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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT TO CURRENT REPORT PURSUANT TO SECTION
13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported) AUGUST 13, 1998
COMMISSION FILE NUMBER 0-27830
------------------------------
LYCOS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-3277338
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
400-2 TOTTEN POND ROAD, WALTHAM, MA 02451-2000
(Address of principal executive offices, including Zip Code)
(781) 370-2700
(Registrant's telephone number, including area code)
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The undersigned registrant hereby amends the following items, financial
statements, exhibits, or other portions of the Current Report on Form 8-K filed
by the Registrant on August 13, 1998 as set forth in the pages attached hereto:
2
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
- ------- ------------------------------------------------------------------
(a) Financial Statements of Business Acquired and Lycos, Inc. Pro Forma
Condensed Consolidated Financial Information
TABLE OF CONTENTS
PAGE
--------
WhoWhere?, Inc. Financial Statements
Condensed Balance Sheet at July 31, 1998 (unaudited).............................................. F-1
Condensed Statements of Operations for the seven months ended July 31, 1998
and 1997 (unaudited)........................................................................... F-2
Condensed Statements of Cash Flows for the seven months ended July 31, 1998
and 1997 (unaudited)........................................................................... F-3
Notes to Consolidated Financial Statements........................................................ F-5
Lycos, Inc. Pro Forma Condensed Consolidated Financial Information
Unaudited Pro Forma Condensed Consolidated Balance Sheet at
July 31, 1998.................................................................................. F-9
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the
year ended July 31, 1998....................................................................... F-10
Notes to the Unaudited Pro Forma Condensed Consolidated Financial
Information.................................................................................... F-11
3
WHOWHERE?, INC.
CONDENSED BALANCE SHEETS
(IN THOUSANDS)
JULY 31, 1998
-------------
ASSETS (UNAUDITED)
Current assets:
Cash and cash equivalents $ 2,004
Accounts receivable, net of allowance
for doubtful accounts of $223 at July 31, 1998 2,472
Prepaid expenses 316
Other current assets 107
-------------
Total current assets 4,899
Property and equipment, net 3,129
Intangible assets, net 1,085
Notes receivable from founders, including interest 648
-------------
Total assets $ 9,761
=============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 1,265
Borrowings under bank line of credit 1,499
Accounts payable 843
Accrued expenses 2,325
Current portion of capital leases 159
-------------
Total current liabilities 6,091
Non current portion of capital lease obligations 196
Long-term debt 2,105
Commitments
Stockholders' equity:
Preferred stock,
Series A convertible preferred stock 3,687
Series B convertible preferred stock 9,884
Common stock 326
Accumulated deficit (12,528)
-------------
Total stockholders' equity 1,369
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Total liabilities and stockholders' equity $ 9,761
=============
See accompanying notes to financial statements.
F-1
WHOWHERE?, INC.
CONDENSED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
SEVEN MONTHS ENDED
JULY 31,
------------------------------------------
1998 1997
------------------- -------------------
(UNAUDITED)
Advertising revenues $ 5,365 $ 605
Cost of revenues 1,544 252
------------------- -------------------
Gross profit 3,820 353
Operating expenses:
Product development 2,059 527
Sales and marketing 4,003 1,356
General and administrative 2,562 759
Amortization of intangibles 542 -
------------------- -------------------
Total operating expenses 9,167 2,642
------------------- -------------------
Operating loss (5,347) (2,289)
Interest and other expense 129 22
Interest income (225) (39)
------------------- -------------------
Net loss (5,444) $(2,306)
=================== ===================
See accompanying notes to financial statements.
F-2
WHOWHERE?, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
SEVEN MONTHS ENDED
-----------------------------------
JULY 31, 1998 JULY 31, 1997
-------------- ---------------
(UNAUDITED)
OPERATING ACTIVITIES
Net loss $(5,444) $(2,306)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 1,145 124
Accrued interest on notes receivable from founders (20) -
Changes in operating assets and liabilities:
Accounts receivable (1,576) (206)
Prepaid expenses and other current assets (225) (66)
Notes receivable from founders - -
Accounts payable 435 152
Accrued expenses 1,696 79
----------- -----------
Cash used in operating activities (3,989) (2,223)
----------- -----------
INVESTING ACTIVITIES
Purchases of property and equipment (2,377) (586)
----------- -----------
Cash used in investing activities (2,666) (586)
----------- -----------
FINANCING ACTIVITIES
Payments on capital lease obligations (86) 197
Payments on long term debt (289) -
Proceeds from bank line of credit 171 1,800
Proceeds from long-term debt 527 -
Proceeds from issuance of notes receivable 2,650 -
Proceeds from issuance of common stock 189 -
----------- -----------
Cash provided by financing activities 3,450 1,997
----------- -----------
Net decrease in cash and cash equivalents (3,205) (812)
Cash and cash equivalents at beginning of period 5,209 2,033
----------- -----------
Cash and cash equivalents at end of period $ 2,004 $ 1,221
=========== ===========
F-3
WHOWHERE?, INC.
CONDENSED STATEMENTS OF CASH FLOWS - (CONTINUED)
(IN THOUSANDS)
SEVEN MONTHS ENDED
------------------------------
JULY 31, 1998 JULY 31, 1997
------------- -------------
(UNAUDITED)
SUPPLEMENTAL SCHEDULE OF NON CASH FINANCING ACTIVITIES
Equipment acquired under capital leases $ - $ 287
========== ===========
SUPPLEMENTAL CASH FLOW DISCLOSURE
Cash paid for interest $ 156 $ 29
========== ===========
See accompanying notes to financial statements.
F-4
WHOWHERE?, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
THE COMPANY AND BASIS OF PRESENTATION
WhoWhere?, Inc. ("WhoWhere" or the "Company"), formerly Parsec Communications,
was formed in 1995. The Company is a leading online global communications
directory of people and business information from around the world, including e-
mail address, telephone listings, business URLs and personal home-page listing
presented in English, French, and Spanish. The Company's goal is to develop and
offer network-based services that help people and businesses from across the
world find, communicate, and collaborate with one another on the World Wide Web.
The Company derives a substantial portion of its revenue from selling
advertisements on its Web Sites to customers in various industries.
The unaudited balance sheet as of July 31, 1998, and the unaudited statements
of operations, changes in stockholders' equity and cash flows for the seven
month periods ended July 31, 1998 and 1997, in the opinion of management, have
been prepared on the same basis as the audited financial statements and include
all significant adjustments (consisting primarily of normal recurring
adjustments) considered necessary for a fair presentation of the results of
these interim periods. Operating results for the seven month period ended July
31, 1998, are not necessarily indicative of the results of the entire year.
On August 13, 1998, the Company merged with Lycos, Inc. (See Note 7.)
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS
The Company considers investments in highly liquid instruments purchased with
an original maturity of three months or less to be cash equivalents. The
Company's cash and cash equivalents are primarily invested in money market
accounts with major financial institutions. The fair value of money market
accounts approximate their carrying value at July 31, 1998.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost, net of accumulated amortization and
depreciation. Property and equipment are depreciated on a straight-line basis
over the estimated useful lives of the asset, generally three years. Leasehold
improvements and equipment purchased under capital leases are amortized on a
straight-line basis over the lesser of the estimated useful life of the asset or
the lease term. Amortization on capital leases is included in depreciation
expense. Property and equipment, at cost, consist of the following (in
thousands):
JULY 31, 1998
---------------
Computer hardware and software $ 3,203
Furniture and fixtures 297
Leasehold improvements 76
Leased computer equipment 600
---------------
4,176
Less accumulated depreciation and amortization (1,047)
---------------
$ 3,129
===============
Stock-Based Compensation
The Company has elected to continue to use the intrinsic value method of
accounting for stock-based compensation, as permitted by Statement of Financial
Accounting Standards No. 123 "Accounting for Stock-Based Compensation" ("SFAS
123"), and thus recognizes no compensation expense for options granted with
exercise prices that are not less than the fair value of the Company's common
stock on the date of grant.
F-5
WHOWHERE?, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
REVENUE RECOGNITION
Advertising revenues are derived principally from short-term advertising
contracts in which the Company guarantees a minimum number of impressions (a
view of an advertisement by a consumer) for a fixed fee. Advertising revenues
are recognized ratably over the term of the contract provided that the Company
does not have any significant remaining obligations and collection of the
resulting receivable is probable. To the extent minimum guaranteed impression
levels are not met, the Company defers recognition of the corresponding revenues
until guaranteed levels are achieved.
Advertising revenues are also derived from revenue sharing agreements for
advertising sold by third parties on cobranded Internet sites. Revenues from the
sale of certain advertising space are shared with third parties pursuant to the
terms of certain agreements. To date, amounts allocable to third parties have
not been significant.
Consulting and other revenues consist primarily of consulting revenue
generated by assisting other entities setting up web pages and consulting on
directory content and technology for those other entities. Consulting revenue is
recognized when the services are performed.
ADVERTISING
Costs related to advertising are expenses as incurred. Advertising expense for
the years ended July, 1998 and 1997 was $1,434,416 and $259,758 respectively.
The Company has not incurred any significant direct response advertising costs
to date.
CONCENTRATION OF CREDIT RISK
Financial instruments that potentially subject the Company to concentration of
credit risk consist principally of trade receivables. The Company performs
ongoing evaluations of its customers' financial condition and generally does not
require collateral. The Company maintains reserves for credit losses, and such
losses have been within management's expectations. Revenues derived from
customers outside the Untied States have not been significant.
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1997, the Financial Accounting Standards Board issued SFAS No. 130,
"Reporting Comprehensive Income" ("SFAS 130"). SFAS 130 establishes new rules
for the reporting and display of comprehensive income and its components;
however, adoption in 1998 will have no impact on the Company's net loss or
stockholders' equity.
In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-1 ("SOP 98-1"), "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use", which established guidelines
for the accounting for the costs of all computer software developed or obtained
for internal use. The Company is required to adopt SOP 98-1 effective
July 1, 1999. The adoption of SOP 98-1 is not expected to have a material impact
on the Company's consolidated financial statements.
In April 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-5 ("SOP 98-5"), "Reporting on the Costs of Start-Up
Activities." The statement is effective for fiscal years beginning after
December 15, 1998. The statement requires costs of start-up activities and
organization costs to be expensed as incurred. The Company is required to adopt
SOP 98-5 effective August 1, 1999. The adoption of SOP 98-5 is not expected to
have a material impact on the Company's consolidated financial statements.
2. ACQUISITION
In October 1997, the Company acquired certain net assets of Angelfire, Inc.
("Angelfire") for approximately $2,720,000 in cash and notes payable (see Note
4). Angelfire provides personal home page capabilities for Internet users. The
acquisition has been accounted for by the purchase method of accounting and
accordingly, the accompanying financial statements include the results of
Angelfire subsequent to the acquisition date.
The purchase included tangible net assets of $62,000 and in-process purchased
technology of $797,000 at fair market value. The remaining purchase price of
$1,861,000 is being amortized over the estimated useful lives of the intangible
assets acquired of two years. The Company determined the amounts to be allocated
to developed and in-process technology based on whether technological
feasibility had been achieved (as defined and utilized by the Company in
assessing software capitalization) and whether there was any alternative future
use for the technology. Other considerations included the time and cost to
complete each project, anticipated gross profit, and associated risks which
included the inherent difficulties and uncertainties in completing the project
and thereby achieving technological feasibility and risks related to the
viability of and potential changes to future target markets. The Company
concluded that the in-process technology had no alternative future use after
taking into consideration the potential for usage of the technology in different
products, resale of the technology and internal usage.
Pro forma information for periods prior to the acquisition have not been
presented, because the results of Angelfire's operations were not material to
the Company's historical results.
3. NOTES RECEIVABLE FROM STOCKHOLDERS
In November 1997, the Company received a secured full-recourse promissory note
from a stockholder for $2,650,000 in exchange for the issuance of 1,394,737
shares of Series B preferred stock. The note bears interest at 6% per annum and
was due in February 1998. The note was repaid in February 1998.
In December 1997, the Company made a loan to two of the Company's founders in
the amount of $250,000 each. The notes bear interest at a rate of 6% per annum,
and are secured by shares of common stock of the Company. The notes mature no
later than November 2001 and as early as 30 days after a change in control or
the consummation of an initial public offering.
4. BANK LINE OF CREDIT AND NOTES PAYABLE
In May 1997, the Company entered into a convertible note and warrant purchase
agreement with various investors which raised approximately $1,425,000. The
notes accrued interest at 8% per annum and were converted into 750,000 shares of
Series B convertible preferred stock in November 1997 at $1.90 per share.
The Company has a line of credit with a bank that provides for working capital
advances up to $1,500,000 and expires in September 1998. A portion of the
borrowings under the line of credit are limited to specified percentages of
eligible accounts receivable, as defined, and are collateralized by
substantially all the assets of the Company. Borrowings under the line of
credit bear interest at the bank's prime rate plus 0.5% (9.0% at July 31, 1998).
Under the terms of the line of credit agreement, the Company is required to
maintain certain financial covenants. In addition, payment of cash dividends is
prohibited without the bank's consent when borrowings are outstanding. At
July 31, 1998, outstanding borrowings under the line of credit were
approximately $1,498,675. The Company was out of compliance with certain
covenants at the end of the year. The bank has waived these covenants during the
period the Company was out of compliance.
In October 1997, the Company entered into a $1,600,000 credit facility with a
leasing company to finance equipment purchases. Amounts outstanding under this
credit facility bear interest at an imputed rate of 15.7%, are repayable in 42
equal monthly installments and are collateralized by the underlying property and
equipment. At July 31, 1998, the Company has borrowed $1,145,277 under the
credit facility.
In connection with the Company's acquisition of Angelfire, the Company entered
into notes payable to the former stockholders in the aggregate principal amount
of $2,509,000. The notes earn interest at a rate of 7% compounded annually and
are subordinate to outstanding borrowings under the Company's $1,5000,000 line
of credit with a bank. The principal and accumulated interest on the notes is
due in three remaining installments as follows: $1,000,000, $1,000,000 and
$500,000 in 1998, 1999 and 2000, respectively. For the seven months ended
July 31, 1998, $289,000 was repaid under these notes.
F-6
WHOWHERE?, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
5. COMMITMENTS
Capital Leases
The Company leases certain property and equipment under noncancelable lease
agreements that are accounted for as capital leases. Property and equipment at
July 31, 1998 include assets under capital leases of approximately $600,000.
Accumulated amortization related to leased assets at July 31, 1998 was $293,500.
Operating Leases
The Company leases its corporate offices under a noncancelable lease that
expires December 31, 2002.
Future minimum lease payments are as follows (in thousands):
CAPITAL OPERATING
LEASES LEASES
------------ ------------
Years ending July 31:
1999 $ 175 $ 409
2000 159 368
2001 58 384
2002 - 398
2003 - 170
------------ ------------
Total minimum lease and principal
payments, respectively 392 $1,729
============
Amount representing interest 37
------------
Present value of future lease payments 355
Current portion of capital lease obligations 159
Noncurrent portion of capital lease obligations ------------
$ 196
============
Rent expense under noncancellable operating leases was $343,863 and $132,654
for the seven months ended July 31, 1998 and 1997, respectively.
6. CONCENTRATIONS OF OTHER RISKS
The Company currently uses one vendor to supply customer activity information
that is required for timely revenue recognition and customer billing on certain
customer contracts. If this vendor were to experience supply constraints or
financial difficulties, the Company could experience difficulties in the timely
recognition of revenue and customer billing for certain contracts.
7. SUBSEQUENT EVENTS (UNAUDITED)
On August 7, 1998, WhoWhere?, Inc., ("the Company") entered into an Agreement
and Plan of Merger (the "Agreement") by and among Lycos, Inc., What Acquisition
Corp., a Delaware corporation and a wholly-owned subsidiary of Lycos, Inc.
("WWAC"), the Company and certain shareholders of the Company providing for the
merger of WWAC with and into the Company (the "Merger"). On August 13, 1998, the
Company completed the closing of the Merger and it became a wholly-owned
subsidiary of Lycos, Inc.
F-7
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
- ------- ------------------------------------------------------------------
(b) Pro forma Financial Information
In August 1998, the Company acquired WhoWhere? Inc. ("WhoWhere?"), for
approximately $145.9 million including acquisition costs. See Note 4 to the
Company's Consolidated Financial Statements for the year ended July 31, 1998
filed on Form 10-K with the Securities and Exchange Commission.
The unaudited Pro Forma Condensed Consolidated Statements of Operations (the
"Pro Forma Statements of Operations") for the year ended July 31, 1997 gives
effect to the acquisition of WhoWhere? as if it had occurred on August 1, 1997.
The Pro Forma Statements of Operations are based on historical results of
operations of the Company and WhoWhere? for the year ended July 31, 1998. The
unaudited Pro Forma Condensed Consolidated Balance Sheet (the "Pro Forma Balance
Sheet") gives effect to the acquisition of WhoWhere? as if the acquisition had
occurred on that date. The Pro Forma Statements of Operations and Pro Forma
Balance Sheet and the accompanying notes (the "Pro Forma Financial Information")
should be read in conjunction with and are qualified by the historical financial
statements of the Company and notes thereto.
The Pro Forma Financial Information is intended for informational purposes
only and is not necessarily indicative of the future financial position or
future results of operations of the consolidated company after the acquisition
of WhoWhere?, or of the financial position or results of operations of the
consolidated company that would have actually occurred had the acquisition of
WhoWhere? been effected on August 1, 1997.
F-8
LYCOS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
JULY 31, 1998 JULY 31, 1998 PRO FORMA PRO FORMA
LYCOS, INC. WHOWHERE? INC. ADJUSTMENTS AS ADJUSTED
----------------- ----------------- ----------------- -----------------
ASSETS
- ------
Cash and cash equivalents $153,728 $2,004 $ (1,841)(b) $153,891
Accounts receivable, net 10,958 2,472 13,430
License fees receivable 30,224 -- 30,224
Other current assets 5,886 423 6,309
----------- --------- ---------- ----------
Current assets 200,796 4,899 (1,841) 203,854
Property, plant, and equipment, net 3,960 3,129 7,089
Other non current assets 44,002 1,733 136,865 (a) 182,600
----------- --------- ---------- ----------
Total assets $248,758 $9,761 $135,024 $393,543
=========== ========= ========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Accounts payable and accrued expenses $ 22,462 $6,091 $ (159)(b) $ 28,394
Deferred revenues 30,731 -- 30,731
Other current liabilities 682 -- 682
----------- --------- ---------- ----------
Current liabilities 53,875 6,091 (159) 59,807
Non current liabilities 26,196 2,301 (1,682)(b) 26,815
Stockholders' equity 168,687 1,369 136,865 (a) 306,921
Total liabilities and ----------- --------- ---------- ----------
stockholders' equity $248,758 $9,761 $135,024 $393,543
=========== ========= ========== ==========
F-9
LYCOS INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARES AND PER SHARE DATA)
TWELVE MONTHS ENDED
------------------------------------------
JULY 31, 1998 JULY 31, 1998
------------------- ------------------- PRO FORMA PRO FORMA
LYCOS, INC. WHOWHERE?, INC. ADJUSTMENTS AS ADJUSTED
------------------- ------------------- ------------------- -------------------
Revenues $ 56,060 $ 6,984 $ $ 63,044
Cost of revenues 13,405 2,041 14,554
--------------- -------------- -------------- --------------
Gross profit 42,655 4,943 48,490
Operating expenses:
Research and development 9,478 2,729 12,207
In process research and
development 92,479 797 92,036
Sales and marketing 35,036 5,497 40,533
General and administrative 5,631 4,226 9,857
Amortization of intangible assets 2,132 -- 27,373 (a) 29,505
--------------- -------------- -------------- --------------
Total operating expenses 142,624 13,249 27,373 184,138
Operating loss (99,969) (8,306) (27,373) (135,648)
Interest income (expense) 3,052 (201) 201 (b) 3,052
--------------- -------------- -------------- --------------
Net loss $ (96,917) $ (8,507) $ (27,172) $ (132,596)
=============== ============== ============== ==============
Basic net loss per share $ (3.13) $ (3.82)(c)
=============== ==============
Weighted average shares used in
computing basic net loss
per share 30,932,982 34,703,236 (d)
=============== ==============
F-10
LYCOS, INC.
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
(1) Pro Forma Adjustments and Assumptions
(a) The Company acquired WhoWhere?, Inc. for approximately $158.2 million
in August 1998, including costs of acquisition, of which approximately $146.9
million was allocated to intangible assets. Goodwill and other intangible assets
and developed technology will be amortized over a period of 5 years. The Pro
Forma adjustments reflect twelve months of amortization expense for the year
ended July 31, 1998, assuming the transaction had occurred on August 1, 1997.
The value of the intangible assets at August 1, 1997 would have been
approximately $146.0 million. Based on preliminary estimates, approximately $10
million to $20 million of the purchase price will be allocated to in-process
research and development expense, which will be charged to operations during the
quarter ending October 31, 1998. For the purposes of this presentation, $20
million was used ad the in-process research and development expense. This amount
has not been reflected in the Pro Forma Statements of Operations.
The write-off of purchased in process research and development represents
the amount of the purchase price of the acquisitions allocated to incomplete
research and development projects. This allocation represents the estimated fair
value based on risk adjusted cash flows related to the incomplete products. The
acquired in-process research and development represents engineering and test
activities associated with the introduction of new enhanced services and
information systems. Since these projects had not yet reached technological
feasibility and have no alternative future uses, there can be no guarantee as to
the achievability of the projects or the ascribed value. Accordingly, these
costs were expensed upon acquisition.
The following represents the allocation of the purchase price over the
historical net book values of the acquired assets and liabilities of WhoWhere?
at July 31, 1998, and is for illustrative pro forma purposes only. Actual fair
values will be based on financial information as of the acquisition date (August
13, 1998). Assuming the transaction had occurred on July 31, 1998, the
allocation would have been as follows (in thousands);
WHOWHERE?, INC.
---------------
Assets acquired;
Cash and cash equivalents............... $ 2,004
Accounts receivable, net................ 2,472
Property, plant and equipment........... 3,129
Other assets............................ 2,156
In-process research and development..... 20,000
Goodwill and other intangible assets.... 136,865
Liabilities assumed....................... (8,392)
-----------
Purchase price.......................... $158,234
===========
The Pro Forma adjustment reconciles the historical balance sheet of WhoWhere?
at July 31, 1998 to the allocated purchase price assuming the transaction had
occurred on July 31, 1998.
(b) Retirement of debt and retirement of capital leases immediately upon
closing by Lycos.
(c) The pro forma basic net loss per common share is computed by dividing the
net loss by the weighted average number of common shares outstanding. The
calculation of the weighted average number of shares outstanding assumes that
the 3,770,254 shares of the Company's common stock issued in its acquisition
were outstanding for the entire period.
(d) The pro forma basic net adjustment assumes the conversion of shares of
WhoWhere? Common stock upon acquisition of WhoWhere? by Lycos.
F-11
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
- ------- ------------------------------------------------------------------
(c) Exhibits
2.1 Agreement and Plan of Merger dated as of August 7, 1998 by and
among Lycos, Inc.,
What Acquisition Corp. and WhoWhere, Inc.*
20.1 WhoWhere?, Inc. audited financial statements as of December 31,
1997, 1996 and 1995.
23.1 Consent of Ernst and Young L.L.P., Independent Accountants.
* Previously filed with Form 8-K dated August 13, 1998.
SIGNATURE
Pursuant to the requirements 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.
LYCOS, INC.
Date: October 27, 1998 By: /s/ Edward M. Philip
-----------------------
Edward M. Philip
Chief Operating Officer and
Chief Financial Officer
(Principal Financial and Accounting
Officer,
Authorized Officer)