FILED PURSUANT TO RULE 424(b)(3) AND (c)
FILE NUMBER 333-51591
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JULY 20, 1998
722,672 SHARES
LYCOS, INC.
COMMON STOCK
This Prospectus Supplement (the "Prospectus Supplement") supplements the
Prospectus dated May 7, 1998 (the "Prospectus") of Lycos, Inc. ("Lycos" or the
"Company") relating to the public offering, which is not being underwritten, and
sale of up to 722,672 shares of Common Stock, par value $0.01 per share (the
"Shares") of the Company, which may be offered and sold from time to time by
certain stockholders of the Company or by pledgees, donees, transferees or other
successors in interest that receive such shares as a gift, partnership
distribution or other non-sale related transfer (the "Selling Stockholders").
The Company will receive no part of the proceeds of such sales. Of the Shares
offered under the Prospectus, 722,672 Shares were originally issued or reserved
for issuance by the Company in connection with the Company's acquisition of
WiseWire Corporation, a Pennsylvania corporation, by and through a merger of a
wholly-owned subsidiary of Lycos, Wise Acquisition Corporation, with and into
WiseWire Corporation (the "Acquisition"). The "Selling Stockholders" Section of
the Prospectus is hereby supplemented to reflect the distribution of shares held
in the name of Dennis Ciccone by the Ciccone-Leifeld Joint Venture, the Ciccone
Joint Venture # 1 and the Ciccone Joint Venture #2 (together, the "Joint
Ventures") of 15,562 Shares to joint venture partners after the date of the
Prospectus. This Prospectus Supplement should be read in conjunction with the
Prospectus, and is qualified by reference to the Prospectus except to the extent
that the information herein contained supersedes the information contained in
the Prospectus. Capitalized terms used in this Prospectus Supplement and not
otherwise defined herein have the meanings specified in the Prospectus.
<PAGE>
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JULY 20, 1998
SELLING STOCKHOLDERS
Fifteen Thousand Five Hundred Sixty Two (15,562) of the Shares
beneficially owned by the Joint Ventures and reflected in the Prospectus under
the name Dennis Ciccone were distributed to the joint venture partners of the
Joint Ventures on July 1, 1998. The table of Selling Stockholders in the
Prospectus is hereby amended to reflect such distribution by the Joint Ventures
and supplemented to specifically include the entities and individuals who
received such distribution. The following table sets forth as of July 1, 1998,
the number of Shares owned beneficially by Dennis Ciccone and the name of each
of the entities and individuals who received Shares through the distribution by
the Joint Ventures, and the number of shares of Common Stock that each such
Selling Stockholder beneficially owns as of such date, the number of shares of
Common Stock beneficially owned by each such Selling Stockholder that may be
offered for sale from time to time by the Prospectus and this Prospectus
Supplement, the number of shares of Common Stock to be beneficially owned by
each such Selling Stockholder assuming the sale of all of the Shares offered by
such Selling Stockholders and the percentage of the outstanding shares of the
Company's Common Stock to be beneficially owned by each such Selling Stockholder
after completion of the offering.
Except as set forth in this Prospectus Supplement with respect to
Dennis Ciccone and the distribution to the joint venture partners of the Joint
Ventures, there is no change to the section entitled "Selling Stockholders" in
the Prospectus. The Company may amend or supplement the Prospectus and this
Prospectus Supplement from time to time to update the disclosure set forth
therein and herein.
<TABLE>
SHARES
SHARES WHICH MAY BENEFICIALLY
SHARES BE SOLD PURSUANT OWNED AFTER
BENEFICIALLY TO THE PROSPECTUS OFFERING(1)(2)(3)
OWNED(1)(2) AND THIS PROSPECTUS
SELLING STOCKHOLDER AS OF 6/30/98 SUPPLEMENT(2) NUMBER PERCENT
<S> <C> <C> <C> <C>
Charles R. Burke 832 832 -- *
Dennis Ciccone (4) 6,755 6,755 -- *
Thomas J. Gillespie 832 832 -- *
Hunter Associates, Inc. 224 224 -- *
David W. Hunter 832 832 -- *
Paul & Cynthia Liefeld 4,845 4,845 -- *
Hugh A. McMaster, III 205 205 -- *
Robert F. Shapiro 832 832 -- *
Winfield S. Smathers IV 205 205 -- *
</TABLE>
* Less than 1.0%.
<PAGE>
(1) The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Exchange Act, and the information is
not necessarily indicative of beneficial ownership for any other
purpose. Under such rule, beneficial ownership includes any shares as
to which the individual has sole or shared voting power or investment
power and also any shares which the individual has the right to acquire
within 60 days of the date of this Prospectus through the exercise of
any stock option or other right. Unless otherwise indicated in the
footnotes, each person has sole voting and investment power (or shares
such powers with his or her spouse) with respect to the shares shown as
beneficially owned.
(2) Includes an aggregate of 82,437 shares of Common Stock beneficially
owned by the Selling Stockholders that have been deposited in escrow
pursuant to the Merger Agreement to secure the respective
indemnification obligations of the Selling Stockholders thereunder (the
"Escrowed Shares"). Each Selling Stockholder has deposited
approximately 11.41% of his shares in the escrow. The Escrowed Shares
will be released from escrow on April 30, 1999 only to the extent that
no claims have been made against the Escrowed Shares. The Escrowed
Shares may not be sold by the Selling Stockholders prior to April 30,
1999, except as otherwise provided in the Escrow Agreement.
(3) Assumes that each Selling Stockholder will sell all of the Shares set
forth above under "Shares Which May Be Sold Pursuant to This
Prospectus". There can be no assurance that the Selling Stockholders
will sell all or any of the Shares offered hereunder.
(4) In connection with the Acquisition, Dennis Ciccone entered into an
employment agreement with the Company pursuant to which he was employed
as the Vice President of Mergers and Acquisitions of the Company. A
portion of the shares of Common Stock held by him is subject to certain
restrictions on transfer contained in the employment agreement with
him.
321154-1
