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As filed with the Securities and Exchange Commission on November 5, 1999.
Registration No. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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LYCOS, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-3277338
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
400-2 Totten Pond Road, Waltham, Massachusetts 02451
(Address of Principal Executive Offices) (Zip Code)
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Lycos, Inc. 1996 Stock Option Plan
(Full title of the plan)
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Robert J. Davis
President and Chief Executive Officer
Lycos, Inc.
400-2 Totten Pond Road
Waltham, Massachusetts 02451
(781) 370-2700
(Name and address including zip code and telephone number,
including area code, of agent for service)
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Copy to:
Kenneth J. Gordon, Esq.
TESTA, HURWITZ & THIBEAULT, LLP
High Street Tower, 125 High Street
Boston, Massachusetts 02110
(617) 248-7000
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
to be Registered Registered Share Price Fee
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<S> <C> <C> <C> <C>
LYCOS, INC. 1996 STOCK OPTION PLAN
Common Stock ($0.01 par value) 12,226,074 $45.581(1) $557,276,678.99 $154,922.92
Common Stock ($0.01 par value) 4,609,705 $53.69 (2) $247,495,061.45 $ 68,803.63
TOTAL: 16,835,779 $223,726.55
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</TABLE>
(1) All such shares are issuable upon exercise of outstanding options with
fixed exercise prices. Pursuant to Regulation C, Rule 457(h)(1) under the
Securities Act of 1933, as amended, the aggregate offering price and the
fee have been computed upon the basis of the price at which the options may
be exercised.
(2) The price of $53.69 per share, which is the average of the high and low
prices of the Common Stock of the registrant reported on the Nasdaq
National Market on November 3, 1999, is set forth solely for purposes of
calculating the filing fee pursuant to Rule 457(c) and (h) and has been
used only for those shares without a fixed exercise price.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Lycos hereby incorporates by reference the documents listed in (a)
through (c) below. In addition, all documents subsequently filed by Lycos
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934 (prior to the filing of a Post-Effective Amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold) shall be deemed to be incorporated by reference in this
Registration Statement and to be a part thereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
(a) Lycos' latest annual report filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 or the latest Prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933, which contains either
directly or by incorporation by reference audited financial statements for
Lycos' latest fiscal year for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
annual report or the Prospectus referred to in (a) above.
(c) The description of Lycos' Common Stock which is contained in the
Registration Statement filed by Lycos on February 23, 1996 under the Securities
Exchange Act of 1934, including any amendment or report filed for the purpose of
updating such description.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The financial statements and schedules incorporated by reference in
this registration statement have been audited by KPMG LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
incorporated by reference herein in reliance on the authority of said firm as
experts in giving said reports. The validity of the authorization and issuance
of the shares of Common Stock offered hereby will be passed upon by Testa,
Hurwitz & Thibeault, LLP, Boston, Massachusetts, counsel to Lycos.
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 Lycos' 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 Lycos, and with respect to any criminal action or proceeding,
actions that the indemnitee has no reasonable choice to
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believe were unlawful. Lycos 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 Lycos 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 Lycos. Lycos has entered into separate
indemnification agreements with its directors and officers. The indemnification
agreements create certain indemnification obligations of Lycos 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.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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Item 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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Exhibit 4.1 Lycos, Inc. 1996 Stock Option Plan (incorporated
by reference to the Company's Registration
Statement on Form S-1 filed with the Securities
and Exchange Commission (Reg. No. 333-1354)).
Exhibit 5.1 Opinion of Testa, Hurwitz & Thibeault, LLP
(filed herewith).
Exhibit 23.1 Consent of Testa, Hurwitz & Thibeault, LLP
(contained in Exhibit 5.1).
Exhibit 23.2 Consent of KPMG LLP (filed herewith).
Exhibit 24.1 Power of Attorney (included as part of the
signature page to this Registration Statement).
Item 9. UNDERTAKINGS.
(a) 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:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act
of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the Registration
Statement;
(iii) 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 of 1933, 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
the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to
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Section 15(d) of the Securities Exchange Act of 1934) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or
controlling person of the 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, the 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 Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Lycos, Inc., 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 November 5, 1999.
LYCOS, INC.
By: /s/ Robert J. Davis
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Robert J. Davis
President and Chief Executive Officer
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POWER OF ATTORNEY AND SIGNATURES
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, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE(S) DATE
---------- -------- ----
<S> <C> <C>
/s/ Robert J. Davis President, Chief Executive Officer November 5, 1999
- --------------------------------------- and Director
Robert J. Davis (Principal Executive Officer)
/s/ Edward M. Philip Chief Operating Officer, Chief November 5, 1999
- --------------------------------------- Financial Officer and Secretary
Edward M. Philip (Principal Financial and Accounting
Officer)
/s/ John M. Connors, Jr. Director November 5, 1999
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John M. Connors, Jr.
/s/ Daniel J. Nova Director November 5, 1999
- ----------------------------------------
Daniel J. Nova
/s/ Richard H. Sabot Director November 5, 1999
- ----------------------------------------
Richard H. Sabot
/s/ Peter Lund Director November 5, 1999
- ----------------------------------------
Peter Lund
</TABLE>
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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Exhibit 4.1 Lycos, Inc. 1996 Stock Option Plan (incorporated by
reference to the Company's Registration Statement on Form
S-1 filed with the Securities and Exchange Commission
(Reg. No. 333-1354)).
Exhibit 5.1 Opinion of Testa, Hurwitz & Thibeault, LLP (filed herewith).
Exhibit 23.1 Consent of Testa, Hurwitz & Thibeault, LLP (contained in
Exhibit 5.1).
Exhibit 23.2 Consent of KPMG LLP (filed herewith).
Exhibit 24.1 Power of Attorney (included as part of the signature page to
this Registration Statement).
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EXHIBIT 5.1
November 5, 1999
Lycos, Inc.
400-2 Totten Pond Road
Waltham, Massachusetts 02451
RE: Registration Statement on Form S-8
Relating to the Lycos, Inc. 1996 Stock Option Plan
(hereinafter the "Plan")
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Ladies and Gentlemen:
Reference is made to the above-captioned Registration Statement on Form
S-8 (the "Registration Statement") to be filed by Lycos, Inc. (the "Company") on
or about November 5, 1999 with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to an aggregate of 16,835,779
shares of Common Stock, $.01 par value, of the Company issued or issuable
pursuant to the Plan (the "Shares").
We are counsel to the Company in connection with the filing of the
Registration Statement and are familiar with the proceedings of its stockholders
and Board of Directors taken or proposed to be taken by the Company in
connection with the sale and issuance of the Shares. We have examined such
certificates, documents, records and materials as we have deemed necessary in
connection with this opinion letter.
We are members of the Bar of the Commonwealth of Massachusetts and are
not expert in, and express no opinion regarding, the laws of any jurisdiction
other than the Commonwealth of Massachusetts, the General Corporation Law of the
State of Delaware and the United States of America.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued and sold in accordance with the Plan, will be
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Testa, Hurwitz & Thibeault, LLP
TESTA, HURWITZ & THIBEAULT, LLP
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Lycos, Inc.:
We consent to the incorporation by reference in this registration statement on
Form S-8 of Lycos, Inc. of our report dated August 17, 1999, relating to the
balance sheets of Lycos, Inc. as of July 31, 1999 and 1998, and the related
consolidated statements of operations, stockholders' equity and comprehensive
income, and cash flows for each of the years in the three-year period ended July
31, 1999, which report appears in the annual report on Form 10-K of Lycos, Inc.
/s/ KPMG LLP
Boston, Massachusetts
November 5, 1999
