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As filed with the Securities and Exchange Commission on June 13, 1996
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
INFOSEEK CORPORATION
(Exact name of registrant as specified in its charter)
CALIFORNIA 77-0353450
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
2620 AUGUSTINE DRIVE, SUITE 250
SANTA CLARA, CALIFORNIA 95054
(Address of principal executive offices) (Zip Code)
1996 STOCK OPTION/STOCK ISSUANCE PLAN
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
ROBERT E.L. JOHNSON, III
PRESIDENT AND CHIEF EXECUTIVE OFFICER
INFOSEEK CORPORATION
2620 AUGUSTINE DRIVE, SUITE 250
SANTA CLARA, CALIFORNIA 95054
(Name and address of agent for service)
(Telephone number, including area code, of agent for service)
(408) 567-2700
CALCULATION OF REGISTRATION FEE
========================================================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) per Share(2) Price(2) Fee
---------- ---------- --------- ----- ---
1996 Stock Option/Stock
Issuance Plan:
Options to purchase Common Stock 5,625,000 N/A N/A N/A
Common Stock 5,625,000 shares $12.00 $67,500,000_ $23,275.82
Employee Stock Purchase Plan:
Common Stock 187,500 shares $12.00 $2,250,000 $ 775.86
========================================================================================================================
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1996 Stock Option/Stock
Issuance Plan and/or the Employee Stock Purchase Plan by reason of any
stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration which results
in an increase in the number of the outstanding shares of Common Stock
of Infoseek Corporation.
(2) Calculated solely for purposes of this offering under Rule 457(h) of
the Securities Act of 1933, as amended, on the basis of the fair market
value per share of Common Stock of Infoseek Corporation on
June 11, 1996.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Infoseek Corporation (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):
(a) The Registrant's prospectus filed with the SEC pursuant to
Rule 424(b) of the Securities Act of 1933, as amended (the
"1933 Act") in connection with the Registration Statement No.
333-4142 on Form S-1, filed with the SEC on April 26, 1996,
together with amendments thereto, in which there is set forth
audited financial statements for the Registrant's fiscal year
ended December 31, 1995; and
(b) The Registrant's Registration Statement No. 001-11797 on Form
8-A filed with the SEC on June 5, 1996 pursuant to Section 12
of the Securities Exchange Act of 1934, as amended (the "1934
Act") in which there is described the terms, rights and
provisions applicable to the Registrant's outstanding Common
Stock.
All reports and definitive proxy or information statements
filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the
date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
The Registrant has adopted provisions in its Amended and Restated
Articles of Incorporation that limit the liability of directors in certain
instances. As permitted by the California General Corporation Law, directors
will not be liable to the Registrant for monetary damages arising from a breach
of their fiduciary duty as directors in certain circumstances. Such limitation
does not affect liability for any breach of a director's duty to the Registrant
or its shareholders (i) with respect to approval by the director of any
transaction from which he derives an improper personal benefit, (ii) with
respect to acts or omissions involving an absence of good faith, that he
believes to be contrary to the best interests of the Registrant or its
shareholders, that involve intentional misconduct or a knowing and culpable
violation of law, that constitute an unexcused pattern of inattention that
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amounts to an abdication of his duty to the Registrant or its shareholders, or
that show a reckless disregard for his duty to the Registrant or its
shareholders in circumstances in which he was, or should have been, aware, in
the ordinary course of performing his duties, of a risk of serious injury to the
Registrant or its shareholders, or (iii) based on transactions between the
Registrant and its directors or another corporation with interrelated directors
or on improper distributions, loans or guarantees under applicable sections of
the California General Corporation Law. Such limitation of liability also does
not affect the availability of equitable remedies such as injunctive relief or
rescission, although in certain circumstances equitable relief may not be
available as a practical matter. The limitation may relieve the directors of
monetary liability to the Registrant for grossly negligent conduct, including
conduct in situations involving attempted takeovers of the Registrant. No claim
or litigation is currently pending against the Registrant's directors that would
be affected by the limitation of liability.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the California Corporation Law, the Articles of
Incorporation or the Bylaws of Registrant, Indemnification Agreements entered
into between the Registrant and its officers and directors, the Underwriting
Agreement, or otherwise, the Registrant has been advised that in the opinion of
the SEC such indemnification is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered hereunder, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
The Registrant's Amended and Restated Articles of Incorporation and
Bylaws provide that the Registrant shall indemnify its directors and may
indemnify its officers to the full extent permitted by California law, including
circumstances in which indemnification is otherwise discretionary under
California law. The Registrant has entered into separate indemnification
agreements with its directors and officers, which may require the Registrant,
among other things, to indemnify them against certain liabilities that may arise
by reason of their status or service as directors or officers (other than
liabilities arising form willful misconduct of a culpable nature), and to
advance their expenses incurred as a result of any proceeding against them as to
which they could be indemnified. To the extent the Registrant may be required to
make substantial payments under the indemnification agreements that are not
covered by insurance, the Registrant's available cash and shareholder's equity
would be adversely affected.
Item 7. Exemption from Registration Claimed
Not Applicable.
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Item 8. Exhibits
Exhibit Number Exhibit
- -------------- -------
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-5 of this Registration Statement.
99.1 1996 Stock Option/Stock Issuance Plan.
99.2 Form of Notice of Grant of Stock Option.
99.3 Form of Stock Option Agreement.
99.4 Form of Addendum to Stock Option Agreement (Involuntary Termination
Following a Corporate Transaction).
99.5 Form of Addendum to Stock Option Agreement (Involuntary Termination
Following a Change in Control).
99.6 Form of Notice of Grant of Automatic Stock Option (Initial Grant).
99.7 Form of Notice of Grant of Automatic Stock Option (Annual Grant).
99.8 Form of Automatic Stock Option Agreement.
99.9 Form of Stock Issuance Agreement.
99.10 Form of Addendum to Stock Issuance Agreement (Involuntary Termination
Following a Corporate Transaction).
99.11 Form of Addendum to Stock Issuance Agreement (Involuntary Termination
Following a Change in Control).
99.12 Employee Stock Purchase Plan.
Item 9. Undertakings
A. The undersigned Registrant hereby undertakes: (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement (i) to include any prospectus required
by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the Registrant's 1996
Stock Option/Stock Issuance Plan and/or Employee Stock Purchase Plan.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
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C. Insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to directors, officers, or controlling persons of
the Registrant pursuant to the indemnification provisions summarized in Item 6
above or otherwise, the Registrant has been advised that, in the opinion of the
SEC, such indemnification is against public policy as expressed in the 1933 Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the successful defense of any action, suit, or proceeding) is asserted by
such director, officer, or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Santa Clara, State of California, on
this 10th day of June, 1996.
INFOSEEK CORPORATION
By: /s/ Robert E.L. Johnson, III
-------------------------------------
Robert E.L. Johnson, III
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Infoseek
Corporation, a California corporation, do hereby constitute and appoint Leonard
J. LeBlanc the lawful attorney-in-fact and agent with full power and authority
to do any and all acts and things and to execute any and all instruments which
said attorney and agent determines may be necessary or advisable or required to
enable said corporation to comply with the Securities Act of 1933, as amended,
and any rules or regulations or requirements of the Securities and Exchange
Commission in connection with this Registration Statement. Without limiting the
generality of the foregoing power and authority, the powers granted include the
power and authority to sign the names of the undersigned officers and directors
in the capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorney and agent shall do or cause to be done by virtue hereof.
This Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Robert E.L. Johnson, III President, Chief Executive Officer June 10, 1996
- ------------------------ and Director
Robert E.L. Johnson, III (Principal Executive Officer)
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Signature Title Date
- --------- ----- ----
/s/ L.J. LeBlanc
- ------------------------------ Executive Vice President, Finance, June 10, 1996
Leonard J. LeBlanc Chief Financial Officer and
Assistant Secretary
(Principal Financial and
Accounting Officer)
/s/ Steven T. Kirsch
- ------------------------------ Chairman of the Board June 10, 1996
Steven T. Kirsch and Director
/s/ H. D. Montgomery
- ------------------------------ Director June 10, 1996
H. DuBose Montgomery
/s/ Oliver D. Curme
- ------------------------------ Director June 10, 1996
Oliver D. Curme
/s/ John E. Zeisler
- ------------------------------ Director June 10, 1996
John E. Zeisler
/s/ Matthew J. Stover
- ------------------------------ Director June 10, 1996
Matthew J. Stover
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EXHIBIT INDEX
Exhibit
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-5 of this
Registration Statement.
99.1 1996 Stock Option/Stock Issuance Plan.
99.2 Form of Notice of Grant of Stock Option.
99.3 Form of Stock Option Agreement.
99.4 Form of Addendum to Stock Option Agreement (Involuntary
Termination Following a Corporate Transaction).
99.5 Form of Addendum to Stock Option Agreement (Involuntary
Termination Following a Change in Control).
99.6 Form of Notice of Grant of Automatic Stock Option
(Initial Grant).
99.7 Form of Notice of Grant of Automatic Stock Option
(Annual Grant).
99.8 Form of Automatic Stock Option Agreement.
99.9 Form of Stock Issuance Agreement.
99.10 Form of Addendum to Stock Issuance Agreement
(Involuntary Termination Following a Corporate
Transaction).
99.11 Form of Addendum to Stock Issuance Agreement
(Involuntary Termination Following a Change in Control).
99.12 Employee Stock Purchase Plan.