As filed with the Securities and Exchange Commission on May 17, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act Of 1933
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InfoSpace, Inc.
(Exact name of issuer as specified in its charter)
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DELAWARE 91-1718107
(State of Incorporation) (I.R.S. Employer Identification Number)
15375 N.E. 90/th/ Street
Redmond, WA 98052
(Address of principal executive offices)
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SAVESMART, INC. 1997 EQUITY INCENTIVE PLAN
(Full title of the plan)
SARAIDE.COM INC 1998 EQUITY INCENTIVE PLAN
(Full title of the plan)
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Ellen B. Alben, Esq.
Senior Vice President, Legal and Business Affairs, and Secretary
InfoSpace, Inc.
15375 N.E. 90/th/ Street
Redmond, WA 98052
(425) 602-0600
(Name, address, including zip code and telephone number, including area code, of
agent for service)
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Copy to:
Maurine Murtagh, Esq.
Glenn Luinenburg, Esq.
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Maximum Maximum
to be Amount to be Offering Price Aggregate Amount of
Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee
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Common Stock, $0.0001 par value
To be issued under the Savesmart, Inc. 1997
Equity Incentive Plan................... 216,829 $ 32.29 $7,002,363.74 $1,848.62
Common Stock, $0.0001 par value
To be issued under the saraide.com inc 1998
Equity Incentive Plan................... 436,272 $ .83 $ 336,168.87 $ 88.75
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(1) Represents shares of Common Stock issuable upon exercise of stock options
granted pursuant to the Savesmart, Inc. 1997 (the "Savesmart Plan") and the
saraide.com inc 1998 Equity Incentive Plan, (the "saraide Plan"). In
connection with the Registrant's acquisition of Prio, Inc., formerly known
as Savesmart, Inc., and saraide.com inc, the Registrant has issued stock
options under the Plans to former employees of Prio, Inc. and saraide.com
inc.
(2) Estimated in accordance with Rule 457 solely for the purpose of calculating
the registration fee. In accordance with Rule 457(h), the computation is
based on the weighted average exercise price of the options covered under
the Plan.
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InfoSpace, Inc.
Registration Statement on Form S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents and information previously filed with the Securities
and Exchange Commission by InfoSpace, Inc. (the "Company" or the "Registrant")
are hereby incorporated by reference in this Registration Statement:
(1) the Company's Annual Report on Form 10-K for the year December 31,
1999 filed pursuant to Section 13 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act");
(2) the Company's Current Reports on Form 8-K dated January 6, 2000 as
amended March 9, 2000 and March 29, 2000; and
(3) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, dated December 3, 1998, filed
pursuant to Section 12(g) of the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities registered have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement
and to be part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act. Further, in accordance with the
Delaware General Corporation Law, the Company's Restated Certificate of
Incorporation eliminates the liability of a director of the Company to the
Company and its stockholders for monetary
II-1
damages for breaches of such director's fiduciary duty of care in certain
instances. The Restated Bylaws (the "Restated Bylaws") of the Company provides
for indemnification of certain agents to the maximum extent permitted by the
Delaware General Corporation Law. Persons covered by this indemnification
include any current or former directors and officers of the Company, as well as
persons who serve at the request of the Company as directors, officers,
employees or agents of another enterprise.
In addition, the Company has entered into contractual agreements with each
director and certain officers of the Company designated by the Board to
indemnify such individuals to the full extent permitted by law. These
agreements also resolve certain procedural and substantive matters that are not
covered, or are covered in less detail, in the Restated Bylaws or by the
Delaware General Corporation Law.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
EXHIBIT
NUMBER DESCRIPTION
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4.1 Savesmart, Inc. 1997 Equity Incentive Plan.
4.2 saraide.com inc 1998 Equity Incentive Plan.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C. as to legality
of securities being registered.
15.1 Consent of Independent Accountants.
24.1 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in
Exhibit 5.1).
25.1 Power of Attorney (contained on signature page hereto).
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such information in the
Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered, which remain unsold at the termination of
the offering.
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(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Redmond, State of Washington, on this 17/th/ day of
May, 2000.
InfoSpace, Inc.
/s/ Ellen B. Alben
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Ellen B. Alben
Senior Vice President, Legal and Business Affairs,
and Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Ellen B. Alben and Tammy D. Halstead, and
each of them acting individually, as his or her attorney-in-fact, each with full
power of substitution, for him or her in any and all capacities, to sign any and
all amendments to this Registration Statement on Form S-8, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his or her substitutes, may do or cause to be done by
virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant in the capacities indicated below on this 17/th/ day of May, 2000.
Signature Title
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/s/ Naveen Jain Chairman of the Board
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Naveen Jain
/s/ Arun Sarin Chief Executive Officer, President of
- --------------------------------- and Director Wireless Services
Arun Sarin (Principal Executive Officer)
/s/ A. Narasimhan Chief Operating Officer, President of Merchant Services
- --------------------------------- and Director
Ashok Narasimhan
/s/ Tammy Halstead Vice President, Acting Chief Financial Officer and Chief
- --------------------------------- Accounting Officer
Tammy D. Halstead (Principal Financial and Accounting Officer)
/s/ John E. Cunningham, IV Director
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John E. Cunningham, IV
/s/ Peter L. S. Currie Director
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Peter L. S. Currie
/s/ David House Director
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David House
/s/ Gary C. List Director
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Gary C. List
/s/ Rufus W. Lumry, III Director
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Rufus W. Lumry, III
/s/ Carl Stork Director
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Carl Stork
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INFOSPACE, INC.
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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4.1 Savesmart, Inc., 1997 Equity Incentive Plan
4.2 saraide.com inc 1998 Equity Incentive Plan.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C. as to legality
of securities being registered.
15.1 Consent of Deloitte & Touche LLP
24.1 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in
Exhibit 5.1).
25.1 Power of Attorney (contained on signature page hereto).