Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
LYCOS, INC.
(Exact name of issuer as specified in its charter)
Delaware 04-3277338
(State of Incorporation) (IRS Employer Identification Number)
293 Boston Post Road West, Marlborough, Massachusetts 01752
(Address of Principal Executive Offices)
(508) 229-0717
(Registrant's telephone number, including area code)
LYCOS, INC.
1995 STOCK OPTION PLAN
1996 STOCK OPTION PLAN
1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
1996 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
Michael J. Riccio, Jr., Esquire
Hutchins, Wheeler & Dittmar
A Professional Corporation
101 Federal Street
Boston, Massachusetts 02110
(617) 951-6600
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(l) Per Share Price Fee
Lycos, Inc.
1995 Stock
Option Plan
Common Sto 927,300 $.01-9.60(2) $2,391,036.16 $ 724.56
par value 72,700 10.94(3) 795,338 241.01
$.01 per share
Lycos, Inc.
1996 Stock
Option Plan
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Common Stock, 464,482 6.00-11.125(2) 4,913,520.90 1,488.95
par value 535,518 10.94(3) 5,858,566.90 1,775.32
$.01 per share
Lycos, Inc.1996
Non-Employee
Director Stock
Option Plan
Common Stock, 10,000 11.50(2) 115,000 34.85
par value 90,000 10.94(3) 984,600 298.36
$.01 per share
Lycos, Inc. 1996
Employee Stock
Purchase Plan
Common Stock, 250,000 10.94(3) 2,735,000 828.79
par value
$.01 per share __________ ___________ _______
2,350,000 $17,793,061.96 $5,391.84
(1) Also registered hereunder are such additional number of shares of Common
Stock, presently indeterminable, as may be necessary to satisfy the antidilution
provisions of the Plan to which this Registration Statement relates.
(2) All such shares are issuable upon exercise of outstanding options with fixed
exercise prices. Pursuant to Rule 457(h), the aggregate offering price and the
fee have been computed upon the basis of the price at which the options may be
exercised.
(3) None of such shares are subject to outstanding options. The exercise price
of such options shall be determined at the time of grant. Accordingly, pursuant
to Rule 457(c) and (h), the price of $10.94 per share, which is the average of
the high and low sale prices reported on the Nasdaq Stock Market, Inc. on
October 3, 1996, is set forth solely for purposes of calculating the filing fee.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Company hereby incorporates by reference the documents listed in
(a) through (c) below. In addition, all documents subsequently filed by the
Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 (prior to filing of a Post-Effective Amendment which
indicates that all securities offered 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 a part thereof from the date
of filing of such documents.
(a) The Company's Prospectus dated April 1, 1996 filed pursuant to Rule
424(b) under the Securities Act of 1933, which contains audited financial
statements for the Company's latest fiscal year for which such statements have
been filed.
(b) All of the reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the Prospectus referred to in (a) above.
(c) The description of the Company's Common Stock which is contained in
the Registration Statement on Form 8-A filed by the Company under the Securities
Exchange Act of 1934, including any amendment or report filed for the purpose of
updating such description.
Item 4. Description of Securities
Inapplicable.
Item 5. Interests of Named Experts and Counsel
The validity of the authorization and issuance of the Common Stock
offered hereby will be passed upon for the Company by Hutchins, Wheeler &
Dittmar, A Professional Corporation, Boston, Massachusetts.
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Item 6. Indemnification of Directors and Officers
The Delaware General Corporation Law and the Company's Amended and
Restated By-laws provide for indemnification of the Company's directors and
officers for liabilities and expenses that they may incur in such capacities. In
general, directors and officers are indemnified with respect to actions taken in
good faith in a manner reasonably believed to be in, or not opposed to, the best
interests of the Company, and with respect to any criminal action or proceeding,
actions that the indemnitee has no reasonable choice to believe were unlawful.
The Company has purchased insurance with respect to, among other
things, the liabilities that may arise under the provisions referred to above.
The directors and officers of the Company also are insured against certain
liabilities, including certain liabilities arising under the Securities Act of
1933, as amended, which might be incurred by them in such capacities and against
which they are not indemnified by the Company.
The Company has entered into separate indemnification agreements with
its directors and officers. The indemnification agreements create certain
indemnification obligations of the Company in favor of the directors and
officers and, as permitted by applicable law, will clarify and expand the
circumstances under which a director or officer will be indemnified.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Number Description
4.1 Specimen of Stock Certificate representing shares of Common
Stock(incorporated by reference to the Company's
Registration Statement on Form S-1 filed with the Securities
and Exchange Commission (Reg. No. 333-1354))
4.2 Lycos, Inc. 1995 Stock Option Plan, as amended (incorporated
by reference to the Company's Registration Statement on
Form S-1 filed with the Securities and Exchange Commission
(Reg. No. 333-1354))
4.3 Lycos, Inc. 1996 Stock Option Plan, as amended (incorporated
by reference to the Company's Registration Statement on Form
S-1 filed with the Securities and Exchange Commission
(Reg. No. 333-1354))
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4.4 Lycos, Inc. 1996 Non-Employee Director Stock Option Plan,
amended(incorporated by reference to the Company's
Registration Statement on Form S-1 filed with the Securities
and Exchange Commission (Reg. No. 333-1354))
4.5 Lycos, Inc. 1996 Employee Stock Purchase Plan, as amended
(incorporated by reference to the Company's Registration
Statement on Form S-1 filed with the Securities and Exchange
Commission (Reg. No. 333-1354))
5.1 Opinion of Hutchins, Wheeler & Dittmar, A Professional
Corporation, as to legality of shares being registered and
consent of Hutchins, Wheeler & Dittmar, A Professional
Corporation
23.1 Consent of KPMG Peat Marwick LLP
Item 9. Undertakings
The undersigned Registrant hereby undertakes the following:
(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:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(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;
(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;
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Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 to deliver or
cause to be delivered with the prospectus, to each person to whom the prospectus
is sent or give, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
(c) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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.
(d) The undersigned registrant hereby undertakes, that, insofar
as indemnification for liabilities arising under the Securities Act of 1933 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 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
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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 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 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 Marlborough, Massachusetts on October 8, 1996.
LYCOS, INC.
/s/ Robert J. Davis
Robert J. Davis
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Robert J. Davis and Edward M. Philip, and each of
them, with the power to act without the other, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or in his name, place and stead, in any and all capacities to sign any
and all amendments or post-effective amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or 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
attorney-in-fact and agents or either of them, or their or his substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Robert J. Davis President, Chief October 8, 1996
Robert J. Davis Executive Officer
and Director
(principal executive
officer)
/s/ Edward M. Philip Chief Financial Officer, October 8, 1996
Edward M. Philip Secretary and
Treasurer
(principal financial
and accounting
officer)
/s/ John J. Connors, Jr. Director October 8, 1996
John J. Connors, Jr.
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/s/ Daniel J. Nova Director October 8, 1996
Daniel J. Nova
/s/ David S. Wetherell Director October 8, 1996
David S. Wetherell
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
to
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
LYCOS, INC.
(Exact name of registrant as specified in its charter)
<PAGE>
October 8, 1996
Lycos, Inc.
293 Boston Post Road West
Marlborough, Massachusetts 01752
Gentlemen:
We are general counsel to Lycos, Inc., a Delaware corporation (the
"Company"), and as such counsel we are familiar with the corporate proceedings
taken in connection with the adoption of the Company's 1995 Stock Option Plan,
1996 Stock Option Plan, 1996 Non- Employee Director Stock Option Plan and 1996
Employee Stock Purchase Plan (collectively the "Plans"). We are also familiar
with the registration statement to which a copy of this opinion will be attached
as an exhibit.
As such counsel, we have examined the corporate records of the Company,
including the Restated Certificate of Incorporation, Amended and Restated
By-laws, stock records, minutes of meetings of its Board of Directors and
stockholders and such other documents as we have deemed necessary as a basis for
the opinions herein expressed.
Based upon the foregoing, and having regard for such legal
considerations as we deem relevant, we are of the opinion that:
1. The Company is duly organized and validly existing under the laws
of the State of Delaware;
2. The Company has authorized the issuance of 40,000,000 shares of
common stock, $.01 par value per share, and 5,000,000 shares of Preferred Stock,
par value $.01 per share.
3. The outstanding common stock of the Company has been duly authorized,
constitutes validly issued, fully paid and non-assessable shares of capital
stock of the Company and no personal liability attaches to any of the shares;
and
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Lycos, Inc.
October 8, 1996
Page 2
4. The shares of common stock issuable pursuant to the Plans, when
issued in accordance with the terms thereof, will be validly issued, fully paid
and non-assessable shares of capital stock of the Company to which no personal
liability will attach.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 and to the reference to us under the caption
"Interests of Named Experts and Counsel" in the Registration Statement.
Very truly yours,
/s/ Hutchins, Wheeler & Dittmar
HUTCHINS, WHEELER & DITTMAR
A Professional Corporation
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Auditors' Consent
The Board of Directors
Lycos, Inc.
We consent to incorporation by reference in this registration statement on Form
S-8 of Lycos, Inc. of our report dated February 8, 1996, relating to the balance
sheets of Lycos, Inc. as of July 31, 1995 and January 31, 1996, and the related
statements of operations, stockholders' equity, and cash flows for the period
from inception (June 1, 1995) to July 31, 1995 and the six months ended January
31, 1996, which report appears in the Registration Statement on Form S-1 (No.
333-1354) of Lycos, Inc.
KPMG PEAT MARWICK LLP
Boston, Massachusetts
October 7, 1996
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