As filed with the Securities and Exchange Commission on April 6, 2001
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act Of 1933
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InfoSpace, Inc.
(Exact name of registrant as specified in its charter)
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DELAWARE 91-1718107
(State of Incorporation) (I.R.S. Employer Identification Number)
601 108th Ave N.E.
Suite 1200
Bellevue, WA 98004
(Address of principal executive offices)
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RESTATED 1996 FLEXIBLE STOCK INCENTIVE PLAN
(Full title of the plan)
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John M. Hall, Esq.
Senior Vice President and General Counsel
InfoSpace, Inc.
601 108th 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)
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Copy to:
Patrick J. Schultheis, 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
Securities Maximum Maximum
to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share(1) Offering Price(1) Registration Fee
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Common Stock, $0.0001 par value, to be issued upon
exercise of options granted under the Restated
1996 Flexible Stock Incentive Plan................... 8,000,000 shares $1.845 $14,760,000.00 $3,690.00
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(1) Computed in accordance with Rule 457(h) and 457(c) under the Securities
Act. Such computation is based on the estimated exercise price of $1.845
per share covering the authorized but unissued shares under the Restated
1996 Flexible Stock Incentive Plan being registered hereunder. The
estimated exercise price 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 April 3, 2001.
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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 18, 1998 (File No. 333-69165), June 25,
1999 (File No. 333-81593), and July 27, 2000 (File No. 333-42340) 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 8,000,000 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) pursuant to this Registration Statement, all
of which are reserved for issuance under the Stock Incentive Plan. Under the
prior Form S-8s, the Company registered a total of 45,956,034 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
- ------- --------------------------------------------------------------------
4.1* Restated 1996 Flexible Stock Incentive Plan and Terms of Stock
Option Grant Program for nonemployee directors under the Restated
1996 Flexible Stock Incentive Plan
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., Independent Auditors
23.2 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in
Exhibit 5.1)
24.1 Power of Attorney (contained on signature page hereto)
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* Incorporated by reference to the Registration Statement on Form S-8 (No. 333-
81593) filed by the registrant on June 25, 1999.
II-1
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 4th day of
April, 2001.
InfoSpace, Inc.
/s/ John M. Hall
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John M. Hall
Senior Vice President and General Counsel
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
John M. Hall 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 and on the date indicated.
Signature Title Date
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/s/ Naveen Jain Chairman and Chief Executive Officer April 4, 2001
- ------------------------------- (Principal Executive Officer)
Naveen Jain
/s/ Tammy D. Halstead Chief Financial Officer April 4, 2001
- ------------------------------- (Principal Financial and Accounting
Tammy D. Halstead Officer)
/s/ Edmund O. Belsheim, Jr. Chief Operating Officer and Director April 4, 2001
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Edmund O. Belsheim, Jr.
/s/ John E. Cunningham, IV Director April 4, 2001
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John E. Cunningham, IV
/s/ Peter L.S. Currie Director April 4, 2001
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Peter L. S. Currie
II-2
/s/ David C. House Director April 4, 2001
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David C. House
/s/ Rufus W. Lumry, III Director April 4, 2001
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Rufus W. Lumry, III
/s/ William D. Savoy Director April 4, 2001
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William D. Savoy
II-3
INFOSPACE, INC.
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
NUMBER
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4.1* Restated 1996 Flexible Stock Incentive Plan and Terms of Stock
Option Grant Program for nonemployee directors under the Restated
1996 Flexible Stock Incentive Plan
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., Independent Auditors
23.2 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in
Exhibit 5.1)
24.1 Power of Attorney (contained on signature page hereto)
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* Incorporated by reference to the Registration Statement on Form S-8 (No. 333-
81593) filed by the registrant on June 25, 1999.