As filed with the Securities and Exchange Commission on June 25, 1999
Registration No. 333-
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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.COM, INC.
(Exact name of issuer as specified in its charter)
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DELAWARE 91-1718107
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(State of Incorporation) (I.R.S. Employer Identification Number)
15375 N.E. 90th Street
Redmond, WA 98052
(Address of principal executive offices)
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RESTATED
1996 FLEXIBLE STOCK INCENTIVE PLAN
(Full title of the plan)
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Ellen B. Alben
Vice President, Legal and Business Affairs, and Secretary
InfoSpace.com, Inc.
15375 N.E. 90th Street
Redmond, WA 98052
(425) 882-1602
(Name, address, including zip code and telephone number,
including area code, of agent for service)
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Copy to:
Barry Taylor, Esq.
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, California 94306
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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(1) Per Share(2) Offering Price(2) Registration Fee
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Common Stock, $0.0001 par value
To be issued under the Restated
1996 Flexible Stock Incentive
Plan............................ 4,000,000 shares $ 45.8125 $ 183,250,000 $ 50,944
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(1) The shares covered by this Registration Statement represent the shares of
Common Stock which have become available for issuance under the
Registrant's Restated 1996 Flexible Stock Incentive Plan (the "Stock
Incentive Plan") as a result of an amendment to the Stock Incentive Plan to
increase the number of shares reserved for issuance thereunder by 4,000,000
shares.
(2) Estimated in accordance with Rule 457 solely for the purpose of calculating
the registration fee based on the average of the high and low price of the
Company's Common Stock as reported on the Nasdaq National Market on June
24, 1999.
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INFOSPACE.COM, 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 by InfoSpace.com, Inc. (the "Company") are
hereby incorporated by reference in this Registration Statement:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1998, filed pursuant to Section 13 of the Exchange Act.
(2) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1999, filed pursuant to Section 13 of the Exchange
Act.
(3) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, dated December 3, 1998, filed
pursuant to Section 12(g) of the Securities Exchange Act of 1934, as
amended (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 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 in 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 to the Company and its stockholders for monetary damages
for breaches of such director's fiduciary
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duty of care in certain instances. The Restated Bylaws (the "Restated Bylaws")
of the Company provides 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 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.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
EXHIBIT DESCRIPTION
NUMBER
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5.1 Opinion of counsel as to legality of securities being registered.
10.1 Restated 1996 Flexible Stock Incentive Plan
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (contained on page II-4).
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.
(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 that is incorporated by reference in 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.
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(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, 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 Redmond, State of Washington, on this 24th day of
May, 1999.
INFOSPACE.COM, INC.
/s/ Ellen B. Alben
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Ellen B. Alben
Vice President, Business and Legal
Affairs, and Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Naveen Jain and Ellen B. Alben,
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.
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Pursuant to the requirements of the Securities Exchange 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 24th day of May,
1999.
Signature Title
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/s/ Naveen Jain Chairman of the Board and Chief Executive Officer
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Naveen Jain (Principal Executive officer)
/s/ Douglas A. Bevis Vice President and Chief Financial Officer
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Douglas A. Bevis (Principal Financial Officer
/s/ Tammy D. Halstead Vice President and Chief Accounting Officer
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Tammy D. Halstead (Principal Accounting Officer)
/s/ Bernee D. L. Strom President, Chief Operating Officer and Director
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Bernee D. L. Strom
/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/ Gary C. List Director
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Gary C. List
/s/ Rufus W. Lumry, III Director
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Rufus W. Lumry, III
/s/ Carl Stork Director
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Carl Stork
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INFOSPACE.COM, INC.
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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5.1 Opinion of counsel as to legality of securities being registered.
10.1 Restated 1996 Flexible Stock Incentive Plan
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained
in Exhibit 5.1).
24.1 Power of Attorney (contained on page II-4).