As filed with the Securities and Exchange Commission on October 13, 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/ Ave N.E.
Suite 1200
Bellevue, WA 98004
(Address of principal executive offices)
_____________________
GO2NET, INC. 2000 STOCK OPTION PLAN
GO2NET, INC. 1996 STOCK OPTION PLAN
SILICON INVESTOR, INC. 1996 STOCK PLAN
WEB21 STOCK OPTION PLAN
AUTHORIZE.NET CORPORATION 1999 STOCK INCENTIVE PLAN
IQC CORPORATION OPTION TO PURCHASE COMMON STOCK
(Full title of the plans)
_____________________
Ellen B. Alben, Esq.
Senior Vice President, Legal and Business Affairs, and Secretary
InfoSpace, Inc.
601 108/th/ Ave N.E.
Suite 1200
Bellevue, WA 98004
(425) 201-6100
(Name, address, including zip code and telephone number, including area code, of
agent for service)
_____________________
Copy to:
Lawrence J. Steele, Esq.
Christopher J. Bellavia, Esq.
Drew G. Markham, Esq.
Wilson Sonsini Goodrich & Rosati, P.C.
5300 Carillon Point
Kirkland, Washington 98033
(425) 576-5800
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CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed Maximum
Securities Amount Maximum Aggregate
to be to be Offering Price Offering Price Amount of
Registered Registered(1) per Share(2) Price /(2)/ Registration Fee
Common Stock, $0.0001 par value to be issued upon exercise
of options granted under:
The Go2Net, Inc. 2000 Stock Option Plan................... 10,012,649 shares $ 23.647 $ 236,769,111 $ 62,507.05
The Go2Net, Inc. 1996 Stock Option Plan................... 20,836,076 shares $ 18.430 $ 384,008,881 $ 101,378.35
The Silicon Investor, Inc. 1996 Stock Plan................ 1,817 shares $ 1.988 $ 3,613 $ 0.96
The Web21 Stock Option Plan............................... 7,126 shares $ 4.420 $ 31,497 $ 8.32
The Authorize.Net Corporation 1999 Stock Incentive Plan... 98,024 shares $ 0.440 $ 43,131 $ 11.39
The IQC Corporation Option to Purchase Common Stock....... 9,599 shares $ 1.698 $ 16,300 $ 4.31
Total registration fee...................................... $ 163,910.38
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(1) Represents shares of InfoSpace common stock issuable upon exercise of stock
options granted pursuant to the plans. In connection with the Registrant's
acquisition of Go2Net, Inc., the Registrant has assumed the obligation to
issue shares of common stock upon exercise of the stock options issued
under the plans.
(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
each 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 (the "Commission") by InfoSpace, Inc. (the
"Company" or the "Registrant") are hereby incorporated by reference into this
Registration Statement:
(1) the Company's Prospectus, dated September 27, 2000 (File No.
333-86313) filed with the Commission on October 2, 2000;
(2) the Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 2000 and June 30, 2000, filed pursuant to Section
13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act");
(3) the Company's Current Reports on Form 8-K filed with the
Commission pursuant to Section 13 or 15 of the Exchange Act on the
following dates: (i) February 25, 2000, as amended by Form 8-K/A filed with
the Commission on April 24, 2000, May 1, 2000, and July 10, 2000; (ii)
March 10, 2000, as amended by Form 8-K/A filed with the Commission on May
24, 2000 and July 10, 2000; (iii) March 31, 2000; (iv) April 25, 2000; (v)
July 5, 2000, as amended by Form 8-K/A filed with the Commission on
September 14, 2000; (vi) July 25, 2000; (vii) July 26, 2000; and (viii)
August 31, 2000;
(4) the Company's Amended Current Reports on Form 8-K/A filed
with the Commission pursuant to Section 13 or 15 of the Exchange Act on the
following dates: (i) January 6, 2000 and March 9, 2000, each which amend
the Company's Current Report on Form 8-K dated December 29, 1999; and (ii)
February 29, 2000, which amends the Company's Current Report on Form 8-K
dated December 16, 1999; and
(5) the description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A (File No. 000-25131),
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 to this Form S-8 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 into this Registration Statement and to be part hereof from the
date of filing of such documents.
Item 4. Description of Securities.
II-1
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 of 1933 (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 damages for
breaches of such director's fiduciary duties in certain instances. The Restated
Bylaws of the Company (the "Restated Bylaws") provide 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 Company's 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. The Company also currently maintains
officer and director liability insurance.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
EXHIBIT DESCRIPTION
NUMBER
- ------- -------------------------------------------------------------------
4.1 Go2Net, Inc. 2000 Stock Option Plan
4.2 Go2Net, Inc. 1996 Stock Option Plan
4.3 Silicon Investor, Inc. 1996 Stock Plan
4.4 Web21 Stock Option Plan
4.5 Authorize.Net Corporation 1999 Stock Incentive Plan
4.6 IQC Corporation Option to Purchase Common Stock
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C. as to legality of securities being
registered
23.1 Consent of Deloitte & Touche, L.L.P. (Seattle, WA), Independent Auditors
23.2 Consent of Deloitte & Touche, L.L.P. (San Jose, CA), Independent Auditors
23.3 Consent of KPMG LLP, Independent Auditors
23.4 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in Exhibit
5.1)
24.1 Power of Attorney (contained on signature page hereto)
II-2
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; and
(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 into 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 Bellevue, State of Washington, on this 12th day of
October, 2000.
InfoSpace, Inc.
/s/ Arun Sarin
--------------------------------
Arun Sarin
Chief Executive Officer and Vice
Chairman
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Arun
Sarin 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.
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 12th day of October, 2000.
Signature Title
- ------------------------------- ------------------------------------------
/s/ Arun Sarin Chief Executive Officer and Vice Chairman
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Arun Sarin (Principal Executive Officer)
/s/ Rand L. Rosenberg Chief Financial Officer and Senior Vice President,
- -------------------------------
Rand L. Rosenberg Corporate Finance and Development (Principal Financial
Officer)
/s/ Tammy D. Halstead Senior Vice President and Chief Accounting Officer
- -------------------------------
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
- -------------------------------
John E. Cunningham, IV
/s/ Peter L. S. Currie Director
- -------------------------------
Peter L. S. Currie
II-4
/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
President, Chief
- ------------------------------- Operating Officer and
Russell C. Horowitz Vice Chairman
Director
- -------------------------------
William D. Savoy
II-5
INFOSPACE, INC.
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- -------- ---------------------------------------------------------------
4.1 Go2Net, Inc. 2000 Stock Option Plan
4.2 Go2Net, Inc. 1996 Stock Option Plan
4.3 Silicon Investor, Inc. 1996 Stock Plan
4.4 Web21 Stock Option Plan
4.5 Authorize.Net Corporation 1999 Stock Incentive Plan
4.6 IQC Corporation Option to Purchase Common Stock
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C. as to legality
of securities being registered
23.1 Consent of Deloitte & Touche, L.L.P. (Seattle, WA), Independent
Auditors
23.2 Consent of Deloitte & Touche, L.L.P. (San Jose, CA), Independent
Auditors
23.3 Consent of KPMG LLP, Independent Auditors
23.4 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in
Exhibit 5.1)
24.1 Power of Attorney (contained on signature page hereto)