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As filed with the Securities and Exchange Commission on July 1, 1997
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EXCITE, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 77-0378215
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
555 BROADWAY
REDWOOD CITY, CALIFORNIA 94063
(Address of principal executive offices)
1996 EQUITY INCENTIVE PLAN
(Full title of the plan)
ROBERT C. HOOD
EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER
AND CHIEF ADMINISTRATIVE OFFICER
555 BROADWAY
REDWOOD CITY, CALIFORNIA 94063
(415) 494-0600
(Name, address and telephone number, including area code, of agent for service)
COPIES TO:
Mark C. Stevens, Esq.
Jeffrey R. Vetter, Esq.
Fenwick & West LLP
Two Palo Alto Square
Palo Alto, California 94306
CALCULATION OF REGISTRATION FEE
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PROPOSED
AMOUNT PROPOSED MAXIMUM MAXIMUM
TITLE OF SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------
Common Stock, no par value .. 1,407,983 $ 7.914(1) $11,142,778(1) $ 3,377
- ------------------------------------------------------------------------------------------------------
Common Stock, no par value... 1,847,017 $ 14.219(2) $26,262,736(2) $ 7,958
- ------------------------------------------------------------------------------------------------------
Total 3,255,000 N/A $37,405,513 $ 11,335
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(1) Estimated as of June 30, 1997 pursuant to Rule 457(h)(l) under the
Securities Act of 1933, as amended (the "Securities Act"), solely for the
purpose of calculating the registration fee and based upon the weighted
average exercise price of outstanding options.
(2) Estimated as of June 30, 1997 pursuant to Rule 457(c) of the Securities
Act, solely for the purpose of calculating the registration fee and based
on the average of the bid and asked price as of that date.
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Pursuant to General Instruction E of Form S-8, the Registration
Statement is being filed to include an additional 3,255,000 shares of the
Registrant's Common Stock covered by the Registrant's 1996 Equity Incentive Plan
(the "Plan") as amended through June 23, 1997. The contents of the Registrant's
Registration Statement on Form S-8 (SEC File No. 333-07625) previously filed
with the Securities and Exchange Commission on July 3, 1996 with respect to the
Plan are incorporated herein by reference.
ITEM 8. EXHIBITS
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Exhibit No. Description
- ----------- -----------
<S> <C>
4.01 Registrant's Articles of Incorporation, as amended incorporated herein by
reference to Registrant's Registration Statement on Form S-8, File No.
333-07625, filed with the Commission on July 3, 1996).
4.02 Registrant's Bylaws (incorporated herein by reference to
Registrant's Registration Statement on Form SB-2, File No.
333-2328-LA, initially filed with the Commission on March
11, 1996, and as subsequently amended through April 3,
1996 (the "Form SB-2")).
4.03 Registrant's 1996 Equity Incentive Plan, as amended and
related documents (incorporated herein by reference to
Registrant's Registration Statement on Form S-1, File No.
333-22669, initially filed on March 3,1997, and as
subsequently amended through June 5, 1997 (the "Form
S-1")).
4.04 Form of Specimen Certificate for Registrant's Common Stock (incorporated
herein by reference to the Form SB-2).
4.05 Registrant's Restated and Amended Investor's Rights Agreement
(incorporated herein by reference to the Form SB-2).
4.06 Amendment to Restated and Amended Investors' Rights
Agreement dated as of August 1,1996 (incorporated herein
by reference to the Form S-1).
4.07 Amendment to Restated and Amended Investors' Rights Agreement dated as of
November 25, 1996 (incorporated herein by reference to Registrant's Annual
Report on Form 10-K, File No. 0-28064, filed with the Commission on
March 31, 1997 (the "Form 10-K")).
4.08 Registration Rights Agreement dated as of November 25, 1996 by and among
the Registrant, America Online, Inc. and AOL Ventures, Inc. (incorporated
herein by reference to the Form S-1).
4.09 Voting Agreement dated as of November 25,1996 by and among the Registrant
and certain shareholders (incorporated herein by reference to the Form
10-K).
4.10 Letter Agreement dated as of November 25,1996 by and among certain
shareholders of Registrant (incorporated herein by reference to the Form
10-K).
5.01 Opinion of Fenwick & West LLP.
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 (see page II-3).
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II-1
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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 Redwood City, State of California, on the 26th day of
June, 1997.
EXCITE, INC.
By: /s/ Robert C. Hood
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Robert C. Hood,
Executive Vice President,
Chief Administrative Officer
and Chief Financial Officer
II-2
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose
signature appears below constitutes and appoints George Bell and Robert C. Hood,
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement on Form S-8, and to file the same with all
exhibits thereto and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
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Signature Title Date
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PRINCIPAL EXECUTIVE OFFICER
AND DIRECTOR:
/s/ George Bell President, Chief Executive June 26, 1997
- ---------------------------------- Officer and a Director
George Bell
PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER
/s/ Robert C. Hood Executive Vice President, June 26, 1997
- ---------------------------------- Chief Administrative Officer
Robert C. Hood and Chief Executive Officer
ADDITIONAL DIRECTORS:
/s/ Joseph R. Kraus, IV Director and Senior Vice June 26, 1997
- --------------------------------- President
Joseph R. Kraus, IV
/s/ Vinod Khosla Director June 26, 1997
- ---------------------------------
Vinod Khosla
/s/ Geoffrey Y. Yang Director June 26, 1997
- ---------------------------------
Geoffrey Y. Yang
/s/ Stephen M. Case Director June 26, 1997
- ---------------------------------
Stephen M. Case
/s/ Donn M. Davis Director June 26, 1997
- ---------------------------------
Donn M. Davis
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II-3
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EXHIBIT INDEX
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Exhibit No. Description
- ----------- -----------
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4.01 Registrant's Articles of Incorporation, as amended incorporated herein by
reference to Registrant's Registration Statement on Form S-8, File No.
333-07625, filed with the Commission on July 3, 1996).
4.02 Registrant's Bylaws (incorporated herein by reference to
Registrant's Registration Statement on Form SB-2, File No.
333-2328-LA, initially filed with the Commission on March
11, 1996, and as subsequently amended through April 3,
1996 (the "Form SB-2")).
4.03 Registrant's 1996 Equity Incentive Plan, as amended and
related documents (incorporated herein by reference to
Registrant's Registration Statement on Form S-1, File No.
333-22669, initially filed on March 3,1997, and as
subsequently amended through June 5, 1997 (the "Form
S-1")).
4.04 Form of Specimen Certificate for Registrant's Common Stock (incorporated
herein by reference to the Form SB-2).
4.05 Registrant's Restated and Amended Investor's Rights Agreement
(incorporated herein by reference to the Form SB-2).
4.06 Amendment to Restated and Amended Investors' Rights
Agreement dated as of August 1,1996 (incorporated herein
by reference to the Form S-1).
4.07 Amendment to Restated and Amended Investors' Rights Agreement dated as of
November 25, 1996 (incorporated herein by reference to Registrant's Annual
Report on Form 10-K, File No. 0-28064, filed with the Commission on
March 31, 1997 (the "Form 10-K")).
4.08 Registration Rights Agreement dated as of November 25, 1996 by and among
the Registrant, America Online, Inc. and AOL Ventures, Inc. (incorporated
herein by reference to the Form S-1).
4.09 Voting Agreement dated as of November 25,1996 by and among the Registrant
and certain shareholders (incorporated herein by reference to the Form
10-K).
4.10 Letter Agreement dated as of November 25,1996 by and among certain
shareholders of Registrant (incorporated herein by reference to the Form
10-K).
5.01 Opinion of Fenwick & West LLP.
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 (see page II-3).
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EXHIBIT 5.01
June 26, 1997
Excite, Inc.
555 Broadway
Redwood City, California 94063
Gentlemen/Ladies:
At your request, we have examined the Registration Statement on Form S-8
(the "Registration Statement") to be filed by you with the Securities and
Exchange Commission on or about June 26, 1997 in connection with the
registration under the Securities Act of 1933, as amended, of an aggregate of
3,255,000 additional shares of your Common Stock (the "Stock") subject to
issuance by you pursuant to your 1996 Equity Incentive Plan (the "Plan").
In rendering this opinion, we have examined the following:
(1) the Registration Statement, together with the exhibits filed as
a part thereof, including, without limitation, the Plan and
related documents;
(2) the minutes of meetings and actions by written consent of the
Board of Directors relating to the Plan and the increase, by
3,255,000 shares, of the number of shares of Stock covered
thereby;
(3) the Articles of Incorporation of Excite, Inc. ("Excite") as
amended through June 26, 1996 and the Bylaws of Excite both
certified by Excite on June 26, 1997; and
(4) a Management Certificate of even date herewith in which you have
given us certain factual representations.
In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the legal capacity of all natural
persons, the genuineness of all signatures on original documents, the
authenticity of all documents submitted to us as originals, the conformity to
originals of all documents submitted to us as copies, the lack of any
undisclosed terminations, modifications, waivers or amendments to any documents
reviewed by us and the due execution and delivery of all documents where due
execution and delivery are prerequisites to the effectiveness thereof.
As to matters of fact relevant to this opinion, we have relied solely
upon our examination of the documents referred to above and have assumed the
current accuracy and completeness of the information included in the documents
referred to above. We have made no independent investigation or other attempt to
verify the accuracy of any of such information or to determine the existence or
non-existence of any other factual matters; however, we are not aware of any
facts that would lead us to believe that the opinion expressed herein is not
accurate.
Based upon the foregoing, it is our opinion that, upon shareholder
approval of the increase in the number of shares of Common Stock, by 3,255,000,
covered by the Plan, the 3,255,000 additional shares of Stock that may be issued
and sold by you pursuant to the Plan and in the manner referred to in the
Prospectus associated with the Registration Statement, and, in the case of
shares of Stock issuable upon exercise of stock options, the stock options
issued thereunder, will be legally issued, fully paid and nonassessable.
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We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us, if any, in the
Registration Statement, the Prospectus constituting a part thereof and any
amendments thereto.
This opinion speaks only as of its date and is intended solely for the
your use as an exhibit to the Registration Statement for the purpose of the
above sale of the Stock and is not to be relied upon for any other purpose.
Very truly yours,
FENWICK & WEST LLP
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EXHIBIT 23.02
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1996 Equity Incentive Plan of Excite, Inc. of our report
dated January 29, 1997 with respect to the consolidated financial statements of
Excite, Inc. included in its Annual Report (Form 10-K) for the year ended
December 31, 1996, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Palo Alto, California
June 24, 1997
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EXHIBIT 23.03
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated August 6, 1996, which appears on page
45 of the 1996 Annual Report on Form 10-K/A relating to the financial statements
of The McKinley Group, Inc., which do not appear in the Annual Report on Form
10-K/A.
PRICE WATERHOUSE LLP
San Jose, California
June 24, 1997
