive Plan, if an optionee is involuntarily terminated within
12 months following a change in control, the vesting of his or her option or
restricted stock award will fully accelerate.

         Michael Beindorff became the Chief Executive Officer of PlanetRx.com in
April 2000 and Chairman of the Board in August 2000. Pursuant to the Company's
agreement with Mr. Beindorff, he received an annual base salary of $300,000 and
quarterly guaranteed bonuses of $25,000 during 2000. In addition, he received a
one-time retention bonus in the amount of $2,500,000. During the second and
third quarters of 2000, the Company forgave a $700,000 loan made to Mr.
Beindorff. See "Certain Relationships and Related Transactions." On March 14,
2000, Mr. Beindorff was granted stock options for 18,750 shares at an exercise
price of $57.84 per share, and on April 17, 2000, he was granted stock options
for 93,750 shares at an exercise price of $20.40 per share. In both instances,
the grant price was below the fair market value of the shares at the time of the
grant.

                                      10
<PAGE>   12


Stock Performance Graph

         The graph set forth below compares the cumulative total stockholder
return on PlanetRx.com's Common Stock between October 7, 1999 (the date
PlanetRx.com's Common Stock commenced public trading) and December 31, 2000
with the cumulative total return of (i) the Nasdaq Composite Index and (ii) the
Morgan Stanley High Tech 35 Index, over the same period. This graph assumes the
investment of $100.00 on October 7, 1999 in PlanetRx.com's Common Stock, the
Nasdaq Composite Index and the Morgan Stanley High Tech 35 Index, and assumes
the reinvestment of dividends, if any.

         The comparisons shown in the graph below are based upon historical
data. PlanetRx.com cautions that the stock price performance shown in the graph
below is not indicative of, nor intended to forecast, the potential future
performance of PlanetRx.com's Common Stock. Information used in the graph was
obtained from www.nasdaq.com, a source believed to be reliable, but
PlanetRx.com is not responsible for any errors or omissions in such
information.

                     Comparison of Cumulative Total Return
              Among Planetrx.Com, Inc., The Nasdaq Composite Index
                   and The Morgan Stanley High Tech 35 Index


                                 PlanetRx.com
<TABLE>
<CAPTION>
Date                       Close                      Dollars
<S>                        <C>                        <C>
Oct. 7, 99                 208                        100
Nov. 1, 99                 165.5                       79.57
Dec. 1, 99                 156                         75.00
Jan. 3, 00                 107.5                       51.68
Feb. 1, 00                 124                         59.62
March 1, 00                 87.5                       42.07
April 3, 00                 50                         24.04
May 1, 00                   24.5                       11.78
June 1, 00                  18                          8.65
July 3, 00                  12                          5.77
Aug. 1, 00                   7.75                       3.73
Sept. 1, 00                  6.125                      2.94
Oct. 2, 00                   3.5                        1.68
Nov. 1, 00                   2.75                       1.77
Dec. 1, 00                   1                           .48
Jan. 2, 01                    .3125                      .15
Feb. 1, 01                    .5312                      .26
March 1, 01                   .3594                      .17
March 30, 01                  .2812                      .14
</TABLE>


                                     Nasdaq
<TABLE>
<CAPTION>
Date                       Close                      Dollars
<S>                        <C>                        <C>
Oct. 7, 99                 2860.7                     100
Nov. 1, 99                 2967.65                    103.7386
Dec. 1, 99                 3353.71                    117.2339
Jan. 3, 00                 4131.15                    114.4105
Feb. 1, 00                 4051.98                    141.643
Mar. 1, 00                 4784.08                    167.2346
April 3, 00                4223.68                    147.645
May 1, 00                  3958.08                    138.3605
June 1, 00                 3582.5                     125.2316
July 3, 00                 3391.93                    139.5438
Aug. 1, 00                 3685.52                    128.8328
Sep. 1, 00                 4234.33                    148.0173
Oct. 2, 00                 3568.9                     124.7562
Nov. 1, 00                 3333.39                    116.5236
Dec. 1, 00                 2645.29                     92.47002
Jan. 2, 01                 2291.86                     80.11536
Feb. 1, 01                 2782.79                     97.27654
March 1, 01                2183.37                     76.32293
March 30, 01               1840.26                     64.32901
</TABLE>


                          Morgan Stanley High Tech 35
<TABLE>
<CAPTION>
Date                       Close                      Dollars
<S>                        <C>                        <C>
Oct. 7, 99                  638.895                   100
Nov. 1, 99                  660.635                   103.4028
Dec. 1, 99                  782.39                    122.4599
Jan. 3, 00                  950.17                    148.7208
Feb. 1, 00                  903.05                    141.3456
March 1, 00                1049.825                   164.3189
April 3, 00                1008.21                    157.8053
May 1, 00                   982.37                    153.7608
June 1, 00                  957.8                     149.9151
July 3, 00                 1027.81                    160.8731
Aug. 1, 00                  966.88                    151.3363
Sep. 1, 00                 1115.3                     174.567
Oct. 2, 00                  942.33                    147.4937
Nov. 1, 00                  919.12                    143.8609
Dec. 1, 00                  729.47                    114.1768
Jan. 2, 01                  628.03                     98.29941
Feb. 1, 01                  787.75                    123.2988
March 1, 01                 607.94                     95.15492
March 30, 01                524.28                     82.06043
</TABLE>

         PlanetRx.com effected its initial public offering of Common Stock on
October 7, 1999 at a price of $128 per share. The graph above, however,
commences with the closing price of $208 per share on October 7, 1999--the date
PlanetRx.com's Common Stock commenced public trading.

         Notwithstanding anything to the contrary set forth in any of
PlanetRx.com's previous or future filings under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, that might
incorporate this Proxy Statement or future filings made by PlanetRx.com under
those statutes, the Compensation Committee Report and Stock Performance Graph
shall not be deemed filed with the Securities and Exchange Commission and shall
not be deemed incorporated by reference into any of those prior filings or into
any future filings made by PlanetRx.com under those statutes.

ITEM (12).        STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth the beneficial ownership of
PlanetRx.com's Common Stock as of March 31, 2001 for:

         -        each person who is known by us to beneficially own more than
                  5% of our Common Stock;

         -        each of our Named Executive Officers;

         -        each of our directors; and

         -        all of our directors and executive officers as a group.


                                      11
<PAGE>   13


         Except as otherwise indicated, we believe that the beneficial owners
of the Common Stock listed below, based on information furnished by such
owners, have sole voting and investment power with respect to such shares. The
percentage of beneficial ownership for the following table is based on
6,124,808 shares of Common Stock outstanding as of March 31, 2001 assuming the
exercise of all outstanding warrants and similar purchase rights. Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission and generally includes voting or investment power with
respect to securities. Common Stock subject to options currently exercisable
within 60 days of March 31, 2001 are deemed outstanding for purposes of
computing the percentage ownership of the person holding such option but are
not deemed outstanding for purposes of computing the percentage ownership of
any other person. Except where indicated, and subject to community property
laws where applicable, the persons in the table below have sole voting and
investment power with respect to all Common Stock shown as beneficially owned
by them.


<TABLE>
<CAPTION>
                                                        Number of Shares             Percentage of Shares
Name of Beneficial Owner(1)                             Beneficially Owned(2)        Beneficially Owned
--------------------------------                        ---------------------        --------------------
<S>                                                     <C>                          <C>
Executive Officers and Directors
         Michael Beindorff                                   108,974 (3)                   1.8%
         William J. Razzouk(4)                                    -0-                          *
         David M. Beirne                                     674,041 (5)                  11.0%
         Allan Goldman(6)                                         -0-                          *
         Michael Moritz                                      666,872 (7)                  10.9%
         John McAlpin                                         50,194 (8)                       *
         Matthew Naythons M.D.(9)                              2,343                           *
         Len Purkis                                           78,636(10)                   1.3%
         Todd Steele                                           2,198(11)                       *
         Stephanie Schear Tilenius(12)                            -0-                          *
Stockholders:

Benchmark Capital (affiliated entities)(13)                  666,872                      10.9%
     2480 Sand Hill Road, Suite 200
     Menlo Park, California 94025
Sequoia Capital (affiliated entities)(14)                    666,872                      10.9%
     3000 Sand Hill Road
     Building 4, Suite 280
     Menlo Park, CA 94025
Express Scripts, Inc.
     13900 Riverport Drive                                 1,096,248                      17.9%
     St. Louis, MO 63043
All executive officers
     and directors as a group                              1,583,649                     25.9%
     (8 persons)(15)
</TABLE>

---------

*        Represents beneficial ownership of less than 1%.


                                      12
<PAGE>   14


(1)      Unless otherwise indicated, the address of each of the individuals
         listed in the table is c/o PlanetRx.com, Inc., 6399 Shelby View Drive,
         Memphis, TN 38134.

(2)      All numbers have been adjusted as necessary to reflect the 1-for-8
         reverse stock split effective December 4, 2000.

(3)      Includes options for 104,461 shares exercisable within 60 days of
         March 31, 2001.

(4)      Mr. Razzouk served as a director until August, 2000 and Chief Executive
         Officer of PlanetRx.com until April, 2000.

(5)      Includes 666,872 shares held by Benchmark Capital Partners II, L.P. as
         nominee for Benchmark Capital Partners II, L.P., Benchmark Founders'
         Fund II, L.P., Benchmark Founders' Fund II-A, L.P. and Benchmark
         Members' Fund II, L.P. Mr. Beirne serves as chairman of Ramsey/Beirne
         Associates, is a managing member of Benchmark Capital Management Co.
         II, LLC, the general partner of Benchmark Capital Partners II, L.P.,
         Benchmark Founders' Fund II, L.P., Benchmark Founders' Fund II-A, L.P.
         and Benchmark Members' Fund II, L.P. and is a director of PlanetRx.com.
         He disclaims beneficial ownership of the shares held by Ramsey/Beirne
         Associates and the Benchmark funds, except 919 shares and to the extent
         of his pecuniary interest therein.

(6)      Mr. Goldman served as the Company's Senior Vice President of
         Merchandising from December 21, 1998 until November 3, 2000.

(7)      Includes:

         -        604,387 shares held by Sequoia Capital VIII;

         -        7,669 shares held by Sequoia International Technology
                  Partners VIII;

         -        40,012 shares held by Sequoia International Technology
                  Partners VIII (Q);

         -        13,337 shares held by CMS Partners, LLC; and

         -        1,467 shares held by Sequoia 1997.

         Mr. Moritz is a general partner of Sequoia Capital and a director of
         PlanetRx.com. He disclaims beneficial ownership of the shares held by
         the entities except to the extent of his proportionate interest
         therein.

(8)      Includes options for 25,194 shares exerciseable within 60 days of
         March 31, 2001.

(9)      Dr. Naythons served as the Company's Vice President of Editorial and
         Publisher until January 31, 2001.

(10)     Includes 78,636 shares held by the E*Trade Group, Inc. Mr. Purkis is
         Chief Financial Officer of the E*Trade Group, Inc. and a director of
         PlanetRx.com. He disclaims beneficial ownership of the shares held by
         the E*Trade Group, Inc.


                                      13
<PAGE>   15


(11)     Includes options for 2,198 shares exercisable within 60 days of March
         31, 2001.

(12)     Ms. Schear Tilenius served as the Company's Senior Vice President of
         Business Development & Sales until November 9, 2000.

(13)     Consists of 666,872 shares held by Benchmark Capital Partners II, L.P.
         as nominee for Benchmark Capital Partners II, L.P., Benchmark Founders'
         Fund II, L.P., Benchmark Founders' Fund II-A, and Benchmark Members'
         Fund II, L.P.

(14)     Consists of:

         -        604,387 shares held by Sequoia Capital VIII;

         -        7,669 shares held by Sequoia International Technology
                  Partners VIII;

         -        40,012 shares held by Sequoia International Technology
                  Partners VIII (Q);

         -        13,337 shares held by CMS Partners, LLC; and

         -        1,467 shares held by Sequoia 1997.

(15)     Includes options for 134,587 shares exercisable within 60 days of March
         31, 2001. Does not include shares owned by William J. Razzouk, Allan
         Goldman, Stephanie Schear Tilenius and Matthew Naythons, none of whom
         were executive officers or directors as of March 31, 2001.


                                      14
<PAGE>   16


ITEM (13).        CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         PlanetRx.com's Certificate of Incorporation limits the liability of
its directors for monetary damages arising from a breach of their fiduciary
duty as directors, except to the extent otherwise required by the Delaware
General Corporation Law. Such limitation of liability does not affect the
availability of equitable remedies such as injunctive relief or rescission.

         PlanetRx.com's bylaws provide that PlanetRx.com shall indemnify its
directors and officers to the fullest extent permitted by Delaware law,
including in circumstances in which indemnification is otherwise discretionary
under Delaware law. PlanetRx.com has also entered into indemnification
agreements with its officers and directors containing provisions that may
require PlanetRx.com, among other things, to indemnify such officers and
directors against certain liabilities that may arise by reason of their status
or service as directors or officers and to advance their expenses incurred as a
result of any proceeding against them as to which they could be indemnified.

         In October 1999, PlanetRx.com completed a series of agreements with
Express Scripts, Inc. (which owns more than 5% of the Company's stock) and its
wholly owned subsidiary, YourPharmacy.com. Under the agreements, the Company
issued 1,296,000 shares of common stock, valued at approximately $168.0
million, to Express Scripts, in exchange for selected assets totaling $86,000
and liabilities totaling $3.4 million of YourPharmacy.com. The total purchase
price of approximately $190.0 million also consisted of the estimated fair
value of 226,000 options to purchase PlanetRx.com common stock in exchange for
outstanding YourPharmacy.com options, as well as direct acquisition costs. In
June 2000, the agreement with Express Scripts, Inc. was restructured. Under the
new agreement, which eliminated the Company's annual $14.6 million payments to
Express Scripts, PlanetRx.com paid marketing expenses of $3.7 million, as well
as a one-time contract termination fee of $4.3 million. For more information,
see "Management's Discussion and Analysis of Financial Statements and Results
of Operations."

         During 1999, in connection with the employment agreement of Michael
Beindorff, now Chairman of the Board and Chief Executive Officer of
PlanetRx.com, the Company made a full-recourse loan to Mr. Beindorff in the
amount of $700,000, bearing interest at 8.25% per annum, payable over three
years. The largest aggregate amount of indebtedness outstanding during 2000 was
$700,000. During the second quarter of 2000, the Company forgave $250,000 of
this note. During the third quarter of 2000, the Company forgave the remaining
balance of $500,000 plus accrued interest. The Company treated the amounts
forgiven as compensation expense. See "Summary Compensation Table."


                                      15
<PAGE>   17


                                    PART IV


ITEM (14).        EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
                  FORM 8-K

(a)      The following documents are filed as part of this report:

(2)      Exhibits are filed with this report as indicated below (numbered in
accordance with Item 601 of Regulation S-K):

<TABLE>
<CAPTION>
Exhibit
Number                  Description
<S>                     <C>
3.3                     Amendment to Restated Certificate of Incorporation of
                        the registrant.
</TABLE>


<PAGE>   18


                                   SIGNATURES

                       (Amending Form 10-K filed 4-17-01)


         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                             PLANETRX.COM, INC.

                                             By: /s/ Michael Beindorff
                                             ----------------------------------
                                             Michael Beindorff
                                             Chairman of the Board of
                                             Directors and Chief Executive
                                             Officer

         Pursuant to the requirements of the Securities and Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.


<TABLE>
<CAPTION>
     Signature                           Title                                            Date
<S>                                      <C>                                          <C>
/s/ Michael Beindorff                    Chief Executive Officer and Chairman of      April 17, 2001
------------------------                 the Board of Directors
Michael Beindorff

/s/ Todd Steele                          Chief Financial Officer                      April 17, 2001
-----------------------
Todd Steele

/s/ David M. Beirne                      Director                                     April 17,2001
-----------------------
David M. Beirne

/s/ Michael Moritz                       Director                                     April 17, 2001
-----------------------
Michael Moritz

/s/ Len Purkis                           Director                                     April 17, 2001
-----------------------
Len Purkis
</TABLE>


                                   SIGNATURES

         Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                             PLANETRX.COM, INC.

                                             By: /s/ Michael Beindorff
                                             ----------------------------------
                                             Michael Beindorff
                                             Chairman of the Board of
                                             Directors and Chief Executive
                                             Officer


<PAGE>   19


                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit
Number              Description
<S>                 <C>
3.3                 Certificate of Amendment to Restated Certificate of
                    Incorporation of the registrant.
</TABLE>