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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________
FORM 10-K/A
(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, 1996
OR
[ ] 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 1-11797
__________________________
INFOSEEK CORPORATION
(Exact name of registrant as specified in its charter)
California 77-0353450
------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1399 Moffett Park Drive 94089
Sunnyvale, California 94089 ----------
---------------------------------------- (zip code)
(address of principal executive offices)
Registrant's telephone number, including area code: (408) 543-6000
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)
______________________________
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. [ ]
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(A) 1. FINANCIAL STATEMENTS
Previously provided.
2. EXHIBITS
Exhibit No. Description
----------- -----------
1.1* Underwriting Agreement filed with the Company's Initial Public
Offering.
3.1* Amended and Restated Articles of Incorporation of the Registrant.
3.2* Bylaws of the Registrant, as amended.
4.1* Reference is made to Exhibits 3.1 and 3.2.
4.3* Third Amended and Restated Investors' Rights Agreement dated April 19,
1996 among the Registrant and the investors and founders named therein.
4.4* Warrant Agreement between the Registrant and Venture Lending and
Leasing, Inc. dated as of October 7, 1995.
10.1* Infoseek Corporation Stock Option Plan, as amended on March 20, 1996,
subject to qualification by the State of California.
10.2* Infoseek Corporation 1996 Stock Option/Stock Issuance Plan.
10.3* Infoseek Corporation Employee Stock Purchase Plan.
10.4* Form of Offer Letter among the Registrant and its officers.
10.5* Form of Indemnification Agreement entered into between the Registrant
and its directors and officers.
10.6* Series A Preferred Stock Purchase Agreement dated February 25, 1994
among the Registrant and the investors named therein, as amended
March 3, 1994.
10.7* Series A Preferred Stock Supplemental Purchase Agreement dated July 22,
1994 between the Registrant and the Applied Computing Systems Institute
of Massachusetts, Inc.
10.8* Series B Preferred Stock Purchase Agreement dated June 30, 1994 among
the Registrant and the investors named therein, as amended July 7,
1994.
10.9* Series C Preferred Stock Purchase Agreement dated May 4, 1995 among the
Registrant and the investors named therein, as amended June 30, 1995.
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Exhibit No. Description
----------- -----------
10.10* Third Amended and Restated Agreement regarding co-sale dated April 19,
1996 among the Registrant and the investors and founders named therein.
10.11* Third Amended and Restated Co-Sale Agreement dated April 19, 1996 among
the founder and the investors named therein.
10.12* Amended and Restated Put Option Agreement dated May 4, 1995 among the
Registrant and the investors named therein.
10.13* Founders Agreement dated February 1, 1994 among the Registrant and the
founders named therein, as amended June 30, 1994.
10.14*+ Series E Preferred Stock Purchase Agreement dated March 29, 1996 among
the Registrant and the investors named therein.
10.15* Stock Purchase Agreements dated January 24, 1996 between the Registrant
and Robert E.L. Johnson III.
10.16* Employee Stock Purchase Agreement dated January 30, 1996 between the
Registrant and Robert E.L. Johnson. III.
10.17* Employee Stock Purchase Agreement dated March 28, 1996 between the
Registrant and Leonard J. LeBlanc.
10.18* Employee Stock Purchase Agreement dated March 9, 1996 between the
Registrant and John Nauman.
10.19* Employee Stock Purchase Agreement dated March 9, 1996 between the
Registrant and Craig Forman.
10.20* Lease Agreements dated December 13, 1993, November 7, 1995, January 8,
1996 and January 10, 1996 between the Registrant and Spieker
Properties, L.P.
10.21++ Lease extension agreement dated September 11, 1996 and September 17,
1996 between Registrant and Spieker Properties, L.P.
10.22++ Lease agreement dated September 11, 1996 and September 17, 1996 between
Registrant and Spieker Properties, L.P.
10.23* Standard Office Sublease dated May 30, 1995 between the Registrant and
Innovative Information Systems, Inc.
10.24* Standard Form of Office Lease dated April 1996 between the Registrant and
Richfield Investment Company.
10.25* Software Development and Licensing Master Agreement dated July 8, 1994,
as amended on February 13, 1995 and April 24, 1995 between the
Registrant and Applied Computing Systems Institute of Massachusetts,
Inc.
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Exhibit No. Description
----------- -----------
10.26* Software License Agreement between the Registrant and ADB Inc. dated
December 22, 1995, as amended April 19, 1996.
10.27* Internet Services and Products Master Agreement dated May 22, 1995
between the Registrant and BBN Planet Corporation.
10.28*+ Internet Search Service Access Agreement dated August 23, 1995 between
the Registrant and Microsoft Corporation, as amended on December 18,
1995.
10.29*+ Internet Search Service Access Agreement between the Registrant and
NETCOM Online Communication Services, Inc. dated October 13, 1995, as
amended on March 20, 1996.
10.30* Net Search Program -- Premier Provider Agreement between the Registrant
and Netscape Communications Corporation dated March 22, 1996, as
amended on that date.
10.31**# Premier Provider Services Agreement between Registrant and Netscape
Communications Corporation dated March 17,
1997.
10.32*+ Software License and Distribution Agreement between the Registrant and
Personal Library Software, Inc. dated June 17, 1994.
10.33*+ XSoft/Infoseek Software Distribution and License Agreement -- Lexicons,
dated March 31, 1996 between the Registrant and XSoft, a division of
XEROX Corporation.
10.34* Customer Support Program Agreement for Infoseek among the Registrant
and SunService Corporation dated January 1, 1996.
10.35* Purchase Orders dated March 21, 1996, February 1, 1996, December 1,
1995, October 25, 1995, October 6, 1995 between the Registrant and Sun
Microsystems, Inc.
10.36* Form Consulting Services Agreement among the Registrant and its
consultants.
10.37*+ Letter of Agreement dated April 2, 1996 between the Registrant and HNC
Software Inc.
10.38*+ Agreement in Principle dated March 21, 1996 between the Registrant and
HNC Software Inc.
10.39* Joint Marketing Agreement dated effective April 15, 1996 between the
Registrant and Sun Microsystems Inc.
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Exhibit No. Description
----------- -----------
10.40*+ Online Service Agreement dated February 28, 1995 between the Registrant
and Reuters NewMedia, Inc., as amended January 4, 1996 and April 19,
1996.
10.41**# Amendment No. 3 to Online Service Agreement between the Registrant and
Reuters NewMedia, Inc., dated October 30, 1996.
10.42**# Fourth Amendment to the On-Line Directory Agreement between the
Registrant and Reuters NewMedia, Inc., dated August 30, 1996.
10.43# Office lease dated March 4, 1997 between Registrant and Linnar Realty
Corp. #8.
10.44*+ Infoseek/NYNEX Agreement between the Registrant and NYNEX Information
Technologies Company, dated March 29, 1996.
10.45*+ Software License Agreement dated March 29, 1996 between the Registrant
and NYNEX Information Technologies Company.
10.46** Amendment No. 1 to Infoseek/NYNEX Agreement between the Registrant and
NYNEX Information Technologies Company, dated May 10, 1996.
10.47** Amendment No. 2 to Infoseek/NYNEX Agreement between the Registrant and
NYNEX Information Technologies Company, dated February 19, 1997.
10.48*+ Agreement between the Registrant and Verity, Inc. dated March 31, 1996.
10.49* Cooperation Agreement between the Registrant and Quarterdeck
Corporation dated April 2, 1996.
10.50* Infoseek Impressions Agreement -- Ad Exchange between the Registrant
and FreeLoader, Inc. dated March 8, 1996.
10.51**# Amendment No. 1 to XSoft/Infoseek Software Distribution and License
Agreement, between the Registrant and XSoft, a division of XEROX
Corporation, dated December 16, 1996.
10.52** Amendment No. 2 to XSoft/Infoseek Software Distribution and License
Agreement,between the Registrant and XSoft, a division of XEROX
Corporation, dated December 16, 1996.
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Exhibit No. Description
----------- -----------
10.53*+ Memorandum of Understanding between the Registrant and IDG
Communications Inc. dated April 22, 1996.
10.54* Loan Agreements between the Registrant and Venture Lending & Leasing,
Inc. dated October 5, 1995 and February 9, 1996 and related Notes (Note
No. 42-002 dated March 28, 1996; Note No. 42-001 dated February 29,
1996; Note No. 27-002 dated November 30, 1995 and Note No. 27-001 dated
October 11, 1995) between the Registrant and Venture Lending & Leasing,
Inc.
10.55*+ License and Software Distribution Agreement between the Registrant and
HNC Software Inc. dated April 25, 1996.
10.56*+ Amendment No. 3 to Software Development and Licensing Master Agreement
between the Registrant and Applied Computing Systems Institute of
Massachusetts, Inc. dated March 18, 1996.
10.57* First Amendment to Series A Preferred Stock Supplemental Purchase
Agreement dated March 18, 1996 between the Registrant and the Applied
Computing Systems Institute of Massachusetts, Inc.
10.58+# Software License Agreement dated May 8, 1996 between the Registrant and
HNC Software Inc.
11.1# Computation of Earnings/(Loss) Per Share.
13.1# Portions of the Annual Report to Stockholders for the fiscal year ended
December 31, 1996 expressly incorporated by reference herein.
23.1# Consent of Ernst & Young LLP, Independent Auditors.
24.1 Power of Attorney (see page 7).
27.1# Financial Data Schedule.
____________________________________________
* Incorporated by reference to the Company's Registration Statement Form
S-1, as amended, (File No. 333-04142) declared effective June 11, 1996.
** Confidential treatment requested for certain portions of this exhibit.
+ Confidential treatment granted by order effective June 10, 1996.
++ Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1996.
# Previously provided.
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(B) REPORTS ON FORM 8-K
Not Applicable.
(C) EXHIBITS
See Item 14(A)(2) above.
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Leslie E. Wright, his attorney-in-fact,
each with the power of substitution, for him in any and all capacities, to sign
any amendments to this Report on Form 10-K/A, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and conforming all that
said attorney-in-fact, or his substitute or substitutes, any do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities 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.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act
of 1933, as amended, the Registrant has duly caused report to be signed on its
behalf by the undersigned, thereunto duly authorized.
INFOSEEK CORPORATION
By: /s/Harry M. Motro
Harry M. Motro
President and Chief Executive Officer
SIGNATURE CAPACITY IN WHICH SIGNED DATE
/s/Harry M. Motro President, Chief Executive Officer, and January 20, 1998
- ---------------------------- Director (Principal Executive Officer)
Harry M. Motro
/s/Leslie E. Wright Executive Vice President of Finance and January 20, 1998
- ---------------------------- Chief Financial Officer (Principal
Leslie E. Wright Financial and Accounting Officer)
/s/Steven T. Kirsch Director January 20, 1998
- ----------------------------
Steven T. Kirsch
/s/L. William Krause Director January 20, 1998
- ----------------------------
L. William Krause
/s/Matthew J. Stover Director January 16, 1998
- ----------------------------
Matthew J. Stover
/s/John E. Zeisler Director January 20, 1998
- ----------------------------
John E. Zeisler
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INDEX TO EXHIBITS
Exhibit
Number Exhibits
------ --------
1.1* Underwriting Agreement filed with the Company's Initial Public
Offering.
3.1* Amended and Restated Articles of Incorporation of the Registrant.
3.2* Bylaws of the Registrant, as amended.
4.1* Reference is made to Exhibits 3.1 and 3.2.
4.3* Third Amended and Restated Investors' Rights Agreement dated April 19,
1996 among the Registrant and the investors and founders named therein.
4.4* Warrant Agreement between the Registrant and Venture Lending and
Leasing, Inc. dated as of October 7, 1995.
10.1* Infoseek Corporation Stock Option Plan, as amended on March 20, 1996,
subject to qualification by the State of California.
10.2* Infoseek Corporation 1996 Stock Option/Stock Issuance Plan.
10.3* Infoseek Corporation Employee Stock Purchase Plan.
10.4* Form of Offer Letter among the Registrant and its officers.
10.5* Form of Indemnification Agreement entered into between the Registrant
and its directors and officers.
10.6* Series A Preferred Stock Purchase Agreement dated February 25, 1994
among the Registrant and the investors named therein, as amended
March 3, 1994.
10.7* Series A Preferred Stock Supplemental Purchase Agreement dated July 22,
1994 between the Registrant and the Applied Computing Systems Institute
of Massachusetts, Inc.
10.8* Series B Preferred Stock Purchase Agreement dated June 30, 1994 among
the Registrant and the investors named therein, as amended July 7,
1994.
10.9* Series C Preferred Stock Purchase Agreement dated May 4, 1995 among the
Registrant and the investors named therein, as amended June 30, 1995.
10.10* Third Amended and Restated Agreement regarding co-sale dated April 19,
1996 among the Registrant and the investors and founders named therein.
10.11* Third Amended and Restated Co-Sale Agreement dated April 19, 1996 among
the founder and the investors named therein.
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Exhibit
Number Exhibits
------ --------
10.12* Amended and Restated Put Option Agreement dated May 4, 1995 among the
Registrant and the investors named therein.
10.13* Founders Agreement dated February 1, 1994 among the Registrant and the
founders named therein, as amended June 30, 1994.
10.14*+ Series E Preferred Stock Purchase Agreement dated March 29, 1996 among
the Registrant and the investors named therein.
10.15* Stock Purchase Agreements dated January 24, 1996 between the Registrant
and Robert E.L. Johnson III.
10.16* Employee Stock Purchase Agreement dated January 30, 1996 between the
Registrant and Robert E.L. Johnson. III.
10.17* Employee Stock Purchase Agreement dated March 28, 1996 between the
Registrant and Leonard J. LeBlanc.
10.18* Employee Stock Purchase Agreement dated March 9, 1996 between the
Registrant and John Nauman.
10.19* Employee Stock Purchase Agreement dated March 9, 1996 between the
Registrant and Craig Forman.
10.20* Lease Agreements dated December 13, 1993, November 7, 1995, January 8,
1996 and January 10, 1996 between the Registrant and Spieker
Properties, L.P.
10.21++ Lease extension agreement dated September 11, 1996 and September 17,
1996 between Registrant and Spieker Properties, L.P.
10.22++ Lease agreement dated September 11, 1996 and September 17, 1996 between
Registrant and Spieker Properties, L.P.
10.23* Standard Office Sublease dated May 30, 1995 between the Registrant and
Innovative Information Systems, Inc.
10.24* Standard Form of Office Lease dated April 1996 between the Registrant and
Richfield Investment Company.
10.25* Software Development and Licensing Master Agreement dated July 8, 1994,
as amended on February 13, 1995 and April 24, 1995 between the
Registrant and Applied Computing Systems Institute of Massachusetts,
Inc.
10.26* Software License Agreement between the Registrant and ADB Inc. dated
December 22, 1995, as amended April 19, 1996.
10.27* Internet Services and Products Master Agreement dated May 22, 1995
between the Registrant and BBN Planet Corporation.
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Exhibit
Number Exhibits
------ --------
10.28*+ Internet Search Service Access Agreement dated August 23, 1995 between
the Registrant and Microsoft Corporation, as amended on December 18,
1995.
10.29*+ Internet Search Service Access Agreement between the Registrant and
NETCOM Online Communication Services, Inc. dated October 13, 1995, as
amended on March 20, 1996.
10.30* Net Search Program -- Premier Provider Agreement between the Registrant
and Netscape Communications Corporation dated March 22, 1996, as
amended on that date.
10.31**# Premier Provider Services Agreement between Registrant and Netscape
Communications Corporation dated March 17,
1997.
10.32*+ Software License and Distribution Agreement between the Registrant and
Personal Library Software, Inc. dated June 17, 1994.
10.33*+ XSoft/Infoseek Software Distribution and License Agreement -- Lexicons,
dated March 31, 1996 between the Registrant and XSoft, a division of
XEROX Corporation.
10.34* Customer Support Program Agreement for Infoseek among the Registrant
and SunService Corporation dated January 1, 1996.
10.35* Purchase Orders dated March 21, 1996, February 1, 1996, December 1,
1995, October 25, 1995, October 6, 1995 between the Registrant and Sun
Microsystems, Inc.
10.36* Form Consulting Services Agreement among the Registrant and its
consultants.
10.37*+ Letter of Agreement dated April 2, 1996 between the Registrant and HNC
Software Inc.
10.38*+ Agreement in Principle dated March 21, 1996 between the Registrant and
HNC Software Inc.
10.39* Joint Marketing Agreement dated effective April 15, 1996 between the
Registrant and Sun Microsystems Inc.
10.40*+ Online Service Agreement dated February 28, 1995 between the Registrant
and Reuters NewMedia, Inc., as amended January 4, 1996 and April 19,
1996.
10.41**# Amendment No. 3 to Online Service Agreement between the Registrant and
Reuters NewMedia, Inc., dated October 30, 1996.
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Exhibit
Number Exhibits
------ --------
10.42**# Fourth Amendment to the On-Line Directory Agreement between the
Registrant and Reuters NewMedia, Inc., dated August 30, 1996.
10.43# Office lease dated March 4, 1997 between Registrant and Linnar Realty
Corp. #8.
10.44*+ Infoseek/NYNEX Agreement between the Registrant and NYNEX Information
Technologies Company, dated March 29, 1996.
10.45*+ Software License Agreement dated March 29, 1996 between the Registrant
and NYNEX Information Technologies Company.
10.46** Amendment No. 1 to Infoseek/NYNEX Agreement between the Registrant and
NYNEX Information Technologies Company, dated May 10, 1996.
10.47** Amendment No. 2 to Infoseek/NYNEX Agreement between the Registrant and
NYNEX Information Technologies Company, dated February 19, 1997.
10.48*+ Agreement between the Registrant and Verity, Inc. dated March 31, 1996.
10.49* Cooperation Agreement between the Registrant and Quarterdeck
Corporation dated April 2, 1996.
10.50* Infoseek Impressions Agreement -- Ad Exchange between the Registrant
and FreeLoader, Inc. dated March 8, 1996.
10.51**# Amendment No. 1 to XSoft/Infoseek Software Distribution and License
Agreement, between the Registrant and XSoft, a division of XEROX
Corporation, dated December 16, 1996.
10.52** Amendment No. 2 to XSoft/Infoseek Software Distribution and License
Agreement,between the Registrant and XSoft, a division of XEROX
Corporation, dated December 16, 1996.
10.53*+ Memorandum of Understanding between the Registrant and IDG
Communications Inc. dated April 22, 1996.
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Exhibit
Number Exhibits
------ --------
10.54* Loan Agreements between the Registrant and Venture Lending & Leasing,
Inc. dated October 5, 1995 and February 9, 1996 and related Notes (Note
No. 42-002 dated March 28, 1996; Note No. 42-001 dated February 29,
1996; Note No. 27-002 dated November 30, 1995 and Note No. 27-001 dated
October 11, 1995) between the Registrant and Venture Lending & Leasing,
Inc.
10.55*+ License and Software Distribution Agreement between the Registrant and
HNC Software Inc. dated April 25, 1996.
10.56*+ Amendment No. 3 to Software Development and Licensing Master Agreement
between the Registrant and Applied Computing Systems Institute of
Massachusetts, Inc. dated March 18, 1996.
10.57* First Amendment to Series A Preferred Stock Supplemental Purchase
Agreement dated March 18, 1996 between the Registrant and the Applied
Computing Systems Institute of Massachusetts, Inc.
10.58+# Software License Agreement dated May 8, 1996 between the Registrant and
HNC Software Inc.
11.1# Computation of Earnings/(Loss) Per Share.
13.1# Portions of the Annual Report to Stockholders for the fiscal year ended
December 31, 1996 expressly incorporated by reference herein.
23.1# Consent of Ernst & Young LLP, Independent Auditors.
24.1 Power of Attorney (see page 7).
27.1# Financial Data Schedule.
____________________________________________
* Incorporated by reference to the Company's Registration Statement Form
S-1, as amended, (File No. 333-04142) declared effective June 11, 1996.
** Confidential treatment requested for certain portions of this exhibit.
+ Confidential treatment granted by order effective June 10, 1996.
++ Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1996.
# Previously provided.
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