As filed with the Securities and Exchange Commission on April 17, 2001
Registration No. 333-93167
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post Effective Amendment No. 2 on
FORM S-1 to
Registration Statement on FORM S-3
UNDER
THE SECURITIES ACT OF 1933
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INFOSPACE, INC.
(Exact name of Registrant as specified in its charter)
Delaware 601 108th Avenue N.E., Suite 1200 91-1718107
(State or other jurisdiction of Bellevue, Washington 98004 (IRS Employer
incorporation or organization) (425) 201-6100 Identification Number)
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
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John M. Hall
Senior Vice President and General Counsel
INFOSPACE, INC.
601 108th 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)
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Copies to:
Patrick J. Schultheis, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
5300 Carillon Point
Kirkland, Washington 98033
(425) 576-5800
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [_]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
On December 21, 1999, InfoSpace, Inc. (the "Company") filed a registration
statement on Form S-3 (File No. 333-93167) (the "Registration Statement")
covering 3,119,300 shares of the Company's Common Stock to be sold by certain
stockholders of the Company. On January 7, 2000, the Company filed a
registration statement on Form S-3 (File No. 333-94279) (the "Warrant
Registration") pursuant to Rule 462(b) of the Securities Act of 1933, as
amended, (the "Securities Act") covering an additional 3,764 shares of Common
Stock to be sold by certain stockholders of the Company upon conversion of a
warrant. On January 10, 2000, the Securities and Exchange Commission (the
"Commission") declared the Registration Statement effective. Under Rule
424(b)(5) of the Securities Act, the Company filed a prospectus on January 10,
2000 which related to the total of 3,123,064 shares of Common Stock registered
on the Registration Statement and the Warrant Registration.
On July 12, 2000, the Company filed Post-Effective Amendment No. 1 on Form
S-1 to the Registration Statement on Form S-3, which the Commission subsequently
declared effective on July 24, 2000. On July 25, 2000, the Company filed a
prospectus under Rule 424(b)(5) of the Securities Act which related to 3,057,292
shares of Common Stock representing all registered shares remaining unsold under
the Registration Statement and the Warrant Registration.
The Registration Statement and Warrant Registration were filed in order to
register shares of the Company's Common Stock issued, or issuable upon
conversion of a warrant, to the former shareholders of Union-Street.com, Inc.
and eComLive.com, Inc., which were acquired by the Company on October 14, 1999
and December 16, 1999, respectively. Based on records of the Company's transfer
agents, the selling stockholders resold 1,341,438 of the 3,123,064 shares
initially registered under the Registration Statement and the Warrant
Registration.
In accordance with the undertaking contained in the Registration Statement
pursuant to Item 512(a)(3) of Regulation S-K under the Securities Act, the
Company respectfully requests that the Commission remove from registration a
total of 1,781,626 shares, 1,777,862 shares of which remain unsold under the
Registration Statement and 3,764 shares of which remain unsold under the Warrant
Registration. The Company is requesting the removal from registration of these
shares as its obligation to maintain the effectiveness of the Registration
Statement pursuant to the registration rights agreements between the Company and
the former stockholders of Union-Street.com, Inc. and eComLive.com, Inc. expired
on October 14, 2000 with respect to the former Union-Street.com, Inc.
stockholders and on December 16, 2000 with respect to the former stockholders of
eComLive.com, Inc.
Accordingly, the Company hereby de-registers the 1,781,626 shares of its
Common Stock registered pursuant to the Registration Statement and the Warrant
Registration remaining unsold thereunder.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Post-Effective Amendment No. 2 on Form S-1 to
the Registration Statement No. 333-93167 on Form S-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Bellevue, State of
Washington, on the 17th day of April, 2001.
INFOSPACE, INC.
By: /s/ John M. Hall
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John M. Hall
Senior Vice President and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 2 on Form S-1 to the Registration Statement on Form S-3
has been signed by the following persons in the capacities indicated below on
the 17th day of April, 2001.
Signature Title
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/s/ Naveen Jain Chief Executive Officer and Chairman of the
- -------------------------------- Board (Principal Executive Officer)
Naveen Jain
/s/ Tammy D. Halstead Chief Financial Officer (Principal Financial
- -------------------------------- and Accounting Officer)
Tammy D. Halstead
/s/ Edmund O. Belsheim, Jr. Chief Operating Officer and Director
- --------------------------------
Edmund O. Belsheim, Jr.
/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
/s/ David C. House Director
- --------------------------------
David C. House
/s/ Rufus W. Lumry, III Director
- --------------------------------
Rufus W. Lumry, III
/s/ William D. Savoy Director
- --------------------------------
William D. Savoy