As filed with the Securities and Exchange Commission on May 10, 1999 Registration No. 333-47679 ================================================================================ 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 (I.R.S. Employer Identification No.) incorporation or organization) 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: Mark H. Burnett, Esq. TESTA, HURWITZ & THIBEAULT, LLP High Street Tower 125 High Street Boston, Massachusetts 02110 (617) 248-7000 1 The Registrant hereby removes from registration under this Registration Statement (No. 333-47679) 240,069 shares of Common Stock, $.01 par value per share (the "Common Stock"), registered hereunder (all shares 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 Tripod, Inc. (the "Acquisition"). By the terms of this Registration Statement and an Agreement and Plan of Merger by and among the Registrant, Tripod, Inc. and the other parties to the Acquisition, the Registrant was required to keep this Registration Statement effective until the first anniversary of the filing of this Registration Statement. As of the date hereof, 2,460,175 Offered Shares have been sold or otherwise transferred by selling stockholders under this Registration Statement. All share amounts set forth herein have been adjusted to give effect to the two- for-one stock split made by the Registrant on August 25, 1998. 2 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 May 7, 1999. 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 May 7, 1999. Signature Title Date - --------- ----- ---- /s/ Robert J. Davis President, Chief Executive Officer May 7, 1999 - ------------------------------------------ and Director (principal executive Robert J. Davis officer) /s/ Edward M. Philip Chief Operating Officer and Chief May 7, 1999 - ------------------------------------------ Financial Officer (principal Edward M. Philip financial and accounting officer) * Director May 7, 1999 - ------------------------------------------ John J. Connors, Jr. * Director May 7, 1999 - ------------------------------------------ Daniel J. Nova * Director May 7, 1999 - ------------------------------------------ Richard H. Sabot /s/ Edward M. Philip - ------------------------------------------ *By: Edward M. Philip as Attorney in Fact 3