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): August 11, 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
<PAGE>
Item 5. Other Events.
On August 11, 1998, Lycos, Inc. a Delaware corporation (the "Company"),
announced that it entered into an Agreement and Plan of Merger (the "Agreement")
by and among the Company, What Acquisition Corp., a Delaware corporation and a
wholly-owned subsidiary of the Company ("WAC"), WhoWhere? Inc., a California
corporation ("WhoWhere?"), and certain stockholders of WhoWhere?, pursuant to
which the Company will acquire all of the outstanding capital stock of WhoWhere?
through the merger of WAC with and into WhoWhere? (the "Merger"). As a result of
the Merger, WhoWhere? will become a wholly-owned subsidiary of the Company.
In the Merger, all outstanding shares of Common Stock and Preferred
Stock of WhoWhere? will be converted into an aggregate of approximately
1,865,000 shares of Common Stock, par value $.01 per share, of the Company
("Lycos Common Stock") and all outstanding options and warrants to purchase
Common Stock or Preferred Stock of WhoWhere? will be assumed by the Company and
become options or warrants, as the case may be, to purchase and aggregate of
approximately 690,000 shares of Lycos Common Stock. The acquisition will be
accounted for as a purchase. The Company has agreed to file a Registration
Statement on Form S-3 with respect to the resale of the shares of Lycos Common
Stock issued in the Merger and the shares of Lycos Common Stock issuable upon
the exercise of warrants assumed in the Merger and to file a Registration
Statement on Form S-8 with respect to the shares of Lycos Common Stock issuable
upon the exercise of options assumed in the Merger.
The closing of the transaction is anticipated to occur within five
business days.
<PAGE>
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: August 11 , 1998 By: /s/ Edward M. Philip
--------------------
Edward M. Philip
Chief Operating Officer and
Chief Financial Officer
