FILED PURSUANT TO RULE 424(b)(3) AND (c)
FILE NUMBER 333-51591
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED MAY 7, 1998
1,445,344 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 1,445,344 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 two for one stock split
effected by the Company 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 SEPTEMBER 15, 1998
SELLING STOCKHOLDERS
On August 25, 1998, the Company distributed shares of Common Stock to
those stockholders of record on August 14, 1998 pursuant to a two for one stock
split approved by the stockholders of the Company at a special meeting held on
August 13, 1998. The table of Selling Stockholders in the Prospectus is hereby
amended to reflect such distribution pursuant to the stock split and
supplemented to specifically include Shares received in such distribution. The
following table sets forth as of September 15, 1998 the name of each of the
entities and individuals who received Shares through the distribution effected
by the stock split, the number of shares of Common Stock that 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.
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
BENEFICIALLY BENEFICIALLY
OWNED(1)(2) SHARES WHICH OWNED AFTER
PRIOR TO OFFERING MAY BE SOLD OFFERING(1)(2)(3)
PURSUANT TO
SELLING STOCKHOLDER NUMBER PERCENT THIS PROSPECTUS(2) NUMBER PERCENT
<S> <C> <C> <C> <C> <C>
AIWF Trust 3,740 * 3,740 -- *
George Bierker 1,196 * 1,196 -- *
Steven Bierker IRA 13,242 * 3,366 -- *
Susan Bierker 748 * 748 -- *
Clay Bridges 1,870 * 1,870 -- *
Sandi Brummert 118 * 118 -- *
Walter Buckley 4,676 * 4,676 -- *
Charles R. Burke 1,664 * 1,664 -- *
Carl Cohen 5,984 * 5,984 -- *
Dennis Ciccone(4) 13,510 * 13,510 -- *
DLJSC.IRA FBO Dennis Ciccone 14,214 * 14,214 -- *
Hadi Dowlatabadi 3,740 * 3,740 -- *
Robert Dymowski 2,992 * 2,992 -- *
Jeanne Fisher 3,366 * 3,366 -- *
Ken Fox 4,676 * 4,676 -- *
Evan Frasca 7,482 * 7,482 -- *
Robert Frasca(4) 36,506 * 10,174 -- *
Stephen Getsy 8,884 * 8,884 -- *
Edward Gilardi 1,496 * 1,496 -- *
Thomas J. Gillespie 1,664 * 1,664 -- *
Thomas Handley 1,496 * 1,496 -- *
<PAGE>
David Hart 27,858 * 13,930 -- *
Hunter Associates, Inc. 448 * 448 -- *
David W. Hunter 1,664 * 1,664 -- *
Christopher Keslar 952 * 448 -- *
John David Kipp 1,172 * 14 -- *
Donald M. Kosak 6,836 * 3,418 -- *
Andrew Lang 11,222 * 11,222 -- *
A. Kennedy Lang(4) 450,416 1.4 450,416 -- *
Timothy Lang 5,384 * 5,236 -- *
Paul and Cynthia Liefeld 9,690 * 9,690 -- *
Arthur Mann 5,984 * 5,984 -- *
Hugh A. McMaster, III 410 * 410 -- *
Thomas Mitchell 2,618 * 2,618 -- *
Adam Monks 11,948 * 11,948 -- *
Jean Paty 4,922 * 4,922 -- *
Perry Valley Trust 7,482 * 7,482 -- *
Roy F. Weston, Inc. 9,352 * 9,352 -- *
Robert F. Shapiro 1,664 * 1,664 -- *
Winfield S. Smathers, IV 410 * 410 -- *
James Winner 18,704 * 18,704 -- *
Internet Capital Group, L.L.C. 191,922 * 191,922 -- *
S.R. ONE, Limited 98,062 * 98,062 -- *
TL Ventures(5) 449,740 1.3 449,740 -- *
Mellon Ventures, L.P. 48,584 * 48,584 -- *
</TABLE>
* Less than 1.0%.
(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 164,874 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, Robert Frasca and
A. Kennedy Lang entered into employment agreements with the Company
pursuant to which such individuals were employed as the Vice President
of Mergers and Acquisitions, Vice President of Product Management and
Chief Technology Officer, respectively, of the Company. A portion of
the shares of Common Stock held by such individuals is subject to
certain restrictions on transfer contained in the employment agreements
with such individuals.
(5) Consists of 362,120 shares of Common Stock held by TL Ventures III
L.P.,75,798 shares of Common Stock held by TL Ventures III Offshore \
L.P. and 11,822 shares of Common Stock held by TL Ventures III
Interfund L.P. TL Ventures III
<PAGE>
L.P., TL Ventures III Offshore L.P. and TL Ventures III Interfund L.P.
are parallel venture capital funds that operate together as TL Ventures
III and are required by their governing documents to make all
investment, voting and disposition actions in tandem.
