As filed with the Securities and Exchange Commission on September 20, 2000
Registration No. 333-85989
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
LYCOS, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-3277338
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
400-2 Totten Pond Road, Waltham, MA 02154
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
____________________
Robert J. Davis
LYCOS, INC.
400-2 Totten Pond Road
Waltham, Massachusetts 02154
(Name and address of agent for service of process)
(781) 370-2700
(Telephone number, including area code, of agent for service)
____________________
Copy to:
Kenneth J. Gordon, Esq.
TESTA, HURWITZ & THIBEAULT, LLP
125 High Street
Boston, Massachusetts 02110
(617) 248-7000
The Registrant hereby removes from registration under this Registration
Statement (No. 333-85989) 882,540 shares of Common Stock, $.01 par value per
share, registered hereunder (all shares originally registered hereunder being
referred to as the "Offered Shares") that have not been sold pursuant to this
Registration Statement. The Offered Shares were registered in connection with
the Registrant's acquisition of Internet Music Distribution, Inc. (the
"Acquisition").
By the terms of this Registration Statement and an Agreement and Plan of
Merger by and among the Registrant, Internet Music Distribution. and the other
parties to the Acquisition, the Registrant was required to keep this
Registration Statement effective until the first anniversary of the closing of
the Acquisition. As of the date hereof, 223,554 Offered Shares have been sold or
otherwise transferred by selling stockholders under this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 1 to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Waltham, Massachusetts on September
20, 2000.
LYCOS, INC.
By: /s/ Robert J. Davis
-------------------
Robert J. Davis
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Exchange Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the registration statement has been
signed below by the following persons in the capacities indicated on September
20, 2000.
Signature Title Date
- --------- ----- ----
President, Chief Executive Officer September 20, 2000
/s/ Robert J. Davis and Director (principal executive
- -------------------------------- officer)
Robert J. Davis
Chief Operating Officer and Chief September 20, 2000
/s/ Edward M. Philip Financial Officer (principal
- -------------------------------- financial and accounting officer)
Edward M. Philip
* Director September 20, 2000
- --------------------------------
John M. Connors, Jr.
* Director September 20, 2000
- --------------------------------
Daniel J. Nova
* Director September 20, 2000
- --------------------------------
Richard H. Sabot
Director
- --------------------------------
Peter A. Lund
/s/ Edward M. Philip
- --------------------------------
*By: Edward M. Philip
as Attorney in Fact