UNITED STATES
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)
July 26, 2000
INFOSPACE, 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)
0-25131 91-1718107
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(Commission File No.) (IRS Employer Identification Number)
601 108th Avenue N.E., Suite 1200
Bellevue, Washington 98004
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(Address of principal executive offices)
(425) 201-6100
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(Registrant's telephone number, including area code)
Item 5. Other Events.
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On July 26, 2000, InfoSpace, Inc., a Delaware corporation ("InfoSpace")
announced that it had executed a definitive Agreement and Plan of Reorganization
with Go2Net, Inc., a Delaware corporation ("Go2Net"). Pursuant to the terms of
the Agreement and Plan of Reorganization, dated July 26, 2000, by and between
InfoSpace, Go2Net and Giants Acquisition Corporation, a Delaware corporation and
wholly-owned subsidiary of InfoSpace (the "Agreement"), holders of Go2Net Common
Stock will receive 1.82 shares of InfoSpace Common Stock for each share of
Go2Net Common Stock, and Go2Net will become a wholly-owned subsidiary of
InfoSpace. The merger is contingent upon the fulfillment of certain conditions
as outlined in the Agreement including, but not limited to, expiration or early
termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, approval of the merger by the stockholders
of Go2Net and approval of the issuance of InfoSpace Common Stock in the merger
by the stockholders of InfoSpace. The transaction is intended to be accounted
for as a pooling.
Item 7. Exhibits.
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(c) Exhibits.
2.1 Agreement and Plan of Reorganization by and among InfoSpace,
Inc., a Delaware corporation, Giants Acquisition Corp., a
Delaware corporation and a wholly-owned subsidiary of InfoSpace,
and Go2Net, Inc., a Delaware corporation, dated as of July 26,
2000.
2.2 Form of Parent Voting Agreement dated as of July 26, 2000
entered into among Go2Net and certain InfoSpace stockholders.
2.3 Form of Company Voting Agreement dated as of July 26, 2000
entered into among InfoSpace and certain Go2Net stockholders.
2.4 Stock Option Agreement dated as of July 26, 2000 entered into
among InfoSpace and Go2Net.
99.1 Press Release, dated July 26, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
InfoSpace, Inc.
Dated: August 2, 2000 By: /s/ Ellen B. Alben
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Ellen B. Alben,
Senior Vice President, Legal and
Business Affairs
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