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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Lycos, Inc.
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
550818 10 8
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(CUSIP Number)
Anthony R. Cerminaro, Esquire
2301 PPG Place, Pittsburgh, Pennsylvania 15222
(412) 391-2727
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 5, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [_]
Check the following box if a fee is being paid with the statement.[_] (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover
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page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP NO. 550818 10 8
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(1) Name of Reporting Person.
S.S. or I.R.S. Identification No. of Above Person
Michelle Mauldin
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(2) Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
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(3) SEC Use Only
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(4) Source of Funds
00
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(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [_]
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(6) Citizenship or Place of Organization
United States
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Number of (7) Sole Voting Power
Shares 450,000
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Beneficially (8) Shared Voting Power
Owned by None
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Each (9) Sole Dispositive Power
Reporting 450,000
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Person (10) Shared Dispositive Power
With None
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
450,000
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
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(13) Percent of Class Represented by Amount in Row (11)
3.3%
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(14) Type of Reporting Person
IN
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CUSIP NO. 550818 10 8
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(1) Name of Reporting Person.
S.S. or I.R.S. Identification No. of Above Person
Michael Mauldin
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(2) Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
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(3) SEC Use Only
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(4) Source of Funds
00
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(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [_]
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(6) Citizenship or Place of Organization
United States
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Number of (7) Sole Voting Power
Shares 351,086
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Beneficially (8) Shared Voting Power
Owned by None
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Each (9) Sole Dispositive Power
Reporting 351,086
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Person (10) Shared Dispositive Power
With None
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
351,086
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
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(13) Percent of Class Represented by Amount in Row (11)
2.5%
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(14) Type of Reporting Person
IN
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Item 1. Security and Issuer
This statement on Schedule 13D relates to the Common Stock, $.01 par value per
share (the "Common Stock"), of Lycos, Inc., a Delaware corporation ("Lycos").
The principal executive offices of Lycos are located at 500 Old Connecticut
Path Framingham, MA 01701.
Item 2. Identity and Background
This statement is filed by the following reporting persons (collectively, the
Reporting Persons," and individually, a "Reporting Person"):
1. Michelle Mauldin is a United States citizen residing at 304 Heritage Drive,
Pittsburgh, Pennsylvania. Ms. Mauldin is not presently employed.
2. Michael Mauldin is a United States citizen residing at 304 Heritage Drive,
Pittsburgh, Pennsylvania. Mr. Mauldin is employed by Lycos as Chief Scientist.
Lycos is a provider of internet search and related services. The principal
executive offices of Lycos are located at 500 Old Connecticut Path Framingham,
MA 01701.
During the last five years, neither of the Reporting Persons has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) was a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Persons are husband and wife residing at the same residence. In
accordance with the applicable provisions of Rule 144 promulgated under the
Securities Exchange Act of 1934 (the "Exchange Act"), the Reporting Persons must
aggregate their shareholdings for the purpose of determining whether their sales
under Rule 144 comply with applicable volume limitations. On May 5, 1997,
Michelle Mauldin filed a Form 144 with the Securities and Exchange Commission
indicating her intention to sell 50,000 shares of Lycos common stock under Rule
144. Accordingly, the Reporting Persons are required by the provisions of Rule
144 to agree to act together for the purpose of disposing of their Lycos
securities under Rule 144 and are thereby deemed to have acquired beneficial
ownership of the securities held by each other for purposes of Section 13(d)
under the Exchange Act.
The Lycos securities owned by Michelle Mauldin were acquired by gift from
Michael Mauldin on or about March 1, 1996. The Lycos securities beneficially
owned by Michael Mauldin, including those securities owned by Michelle Mauldin
with respect to which he is deemed the beneficial owner under Section 13(d) of
the Exchange Act, were acquired by Michael Mauldin directly from Lycos in
connection with assignment to Lycos of certain intellectual property rights. Of
such shares, the 450,000 shares owned by Michelle Mauldin, and 325,000 of the
shares owned by Michael Mauldin were originally acquired
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by Michael Mauldin in connection with the initial capitalization of Lycos in
July, 1995. Beneficial ownership of 26,086 shares by Michael Mauldin is pursuant
to an option granted to Michael Mauldin in February, 1996 pursuant to the
exercise of certain preemptive rights granted to Michael Mauldin in connection
with said assignment of intellectual property rights. None of the shares of
Lycos Common Stock acquired by the Reporting Persons is registered under the
Securities Act of 1933 (the "Securities Act").
Item 4. Purpose of Transaction
As explained in the response to Item 3, the Reporting Persons acquired
beneficial ownership of the shares of Common Stock of Lycos held by each other
in order to effect sales of the Common Stock under Rule 144 promulgated pursuant
to the Exchange Act. Accordingly, on May 5, 1997, Michelle Mauldin filed a Form
144 with the Securities and Exchange Commission indicating her intention to sell
50,000 shares of Lycos common stock under Rule 144. Michelle Mauldin has since
sold the 50,000 shares under Rule 144 during the period May 5, 1997 to May 12,
1997. While neither of the Reporting Persons has currently filed another Form
144 indicating their intention to sell additional shares of Lycos common stock
under Rule 144, either or both of the Reporting Persons may do so subsequent to
the filing of this statement on Schedule 13D.
Item 5. Interest in Securities of the Issuer
As of the date of this statement, Michelle Mauldin beneficially owns 450,00
shares of Lycos Common Stock, representing approximately 3.3% of the outstanding
shares of Lycos Common Stock. As of the date of this statement, Michael Mauldin
beneficially owns 351,086 shares of Lycos Common Stock representing 2.5% of the
outstanding shares of Lycos Common Stock, of which, beneficial ownership of
26,086 shares is pursuant to a currently exercisable option with an exercise
price of $2.00 per share. Michelle Mauldin disclaims any beneficial ownership of
the shares of Lycos Common Stock owned by Michael Mauldin and Michael Mauldin
disclaims any beneficial ownership of the shares of Lycos Common Stock owned by
Michelle Mauldin. Each Reporting Person has the sole power to vote and dispose
of, or to direct the vote and disposition of, the shares of Lycos Common Stock
owned by the Reporting Person.
During the 60-day period prior to the date of this statement, Michael Mauldin
made private sales of Lycos Common Stock in reliance on the so-called Section
4(1)(1/2) exemption under the Securities Act as follows: 62,000 shares on April
4, 1997 at a per share price of $13.78; 38,000 shares on April 7, 1997 at a per
share price of $13.73; 42,500 shares on April 8, 1997 at a per share price of
$14.67; 22,500 shares on April 9, 1997 at a per share price of $14.19 and 10,000
shares on April 10, 1997 at a per share price of $13.47. During the 60-day
period prior to the date of this statement, Michelle Mauldin made sales of Lycos
Common Stock under Rule 144 as follows. She sold 7,000 shares on May 5, 1997 at
a per share price of $14.88; 3,000 shares on May 5, 1997 at a per share price of
$15.13; 10,000 shares on May 6, 1997 at a per share price of $15.50; 15,000
shares on May 12, 1997 at a per share price of $16.25; and 15,000 shares on May
12, 1997 at a per share price of $16.88.
Except for each of the Reporting Persons, no other person is known to have the
right to
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receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Lycos Common Stock owned by any Reporting Person.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Not applicable.
Item 7. Material to Be Filed as Exhibits
99. Joint Filing Agreement dated May 15, 1997, between the Reporting Persons.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
May 15, 1997 /s/ Michelle Mauldin
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Michelle Mauldin
May 15, 1997 /s/ Michael Mauldin
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Michael Mauldin
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EXHIBIT INDEX
Exhibit Page Number
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99. Joint Filing Agreement dated May 15, 1997,
among the Reporting Persons.
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Exhibit 99
JOINT FILING AGREEMENT
As required by Rule 13d-1(f) of the General Rules and Regulations under the
Securities Exchange Act of 1934, we hereby agree that the statement on Schedule
13D to which this Agreement is an Exhibit is filed on behalf of each of us.
IN WITNESS WHEREOF, this Agreement has been executed on behalf of each of
us as of May 15, 1997.
May 15, 1997 /s/ Michelle Mauldin
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Michelle Mauldin
May 15, 1997 /s/ Michael Mauldin
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Michael Mauldin
