AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 28, 1998
REGISTRATION NO. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INFOSEEK CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 77-0353450
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(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
1399 MOFFETT PARK DRIVE
SUNNYVALE, CALIFORNIA 94089
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
WEBCHAT COMMUNICATIONS, INC.
1996 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
HARRY M. MOTRO
PRESIDENT AND CHIEF EXECUTIVE OFFICER
INFOSEEK CORPORATION
1399 MOFFETT PARK DRIVE
SUNNYVALE, CALIFORNIA 94089
(408) 543-6000
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copy to:
AARON J. ALTER, ESQ.
MICHELLE L. WHIPKEY, ESQ.
ELIZABETH C. HEWITT, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 493-9300
CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED PROPOSED AMOUNT OF
TITLE OF SECURITIES TO TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE REGISTRATION
BE REGISTERED REGISTERED(1) PRICE PER SHARE(2) OFFERING PRICE(2) FEE
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Common Stock of the Company to be
issued upon exercise of options granted
under the WebChat Communications, Inc.
1996 Stock Option Plan 11,627 $24.28125 $282,319 $84
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable upon exercise of options granted under
the WebChat Communications, Inc. 1996 Stock Option Plan by reason of any
stock dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an increase
in the number of the outstanding shares of Common Stock of Infoseek
Corporation.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457 (c) and (h) under the Securities Act
of 1933, as amended ("the Act") based on the average of the high and low
prices of the Common Stock as reported on the Nasdaq National Market on
May 26, 1998.
INFOSEEK CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
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There are hereby incorporated by reference into this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission by Infoseek Corporation (the "Registrant"):
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, filed pursuant to Section 13(a) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998, filed pursuant to Section 13(a) of the Exchange Act.
3. The Registrant's Current Report on Form 8-K dated as of January 23,
1998, as filed January 28, 1998.
4. The Registrant's Current Report on Form 8-K dated as of April 17,
1998, as filed May 22, 1998.
5. The description of Registrant's Common Stock contained in Registrant's
Registration Statement on Form 8-A as filed with the Commission on June 5, 1996,
including any amendment or report filed for purposes of updating such
description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all Securities offered 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
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Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
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Not Applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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The Registrant has adopted provisions in its Amended and Restated Articles
of Incorporation that limit the liability of directors in certain instances. As
permitted by the California General Corporation Law, directors will not be
liable to the Registrant for monetary damages arising from a breach of their
fiduciary duty as directors in certain circumstances. Such limitation does not
affect liability for any breach of a director's duty to the Registrant or its
shareholders (i) with respect to approval by the director of any transaction
from which he derives an improper personal benefit, (ii) with respect to acts or
omissions involving an absence of good faith, that he believes to be contrary to
the best interests of the Registrant or its shareholders, that involve
intentional misconduct or a knowing and culpable violation of law, that
constitute an unexcused pattern of inattention that amounts to an abdication of
his duty to the Registrant or its shareholders, or that show a reckless
disregard for his duty to the Registrant or its shareholders in circumstances in
which he was, or should have been, aware, in the ordinary course of performing
his duties, of a risk of serious injury to the Registrant or its shareholders,
or (iii) based on transactions between the Registrant and its directors or
another corporation with interrelated directors or on improper distributions,
loans or guarantees under applicable sections of the California General
Corporation Law. Such limitation of liability also does not affect the
availability of equitable remedies such as injunctive relief or rescission,
although in certain circumstances equitable relief may not be available as a
practical matter. The limitation may relieve the directors of monetary liability
to the Registrant for grossly negligent conduct, including conduct in situations
involving attempted takeovers of the Registrant. No claim or litigation is
currently pending against the Registrant's directors that would be affected by
the limitation of liability.
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 California Corporation Law, the Articles of
Incorporation or the Bylaws of Registrant, Indemnification Agreements entered
into between the Registrant and its officers and directors or otherwise, the
Registrant has been advised that in the opinion of the SEC 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 hereunder, 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 of 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.
The Registrant's Amended and Restated Articles of Incorporation and Bylaws
provide that the Registrant shall indemnify its directors and may indemnify its
officers to the full extent permitted by California law, including circumstances
in which indemnification is otherwise discretionary under California law. The
Registrant has entered into separate indemnification agreements with its
directors and officers, which may require the Registrant, among other things, to
indemnify them against certain liabilities that may arise by reason of their
status or service as directors or officers (other than liabilities
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arising form willful misconduct of a culpable nature), and to advance their
expenses incurred as a result of any proceeding against them as to which they
could be indemnified. To the extent the Registrant may be required to make
substantial payments under the indemnification agreements that are not covered
by insurance, the Registrant's available cash and shareholder's equity would be
adversely affected.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
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Not Applicable.
ITEM 8. EXHIBITS
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Exhibit
Number Document
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4.1 WebChat Communications, Inc. 1996 Stock Option Plan, and form of agreement
used thereunder.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, with
respect to the legality of the Securities being registered.
23.1 Consent of Counsel (contained in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Power of Attorney (see page 6).
ITEM 9. UNDERTAKINGS
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(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 of 1933, 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.
(b) The undersigned hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in this Registration Statement shall
be deemed to be a new Registration
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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 of 1933 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 of 1933 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 of 1933 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,
Infoseek Corporation, 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 Sunnyvale, State of California, on the 28th day
of May, 1998.
INFOSEEK CORPORATION
By: /s/ Leslie E. Wright
__________________________________
Leslie E. Wright, Vice President
of Finance and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Harry M. Motro and Leslie E. Wright and
each of them, acting individually, as his attorney-in-fact, with full power of
substitution, for him and in any and all capacities, to sign any and all
amendments to this Registration Statement on this Form S-8 (including post-
effective amendments or any abbreviated registrations statement and any
amendments thereto filed pursuant to Rule 462(b) increasing the number of
securities for which registration is sought) and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on May 28,
1998 in the capacities indicated.
Signature Title
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/s/ Harry M. Motro
- ---------------------------- President, Chief Executive Officer and Director
Harry M. Motro
/s/ Leslie E. Wright
- ---------------------------- Vice President of Finance and Chief
Leslie E. Wright Financial Officer
/s/ Steven T. Kirsch
- ---------------------------- Chairman of the Board of Directors
Steven T. Kirsch
/s/ Matthew J. Stover
- ---------------------------- Director
Matthew J. Stover
/s/ John E. Zeisler
- ---------------------------- Director
John E. Zeisler
/s/ L. William Krause
- ---------------------------- Director
L. William Krause
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