SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
September 2, 1999
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Lycos, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-27830 04-3277338
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(Commission File Number) (IRS Employer Identification No.)
400-2 Totten Pond Road, Waltham, Massachusetts 02451-2000
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(Address of principal executive offices) (Zip Code)
(781) 370-2700
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(Registrant's telephone number, including area code)
None
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On September 2, 1999, Lycos, Inc., a Delaware Corporation (the
"Company"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") by and among the Company, Quicksilver Acquisition Corp., a
Delaware corporation and a wholly owned subsidiary of the Company ("Sub"), and
Quote.com, Inc., a California corporation ("Quote.com"), providing for the
merger of Sub with and into Quote.com (the "Merger").
In the Merger, all outstanding shares of (i) common stock, no par value,
(ii) Series A preferred stock, no par value, (iii) Series B preferred stock,
no par value, (iv) Series C preferred stock, no par value, and (v) Series D
preferred stock, no par value, of Quote.com (collectively, the "Quote.com
Capital Stock") will be converted into shares of common stock, par value
$0.01, of the Company in accordance with the terms of the Merger Agreement.
In connection with the Merger, certain shareholders of Quote.com (the
"Shareholders") entered into a shareholders agreement dated September 2, 1999
(the "Shareholders Agreement") with the Company. Pursuant to the Shareholders
Agreement, the Shareholders agreed, among other things, to vote to adopt and
approve the Merger Agreement and the transactions contemplated thereby.
The foregoing description is qualified in its entirety by the Merger
Agreement and the Shareholders Agreement, which are attached hereto as
Exhibits 2.1 and 99.1, respectively, and incorporated by reference herein.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
LYCOS, INC.
Date: September 16, 1999 By /s/ Robert J. Davis
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Name: Robert J. Davis
Title: President and CEO
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EXHIBIT INDEX
Exhibit Description
2.1 Agreement and Plan of Merger, dated as of September 2, 1999, by and
among Lycos, Inc., Quicksilver Acquisition Corp. and Quote.com, Inc.
99.1 Shareholders Agreement, dated as of September 2, 1999, by and among
Lycos, Inc. and certain shareholders of Quote.com, Inc.
99.2 Press release dated September 8, 1999 of Lycos, Inc.