As filed with the Securities and Exchange Commission on July 27, 2000
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
_______________________
INFOSPACE, INC.
(Exact name of issuer as specified in its charter)
_______________________
DELAWARE 91-1718107
(State of Incorporation) (I.R.S. Employer Identification Number)
601 108/th/ Avenue N.E.
Suite 1200
Bellevue, WA 98004
(Address of principal executive offices)
_______________________
RESTATED
1996 FLEXIBLE STOCK INCENTIVE PLAN
(Full title of the plan)
_______________________
Ellen B. Alben
Senior Vice President, Legal and Business Affairs
InfoSpace, Inc.
601 108/th/ Avenue N.E.
Suite 1200
Bellevue, Washington 98004
(425) 201-6100
(Name, address, including zip code and telephone number, including area code, of
agent for service)
_______________________
Copy to:
Barry Taylor, Esq.
Wilson Sonsini Goodrich & Rosati,
Professional Corporation
650 Page Mill Road
Palo Alto, California 94306
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CALCULATION OF REGISTRATION FEE
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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 Restated
1996 Flexible Stock Incentive Plan......... 5,967,866 shares $45.09375 $269,113,457 $71,046
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(1) Pursuant to Rule 429 of the Securities Act of 1933, as amended, (the
"Securities Act"), the prospectus delivered to participants under the
Registrant's Restated 1996 Flexible Stock Incentive Plan (the "Stock
Incentive Plan") also relates to 39,988,168 shares initially registered
under Form S-8 Registration Statement Nos. 333-69165 and 333-81593.
(2) Computed in accordance with Rule 457(h) and 457(c) under the Securities
Act. Such computation is based on the estimated exercise price of $45.09375
per share covering the authorized but unissued shares under the Company's
Stock Incentive Plan being registered hereunder. The estimated exercise
price of $45.09375 per share was computed in accordance with Rule 457 by
averaging the high and low prices of shares of the Company's Common Stock
as reported on the Nasdaq National Market on July 25, 2000.
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INFOSPACE, INC.
REGISTRATION STATEMENT ON FORM S-8
Registration of Additional Securities
The contents of the Registrant's Registration Statements on Form S-8 as
filed with the Commission on December 17, 1998 (File No. 333-69165) and June 25,
1999 (File No. 333-81593) are incorporated herein by reference. Unless otherwise
specified, capitalized terms herein shall have the meanings ascribed to them in
such prior Form S-8s.
The Company is registering 5,967,866 shares of its Common Stock (all share
amounts herein reflect the Company's two-for-one stock splits consummated in May
1999, January 2000 and April 2000) under this Registration Statement, all of
which are reserved for issuance under the Stock Incentive Plan. Under the prior
Form S-8s, the Company registered 39,988,168 shares of its Common Stock that had
been or were eligible to be issued under the Stock Incentive Plan.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 8. Exhibits.
EXHIBIT
NUMBER DESCRIPTION
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5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C. as to legality of
securities being registered.
10.1* Restated 1996 Flexible Stock Incentive Plan.
23.1 Consent of Deloitte & Touche LLP, Independent Auditors (relating to
financial statements of InfoSpace, Inc.).
23.2 Consent of KPMG LLP, Independent Auditors (relating to financial
statements of Prio, Inc.).
23.3 Consent of Deloitte & Touche LLP, Independent Auditors (relating to
financial statements of Saraide Inc.).
23.4 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (contained on page II-2).
* Incorporated by reference to the Company's Registration Statement on Form S-8
filed June 25, 1999 (File No. 333-81593).
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Bellevue, State of Washington, on this 27th day of
July, 2000.
INFOSPACE, INC.
By: /s/ Ellen B. Alben
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Ellen B. Alben
Senior Vice President, Legal and Business
Affairs
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ellen B. Alben and Tammy D. Halstead, and
each of them, as his or her attorney-in-fact, with full power of substitution in
each, for him or her in any and all capacities to sign any 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
her substitutes, may do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons on
behalf of the Registrant in the capacities indicated below on this 27th day of
July, 2000.
Signature Title
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/s/ Arun Sarin Chief Executive Officer and Vice Chairman (Principal
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Arun Sarin Executive officer)
/s/ Rand L. Rosenberg Chief Financial Officer and Senior Vice President,
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Rand L. Rosenberg Finance and Corporate Development (Principal
Financial Officer)
/s/ Tammy D. Halstead Senior Vice President and Chief Accounting Officer
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Tammy D. Halstead (Principal Accounting Officer)
/s/ Naveen Jain Chairman of the Board
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Naveen Jain
/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
II-2
/s/ David C. House Director
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David C. House
/s/ Rufus W. Lumry, III Director
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Rufus W. Lumry, III
/s/ Ashok Narasimhan Director
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Ashok Narasimhan
/s/ Carl Stork Director
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Carl Stork
II-3
INFOSPACE, INC.
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C. as to legality of
securities being registered.
10.1* Restated 1996 Flexible Stock Incentive Plan.
23.1 Consent of Deloitte & Touche LLP, Independent Auditors (relating to
financial statements of InfoSpace, Inc.).
23.2 Consent of KPMG LLP, Independent Auditors (relating to financial
statements of Prio, Inc.).
23.3 Consent of Deloitte & Touche LLP, Independent Auditors (relating to
financial statements of Saraide Inc.).
23.4 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (contained on page II-2).
* Incorporated by reference to the Company's Registration Statement on Form S-8
filed June 25, 1999 (File No. 333-81593).