<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