SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June 16, 1998
LYCOS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-27830 04-3277338
(State or other jurisdiction (Commission File (IRS Employer
ofincorporation or Number) Identification Number)
organization)
400-2 Totten Pond Road
Waltham, MA 02154
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (781) 370-2700
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Item 5. Other Events.
On June 16, 1998, Lycos, Inc, a Delaware corporation (the "Company"),
pursuant to an Agreement and Plan of Merger (the "Agreement") by and among the
Company, VW Acquisition Corp., a Delaware corporation and a wholly-owned
subsidiary of the Company ("VW"), GuestWorld, Inc., a California corporation
("GuestWorld"), and all of the stockholders of GuestWorld, acquired
all of the outstanding capital stock of GuestWorld through the merger of VW with
and into GuestWorld (the "Merger"). As a result of the Merger, GuestWorld became
a wholly-owned subsidiary of the Company.
In the Merger, all outstanding shares of Common Stock of GuestWorld
were converted into an aggregate of 63,092 shares of Common Stock, par value
$.01 per share, of the Company. The acquisition will be accounted for as a
purchase.
Under the terms of the Agreement and related Escrow Agreement dated
June 16, 1998, an aggregate of 6,309 shares of Common Stock of the Company will
be held in escrow for the purpose of indemnifying the Company against certain
liabilities of GuestWorld and its stockholders. The escrow will expire on the
first anniversary of the Merger.
SIGNATURES
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.
LYCOS, INC.
Dated: June 29, 1998 By: /s/ Edward W. Philip
--------------------
Edward M. Philip
Chief Operating Officer and
Chief Financial Officer
320955-1
