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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INFOSPACE, INC. 2001 NONSTATUTORY STOCK OPTION PLAN
INFOSPACE, INC. AND SARAIDE INC. 2000 STOCK PLAN
(Full titles of the plans)
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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
Securities Proposed Maximum Proposed Maximum
to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered Share(1) Price(1) Registration Fee
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Common Stock, $0.0001 par value, to be
issued upon exercise of options granted
under the InfoSpace, Inc. 2001
Nonstatutory Stock Option Plan............. 25,000,000 shares $ 1.845 $ 46,125,000.00 $ 11,531.25
Common Stock, $0.0001 par value, to be
issued upon exercise of options granted
under the InfoSpace, Inc. and Saraide
Inc. 2000 Stock Plan....................... 10,000,000 shares $ 1.845 $ 18,450,000.00 $ 4,612.50
Total....................................... 35,000,000 shares $ 64,575,000.00 $ 16,143.75
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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 InfoSpace,
Inc. 2001 Nonstatutory Stock Option Plan and InfoSpace, Inc. and Saraide
Inc. 2000 Stock 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.
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 Annual Report on Form 10-K for the fiscal year
ended December 31, 2000, filed pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act");
(2) the Company's Current Report on Form 8-K filed with the
Commission pursuant to Section 13(a) or 15(d) of the Exchange Act on
January 23, 2001; and
(3) 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 offered 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.
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, as amended (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
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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
NUMBER DESCRIPTION
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4.1 InfoSpace, Inc. 2001 Nonstatutory Stock Option Plan
4.2* InfoSpace, Inc. and Saraide Inc. 2000 Stock 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-3 (No. 333-
93167) filed by the registrant on December 21, 1999, as amended.
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 of 1933, 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.
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(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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
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 Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act
of 1933 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 of 1933 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 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 April 4, 2001
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Naveen Jain (Principal Executive Officer)
/s/ Tammy D. Halstead Chief Financial Officer April 4, 2001
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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
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/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
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INFOSPACE, INC.
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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4.1 InfoSpace, Inc. 2001 Nonstatutory Stock Option Plan
4.2* InfoSpace, Inc. and Saraide Inc. 2000 Stock 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-3 (No. 333-
93167) filed by the registrant on December 21, 1999, as amended.