<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 5, 1997
REGISTRATION NO. 333-22669
================================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
PRE-EFFECTIVE
AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
----------------------
EXCITE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
CALIFORNIA 7379 77-0378215
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
----------------------
555 BROADWAY
REDWOOD CITY, CALIFORNIA 94063
(415) 568-6000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------------
ROBERT C. HOOD
EXECUTIVE VICE PRESIDENT, CHIEF ADMINISTRATIVE OFFICER AND CHIEF FINANCIAL
OFFICER
EXCITE, INC.
555 BROADWAY
REDWOOD CITY, CALIFORNIA 94063
(415) 568-6000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
----------------------
COPIES TO:
MARK C. STEVENS, ESQ.
JEFFREY R. VETTER, ESQ.
MICHAEL MCADAM, ESQ.
FENWICK & WEST LLP
TWO PALO ALTO SQUARE
PALO ALTO, CALIFORNIA 94306
(415) 494-0600
----------------------
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after the effective date of this Registration Statement.
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, as amended (the "Securities Act") check the following box. [X]
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. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value...... 2,645,000 $15.375(1) $40,666,875(1) $12,323.30(2)
- -----------------------------------------------------------------------------------------------------------
Common Stock, no par value...... 255,000 $11.9375(3) $3,044,063(3) $922.44(4)
- -----------------------------------------------------------------------------------------------------------
Total........................... 2,900,000 $13,245.74
===========================================================================================================
</TABLE>
(1) Estimated pursuant to Rule 457(c) solely for the purposes of calculating the
registration fee and based on the average of the high and low sales prices
of the Common Stock on the Nasdaq National Market on February 27, 1997.
(2) Previously paid.
(3) Computed on the basis of the offering price of the additional shares.
(4) In accordance with Rule 457(a), the amount of the additional filing fee was
estimated pursuant for Rule 457(c) for the purpose of calculating the
additional registration fee and based on the average of the high and low
sales prices of the Common Stock on the Nasdaq National Market on May 30,
1997.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the costs and expenses to be paid in
connection with the sale of the shares of Common Stock being registered hereby.
All amounts are estimates except for the Securities and Exchange Commission
registration fee, and the Nasdaq National Market filing fee.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee..................... $ 13,245.74
Nasdaq National Market filing fee....................................... 22,600.00
Accounting fees and expenses............................................ 75,000.00
Legal fees and expenses................................................. 175,000.00
Printing................................................................ 175,000.00
Road show expenses...................................................... 30,000.00
Blue sky fees and expenses.............................................. 5,000.00
Transfer agent fees and expenses........................................ 5,000.00
Miscellaneous........................................................... 99,154.26
-----------
Total......................................................... $600,000.00
==========
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Articles of Incorporation include a provision that
eliminates the personal liability of its directors to the Registrant and its
shareholders for monetary damages for breach of the directors' fiduciary duties
to the fullest extent permitted by law. This limitation has no effect on a
director's liability (i) for acts or omissions that involve intentional
misconduct or a knowing and culpable violation of law, (ii) for acts or
omissions that a director believes to be contrary to the best interests of the
Registrant or its shareholders or that involve the absence of good faith on the
part of the director, (iii) for any transaction from which a director derived an
improper personal benefit, (iv) for acts or omissions that show a reckless
disregard for the director's duty to the Registrant or its shareholders in
circumstances in which the director was aware, or should have been aware, in the
ordinary course of performing a director's duties, of a risk of a serious injury
to the Registrant or its shareholders, (v) for acts or omissions that constitute
an unexcused pattern of inattention that amounts to an abdication of the
director's duty to the Registrant or its shareholders, (vi) under Section 310 of
the California Corporations Code (the "California Code") (concerning contracts
or transactions between the Registrant and a director) or (vii) under Section
316 of the California Code (concerning directors' liability for improper
dividends, loans and guarantees). The provision does not extend to acts or
omissions of a director in his capacity as an officer. Further, the provision
will not affect the availability of injunctions and other equitable remedies
available to the Registrant's shareholders for any violation of a director's
fiduciary duty to the Registrant or its shareholders.
The Registrant's Articles of Incorporation also include an authorization
for the Registrant to indemnify its agents (as defined in Section 317 of the
California Code), through bylaw provisions, by agreement or otherwise, to the
fullest extent permitted by law. Pursuant to this latter provision, the
Registrant's Bylaws provide for indemnification of the Registrant's directors
and officers. In addition, the Registrant, at its discretion, may provide
indemnification to persons whom the Registrant is not obligated to indemnify.
The Bylaws also allow the Registrant to enter into indemnity agreements with
individual directors, officers, employees and other agents. These indemnity
agreements have been entered into with all directors and provide the maximum
indemnification permitted by law. These agreements, together with the
Registrant's Bylaws and Articles of Incorporation, may require the Registrant,
among other things, to indemnify such directors against certain liabilities that
may arise by reason of their status or service as directors (other than
liabilities resulting from willful misconduct of a culpable nature), to advance
expenses to them as they are incurred, provided that they undertake to repay the
amount advanced if it is ultimately determined by a court that they are not
entitled to indemnification, and to obtain directors' and officers' insurance if
available on reasonable terms.
Section 317 of the California Code and the Registrant's Bylaws make
provision for the indemnification of officers, directors and other corporate
agents in terms sufficiently broad to indemnify such persons, under certain
circumstances for liabilities (including reimbursement of expenses incurred)
arising under the Securities Act.
II-1
<PAGE> 3
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.
The Registrant has directors and officers liability insurance with a per
claim and annual aggregate coverage limit of $5,000,000.
Reference is made to the following documents filed as exhibits to this
Registration Statement regarding relevant indemnification provisions described
above and elsewhere herein:
<TABLE>
<CAPTION>
EXHIBIT
DOCUMENT NUMBER
-------------------------------------------------------------------------- -------
<S> <C>
Registrant's Articles of Incorporation.................................... 3.01
Registrant's Bylaws....................................................... 3.02
Form of Indemnity Agreement............................................... 10.05
</TABLE>
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
The following table sets forth information regarding all securities sold by
the Registrant since the Company's inception (June 9, 1994).
<TABLE>
<CAPTION>
AGGREGATE
TITLE OF NUMBER OF PURCHASE FORM OF
PURCHASER DATE OF SALE SECURITIES(1) SHARES PRICE CONSIDERATION
--------------------------------- ------------------ ------------- ---------- ------------ ----------------
<S> <C> <C> <C> <C> <C>
Ryan A. McIntyre................. September 1, 1994 Common Stock 148,888 $ 67.00 Cash
Benjamin E. Lutch................ September 1, 1994 Common Stock 148,888 67.00 Cash
Martin R. Reinfried.............. September 1, 1994 Common Stock 111,110 50.00 Cash
Graham F. Spencer................ September 1, 1994 Common Stock 172,222 77.50 Cash
Mark A. Van Haren................ September 2, 1994 Common Stock 148,888 67.00 Cash
Joseph R. Kraus, IV.............. September 5, 1994 Common Stock 158,888 71.50 Cash
Ken Keller....................... April 3, 1995 Two Warrants (2) 100.00 Cash and
to Purchase Services
Common Stock
Joseph R. Kraus.................. July 26, 1995 Common Stock 141,112 4,938.92 Cash
Benjamin E. Lutch................ July 26, 1995 Common Stock 1,112 38.92 Cash
Ryan A. McIntyre................. July 26, 1995 Common Stock 1,112 38.92 Cash
Martin R. Reinfried.............. July 26, 1995 Common Stock 38,890 1,361.15 Cash
Graham F. Spencer................ July 26, 1995 Common Stock 277,778 9,722.23 Cash
Mark A. Van Haren................ July 26, 1995 Common Stock 1,112 38.92 Cash
Charles River Partnership VII.... July 28, 1995 Series A 112,500 150,000.00 Cash
Preferred
Stock(3)
IDG Holdings, Inc................ July 28, 1995 Series A 112,500 150,000.00 Cash and
Preferred Cancellation of
Stock(3) Indebtedness
Institutional Venture Management
VI Geoffrey Yang............... July 28, 1995 Series A 9,000 12,000.00 Cash and
Preferred Cancellation of
Stock(3) Indebtedness
Institutional Venture Management
VI Geoffrey Yang............... July 28, 1995 Series A 441,000 588,000.00 Cash and
Preferred Cancellation of
Stock(3) Indebtedness
Kleiner Perkins Caufield & Byers
VII, Vinod Khosla.............. July 28, 1995 Series A 405,000 540,000.00 Cash and
Preferred Cancellation of
Stock(3) Indebtedness
KPCB VII Founder's Fund
Vinod Khosla................... July 28, 1995 Series A 45,000 60,000.00 Cash and
Preferred Cancellation of
Stock(3) Indebtedness
Joseph R. Kraus.................. July 31, 1995 Common Stock 95,560 3,344.60 Cash
Benjamin E. Lutch................ July 31, 1995 Common Stock 47,780 1,672.30 Cash
Ryan A. McIntyre................. July 31, 1995 Common Stock 47,780 1,672.30 Cash
Martin R. Reinfried.............. July 31, 1995 Common Stock 47,780 1,672.30 Cash
Graham F. Spencer................ July 31, 1995 Common Stock 143,340 5,016.90 Cash
Mark A. Van Haren................ July 31, 1995 Common Stock 47,780 1,672.30 Cash
Mark A. Vershel.................. August 1, 1995 Common Stock 4,032 141.12 Services
</TABLE>
II-2
<PAGE> 4
<TABLE>
<CAPTION>
AGGREGATE
TITLE OF NUMBER OF PURCHASE FORM OF
PURCHASER DATE OF SALE SECURITIES(1) SHARES PRICE CONSIDERATION
--------------------------------- ------------------ ------------- ---------- ------------ ----------------
<S> <C> <C> <C> <C> <C>
Lighthouse Capital Partners,
L.P............................ August 2, 1995 Warrant to (4) 100.00 Cash
Purchase
Series A
Preferred
Stock
F & W Investments 1994........... November 6, 1995 Series B 10,000 25,000.00 Cash
Preferred
Stock(3)
Institutional Venture Management
VI
Geoffrey Yang.................. November 6, 1995 Series B 6,000 15,000.00 Cash
Preferred
Stock(3)
Institutional Venture Partners VI
Geoffrey Yang.................. November 6, 1995 Series B 282,000 705,000.00 Cash
Preferred
Stock(3)
IVP Founders Fund I, L.L.P.
Geoffrey Yang.................. November 6, 1995 Series B 12,000 30,000.00 Cash
Preferred
Stock(3)
Kleiner Perkins Caufield & Byers
VII
Vinod Khosla..................... November 6, 1995 Series B 263,700 659,250.00 Cash
Preferred
Stock(3)
KPCB Information Sciences
Zaibatsu Fund II
Vinod Khosla................... November 6, 1995 Series B 7,500 18,750.00 Cash
Preferred
Stock(3)
KPCB VII Founders Fund
Vinod Khosla................... November 6, 1995 Series B 28,800 72,000.00 Cash
Preferred
Stock(3)
Institutional Venture Management
VI
Geoffrey Yang.................. November 6, 1995 Warrant to 12,000 (5) (5)
Purchase
Common Stock
Institutional Venture Partners VI
Geoffrey Yang.................. November 6, 1995 Warrant to 564,000 (5) (5)
Purchase
Common Stock
IVP Founders Fund L.L.P.
Geoffrey Yang.................. November 6, 1995 Warrant to 24,000 (5) (5)
Purchase
Common Stock
Kleiner Perkins Caufield & Byers
VII
Vinod Khosla................... November 6, 1995 Warrant to 527,400 (5) (5)
Purchase
Common Stock
KPCB Information Sciences
Zaibatsu
Fund II
Vinod Khosla................... November 6, 1995 Warrant to 15,000 (5) (5)
Purchase
Common Stock
KPCB VII Founders Fund
Vinod Khosla................... November 6, 1995 Warrant to 57,600 (5) (5)
Purchase
Common Stock
Kevin Altis...................... November 9, 1995 Common Stock 70,000 8,750.00 Sale of assets
Kevin Altis...................... November 9, 1995 Warrant to (6) (6) Sale of assets
Purchase
Common Stock
Lighthouse Capital Partners,
L.P. .......................... November 30, 1995 Warrant to (7) 100.00 Cash
Purchase
Series B
Preferred
Stock
Brett T Bullington............... November 30, 1995 Common Stock 4,000 500.00 Services
Institutional Venture Partners VI
Geoffrey Yang.................. December 8, 1995 Series C 29,052 169,082.64 Cash
Preferred
Stock(3)
Institutional Venture Management
VI
Geoffrey Yang.................. December 8, 1995 Series C 618 3,596.76 Cash
Preferred
Stock(3)
</TABLE>
II-3
<PAGE> 5
<TABLE>
<CAPTION>
AGGREGATE
TITLE OF NUMBER OF PURCHASE FORM OF
PURCHASER DATE OF SALE SECURITIES(1) SHARES PRICE CONSIDERATION
--------------------------------- ------------------ ------------- ---------- ------------ ----------------
<S> <C> <C> <C> <C> <C>
IVP Founders Fund I, L.L.P.
Geoffrey Yang.................. December 8, 1995 Series C 1,236 7,193.52 Cash
Preferred
Stock(3)
Kleiner Perkins Caufield & Byers
VII
Vinod Khosla................... December 8, 1995 Series C 27,166 159,106.12 Cash
Preferred
Stock(3)
KPCB VII Founders Fund
Vinod Khosla................... December 8, 1995 Series C 2,967 17,267.94 Cash
Preferred
Stock(3)
KPCB Information Sciences
Zaibatsu
Fund II
Vinod Khosla................... November 6, 1995 Series C 773 4,498.86 Cash
Preferred
Stock(3)
F & W Investments 1994........... November 6, 1995 Series C 294 1,711.08 Cash
Preferred
Stock(3)
Charles River Partnership VII.... November 6, 1995 Series C 3,311 19,270.02 Cash
Preferred
Stock(3)
IDG Holdings, Inc................ November 6, 1995 Series C 3,311 19,270.02 Cash
Preferred
Stock(3)
Rosewood Stone Group, Inc........ November 6, 1995 Series C 85,911 500,002.02 Cash
Preferred
Stock(3)
Kevin Altis...................... February 28, 1996 Common Stock 45,000 150,000.00 Cancellation of
Indebtedness
Ken Keller....................... March 1, 1996 Common Stock 64,540 59,675.00 Cash
AOL Ventures, Inc................ March 8, 1996 Series D 310,753 5,000,015.77 Cash
Preferred
Stock(3)
Tribune Company.................. March 8, 1996 Series D 372,903 6,000,009.27 Cash
Preferred
Stock(3)
Robert Pittman................... March 8, 1996 Series D 6,215 99,999.35 Cash
Preferred
Stock(3)
CUC International Inc............ March 8, 1996 Series D 62,150 999,993.50 Cash
Preferred
Stock(3)
Itochu Technology................ March 8, 1996 Series D 3,107 49,991.63 Cash
Preferred
Stock(3)
Itochu Technology................ March 8, 1996 Series D 12,430 199,998.70 Cash
Preferred
Stock(3)
IDG Holdings, Inc................ March 8, 1996 Series D 5,000 80,450.00 Release of
Preferred Claims
Stock(3)
AOL Ventures, Inc. ("AOL
Ventures")..................... March 8, 1996 Warrant to (8) (8) Cash
Purchase
Common Stock
2 shareholders of GoMedia,
Inc............................ August 1, 1996 Common Stock 15,000 (9) (9)
33 shareholders of The McKinley
Group, Inc..................... August 30, 1996 Common Stock 849,997 (10) (10)
5 optionees...................... February 7,
1996 -- July 1,
1996 Common Stock 132,301 73,262.00 Cash and
Promissory Notes
America Online, Inc. ............ March 27, 1997 Preferred 3,280,330 (11) (11)
Stock
Warrant to
Purchase
Preferred
Stock
Exchange
Right
</TABLE>
- ---------------
(1) All sales, unless otherwise noted, were made in reliance on Section 4(2) of
the Securities Act and/or Regulation D or Rule 701 promulgated under the
Securities Act and were made without general
II-4
<PAGE> 6
solicitation or advertising. The purchasers were sophisticated investors with
access to all relevant information necessary to evaluate these investments, and
who represented to the Registrant that the shares were being acquired for
investment.
(2) Warrant No. 1 to purchase up to 36,000 shares of Common Stock at an
exercise price of $0.8666 per share and Warrant No. 2 to purchase up to
28,540 shares of Common Stock at an exercise price of $1.25 per share.
(3) Each share of Preferred Stock was converted into two shares of Common
Stock.
(4) Warrant to purchase up to 15,000 shares of Series A Preferred Stock
(convertible into 30,000 shares of Common Stock) at an exercise price of
$1.33 per share of Series A Preferred Stock.
(5) Issued in conjunction with the purchase of Series B Preferred Stock. This
Warrant was exercisable at an exercise price of $0.125 per share.
(6) Issued in conjunction with a sale of assets by Purchaser to the Registrant.
45,000 shares of Common Stock were subject to the Warrant.
(7) Warrant to purchase up to 8,000 shares of Series B Preferred Stock
(convertible into 16,000 shares of Common Stock) at an exercise price of
$2.50 per share of Series B Preferred Stock.
(8) Warrant to purchase up to 650,000 shares of Common Stock at an exercise
price of $8.00 per share (the "AOL Warrant"). See "Certain Transactions."
(9) On August 1, 1996, the Registrant merged with GoMedia, Inc. ("GoMedia") and
acquired all of the outstanding shares of common stock of GoMedia in
exchange for 15,000 shares of the Registrant's Common Stock.
(10) On August 30, 1996, Excite Acquisition, Inc., a wholly owned subsidiary of
the Registrant, merged with The McKinley Group, Inc. ("McKinley") and
acquired all of the outstanding shares of common stock of McKinley in
exchange for 849,997 shares of the Registrant's Common Stock issued
pursuant to Section 3(a)(10) of the Securities Act.
(11) On November 25, 1996, the Company agreed to purchase certain assets
relating to America Online, Inc.'s ("AOL") WebCrawler search and retrieval
service (the "WebCrawler Assets") and also entered into a distribution and
license agreement with AOL. As consideration for the purchase of the
WebCrawler Assets, the Company issued to AOL, 1,250,000 and 700,000 shares
of Series E-1 and E-2 Preferred Stock, respectively. In connection with
this acquisition and a distribution agreement, the AOL Warrant was amended
to be exercisable into 650,000 shares of Series E-3 Preferred Stock, rather
than Common Stock and AOL was given the right to exchange for a 90-day
period commencing March 27, 1997 the 680,330 shares of Common Stock
beneficially owned by it into an equivalent number of shares of Series E-4
Preferred Stock. The Company received no monetary consideration in these
transactions.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following exhibits are filed herewith:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
- ------ ---------------------------------------------------------------------------------
<C> <C> <S>
2.01 -- Agreement and Plan of Reorganization dated as of August 7, 1996 by and among the
Registrant, Excite Acquisition Corporation, The McKinley Group, Inc., Isabel
Maxwell, Christine Maxwell, David Hayden, Roger Malina and Daniel Lynch.(1)
2.02 -- Agreement of Merger dated as of August 30, 1996 by and between Excite Acquisition
Corporation and the McKinley Group, Inc.(1)
3.01 -- Registrant's Amended and Restated Articles of Incorporation.(2)
3.02 -- Certificate of Determination for Series E-1, E-2, E-3 and E-4 Preferred Stock.+
3.03 -- Registrant's Bylaws, as amended.(3)
4.01 -- Form of Specimen Certificate for Registrant's Common Stock.(4)
4.02 -- Restated and Amended Investors' Rights Agreement.(4)
4.03 -- Amendment to Restated and Amended Investors' Rights Agreement dated as of August
1, 1996.+
4.04 -- Amendment to Restated and Amended Investors' Rights Agreement dated as of
November 25, 1996.(9)
4.05 -- Registration Rights Agreement dated as of November 25, 1996 by and among the
Registrant, America Online, Inc. and AOL Ventures, Inc.+
</TABLE>
II-5
<PAGE> 7
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
- ------ ---------------------------------------------------------------------------------
<C> <C> <S>
4.06 -- Voting Agreement dated as of November 25, 1996 by and among the Registrant and
certain shareholders.(9)
4.07 -- Letter Agreement dated as of November 25, 1996 by and among certain shareholders
of Excite, Inc.(9)
5.01 -- Opinion of Fenwick & West LLP regarding legality of the securities being issued.+
9.01 -- Voting Trust Agreement dated as of November 25, 1996 by and among the Registrant,
America Online, Inc, AOL Ventures, Inc. and Richard Redding.+
10.01 -- Registrant's 1995 Equity Incentive Plan.(3)
10.02 -- Registrant's 1996 Equity Incentive Plan, as amended.+
10.03 -- Registrant's 1996 Directors Stock Option Plan.(3)
10.04 -- Registrant's 1996 Employee Stock Purchase Plan.(3)
10.05 -- Registrant's 401(k) Plan.(3)
10.06 -- Form of Indemnity Agreement entered into by Registrant with each of its
directors.(3)
10.07 -- Bridge Line of Credit Agreement, dated as of February 23, 1996, among the
Registrant and Kleiner Perkins Caufield & Byers VII, KPCB VII Founders Fund, KPCB
Information Sciences Zaibatsu Fund II, Institutional Venture Partners VI,
Institutional Venture Management VI and IVP Founders Fund I, L.P., and Form of
Convertible Promissory Note and Form of Promissory Note, as amended.(3)
10.08 -- Promissory Note, dated as of February 27, 1996, issued by Graham F. Spencer to
the Registrant.(3)
10.09 -- Secured Full Recourse Promissory Note, dated as of March 15, 1996, issued by
Brett T. Bullington to the Registrant.+
10.10 -- Stock Pledge Agreement dated as of March 15, 1996 by and between the Registrant
and Brett T. Bullington.+
10.11 -- Offer Letter dated January 25, 1996, as amended, to Richard B. Redding.(3)
10.12 -- Offer Letter dated November 30, 1995, as amended, to Brett T. Bullington.(3)
10.13 -- Offer Letter dated March 6, 1996, to Cary H. Masatsugu.(3)
10.14 -- Offer Letter dated January 16, 1996, as amended, to George Bell.(3)
10.15 -- Offer Letter dated as of November 15, 1996, to Robert C. Hood.+
10.16 -- Offer Letter dated as of September 23, 1996 to William White Jr.+
10.17 -- Offer Letter dated as of November 21, 1996, to Jed Simmons.+
10.18 -- Consulting Agreement dated as of November 19, 1996 by and between the Registrant
and Robert C. Hood.+
10.19 -- Consulting Agreement dated as of November 22, 1996 by and between the Registrant
and Jed Simmons.+
10.20 -- Office Lease, dated as of January 22, 1996, by and between the Registrant and
McCandless Land and Cattle Company.(3)
10.21 -- Series D Preferred Stock Purchase Agreement dated as of March 8, 1996 by and
among the Registrant and various investors.(5)
10.22 -- Warrant to purchase 650,000 shares of Common Stock dated March 8, 1996 issued to
AOL Ventures, Inc.(5)
10.23 -- Net Search Program -- Premier Provider Agreement dated as of March 28, 1996
between the Registrant and Netscape Communications Corporation.(6)
10.24 -- Office Lease, dated as of August 9, 1996, by and between the Registrant and
Martin/Campus Associated, L.P.(7)
10.25 -- Acquisition Agreement dated as of November 25, 1996 by and among the Registrant,
America Online, Inc. and Global Network Navigator, Inc.+
10.26 -- Net Search Program - Premier Provider Agreement dated as of March 27, 1996, and
as amended March 27, 1996 and January 21, 1997, between The McKinley Group, Inc.
and Netscape Communications Corporation.(8)
10.27 -- Premier Provider Services Agreement between the Registrant and Netscape
Communications Corporation dated as of March 21, 1997 (confidential treatment has
been requested for certain portions of this exhibit).(10)
</TABLE>
II-6
<PAGE> 8
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
- ------ ---------------------------------------------------------------------------------
<C> <C> <S>
10.28 -- General Security Agreement between the Registrant and Imperial Bank, dated as of
March 27, 1997.+
10.29 -- Security and Loan Agreement between the Registrant and Imperial Bank, dated as of
March 27, 1997.+
10.30 -- Collateral Assignment, Patent Mortgage and Security Agreement made by the
Registrant in favor of Imperial Bank, dated as of March 27, 1997.+
10.31 -- Form of Stock Purchase Agreement with respect to the securities offered hereby.+
11.01 -- Statement of earnings per share.+
21.01 -- List of Subsidiaries+
23.01 -- Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 -- Consent of Ernst & Young LLP, Independent Auditors.+
23.03 -- Consent of Price Waterhouse LLP, Independent Accountants.+
24.01 -- Power of Attorney (included in Part II of this Registration Statement).+
27.01 -- Financial Data Schedule (EDGAR version only).(9)
</TABLE>
- ---------------
+ Previously filed.
(1) Previously filed with the Commission on September 12, 1996, as an exhibit to
the Registrant's Form 8-K (File No. 0-28064) regarding the acquisition of
The McKinley Group, Inc.
(2) Previously filed with the Commission on July 4, 1996, as an exhibit to the
Registrant's Registration Statement on Form S-8 (File No. 333-07625).
(3) Previously filed with the Commission on March 11, 1996, as an exhibit to the
Registrant's Registration Statement on Form SB-2 (File No. 333-2328-LA)
(4) Previously filed with the Commission on March 29, 1996, as an exhibit to
Amendment No. 1 to the Registrant's Registration Statement on Form SB-2
(File No. 333-2328-LA)
(5) Previously filed with the Commission on April 3, 1996, as an exhibit to
Amendment No. 2 to the Registrant's Registration Statement on Form SB-2
(File No. 333-2328-LA)
(6) Previously filed with the Commission on April 3, 1996, as an exhibit to
Amendment No. 3 to the Registrant's Registration Statement on Form SB-2
(File No. 333-2328-LA)
(7) Previously filed with the Commission on November 8, 1996, as an exhibit to
the Registrant's Quarterly Report on Form 10-Q SB (File No. 0-28064) for the
period ended September 30, 1996.
(8) Previously filed with the Commission on February 28, 1997, as an exhibit to
the Registrant's Quarterly Report on Form 10-Q SB/A (File No. 0-28064).
(9) Previously filed with the Commission on March 31, 1997, as an exhibit to the
Registrant's Annual Report on Form 10-K (File No. 0-28064).
(10) Previously filed with the Commission on April 2, 1997, as an exhibit to the
Registrant's Current Report on Form 8-K (File No. 0-28064).
(b) Financial Statement Schedules.
All schedules have been omitted because the information required to be set
forth therein is not applicable or is shown in the financial statements or notes
thereto.
ITEM 17. UNDERTAKINGS.
The Registrant hereby undertakes the following:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement: (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933 (the "Securities Act"); (ii) to reflect in the prospectus any facts
or events arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set
forth in the Registration Statement; and (iii) 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; provided, however, that sections
(i) and (ii) do not apply if the information required to be included in a
post-effective amendment by this section (iii) is contained in
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<PAGE> 9
periodic reports filed with or furnished to the Securities and Exchange
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") that are incorporated
by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment shall be deemed 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.
(4) For determining liability under the Securities Act, to treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant under Rule 424(b)(1) or (4) or 497(h)
under the Securities Act as part of this registration statement as of the
time the Commission declared it effective.
(5) For determining liability under the Securities Act, to treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration
statement, and that offering of the securities at that time as the initial
bona fide offering of those securities.
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 provisions described under Item 14 above, or
otherwise, the Registrant has been advised that in the opinion of the 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 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 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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<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Redwood City, State of California, on June 5,
1997.
EXCITE, INC.
By: /s/ ROBERT C. HOOD
--------------------------------------
Robert C. Hood
Executive Vice President, Chief
Administrative
Officer and Chief Financial Officer
Pursuant to the requirements of the Securities Act, this Amendment has been
signed below by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
- --------------------------------------------- ----------------------------------- ---------------
<C> <S> <C>
PRINCIPAL EXECUTIVE OFFICER:
/s/ GEORGE BELL President, Chief Executive Officer June 5, 1997
- --------------------------------------------- and Director
George Bell
PRINCIPAL FINANCIAL AND PRINCIPAL
ACCOUNTING OFFICER:
/s/ ROBERT C. HOOD Executive Vice President, Chief June 5, 1997
- --------------------------------------------- Administrative Officer and Chief
Robert C. Hood Financial Officer
ADDITIONAL DIRECTORS:
* Senior Vice President and Director June 5, 1997
- ---------------------------------------------
Joseph R. Kraus
* Director June 5, 1997
- ---------------------------------------------
Vinod Khosla
* Director June 5, 1997
- ---------------------------------------------
Donn Davis
* Director June 5, 1997
- ---------------------------------------------
Geoffrey Y. Yang
Director
- ---------------------------------------------
Stephen M. Case
* /s/ ROBERT C. HOOD Attorney-in-Fact June 5, 1997
- ---------------------------------------------
Robert C. Hood
</TABLE>
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