LYCOS INC
S-8, 1998-05-01
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<PAGE>
 
As filed with the Securities and Exchange Commission on May 1, 1998.

                                                   Registration No. 333-
================================================================================


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                        ______________________________

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     under
                          THE SECURITIES ACT OF 1933

                                  LYCOS, INC.
                    ---------------------------------------
              (Exact name of issuer as specified in its charter)

      Delaware                                        04-3277338
- ------------------------                  ----------------------------------- 
(State of Incorporation)                  (IRS Employer Identification Number)


             400-2 Totten Pond Road, Waltham, Massachusetts 02154
             ----------------------------------------------------
                   (Address of Principal Executive Offices)

                                (781) 370-2700
             ---------------------------------------------------
             (Registrant's telephone number, including area code)

 WISEWIRE CORPORATION 1996 AMENDED AND RESTATED NON-EMPLOYEE STOCK OPTION PLAN
       WISEWIRE CORPORATION 1995 AMENDED AND RESTATED STOCK OPTION PLAN
       ----------------------------------------------------------------
                           (Full title of the Plan)

                                Robert J. Davis
                     President and Chief Executive Officer
                                  Lycos, Inc.
                            400-2 Totten Pond Road
                         Waltham, Massachusetts 02154
                                (781) 370-2700
(Name, address and telephone number, including area code, of agent for service)

                                   copy to:

                        Michael J. Riccio, Jr., Esquire
                          Hutchins, Wheeler & Dittmar
                          A Professional Corporation
                              101 Federal Street
                          Boston, Massachusetts 02110
                                (617) 951-6600
                        -------------------------------

<TABLE> 
<CAPTION> 
                                       CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------
                                                                 Proposed          Proposed
                                                              ---------------  -----------------
                                                 Maximum          Maximum           Maximum          Amount of
                                               Amount to be   Offering Price       Aggregate       Registration
Title of Securities to be Registered            Registered       Per Share      Offering Price          Fee
- ------------------------------------           ------------   --------------    --------------     ------------
<S>                                           <C>             <C>              <C>                <C>
WISEWIRE CORPORATION 1996 AMENDED AND
RESTATED NON-EMPLOYEE STOCK OPTION PLAN(1)
Common Stock,
$0.01 par value.                              3,784 Shares         $26.73 (2)     $101,146 (2)       $29.84 (2)
 
WISEWIRE CORPORATION 1995 AMENDED AND
RESTATED STOCK OPTION PLAN (1)
Common Stock,
$0.01 par value.                             97,799 Shares         $ 5.20 (2)     $508,555(2)       $150.02(2)
 
    TOTAL                                   101,583 Shares                        $609,701          $179.86

===============================================================================================================
</TABLE>
(1)  Pursuant to the Agreement and Plan of Merger dated as of April 30, 1998,
     among Registrant, Wise Acquisition Corp. and WiseWire Corporation
     ("WiseWire"), Registrant assumed, effective as of April 30, 1998, all of
     the outstanding options to purchase Common Stock of WiseWire under the 1995
     Amended and Restated Stock Option Plan and 1996 Amended and Restated Non-
     Employee Stock Option Plan, and such options became exercisable to purchase
     shares of Registrant's Common Stock, with appropriate adjustments to the
     number of shares and exercise price of each assumed option.

(2)  Computed in accordance with Rule 457(h) under the Securities Act solely for
     the purpose of calculating the registration fee.  All such shares are
     issuable upon the exercise of outstanding options with fixed exercise
     prices.  The computation with respect to such outstanding options is based
     on the weighted average per share exercise price of the options, the shares
     issuable under which are registered hereby.

<PAGE>
 
                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by Registrant with the Commission are incorporated
by reference:

1.   Registrant's Annual Report on Form 10-K for the year ended July 31, 1997;

2.   Registrant's definitive Proxy Statement dated November 17, 1997, filed in
     connection with the Registrant's December 17, 1997 Annual Meeting of
     Stockholders.

3.   Registrant's Quarterly Reports on Form 10-Q for the quarters ended October
     31, 1997 and January 31, 1998.

4.   Registrant's Current Reports on Form 8-K and Form 8-K/A, filed with the
     Commission on February 17, 1998, March 10, 1998, March 24, 1998 and May 1,
     1998.

5.   The description of Registrant's Common Stock set forth in Registrant's
     Registration Statement on Form 8-A, filed with the Commission on February
     23, 1996.

6.   Registrant's Registration Statement on Form S-8, filed on October 8, 1996.

     All reports and other documents filed by Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") after the date hereof, and prior to the filing of a post-
effective amendment which indicates that all securities offered hereunder have
been sold or which deregisters all securities then remaining unsold under this
registration statement, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of filing of such document. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes hereof to the extent that a statement
contained herein (or in any other subsequently filed document which also is
incorporated by reference herein) modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed to constitute a
part hereof, except as so modified or superseded.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     The validity of the authorization and issuance of the shares of Common
Stock offered hereby will be passed upon by Hutchins, Wheeler & Dittmar, A
Professional Corporation, Boston, Massachusetts, counsel to the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Delaware General Corporation Law and the Company's Amended and Restated
By-laws provide for indemnification of the Company's directors and officers for
liabilities and expenses that they may incur in such capacities.  In general,
directors and officers are indemnified with respect to actions taken in good
faith in a manner reasonably believed to be in, or not opposed to, the best
interests of the Company, and with respect to any criminal action or proceeding,
actions that the indemnitee has no reasonable choice to believe were unlawful.

     The Company has purchased insurance with respect to, among other things,
the liabilities that may arise under the provisions referred to above.  The
directors and officers of the Company also are insured against certain
liabilities, including certain liabilities arising under the Securities Act of
1933, as amended, which might be incurred by them in such capacities and against
which they are not indemnified by the Company.

     The Company has entered into separate indemnification agreements with its
directors and officers.  The indemnification agreements create certain
indemnification obligations of the Company in favor of the directors and
officers and, as permitted by applicable law, will clarify and expand the
circumstances under which a director or officer will be indemnified.

                                      II-1
<PAGE>
 
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

Exhibit
Number
- ------
4.1  WiseWire Corporation 1996 Amended and Restated Non-Employee 
     Stock Option Plan.

4.2  WiseWire Corporation 1995 Amended and Restated Stock Option Plan.

5.1  Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation.

23.1 Consent of KPMG Peat Marwick LLP, Independent Accountants.

23.2 Consent of Hutchins, Wheeler & Dittmar, A Professional Corporation.

24.1 Powers of Attorney.


ITEM 9.  UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are being made, a post-
     effective amendment to this Registration Statement to include any material
     information with respect to the plan of distribution not previously
     disclosed in the Registration Statement or any material change to such
     information in the Registration Statement.

(2)  That, for the purpose of determining any liability under the Securities
     Act, each such post-effective amendment shall be deemed to be a new
     registration statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof.

(3)  To remove from registration by means of a post-effective amendment any of
     the securities being registered which remain unsold at the termination of
     this offering.

(4)  That, for purposes of determining any liability under the Securities Act,
     each filing of Registrant's annual report pursuant to Section 13(a) or
     Section 15(d) of the Exchange Act (and, where applicable, each filing of an
     employee benefit plan's annual report pursuant to Section 15(d) of the
     Exchange Act) that is incorporated by reference in the Registration
     Statement shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of Registrant
pursuant to the foregoing provisions, or otherwise, Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by Registrant of expenses
incurred or paid by a director, officer or controlling person of Registrant in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-2
<PAGE>
 
                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Waltham, Commonwealth of Massachusetts on 
May 1, 1998.

                                           LYCOS, INC.
              
                                             


                                           /s/ Robert J. Davis
                                           -------------------------------------
                                           Robert J. Davis
                                           President and Chief Executive Officer



    KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Robert J. Davis and Edward M. Philip, and each of
them, with the power to act without the other, his true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
in his name, place and stead, in any and all capacities to sign any and all
amendments or post-effective amendments to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorney-in-
fact and agents or either of them, or their or his substitutes, may lawfully do
or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE> 
<CAPTION> 

      Signature                        Title                      Date
      ---------                        -----                      ----
<S>                           <C>                              <C> 
                                                              
/s/ Robert J. Davis           President, Chief                 May 1, 1998
- -------------------------     Executive Officer               
Robert J. Davis               and Director (principal         
                              executive officer)                   
                                                              

/s/ Edward M. Philip          Chief Operating Officer,         May 1, 1998     
- -------------------------     Chief Financial Officer and     
Edward M. Philip              Secretary (principal financial  
                              and accounting officer)         
                                                              
                                                              
/s/ John M. Connors, Jr.      Director                         May 1, 1998
- -------------------------                                     
John M. Connors, Jr.                                          
                                                              
                                                              
/s/ Daniel J. Nova            Director                         May 1, 1998
- -------------------------                                     
Daniel J. Nova                                                
                                                              
                                                              
/s/ Richard S. Sabot          Director                         May 1, 1998
- -------------------------                                     
Richard S. Sabot                                                 
                                                              
                                                              
/s/ David S. Wetherell        Director                         May 1, 1998
- -------------------------
David S. Wetherell

</TABLE> 

                                      II-3
<PAGE>
 
                               INDEX TO EXHIBITS

Exhibit
Number
- ------

4.1     WiseWire Corporation 1996 Amended and Restated Non-Employee       
        Stock Option Plan                                                 
                                                                          
4.2     WiseWire Corporation 1995 Amended and Restated Stock Option Plan. 
                                                                          
5.1     Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation
                                                                          
23.1    Consent of KPMG Peat Marwick LLP, Independent Accountants.        
                                                                          
23.2    Consent of Hutchins, Wheeler & Dittmar, A Professional Corporation
        (included in Exhibit 5.1).                                        
                                                                          
24.1    Powers of Attorney (See page II-4).                                

<PAGE>
 
                                                                     EXHIBIT 4.1


                              WISEWIRE CORPORATION
                           1996 AMENDED AND RESTATED
                         NON-EMPLOYEE STOCK OPTION PLAN

1.   PURPOSE.  The WiseWire Corporation 1996 Amended and Restated Non-Employee
     -------                                                                  
     Stock Option Plan (the "Plan") is being established to compensate non-
     employees providing consulting or other services to WiseWire Corporation
     (the "Company").

2.   ADMINISTRATION.  The Plan shall be administered by the Board of Directors
     --------------                                                           
     of the Company (the "Board") and/or by a duly appointed committee of the
     Board having such powers as shall be specified by the Board.  Any
     subsequent references herein to the Board shall also mean the committee if
     such committee has been appointed and, unless the powers of the committee
     have been specifically limited,  the committee shall have all of the powers
     of the Board granted in the Plan, including, without limitation, the power
     to terminate or amend the Plan at any time, subject to the terms of the
     Plan and any applicable limitations imposed by law.  All questions or
     interpretation of the Plan or of any options granted under the Plan (an
     "Option") shall be determined by the Board, and such determinations shall
     be final and binding upon all persons having an interest in the Plan and/or
     any Option.

3.   ELIGIBILITY
     -----------

     a.    ELIGIBLE PERSONS. Options may be granted only to non-employees.
           The Board shall, in its sole discretion, determine which persons
           shall be granted Options (an "Optionee").

     b.    TYPE OF OPTION WHICH MAY BE GRANTED. Non-employees may only be
           granted nonqualified stock options.

4.   SHARES SUBJECT TO OPTION.  Options shall be for the purchase of shares of
     ------------------------                                                 
     the authorized but unissued Common Stock or treasury shares of Common Stock
     of the Company (the "Stock"), subject to adjustment as provided in
     paragraph 8 below.  The maximum number of shares of Stock which may be
     issued under the Plan shall be 79,600 shares.  In the event that any
     outstanding Option for any reason expires or is terminated or canceled
     and/or shares of Stock subject to repurchase are repurchased by the
     Company, the shares allocable to the unexercised portion of such Option, or
     such repurchased shares, may again be subject to an Option grant.

5.   TIME FOR GRANTING OPTIONS.  All Options shall be granted, if at all, within
     -------------------------                                                  
     ten (10) years from the date the Plan is adopted by the Board.

6.   TERMS, CONDITIONS AND FORM OF OPTIONS.  Subject to the provisions of the
     -------------------------------------                                   
     Plan, the Board shall determine for each Option (which need not be
     identical) the number of shares of Stock for which the Option shall be
     granted, the exercise price of the Option, the timing and terms of
     exercisability and vesting of the Option, and all other terms and
<PAGE>
 
     conditions of the Option not inconsistent with the Plan.  Options granted
     pursuant to the Plan shall be evidenced by written agreements specifying
     the number of shares of Stock covered thereby, in such form as the Board
     shall from time to time establish, which agreements may incorporate all or
     any of the terms of the Plan by reference and shall comply with and be
     subject to the following terms and conditions:


     a.    EXERCISE PRICE. The exercise price for each Option shall be
           established in the sole discretion of the Board in accordance with
           any applicable federal income tax rules and regulations which pertain
           to nonqualified stock options.

     b.    EXERCISE PERIOD OF OPTIONS. The Board shall have the power to set the
           time or times within which each Option shall be exercisable or the
           event or events upon the occurrence of which all or a portion of each
           Option shall be exercisable and the term of each Option; provided,
           however, that no Option shall be exercisable after the expiration of
           ten (10) years after the date such Option is granted.

     c.    PAYMENT OF EXERCISE PRICE. Payment of the exercise price for the
           number of shares of Stock being purchased pursuant to any Option
           shall be made in cash, by check, by cash equivalent, by cashless
           exercise or by such other means as the Board may approve.

7.   STANDARD FORMS OF STOCK OPTION AGREEMENT.
     ---------------------------------------- 

           NONQUALIFIED STOCK OPTIONS. Unless otherwise provided for by the
           Board at the time an Option is granted, an Option designated as a
           "Nonqualified Stock Option" shall comply with and be subject to the
           terms and conditions set forth in a form of nonqualified stock option
           agreement which shall be the same as the agreement set forth in
           Exhibit A.

8.   EFFECTIVE CHANGE IN STOCK SUBJECT TO PLAN.   Appropriate adjustments shall
     -----------------------------------------                                 
     be made in the number and class of shares of Stock subject to the Plan and
     to any outstanding Options and in the exercise price of any outstanding
     Options in the event of a stock dividend, stock split, reverse stock split,
     recapitalization, combination, reclassification, or like change in the
     capital structure of the Company.

9.   TRANSFER OF CONTROL.   An "Ownership Change" shall be deemed to have
     -------------------                                                 
occurred in the event any of the following or any similar transaction occurs
with respect to the Company:

     a.    The direct or indirect sale or exchange by the shareholders of the
           Company of all or substantially all of the stock of the Company;

     b.    A merger or consolidation in which the Company is not the surviving
           party;
<PAGE>
 
     c.    The sale, exchange, or transfer of all or substantially all of the
           assets of the Company (other than a sale, exchange, or transfer to
           one (1) or more subsidiary corporations of the Company); or

     d.    A liquidation or dissolution of the Company.

     In the event of an Ownership Change, all vested Options shall be (i)
     assumed or substituted for by the surviving entity on substantially similar
     terms to those provided for in this Agreement or (ii) the Optionee shall be
     paid the fair market value of his vested Options at the date of the
     Ownership Change, such determination as to which alternative shall apply
     and to all other matters, including but not limited to, the procedures to
     be followed by Optionees with respect to the surrender of their Options
     shall be made by the Board of Directors of the Company or a committee
     thereof.

10.  OPTIONS NON-TRANSFERABLE.  During the lifetime of the Optionee, the Option
     ------------------------                                                  
     shall be exercisable only by the Optionee.  No Option shall be assignable
     or transferable by the Optionee, except by will or by the laws of descent
     and distribution.

11.  TERMINATION OR AMENDMENT OF PLAN OR OPTIONS.  The Board, including any duly
     -------------------------------------------                                
     appointed committee of the Board, may terminate or amend the Plan at any
     time. Provided, however, that no action, including, but not limited to, any
     amendment or suspension of the Plan shall be taken which would adversely
     affect the rights of any Optionee with respect to any Option to which the
     Optionee may be entitled hereunder on or prior to the date of such action.


     IN WITNESS WHEREOF, the undersigned Secretary of the Company certifies that
the foregoing WiseWire Corporation 1996 Amended and Restated Non-Employee Stock
Option Plan was duly adopted by the Board of Directors of the Company this 26th
day of June, 1997.



                              ______________________________
                              Ken Lang, Secretary

<PAGE>
 
                                                                     EXHIBIT 4.2
                              WISEWIRE CORPORATION
                  1995 AMENDED AND RESTATED STOCK OPTION PLAN

1.   PURPOSE.  The WiseWire Corporation 1995 Amended and Restated Stock Option
     -------                                                                  
     Plan (the "Plan") is established to attract, retain and reward persons
     providing services to WiseWire Corporation and any successor corporation
     thereto (the "Company") and to motivate such persons to contribute to the
     growth and profits of the Company in the future.

2.   ADMINISTRATION.
     ---------------

     a.   GENERAL. The Plan shall be administered by the Board of Directors of
          the Company (the "Board") and/or by a duly appointed committee of the
          Board having such powers as shall be specified by the Board.  All
          questions of interpretation of the Plan or of any options granted
          under the Plan (an "Option") shall be determined by the Board, and
          such determinations shall be final and binding upon everyone having an
          interest in the Plan and/or any Option.

     b.   OPTIONS AUTHORIZED.  Options may be either incentive stock options as
          defined in section 422 of the Code ("Incentive Stock Options") or
          nonqualified stock options.

3.   ELIGIBILITY.
     ------------

     a.   ELIGIBLE PERSONS.  Options may be granted only to employees (including
          officers and directors who are also employees). The Board shall, in
          its sole discretion, determine which persons shall be granted Options
          (an "Optionee"). Eligible persons may be granted more than one Option.

     b.   TYPE OF OPTION WHICH MAY BE GRANTED.  Employees may be granted
          Incentive Stock Options and/or nonqualified stock options.

4.   SHARES SUBJECT TO OPTION. Options shall be for the purchase of shares of
     ------------------------                                                
     the authorized but unissued Common Stock or treasury shares of Common Stock
     of the Company (the "Stock"), subject to adjustment as provided in
     paragraph 9 below.  The maximum number of shares of Stock which may be
     issued under the Plan shall be 1,680,400 shares.  In the event that any
     outstanding Option for any reason expires or is terminated or canceled
     and/or shares of Stock subject to repurchase are repurchased by the
     Company, the shares allocable to the unexercised portion of such Option, or
     such repurchased shares, may again be subject to an Option grant.

5.   TIME FOR GRANTING OPTIONS.  All Options shall be granted, if at all, within
     -------------------------                                                  
     ten (10) years from the date the Plan is adopted by the Board.
<PAGE>
 
6.   TERMS, CONDITIONS AND FORM OF OPTIONS. Subject to the provisions of the
     -------------------------------------                                  
     Plan, the Board shall determine for each Option (which need not be
     identical) the number of shares of Stock for which the Option shall be
     granted, the exercise price of the Option, the timing and terms
     exercisability and vesting of the Option, whether the Option is to be
     treated as an Incentive Stock Option or as a nonqualified stock option and
     all other terms and conditions of the Option not inconsistent with the
     Plan.  Options granted pursuant to the Plan shall be evidenced by written
     agreements specifying the number of shares of Stock covered thereby, in
     such form as the Board shall from time to time establish, which agreements
     may incorporate all or any of the terms of the Plan by reference and shall
     comply with and be subject to the following terms and conditions:

     a.   EXERCISE PRICE. The exercise price for each Option shall be
          established in the sole discretion of the Board; provided, however,
          that (i) the exercise price per share for an Incentive Stock Option
          shall be not less than the fair market value, as determined by the
          Board, of a share of Stock on the date of the granting of the Option,
          (ii) the exercise price per share for a nonqualified stock option
          shall not be less than fifty percent (50%) of the fair market value,
          as determined by the Board, of a share of Stock on the date of the
          granting of the Option and (iii) no Option granted to an Optionee who
          at the time the Option is granted owns stock possessing more than ten
          percent (10%) of the total combined voting power of all classes of
          stock of the Company within the meaning of section 422(b)(6) of the
          Code (a "Ten Percent Owner Optionee") shall have an exercise price per
          share less than one hundred ten percent (110%) of the fair market
          value, as determined by the Board, of a share of Stock on the date of
          the granting of the Option. Notwithstanding the foregoing, an Option
          (whether an Incentive Stock Option or a nonqualified stock option) may
          be granted with an exercise price lower than the minimum exercise
          price set forth above if such Option is granted pursuant to an
          assumption or substitution for another option in a manner qualifying
          with the provisions of section 424(a) of the Code.

     b.   EXERCISE PERIOD OF OPTIONS. The Board shall have the power to set the
          time or times within which each Option shall be exercisable or the
          event or events upon the occurrence of which all or a portion of each
          Option shall be exercisable and the term of each Option; provided,
          however, that (i) no Option shall be exercisable after the expiration
          of ten (10) years after the date such Option is granted, and (ii) no
          Incentive Stock Option granted to a Ten Percent Owner Optionee shall
          be exercisable after the expiration of five (5) years after the date
          such Option is granted.  Unless otherwise provided for by the Board in
          the grant of an Option, any Option granted hereunder shall be
          exercisable for a term of five (5) years.

                                      -2-
<PAGE>
 
     c.   PAYMENT OF EXERCISE PRICE.  Payment of the exercise price for the
          number of shares of Stock being purchased pursuant to any Option shall
          be made in cash, by check or cash equivalent.

7.   STANDARD FORMS OF STOCK OPTION AGREEMENT.
     ---------------------------------------- 

     a.   INCENTIVE STOCK OPTIONS.  Unless otherwise provided for by the Board
          at the time an Option is granted, an Option designated as an
          "Incentive Stock Option" shall comply with and be subject to the terms
          and conditions set forth in the form of incentive stock option
          agreement attached hereto as Exhibit A and incorporated herein by
          reference.

     b.   NONQUALIFTED STOCK OPTIONS.  Unless otherwise provided for by the
          Board at the time an Option is granted, an Option designated as a
          "Nonqualified Stock Option" shall comply with and be subject to the
          terms and conditions set forth in a form of nonqualified stock option
          agreement which shall be the same as the agreement set forth in
          Exhibit A except for such changes as are necessary to reflect that the
          option is nonqualified.

8.   FAIR MARKET VALUE LIMITATION.  To the extent that the aggregate fair market
     ----------------------------                                               
     value (determined at the time the Option is granted) of stock with respect
     to which Incentive Stock Options are exercisable by an Optionee for the
     first time during any calendar year (under all stock option plans of the
     Company, including the Plan) exceeds One Hundred Thousand Dollars
     ($100,000), such options shall be treated as nonqualified stock options.
     This paragraph shall be applied by taking Incentive Stock Options into
     account in the order in which they were granted.

9.   EFFECT OF CHANGE IN STOCK SUBJECT TO PLAN.  Appropriate adjustments shall
     ------------------------------------------                               
     be made in the number and class of shares of Stock subject to the Plan and
     to any outstanding Options and in the exercise price of any outstanding
     Options in the event of a stock dividend, stock split, reverse stock split,
     recapitalization, combination, reclassification, or like change in the
     capital structure of the Company.

10.  TRANSFER OF CONTROL. An "Ownership Change" shall be deemed to have occurred
     -------------------                                                        
     in the event any of the following or any similar transaction occurs with
     respect to the Company:

     a.   The direct or indirect sale or exchange by the shareholders of the
          Company of all or substantially all of the stock of the Company;

     b.   A merger or consolidation in which the Company is a party;

                                      -3-
<PAGE>
 
     c.   The sale, exchange, or transfer of all or substantially all of the
          assets of the Company (other than a sale, exchange or transfer to one
          (1) or more subsidiary corporations of the Company); or

     d.   A liquidation or dissolution of the Company,

     In the event of an Ownership Change, any Options which are neither assumed
     or substituted for in connection with the Ownership Change nor exercised as
     of the date of the Ownership Change shall terminate and cease to be
     outstanding effective as of the date of the Ownership Change.

11.  OPTIONS NON-TRANSFERABLE. During the lifetime of the Optionee, the Option
     ------------------------                                                 
     shall be exercisable only by the Optionee.  No Option shall be assignable
     or transferable by the Optionee, except by will or by the laws of descent
     and distribution.

12.  TERMINATION OR AMENDMENT OF PLAN OR OPTIONS.  The Board, including any duly
     -------------------------------------------                                
     appointed committee of the Board, may terminate or amend the Plan or any
     Option at any time; provided, however, that without the approval of the
     Company's shareholders, there shall be (a) no increase in the total number
     of shares of Stock covered by the Plan (except by operation of the
     provisions of paragraph 9 above), (b) no change in the class eligible to
     receive Incentive Stock Options and (c) no expansion in the class eligible
     to receive nonqualified stock options.


     IN WITNESS WHEREOF, the undersigned Secretary of the Company certifies that
the foregoing, WiseWire Corporation 1995 Amended and Restated Stock Option Plan
was duly adopted by the Shareholders and the Board of Directors of the Company
on the 18th day of August, 1997.



                              ________________________________________
                              Secretary

                                      -4-

<PAGE>
 
                                  EXHIBIT 5.1

                               OPINION OF COUNSEL

                                  May 1, 1998

Lycos, Inc.
400-2 Totten Pond Road
Waltham, MA  02154

REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

     We have examined the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Lycos, Inc. (the "Company") with the Securities and
Exchange Commission (the "Commission") on or about May 1, 1998 in connection
with the registration under the Securities Act of 1933, as amended, of 101,583
shares of the Company's Common Stock reserved for issuance under the Company's
assumed WiseWire Corporation 1995 Amended and Restated Stock Option Plan and
WiseWire Corporation 1996 Amended and Restated Non-Employee Stock Plan (the
"WiseWire Plans"). As the Company's legal counsel in connection with this
transaction, we have examined the proceedings taken and are familiar with the
proceedings proposed to be taken by the Company in connection with the sale and
issuance of the foregoing shares under the WiseWire Plans, (collectively, the
"Shares").

Based upon the foregoing, and having regard for such legal considerations as we
deem relevant, we are of the opinion that the Shares, when issued and sold in
the manner described in the Registration Statement will be legally and validly
issued, fully paid and non-assessable.

     We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the references to us under the caption "Interests of Named
Experts and Counsel" in the Registration Statement, including the Prospectus
constituting a part thereof, and in any amendment thereto.



                                      Very truly yours,



                                      HUTCHINS, WHEELER & DITTMAR,
                                      A Professional Corporation

<PAGE>
 
 
                                 EXHIBIT 23.1


                       INDEPENDENT ACCOUNTANTS' CONSENT


The Board of Directors
    Lycos, Inc.:

We consent to the use of our reports incorporated by reference in this
Registration Statement on Form S-8 of Lycos, Inc.


                                                   /s/ KPMG Peat Marwick LLP
                                                   -------------------------
                                                   KPMG PEAT MARWICK LLP

Boston, Massachusetts
May 1, 1998





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