As filed with the Securities and Exchange Commission on December 3, 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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Gamesville.com, Inc. 1997 Stock Option Plan
Gamesville.com, Inc. 1999 Stock Option Plan
(Full title of the plan)
------------------------------------
Robert J. Davis
President and Chief Executive Officer
Lycos, Inc.
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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<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==============================================================================
<S> <C> <C> <C> <C>
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
to be Price Per Offering Registration
Title of Securities to be Registered Registered Share Price Fee
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
Common Stock ($0.01 par value per share) 545,621(1) $0.44(2) $240,074(2) $66.74
</TABLE>
(1) Based on 2,282,929 shares subject to outstanding options under the
Gamesville.com, Inc. 1997 Stock Option Plan and the Gamesville.com,
Inc. 1999 Stock Option Plan.
(2) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(f) under the Securities Act of 1933 on the
basis of the book value of the securities to be received by the
registrant in the transaction.
<PAGE>
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 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 hereof 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
therein or in any other subsequently filed document that 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 to constitute a
part of this Registration Statement, except as so modified or superseded.
(a) Lycos' annual report on Form 10-K for the fiscal year-ended July
31, 1999, filed pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since July 31, 1999.
(c) The description of Lycos' Common Stock that 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 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted under the Delaware General Corporation Law, 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 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.
<PAGE>
Item 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
Exhibit 5.1 Opinion of Cravath, Swaine & Moore
(filed herewith).
Exhibit 23.1 Consent of Cravath, Swaine & Moore
(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 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.
<PAGE>
(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.
<PAGE>
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 December 3, 1999.
LYCOS, INC.
By:
/s/Robert J. Davis
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Robert J. Davis
President and Chief Executive Officer
<PAGE>
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 this Registration Statement 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.
SIGNATURES TITLE(S) DATE
---------- -------- ----
/s/ Robert J. Davis President, Chief Executive December 1, 1999
- -------------------------- Officer and Director
Robert J. Davis (Principal Executive Officer)
/s/ Edward M. Philip Chief Operating Officer, December 1, 1999
- -------------------------- Chief Financial Officer and
Edward M. Philip Secretary
(Principal Financial and
Accounting Officer)
/s/ John M. Connors, Jr. Director December 1, 1999
- ---------------------------
John M. Connors, Jr.
/s/ Daniel J. Nova Director December 1, 1999
- --------------------------
Daniel J. Nova
/s/ Richard H. Sabot Director December 1, 1999
- --------------------------
Richard H. Sabot
/s/ Peter Lund Director December 1, 1999
- --------------------------
Peter Lund
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
Exhibit 5.1 Opinion of Cravath, Swaine & Moore (filed herewith).
Exhibit 23.1 Consent of Cravath, Swaine & Moore (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).
<PAGE>
Exhibit 5.1
December 3, 1999
Registration Statement on Form S-8 Relating to the
Gamesville.com, Inc. 1997 Stock Option Plan and
the Gamesville.com, Inc. 1999 Stock Option Plan
Ladies and Gentlemen:
We have acted as counsel for Lycos, Inc., a Delaware
corporation ("Lycos"), in connection with the filing by Lycos of a Registration
Statement on Form S-8 (the "Registration Statement") on December 3, 1999 with
the Securities and Exchange Commission with respect to 545,621 shares of common
stock, par value $.01 per share, of Lycos issued or issuable under the
Gamesville.com, Inc. 1997 Stock Option Plan and the Gamesville.com, Inc. 1999
Stock Option Plan (collectively, the "Plans"). The shares of Lycos Common Stock
that are to be issued under to the Plans are referred to herein as the "Shares".
In that connection, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate for the purposes of this opinion.
Based on the foregoing, we are of opinion that the Shares have
been duly and validly authorized and, when issued and delivered in accordance
with either Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the inclusion of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ Cravath, Swaine & Moore
---------------------------
Lycos, Inc.
400-2 Totten Pond Road
Waltham, MA 02451
<PAGE>
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
- --------------------
KPMG LLP
Boston, Massachusetts
November 29, 1999
