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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported) September 24, 1998
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EXCITE, INC.
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(Exact name of registrant as specified in its charter)
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Delaware 0-28064 77-0378215
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
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555 Broadway
Redwood City, California 94063
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code (650) 568-6000
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Item 5: Other Events
Adoption of Stockholder Rights Plan.
On September 24, 1998, the Board of Directors of Excite, Inc. (the
"Company") declared a dividend of one preferred share purchase right (a "Right")
for each outstanding share of common stock, par value $0.001 per share (the
"Common Shares"), of the Company. The dividend is payable to stockholders of
record on October 30, 1998 (the "Record Date"). In addition, one Right shall be
issued with each Common Share that becomes outstanding (i) between the Record
Date and the earliest of the Distribution Date, the Redemption Date and the
Final Expiration Date (as such terms are defined in the Rights Agreement) or
(ii) following the Distribution Date and prior to the Redemption Date or Final
Expiration Date, pursuant to the exercise of stock options or under any employee
plan or arrangement or upon the exercise, conversion or exchange of other
securities of the Company, which options or securities were outstanding prior to
the Distribution Date. Each Right entitles the registered holder to purchase
from the Company one one-thousandth of a share of Series F Junior Participating
Preferred Stock, par value $0.001 per share (the "Preferred Shares"), of the
Company, at a price of $175.00, subject to adjustment. The description and terms
of the Rights are set forth in a Rights Agreement (the "Rights Agreement")
between the Company and BankBoston, as Rights Agent. A summary of the Rights and
Rights Agreement is included as Exhibit C to the Rights Agreement, which is
included as Exhibit 4.1 hereto.
Item 7: Financial Statements and Exhibits.
(c) Exhibits
4.1 Rights Agreement dated October 15, 1998, between the Company
and BankBoston, as Rights Agent, which includes as Exhibit A
the form of Certificate of Designations of Series F Junior
Participating Preferred Stock, as Exhibit B the Form of
Right Certificate and as Exhibit C the Summary of Rights to
Purchase Preferred Shares. (Incorporated by reference to the
Company's Registration Statement on Form 8-A filed with the
Securities and Exchange Commission on October 22, 1998.)
99.1 Press release of the Company released October 21, 1998.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: October 22, 1998
EXCITE, INC.
By:/s/ Robert C. Hood
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Robert C. Hood
Executive Vice President,
Chief Administrative Officer
and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
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4.1 Rights Agreement dated October 15, 1998, between the Company and
BankBoston, as Rights Agent, which includes as Exhibit A the form of
Certificate of Designations of Series F Junior Participating Preferred
Stock, as Exhibit B the Form of Right Certificate and as Exhibit C the
Summary of Rights to Purchase Preferred Shares. (Incorporated by
reference to the Company's Registration Statement on Form 8-A filed
with the Securities and Exchange Commission on October 22, 1998.)
99.1 Press release of the Company released October 21, 1998.
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact: Greg Klaben, VP, Investor Relations
Excite, Inc.
(650) 568-6000
EXCITE, INC. ADOPTS STOCKHOLDER RIGHTS PLAN
REDWOOD CITY, CALIFORNIA, OCTOBER 20, 1998 - Excite, Inc. (the "Company")
(Nasdaq: XCIT), today announced that its Board of Directors has adopted a
stockholder rights plan designed to protect the long-term value of the company
for its stockholders during any future unsolicited acquisition attempt.
The plan is designed to give the Company's Board of Directors sufficient
time to study and respond to an unsolicited tender offer or other attempted
acquisition. Adoption of the plan was not made in response to any specific
attempt to acquire the Company or its shares, and the Company is not aware of
any current efforts to do so.
In connection with the plan, the Board declared a dividend of one preferred
share purchase right for each share of the Company's common stock outstanding on
October 30, 1998. Each right will entitle the holder to purchase 1/1000th of a
share of a newly designated Series F Junior Participating Preferred Stock at an
exercise price of $175.00. The preferred stock has been structured so that the
value of 1/1000th of a share of such preferred stock will approximate the value
of one share of common stock.
Initially, the rights are neither exercisable nor traded separately from
the common stock. If a person or a group (an "Acquiring Person") acquires 15
percent or more of the Company's common stock, or announces an intention to make
a tender offer for the Company's common stock the consummation of which would
result in a person or group becoming an Acquiring Person, the rights will become
exercisable and thereafter trade separately from the common stock. Any person
who was a holder of 5% or more of the Company's common stock as of September 24,
1998 will not be deemed to be an Acquiring Person unless such person or group
acquires 20 percent or more of the Company's common stock.
Upon a person becoming an Acquiring Person, the holder of rights (other
than the Acquiring Person) will have the right to acquire shares of the Company
at a substantially discounted price. Additionally, if a person becomes an
Acquiring Person and the Company is acquired in a merger or other business
combination, or 50 percent or more of its assets are sold in a transaction with
an Acquiring Person, the holders of rights (other than the Acquiring Person)
will have the right to receive shares of common stock of the acquiring
corporation at a substantially discounted price.
After a person has become an Acquiring Person, the Company's Board of
Directors may exchange the outstanding rights (other than those held by the
Acquiring Person) for common stock of the Company at an exchange ratio of one
share of common stock per right.
The Board may redeem outstanding rights at any time prior to a person
becoming an Acquiring Person at a price of $0.001 per right. Prior to such time,
the terms of the rights may be amended by the Board. The rights will expire on
October 15, 2008.
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In addition, the Board of Directors also amended the company's bylaws to:
require that the Board be given prior notice of a stockholder proposal to take
action by written consent so that a record date for such action can be
established; require advance notice to the Board of stockholder-sponsored
proposals for consideration at annual meetings and for stockholder nominations
for the election of directors; and establish that vacancies on the Board of
Directors may now be filled until the next annual meeting of stockholders only
by majority vote of the directors then in office.
Further details of the stockholder rights plan are contained in a letter that
will be mailed to all stockholders of the Company.
About Excite, Inc.
Excite, Inc. is a global media company offering consumers a free online
service with a simple front end to the internet and extensive personalization
capabilities, and advertisers the best one-on-one marketing services available
online. The Excite network consists of two of the largest brands on the Web,
Excite (www.excite.com) and WebCrawler (www.webcrawler.com) and its
subsidiaries; MatchLogic, Inc. (www.matchlogic.com), Classifieds 2000, Inc.
(www.classifieds2000.com), Throw, Inc., Excite Japan Co., Ltd.
(www.excite.co.jp) and Excite UK, Ltd.(www.excite.co.uk). Localized versions of
Excite are available in the United Kingdom, Germany, France, Sweden,
Netherlands, Australia, and Japan. The Company is based in Redwood City, CA,
Excite, Inc.
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