As filed with the Securities and Exchange Commission on August 20, 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 Incoproration) (I.R.S. Employer
Identification No.)
1399 MOFFETT PARK DRIVE
SUNNYVALE, CALIFORNIA 94089
(Address, including zip code, of Registrant's principal executive offices)
1996 STOCK OPTION/STOCK ISSUANCE PLAN
EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plans)
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.
Adam R. Dolinko, Esq.
Elizabeth C. Hewitt, Esq.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
(650) 493-9300
CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES TO AMOUNT PROPOSED PROPOSED AMOUNT OF
BE REGISTERED TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE REGISTRATION
REGISTERED(1) PRICE PER SHARE(2) OFFERING PRICE(2) FEE
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Common Stock, to be issued upon exercise
of options granted under 1996 Stock
Option/Stock Issuance Plan 1,500,000 $25.9375 $38,906,250.00 $11,478.00
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Common Stock, to be issued under the
Employee Stock Purchase Plan 400,000 $25.9375 $10,375,000.00 $ 3,061.00
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(1) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable under the 1996 Stock Option/Stock Issuance Plan
and/or the Employee Stock Purchase 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
August 17, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INFORMATION INCORPORATED 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 (the "Commission") by Infoseek Corporation
(the "Registrant"):
1. The Registrant's Annual Report on Form 10-K for the 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 as filed pursuant to Section 13 (a) of the
Exchange Act on May 15, 1998.
3. The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998 as filed pursuant to Section 13 (a) of the
Exchange Act on August 13, 1998.
4. The Registrant's Current Report on Form 8-K dated as of January 23,
1998, as filed pursuant to Section 13(a) of the Exchange Act on
January 28, 1998.
5. The Registrant's Current Report on Form 8-K dated as of April 17,
1998, as filed pursuant to Section 13(a) of the Exchange Act on May
22, 1998, as amended on August 10, 1998.
6. The description of the Registrant's Common Stock as contained in
the Registrant's Registration Statement on Form 8-A as filed
pursuant to Section 12 (b) of the Exchange Act 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 arising from 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.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
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Not applicable.
ITEM 8. EXHIBITS.
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NUMBER DOCUMENT
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4.1 Infoseek Corporation Amended 1996 Stock Option/Stock Issuance
Plan.
4.2 Infoseek Corporation Employee Stock Purchase Plan, as amended.
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.
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, 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 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 this 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 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 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, 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 August 18, 1998.
INFOSEEK CORPORATION
By: /s/ Remo Canessa
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Remo Canessa, Vice President
and Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Harry M. Motro and Remo Canessa 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 in the
capacities and on the dates indicated.
Signature Title Date
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/s/ Harry M. Motro President, Chief Executive Officer August 19, 1998
- ----------------------------------------------- (Principal Executive Officer) and
Harry M. Motro Director
/s/ Remo Canessa Vice President and Chief Financial August 18, 1998
- ----------------------------------------------- Officer (Principal Accounting Officer)
Remo Canessa
/s/ Steven T. Kirsch Chairman of the Board of Directors August 18, 1998
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Steven T. Kirsch
/s/ Matthew J. Stover Director August 19, 1998
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Matthew J. Stover
/s/ John E. Zeisler Director August 18, 1998
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John E. Zeisler
/s/ L. William Krause Director August 19, 1998
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L. William Krause
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INDEX TO EXHIBITS
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Exhibit
Number Description
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4.1 Infoseek Corporation Amended 1996 Stock Option/Stock Issuance
Plan.
4.2 Infoseek Corporation Employee Stock Purchase Plan, as amended.
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).
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