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As filed with the Securities and Exchange Commission on November 10, 1999
Registration No. 333-61413
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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, MA 02154
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
--------------------
ROBERT J. DAVIS
LYCOS, INC.
400-2 TOTTEN POND ROAD
WALTHAM, MASSACHUSETTS 02154
(Name and address of agent for service of process)
(781) 370-2700
(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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The Registrant hereby removes from registration under this Registration
Statement (No. 333-61413) 2,635,963 shares of Common Stock, $.01 par value per
share (the "Common Stock"), registered hereunder (all shares originally
registered hereunder being referred to as the "Offered Shares") that have not
been sold pursuant to this Registration Statement. The Offered Shares were
registered in connection with the Registrant's acquisition of WhoWhere? Inc.
(the "Acquisition").
By the terms of this Registration Statement and an Agreement and Plan of
Merger by and among the Registrant, WhoWhere? Inc. and the other parties to the
Acquisition, the Registrant was required to keep this Registration Statement
effective until the first anniversary of the closing of the Acquisition. As of
the date hereof, 5,734,525 Offered Shares have been sold or otherwise
transferred by selling stockholders under this Registration Statement. All share
amounts set forth herein have been adjusted to give effect to the two-for-one
stock split made by the Registrant on August 25, 1998 and on July 26, 1999.
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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-3 and has duly caused this
Post-Effective Amendment No. 1 to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Waltham, Massachusetts
on November 10, 1999.
LYCOS, INC.
By: /s/ Robert J. Davis
------------------------------------
Robert J. Davis
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Exchange Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the registration statement has been
signed below by the following persons in the capacities indicated on November
10, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Robert J. Davis President, Chief Executive Officer and November 10, 1999
- ----------------------------------- Director (principal executive officer)
Robert J. Davis
/s/ Edward M. Philip Chief Operating Officer and Chief November 10, 1999
- ----------------------------------- Financial Officer (principal financial
Edward M. Philip and accounting officer)
* Director November 10, 1999
- -----------------------------------
John J. Connors, Jr.
* Director November 10, 1999
- -----------------------------------
Daniel J. Nova
* Director November 10, 1999
- -----------------------------------
Richard H. Sabot
/s/ Edward M. Philip
- -----------------------------------
*By: Edward M. Philip
as Attorney in Fact
</TABLE>
