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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted
[X] Definitive Proxy Statement by Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
LYCOS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<PAGE>
LYCOS, INC.
1999 ANNUAL MEETING OF STOCKHOLDERS
To Our Stockholders:
The 1999 Annual Meeting of the Stockholders of Lycos, Inc. will be held on
Tuesday, December 21, 1999, at 10:00 a.m., EST, at the Summerfield Suites
Hotel, 54 Fourth Avenue, Waltham, Massachusetts, for the following purposes:
1. To elect one Director, to serve for a term of three years as more fully
described in the accompanying Proxy Statement.
2. To consider and act upon a proposal to approve an amendment to the Lycos,
Inc. 1996 Non-Employee Director Stock Option Plan.
3. To consider and act upon a proposal to adopt the Lycos, Inc. 2000
Employee Stock Option Plan.
4. To consider and act upon a proposal to ratify, confirm and approve the
selection of KPMG Peat Marwick LLP as the independent certified
public accountants of the Company for fiscal year 2000.
5. To consider and act upon any other business which may properly come
before the meeting.
The Board of Directors has fixed the close of business on October 22, 1999,
as the record date for the meeting. All stockholders of record on that date
are entitled to notice of and to vote at the meeting.
PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING IN PERSON.
By order of the Board of Directors
Edward M. Philip,
Chief Operating Officer,
Chief Financial Officer and
Secretary
Waltham, Massachusetts
November 22, 1999
<PAGE>
LYCOS, INC.
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Lycos, Inc. (the "Company") for use at
the 1999 Annual Meeting of Stockholders to be held on Tuesday, December 21,
1999, at the time and place set forth in the notice of the meeting, and at any
adjournments thereof. The approximate date on which this Proxy Statement and
form of proxy are first being sent to stockholders is on or about November 22,
1999.
If the enclosed proxy is properly executed and returned, it will be voted in
the manner directed by the stockholder. If no instructions are specified with
respect to any particular matter to be acted upon, proxies will be voted in
favor thereof. Any person signing the enclosed form of proxy has the power to
revoke it by voting in person at the meeting, or by giving written notice of
revocation to the Secretary of the Company at any time before the proxy is
exercised.
The holders of a majority in interest of all Common Stock, outstanding and
entitled to vote are required to be present in person or be represented by
proxy at the meeting in order to constitute a quorum for the transaction of
business. The election of the nominee for Director will be decided by
plurality vote. The affirmative vote of the holders of at least a majority of
the shares of Common Stock voting in person or by proxy at the meeting are
required to approve all other matters listed in the notice of the meeting.
The Company will bear the cost of the solicitation. It is expected that the
solicitation will be made primarily by mail, but regular employees or
representatives of the Company (none of whom will receive any extra
compensation for their activities) may also solicit proxies by telephone,
telecopier and in person and arrange for brokerage houses and other
custodians, nominees and fiduciaries to send proxies and proxy materials to
their principals at the expense of the Company.
The Company's principal executive offices are located at 400-2 Totten Pond
Road, Waltham, Massachusetts 02451-2000; the telephone number is (781) 370-
2700.
RECORD DATE AND VOTING SECURITIES
Only stockholders of record at the close of business on October 22, 1999 are
entitled to notice of and to vote at the meeting. On that date, the Company
had outstanding and entitled to vote 96,291,681 shares of Common Stock, par
value $.01 per share ("Company's Common Stock" or "Common Stock"). Each
outstanding share of the Company's Common Stock entitles the record holder to
one vote. All share and option amounts stated herein are reflective of the 2
for 1 stock split payable August 25, 1998 and the 2 for 1 stock split payable
July 26, 1999.
ELECTION OF DIRECTORS
The Board of Directors is divided into three classes, with each class as
nearly equal in number as possible. One class is elected each year for a term
of three years. It is proposed that the nominee listed below, whose term
expires at this meeting, be elected to serve a term of three years and until
his successor is duly elected and qualified or until he sooner dies, resigns
or is removed. The Company presently has a Board of Directors of five members.
If authorized, the persons named in the accompanying proxy will vote for the
election of the nominee named below. If such nominee should become unavailable
for election, which is not anticipated, the persons named in the accompanying
proxy will vote for such substitute as the Board of Directors may recommend.
The nominee is not related to any executive officer of the Company or its
subsidiaries.
1
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<TABLE>
<CAPTION>
Year First
Elected a Position With the Company or Principal
Name of Director Age Director Occupation During the Past Five Years
---------------- --- ---------- ----------------------------------------------------
<S> <C> <C> <C>
Nominated for a term ending in 2002:
Robert J. Davis......... 43 1995 Robert J. Davis has served as President, Chief
Executive Officer and Director of the Company since
its inception in June 1995. From January 1993 to
June 1995, Mr. Davis served as Vice President of
Sales at Cambex Corporation, a manufacturer of
computer-related products. From January 1982 to
January 1993, Mr. Davis was employed by Wang
Laboratories, a computer manufacturer, in various
sales and marketing positions, including Director of
United States Commercial Sales and Marketing and
Director of Worldwide Marketing. Mr. Davis holds a
Bachelor of Science degree, summa cum laude, from
Northeastern University and a Master in Business
Administration from Babson College. Mr. Davis
received an honorary Doctor of Commercial Sciences
degree from Bentley College in May of 1999. Mr.
Davis serves on the Board of Directors of Boston
College High School, The Greater Boston Chamber of
Commerce, The Massachusetts Interactive Media
Council and The Man.com.
Serving a term ending in 2000:
Daniel J. Nova.......... 38 1995 Daniel J. Nova has served as a Director of the
Company since July 1995. Between 1996 and the
present, Mr. Nova has served as a general partner of
the general partner of Highland Capital Partners II,
III and IV Limited Partnerships, a series venture
capital partnerships. Mr. Nova has also served as a
managing member of the general partner of Highland
Entrepreneurs' Fund III Limited Partnership, a
venture capital partnership. From January 1995 to
July 1996, Mr. Nova served as a general partner of
CMG@Ventures, L.P. ("CMG@Ventures"), a venture
capital firm and a significant stockholder of the
Company, and as Vice President of CMG@Ventures,
Inc., the managing general partner of CMG@Ventures.
From June 1991 to January 1995, Mr. Nova was a
senior associate at Summit Partners, a venture
capital firm. From September 1989 to May 1991, Mr.
Nova attended Harvard Business School. From June
1983 to August 1989, Mr. Nova was employed by Wang
Laboratories, a computer manufacturer, in various
sales and management positions. Mr. Nova received a
Bachelor of Science degree with honors in Computer
Science and Marketing from Boston College and a
Master in Business Administration from Harvard
Business School. Mr. Nova serves on the Board of
Directors of Quote.com, Etoys.com, MapQuest,
AskJeeves, BeFree, Topica, RadioLan, Send.com and
Beliefnet.com.
</TABLE>
2
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<TABLE>
<CAPTION>
Year First
Elected a Position With the Company or Principal
Name of Director Age Director Occupation During the Past Five Years
---------------- --- ---------- ----------------------------------------------------
<S> <C> <C> <C>
Serving a term ending in 2001:
Richard H. Sabot........ 55 1998 Richard H. Sabot has served as Director of the
Company since May 1998. Mr. Sabot currently serves
as Executive Vice President of Tripod, Inc., a
wholly owned subsidiary of Lycos, and has been with
Tripod since its inception in 1994. Mr. Sabot is the
John J. Gibson Professor of Economics Emeritus at
Williams College where he has taught since 1984.
Previous to his tenure at Williams, Mr. Sabot spent
ten years at the World Bank researching the role of
human capital accumulation in the development
process. Mr. Sabot received an undergraduate degree
from the University of Pennsylvania and a Doctorate
of Philosophy in Economics from Oxford University in
England. Mr. Sabot also serves on the Board of
Directors of eZiba.com and Newforum, Inc.
John M. Connors, Jr..... 57 1996 John M. Connors, Jr. has served as a Director of the
Company since June 1996. Mr. Connors is a founding
partner, Chairman, and CEO of Hill, Holliday,
Connors, Cosmopulos, Inc., a leading full-service
marketing communications company. Hill, Holliday is
a member of the Interpublic Group of Companies which
is traded on the New York Stock Exchange. Mr.
Connors is the Chairman of the Board of Partners
HealthCare System, a member of the Board of Trustees
of Boston College and a member of the Board of
Directors of the John Hancock Mutual Life Insurance
Company, Geerlings and Wade, Inc. and Saucony, Inc.
He is past Chairman of the Board of The Wang Center
for the Performing Arts and he currently serves as a
member of the Board of Directors of the Boys and
Girls Clubs of Boston, Belmont Hill School, the
American Ireland Fund and the Greater Boston Chamber
of Commerce. Mr. Connors is a graduate of Boston
College.
Peter A. Lund .......... 58 1999 Peter A. Lund became a Director of the Company in
1999 replacing a Director who had resigned. Mr. Lund
currently serves as a media consultant and is a
private investor in a number of companies. Mr. Lund
was President and CEO of CBS Corporation from
October 1995 to June 1997. Previously, Mr. Lund held
a variety of senior management positions at CBS,
including President, CBS Sports; President, CBS
Television Network; President, CBS Television
Stations; and President, Multimedia Entertainment.
Mr. Lund serves as a director for GHS Inc. and the
University of St. Thomas.
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF
ROBERT J. DAVIS TO THE BOARD OF DIRECTORS FOR A TERM OF THREE YEARS.
3
<PAGE>
INFORMATION CONCERNING THE BOARD OF DIRECTORS
During fiscal 1999, there were seven meetings of the Board of Directors of
the Company. Each of the Directors attended 100% of the aggregate of (i) the
total number of meetings of the Board of Directors during which they served as
Director and (ii) the total number of meetings held by committees of the Board
of Directors on which they served. The Board of Directors does not have a
Nominating Committee. None of the Directors received compensation for serving
as Directors of the Company, except that in 1996 Mr. Connors was granted
options to acquire 40,000 shares of Common Stock of the Company under the
Company's Non-Employee Director Stock Option Plan. In addition, in 1997 Mr.
Connors and Mr. Nova were granted options to acquire 40,000 shares each of
Common Stock of the Company. Mr. Davis and Mr. Sabot received compensation as
employees of the Company.
The Board of Directors has a Compensation Committee whose present members
are Messrs. Connors and Nova. The Compensation Committee determines the
compensation to be paid to certain officers of the Company and administers the
Company's stock option plans. During fiscal 1999, there were five meetings of
the Compensation Committee.
The Company also has an Audit Committee whose present members are Messrs.
Connors and Nova. The Audit Committee reviews with the Company's independent
auditors the scope of the audit for the year, the results of the audit when
completed and the independent auditors' fee for services performed. The Audit
Committee also recommends independent auditors to the Board of Directors and
reviews with management various matters related to its internal accounting
controls. During fiscal 1999, there was one meeting of the Audit Committee.
4
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of October 22, 1999 (i) by each
person who is known by the Company to own beneficially more than five percent
(5%) of the Company's Common Stock, (ii) by each of the Company's directors,
(iii) by each of the Named Executive Officers (as defined elsewhere herein)
and (iv) by all directors and executive officers who served as directors or
executive officers at October 22, 1999 as a group. For purposes of this Proxy
Statement, beneficial ownership is defined in accordance with Rule 13d-3 under
the Securities Exchange Act of 1934, as amended, and means generally the power
to vote or dispose of the securities, regardless of any economic interest
therein.
<TABLE>
<CAPTION>
Amount and Nature of Percent of
Name and Address of Beneficial Owner Beneficial Ownership Class
- ------------------------------------ -------------------- ----------
<S> <C> <C>
CMGI(1)....................................... 15,997,134 16.6%
100 Brickstone Square
Andover, MA 01810
FMR Corp(2)................................... 11,333,990 11.8%
82 Devonshire Street
Boston, MA 02109
Directors
Richard H. Sabot(3)........................... 256,518 *
c/o Lycos
160 Water Street
Williamstown, MA 01267
Daniel J. Nova(4)............................. 63,499 *
c/o Highland Capital
Two International Place
Floor 22
Boston, MA 02110
John M. Connors, Jr.(5)....................... 67,167 *
c/o Hill, Holliday, Connors, Cosmopulos, Inc.
200 Clarendon Street
Boston, MA 02116
Peter A. Lund(6).............................. -- *
32 East 64th St.
New York, NY 10021
Named Executive Officers
Robert J. Davis(7)............................ 1,012,151 1%
Edward M. Philip(8)........................... 284,176 *
David G. Peterson(9).......................... 64,000 *
Jeffrey J. Crown(10).......................... 10,809 *
Thomas E. Guilfoile(11)....................... 11,384 *
All executive officers and directors as a
group (11 persons)........................... 1,809,704 1.9%
</TABLE>
5
<PAGE>
- --------
* Less than 1%
(1) Includes 4,949,444 shares held by CMG@Ventures I, LLC, 5,023,156 shares
held by CMG@Ventures Capital Corporation, and 2,147,258 shares held by
CMG@Ventures Securities Corp. The remaining 3,877,276 shares are held by
CMGI directly. Each of CMG@Ventures I, LLC, CMG@Ventures LP, CMG@Ventures
Capital Corporation, CMG@Ventures Securities Corp., Mr. Wetherell,
Chairman of the Board, President, Chief Executive Officer and Secretary of
CMGI and a profit member of CMG@Ventures I, LLC and an officer, director
and a greater than 10% stockholder of CMGI (the sole stockholder of
CMG@Ventures, Inc., which is the managing member of CMG@Ventures I, LLC),
and CMG@Ventures Capital Corporation, which is the sole stockholder of
CMG@Ventures Securities Corp., also may be deemed to be a beneficial owner
of these shares of Common Stock. CMGI, the sole stockholder of
CMG@Ventures I LLC, Inc., may be deemed to be the beneficial owner of the
shares held by CMG@Ventures I LLC. Each of CMG@Ventures, Inc.,
CMG@Ventures Capital Corporation, CMG@Ventures Securities Corp., CMGI and
Mr. Wetherell disclaims beneficial ownership except to the extent of his
or its pecuniary interest. Includes 1,457,968 shares of Common Stock which
CMG@Ventures I, LLC has agreed to sell to the Company upon the exercise of
options granted under the Company's 1995 Stock Option Plan.
(2) Based on information provided to the Company by FMR Corporation.
(3) Includes 256,518 shares of Common Stock held by Mr. Sabot and options to
acquire no shares of Common Stock which are currently exercisable or
become exercisable within 60 days. In addition, Mr. Sabot holds options to
purchase 272,000 shares of Common Stock which become exercisable after 60
days.
(4) Includes 36,832 shares of Common Stock held by Mr. Nova and options to
acquire 26,667 shares of Common Stock which are currently exercisable or
become exercisable within 60 days. In addition, Mr. Nova holds options to
purchase 13,333 shares of Common Stock which become exercisable after 60
days.
(5) Includes 500 shares of Common Stock held by Mr. Connors and options to
acquire 66,667 shares of Common Stock which are currently exercisable or
become exercisable within 60 days. In addition, Mr. Connors holds options
to purchase 13,333 shares of Common Stock which become exercisable after
60 days.
(6) Mr. Lund holds options to purchase 10,000 shares of Common Stock which
become exercisable over a three year period.
(7) Includes 5,751 shares of Common Stock held by Mr. Davis and options to
acquire 1,006,400 shares of Common Stock which are currently exercisable
or become exercisable within 60 days. In addition, Mr. Davis holds options
to purchase 2,224,600 shares of Common Stock which become exercisable
after 60 days.
(8) Includes 7,788 shares of Common Stock held by Mr. Philip and options to
acquire 276,388 shares of Common Stock which are currently exercisable or
become exercisable within 60 days. In addition, Mr. Philip holds options
to purchase 1,960,020 shares of Common Stock which become exercisable
after 60 days.
(9) Includes options to acquire 64,000 shares of Common Stock which are
currently exercisable or become exercisable within 60 days. In addition,
Mr. Peterson holds options to purchase 454,000 shares of Common Stock
which become exercisable after 60 days.
(10) Includes 809 shares of Common Stock held by Mr. Crown and options to
acquire 10,000 shares of Common Stock which are currently exercisable or
become exercisable within 60 days. In addition, Mr. Crown holds options
to purchase 364,000 shares of Common Stock which become exercisable after
60 days.
(11) Includes 1,384 shares of Common Stock held by Mr. Guilfoile and options
to acquire 10,000 shares of Common Stock which are currently exercisable
or become exercisable within 60 days. In addition, Mr. Guilfoile holds
options to purchase 350,000 shares of Common Stock which become
exercisable after 60 days.
6
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee (the "Committee") of the Board of Directors has
furnished the following report on executive compensation.
The Company's executive compensation program is administered by the
Committee. The Committee, which is comprised of two independent directors,
establishes and administers the Company's executive compensation policies and
plans and administers the Company's stock option and other equity-related
employee compensation plans. The Committee considers internal and external
information in determining certain officers' compensation, including outside
survey data.
Compensation Philosophy
The Company's compensation policies for executive officers are based on the
belief that the interests of executives should be closely aligned with those
of the Company's stockholders. The compensation policies are designed to
achieve the following objectives:
. Offer compensation opportunities that attract highly qualified
executives, reward outstanding initiative and achievement, and retain the
leadership and skills necessary to build long-term shareholder value.
. Maintain a significant portion of executives' total compensation at risk,
tied to both the annual and long-term financial performance of the
Company and the creation of stockholder value.
. Further the Company's short and long-term strategic goals and values by
aligning compensation with business objectives and individual
performance.
Compensation Program
The Company's executive compensation program has three major integrated
components, base salary, annual incentive awards, and long term incentives.
Base Salary. Base salary levels for executive officers are determined
annually by reviewing the competitive pay practices of Internet companies of
similar size and market capitalization, the skills, performance level, and
contribution to the business of individual executives, and the needs of the
Company. Overall, the Company believes that base salaries for its executive
officers are competitive with median base salary levels for similar positions
in these Internet companies.
Annual Incentive Awards. The Company's executive officers are eligible to
receive annual cash bonus awards designed to motivate executives to attain
short-term and longer-term corporate and individual management goals. The
Committee establishes the annual incentive opportunity for each executive
officer in relation to his or her base salary. Awards under this program are
based on the attainment of specific Company performance measures established
by the Committee early in the fiscal year, and by the achievement of specified
individual objectives and the degree to which each executive officer
contributes to the overall success of the Company and the management team. For
1999, the formula for these bonuses was determined as a function of sales
growth, mergers and acquisition success and other individual objectives, thus
establishing a direct link between executive pay and the Company's growth. The
Company's performance in 1999 achieved the objectives set by the Committee.
Long-Term Incentives. The Committee believes that stock options are an
excellent vehicle for compensating its officers and employees. The Company
provides long-term incentives through its 1995 and 1996 Stock Option Plans,
the purpose of which is to create a direct link between executive compensation
and increases in stockholder value. Stock options are granted at fair market
value and vest in installments, generally over four or five years. When
determining option awards for an executive officer, the Committee considers
the executive's current contribution to Company performance, the anticipated
contribution to meeting the Company's long-term strategic performance goals,
and industry practices and norms. Long-term incentives granted in prior years
and
7
<PAGE>
existing levels of stock ownership are also taken into consideration. Because
the receipt of value by an executive officer under a stock option is dependent
upon an increase in the price of the Company's Common Stock, this portion of
the executive's compensation is directly aligned with an increase in
shareholder value.
Chief Executive Officer Compensation
Mr. Davis' base salary, annual incentive award and long-term incentive
compensation are determined by the Committee based upon the same factors as
those employed by the Committee for executive officers generally. Mr. Davis'
current annual base salary is $170,000 subject to annual review and increase
by the Board of Directors of the Company. Mr. Davis was also paid a
discretionary cash bonus of $80,000. In addition, Mr. Davis received a $450
per month automobile allowance. During fiscal year 1999, Mr. Davis was granted
options to purchase 1,300,000 shares. Subsequent to July 31, 1999, Mr. Davis
was granted options to purchase an additional 625,000 shares. The options are
subject to various four, five and nine year vesting schedules but become
immediately vested in the event of a change in control of the Company.
Section 162(m) Limitation
Section 162(m) of the Internal Revenue Code limits the tax deduction to $1
million for compensation paid to certain executives of public companies.
Having considered the requirements of Section 162(m), the Committee believes
that grants made pursuant to the Company's 1995 and 1996 Stock Option Plans
meet the requirement that such grants be "performance based" and are,
therefore, exempt from the limitations on deductibility. Historically, the
combined salary and bonus of each executive officer has been well below the $1
million limit. The Committee's present intention is to comply with Section
162(m) unless the Committee feels that required changes would not be in the
best interest of the Company or its shareholders.
Compensation Committee
John M. Connors, Jr.
Daniel J. Nova
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
General
Messrs. Connors and Nova served as members of the Compensation Committee
during fiscal 1999. Neither Messrs. Connors nor Nova was an officer or
employee of the Company or any of its subsidiaries during fiscal 1999.
Certain Relationships and Related Transactions
Transactions with CMGI.
The Company has entered into strategic business partnerships with companies
which are controlled by CMGI, the Company's largest stockholder, pursuant to
which the Company and such entities have agreed to develop certain products
and technologies. The Company believes that the terms of these arrangements
are representative of the terms the Company would have received from unrelated
third parties.
8
<PAGE>
PERFORMANCE GRAPH
The graph set forth below compares the change in the Company's cumulative
total stockholder return on its Common Stock (as measured by dividing (i) the
sum of (A) the cumulative amount of dividends for the period indicated,
assuming dividend reinvestment, and (B) the difference between the Company's
share price at the end of the period and April 2, 1996, the date of the
Company's initial public offering; by (ii) the share price at April 2, 1996)
with the cumulative total return of The NASDAQ Stock Market (U.S.) Index and
the cumulative total return of the H&Q Internet Index (assuming the investment
of $100 in the Company's Common Stock, the NASDAQ Stock Market (U.S.) Index
and the H&Q Internet Index on April 2, 1996, and reinvestment of all
dividends). The Company has paid no dividends to date.
INDEXED STOCK PERFORMANCE
<TABLE>
<CAPTION>
4/2/96 4/30/96 5/31/96 6/28/96 7/31/96 8/30/96 9/30/96 10/31/96 11/29/96 12/31/96
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
LYCOS, INC. 100.00 109.37 96.10 69.55 37.12 42.20 74.22 63.30 72.66 65.62
NASDAQ 100.00 107.13 111.89 106.63 97.23 102.71 110.40 109.91 116.31 116.17
H&Q Internet Index 100.00 115.12 120.40 110.10 88.37 92.58 102.25 93.69 99.55 94.20
<CAPTION>
1/31/97 2/28/97 3/31/97 4/30/97 5/30/97 6/30/97 7/31/97 8/29/97 9/30/97 10/31/97
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
LYCOS, INC. 105.47 117.20 87.90 80.47 90.62 79.70 117.97 195.70 212.50 163.30
NASDAQ 124.16 117.79 109.93 113.45 126.00 129.76 143.42 142.83 151.68 143.40
H&Q Internet Index 95.30 80.92 74.68 78.07 93.59 92.99 107.11 108.67 123.11 119.19
<CAPTION>
11/28/97 12/31/97 1/30/98 2/27/98 3/31/98 4/30/98 5/29/98 6/30/98 7/31/98 8/31/98
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
LYCOS, INC. 191.02 258.60 238.67 257.81 276.57 386.32 331.45 471.10 357.05 271.10
NASDAQ 144.02 141.30 145.71 159.31 165.18 168.13 160.07 170.49 168.48 134.91
H&Q Internet Index 117.55 126.43 127.91 153.30 168.86 179.31 163.56 212.09 192.10 135.54
<CAPTION>
9/30/98 10/30/98 11/30/98 12/31/98 1/29/99 2/26/99 3/31/99 4/30/99 5/28/99 6/30/99
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
LYCOS, INC. 422.65 507.83 737.50 694.53 1,712.50 1,095.33 1,075.78 1,246.10 1,256.25 1,148.45
NASDAQ 152.42 159.40 175.43 197.31 225.49 205.89 221.49 228.82 217.69 241.71
H&Q Internet Index 170.41 178.60 244.14 294.33 437.33 391.87 497.97 563.61 474.43 512.87
<CAPTION>
7/30/99
--------
<S> <C>
LYCOS, INC. 1,032.83
NASDAQ 237.43
H&Q Internet Index 452.37
</TABLE>
9
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth all compensation awarded to, earned by or
paid to the Company's Chief Executive Officer and each of the Company's four
most highly compensated executive officers (other than the Chief Executive
Officer) whose total annual salary and bonus exceeded $100,000 for all
services rendered in all capacities to the Company and its subsidiaries for
the Company's fiscal year ended July 31, 1999 (the "Named Executive
Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Securities
----------------------- Underlying All Other
Name and Principal Position Year Salary($) Bonus($) Options # Compensation($)
- --------------------------- ---- ---------- --------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Robert J. Davis.......... 1999 170,000 80,000 300,000 6,742(1)
President and Chief
Executive Officer (8) 1,000,000(2)
1998 170,000 80,000 266,000 7,022(3)
1997 170,000 129,000 100,000 10,741(4)
Edward M. Philip......... 1999 163,000 80,000 300,000 1,371(5)
Chief Operating Officer,
Chief Financial 1,000,000(2)
Officer and Secretary (8)
1998 150,000 62,500 266,000 1,369(5)
1997 150,000 50,000 308,688 4,750(6)
David G. Peterson........ 1999 140,000 60,000 100,000 1,369(5)
Vice President of Sales 1998 137,000 74,000 40,000 1,586(5)
1997 92,500(7) 46,000 440,000 1,000(6)
Jeffrey J. Crown......... 1999 140,000 60,000 60,000 2,724(5)
Vice President of
Business Development 1998 156,000 40,000 40,000 2,940(5)
1997 93,500 49,000 320,000 7,511(6)
Thomas E. Guilfoile...... 1999 114,000 50,000 100,000 1,334(5)
Vice President of
Finance and
Administration 1998 98,000 45,000 120,000 2,496(5)
1997 85,000 -- 80,000 690(6)
</TABLE>
- --------
(1) Consists of a $5,400 auto allowance and $1,342 contributed by the Company
pursuant to the Lycos, Inc. Retirement Savings Plan--401(k) (the "Lycos
401(k) Plan").
(2) Options were granted at a strike price of $65.375 which was in excess of
the fair market value on the date of grant and vest nine years from the
date of grant.
(3) Consists of a $5,450 auto allowance and $1,572 contributed by the Company
pursuant to the Lycos, Inc. Retirement Savings Plan--401(k) (the "Lycos
401(k) Plan").
(4) Consists of a $5,400 auto allowance and $5,341 contributed by the Company
pursuant to the CMG, Inc. Retirement Savings Plan--401(k) (the "CMG 401(k)
Plan").
(5) Consists of amounts contributed by the Company pursuant to the Lycos
401(k) Plan.
(6) Consists of amounts contributed by the Company pursuant to the CMG 401(k)
Plan.
(7) Compensation amount based on amount actually earned for partial period.
(8) Options become immediately vested in the event of a change in control of
the Company.
On July 31, 1999, the number of remaining shares of Common Stock held by the
Named Executive Officers that had not vested and the value of such stock at
that date (at the market price of $41.313 per share) was as follows: Mr. Davis
1,732,800 shares (valued at $71,587,166); Mr. Philip 1,871,901 shares (valued
at $77,333,846); Mr. Peterson 396,000 shares (valued at $16,359,948); Mr.
Crown 300,000 shares (valued at $12,393,900); and Mr. Guilfoile 260,000 shares
(valued at $10,741,380).
10
<PAGE>
Grants of Stock Options
The following table sets forth certain information with respect to
individual grants of stock options to the Named Executive Officers during the
fiscal year ended July 31, 1999.
1999 OPTION GRANTS(1)
<TABLE>
<CAPTION>
Individual Grants
------------------------------------------------------------------------
Potential Realization Value
% of Total at Assumed Annual Rates of
Options Stock Price Appreciation
Granted to For Option Term(2)
Option Employees Exercise Expiration ----------------------------
Name Grants in 1999 Price(1) Date 5% 10%
- ---- --------- ---------- -------- ---------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Davis......... 300,000 2.23% $13.50 8/03/08 $ 2,547,023 $ 6,454,657
1,000,000 7.45% $65.38 2/09/09 $ 11,386,659 $ 56,855,113
Edward M. Philip........ 300,000 2.23% $13.50 8/03/08 $ 2,547,023 $ 6,454,657
1,000,000(3) 7.45% $65.38 2/09/09 $ 11,386,659 $ 56,855,113
David G. Peterson....... 100,000 * $13.50 8/03/08 $ 849,008 $ 2,151,552
Jeffrey J. Crown........ 60,000 * $13.50 8/03/08 $ 509,405 $ 1,290,931
Thomas E. Guilfoile..... 100,000 * $13.50 8/03/08 $ 849,008 $ 2,151,552
</TABLE>
- --------
* Less than 1%
(1) The exercise price of the option represented is at or above the fair
market value of the Common Stock on the date of grant.
(2) Potential gains are net of exercise price, but before taxes associated
with exercise. These amounts represent certain assumed rates of
appreciation only, based on the Securities and Exchange Commission rules.
Actual gains, if any, on stock option exercises are dependent on the
future performance of the Common Stock, the timing of such exercises and
the option holder's continued employment through the vesting period. The
amounts reflected in this table may not accurately reflect or predict the
actual value of the stock options.
(3) During 1999, Mr. Philip received an additional grant of 500,000 shares at
$65.38 which were subsequently canceled.
Stock Option Exercises and July 31, 1999 Stock Option Values
Set forth in the table below is information concerning the value realized
upon stock option exercises during fiscal year 1999 as well as the value of
stock options held at July 31, 1999 by the Named Executive Officers of the
Company.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND OPTION VALUES AS OF JULY 31, 1999
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-The-Money Options at
Shares Options at July 31, 1999 July 31, 1999(1)
Acquired Value ------------------------- -------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Davis......... 120,000 $6,094,074 973,200 1,732,800 $38,371,686 $24,795,377
Edward M. Philip........ 160,000 $5,928,960 49,507 1,871,901 $ 1,853,734 $30,522,550
David G. Peterson....... 72,000 $2,221,438 32,000 396,000 $ 1,217,767 $14,199,198
Jeffrey J. Crown........ 71,000 $2,623,114 9,000 300,000 $ 346,223 $10,895,740
Thomas E. Guilfoile..... 40,000 $1,028,644 8,000 260,000 $ 311,304 $ 8,796,630
</TABLE>
- --------
(1) The amounts set forth represent the difference, if positive, between the
fair market value of the Common Stock underlying the options at July 31,
1999 ($41.313 per share) and the exercise price of the options, multiplied
by the applicable number of options.
11
<PAGE>
APPROVAL OF AMENDMENT TO THE LYCOS, INC.
1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
General
The Lycos, Inc. 1996 Non-Employee Director Stock Option Plan (the "Directors
Plan") was adopted by the Board of Directors and approved by the Company's
shareholders in February 1996. The purpose of the Directors Plan is to attract
and retain the services of qualified persons who are not employees of the
Company to serve as members of its Board of Directors. Under the Directors
Plan, nonqualified stock options may be granted to non-employee directors. The
Directors Plan authorizes the issuance of a maximum of 400,000 shares of
Common Stock.
Proposed Amendment to the Directors Plan
Currently, the Directors Plan provides for the grant of an option for 10,000
shares of Common Stock on the date of the director's election to the Board of
Directors. The Board of Directors proposes to adopt an amendment to the
Directors Plan, subject to approval by the shareholders, that would permit the
Board of Directors to grant periodic option grants from time to time to non-
employee directors. The Board of Directors believe that this amendment will
enhance the ability of the Company to attract, retain and compensate
outstanding individuals as members of the Board of Directors and that the
adoption of the amendment will be important to the future success of the
Company.
The affirmative vote of the holders of at least a majority of the Common
Stock voting in person or by proxy at the meeting will be required for the
approval of the Directors Plan.
Directors Plan
The Directors Plan is administered by the Board of Directors. The exercise
price per share for all options granted under the Directors Plan will be equal
to the fair market value of the Common Stock as of the date of grant. All
options vest in three equal installments beginning on the first anniversary of
the date of grant. Options under the Directors Plan will expire 10 years from
the date of grant and are exercisable only while the optionee is serving as a
director of the Company.
Termination or Amendment of the Directors Plan
Unless sooner terminated, the Directors Plan shall terminate as of February
22, 2006. The Board of Directors may at any time terminate the Directors Plan
or make such modifications or amendments as it deems advisable; provided,
however, that no modifications or amendments to the provisions of the
Directors Plan may be made more than once every six months other than to
comply with changes in the Internal Revenue Code, the Employee Retirement
Income Security Act, or the rules thereunder, if the effect of such amendment
or modification would be to change (i) the requirements for eligibility under
the Directors Plan, (ii) the timing of the grants of options to be granted
under the Directors Plan or the exercise price or vesting schedule thereof, or
(iii) the number of shares subject to options to be granted under the
Directors Plan either in the aggregate or to any one director. Any amendment
to the provisions of the Directors Plan which (i) materially increases the
number of shares which may be subject to options granted under the Directors
Plan, (ii) materially increases the benefits accruing to optionees under the
Plan, or (iii) materially modifies the requirement for eligibility to
participate in the Directors Plan, shall be subject to approval by the
shareholders of the Company.
Recapitalization; Reorganization; Change of Control
The Directors Plan provides that the number and kind of shares as to which
options may be granted thereunder and as to which outstanding options then
unexercised shall be exercisable shall be adjusted to prevent dilution in the
event of any reorganization or recapitalization (other than as the result of
an Acquisition, as such term is hereinafter defined), reclassification, stock
subdivision, combination of shares or dividends payable in
12
<PAGE>
capital stock. If the Company is to be consolidated with or acquired by
another entity in a merger or in a sale of all or substantially all of the
Company's assets or otherwise (an "Acquisition"), the compensation committee
or the board of directors of any entity assuming the obligations of the
Company (the "Successor Board"), shall, as to outstanding options, either (i)
make appropriate provision for the continuation of such options by
substituting on an equitable basis for the shares then subject to such options
the consideration payable with respect to the outstanding shares of Common
Stock in connection with the Acquisition, (ii) upon written notice to the
optionees, provide that all options must be exercised (to the extent then
exercisable) within a specified number of days of the date of such notice, at
the end of which period the options shall terminate, or (iii) terminate all
options in exchange for a cash payment equal to the excess of the fair market
value of the shares subject to such options (to the extent then exercisable)
over the exercise price thereof.
Upon dissolution or liquidation of the Company, all options granted under
the Directors Plan shall terminate.
Grants Under the Directors Plan
As of July 31, 1999, 40,000 options had been granted and remain outstanding
under the Directors Plan and 40,000 were exercisable.
Federal Income Tax Consequences
Options granted under the Directors Plan will be nonqualified stock options
and will be subject to the Federal income tax consequences described under the
Lycos, Inc. 2000 Stock Option Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDMENT TO
THE LYCOS, INC. 1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN.
APPROVAL OF THE LYCOS, INC. 2000 STOCK OPTION PLAN
General
The purpose of the Lycos, Inc. 2000 Stock Option Plan (the "2000 Plan") is
to attract and retain key employees and consultants of the Company, to provide
an incentive for them to achieve long-range performance goals, and to enable
them to participate in the long-term growth of the Company. Under the 2000
Plan, incentive stock options ("ISOs") may be granted to employees and
officers of the Company or any subsidiary and non-qualified stock options
("NQSOs") may be granted to consultants, employees and officers of the Company
or any subsidiary.
Set forth below is a summary of the principal provisions of the 2000 Plan, a
copy of which may be obtained from the Secretary of the Company upon request.
The affirmative vote of the holders of at least a majority of the Common Stock
voting in person or by proxy at the meeting will be required for the approval
of the 2000 Plan.
Administration
The 2000 Plan is administered by the Compensation Committee of the Board of
Directors, subject to the supervision and control of the entire Board. The
members of the Compensation Committee are appointed by the Board of Directors
and the Board may from time to time appoint a member or members of the
Compensation Committee in substitution for or in addition to the member or
members then in office and may fill vacancies on the Compensation Committee
however caused. The present members of the Compensation Committee are Messrs.
Connors and Nova.
Subject to the provisions of the 2000 Plan, the Compensation Committee has
the authority to select optionees and to determine the terms of the options
granted, including (i) the number of shares subject to each option, (ii)
whether the option shall be an option qualified as an incentive stock option
under Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code") or a nonqualified option, (iii) when the option becomes exercisable,
(iv) the exercise price of the option, (v) the duration of the option (which
in the case of an
13
<PAGE>
incentive stock option granted to employees or officers holding 10% or more of
the voting stock of the Company cannot be in excess of five years), and (vi)
the time, manner and form of payment upon exercise of an option. Optionees may
be officers, other employees or consultants of the Company or any subsidiary.
Non-employee directors are not eligible for option grants under the 2000 Plan.
Shares Subject to the 2000 Plan
The aggregate number of shares of Common Stock of the Company that is
authorized for grants of options under the 2000 Plan is 10,000,000; provided,
however, that effective August 1, 2001 and each subsequent August 1 during the
term of the 2000 Plan, the number of shares of Common Stock available for
grants of stock options shall be increased automatically by an amount equal to
5% of the total number of issued and outstanding shares of Common Stock
(including shares held in treasury) as of the close of business on July 31 of
the preceding month, provided that the maximum cumulative number of shares of
Common Stock available for grants of incentive stock options under the 2000
Plan may not exceed 500,000 shares.
Shares subject to grants of options that have expired or terminated without
being exercised, shall again be available for subsequent option grants under
the 2000 Plan.
Eligibility
The Compensation Committee selects the individuals who will be granted
options. In determining the eligibility of an individual to be granted an
option, as well as determining the number of shares to be optioned to any
individual, the Compensation Committee takes into account the position and
responsibilities of the individual being considered, the nature and value to
the Company or its subsidiaries of the individual's service and
accomplishments, his or her present and potential contribution to the success
of the Company or its subsidiaries, and such other factors as the Compensation
Committee deems relevant.
Terms of Options
Options granted under the 2000 Plan are exercisable at such times and during
such period as is set forth in the option agreement, but cannot have a term in
excess of ten years from the date of grant. The Compensation Committee is
entitled to accelerate the date of exercise of any installment of any option,
except that without the consent of the optionee, the Compensation Committee
shall not accelerate the exercise date of any installment of any incentive
stock option if such acceleration would violate the annual vesting limitation
contained in Section 422(d) of the Code. The option agreement may contain such
provisions and conditions as may be determined by the Compensation Committee.
The option exercise price for options designated as NQSOs granted under the
2000 Plan shall be determined by the Compensation Committee, but in no event
may it be less than the par value of the Common Stock. The option exercise
price for ISOs granted under the 2000 Plan shall be no less than the fair
market value of the Common Stock of the Company at the time the option is
granted and no less than 110% of fair market value in the case of employees or
officers holding 10% or more of the voting stock of the Company.
Options granted under the 2000 Plan may provide for the payment of the
exercise price by delivery of (a) cash or a check payable to the Company; or
(b) with the consent of the Compensation Committee, (i) shares of Common Stock
of the Company owned by the optionee for at least six months prior to the
exercise date (or purchased on the open market) having a fair market value
equal to the exercise price of the options being exercised, (ii) a completed
attestation form prescribed by the Company setting forth the whole shares of
Common Stock owned by the holder for at least six months prior to the exercise
date (or purchased on the open market) which the holder wishes to use to
exercise the option or (iii) any combination thereof. The maximum number of
shares of Common Stock with respect to which an option or options may be
granted to any employee in any one calendar year shall not exceed 1,000,000
shares.
14
<PAGE>
If an optionee dies while in the employ of the Company, the option becomes
fully vested and is exercisable prior to the last day of the twelfth month
following the date of death. If an optionee becomes disabled while in the
employ of the Company, the option to the extent then exercisable is
exercisable prior to the last day of the sixth month following the date of
termination of employment. If the optionee leaves the employ of the Company
for any other reason, the option is exercisable for only 90 days following the
date of termination of employment; provided, however, that the Compensation
Committee may extend this period to up to six months following the date of
termination. Except in the case of death, options which are exercisable
following termination of employment are exercisable only to the extent that
the optionee was entitled to exercise such options on the date of such
termination.
Transferability of Options
Options are non-transferable or assignable other than by will or law of
descent and distribution; provided, however, that, with the approval of the
Compensation Committee, NQSOs may be transferred to immediate family members
or to a trust for the benefit of such family members.
Termination or Amendment of the 2000 Plan
Unless sooner terminated, the 2000 Plan shall terminate as of July 31, 2011.
The Board of Directors may at any time terminate the 2000 Plan or make such
modifications or amendments as it deems advisable; provided, however, that the
Board of Directors may not, without shareholder approval, increase the maximum
number of shares for which options may be granted, increase the maximum number
of shares of Common Stock that may be subject to an option for any employee
during any calendar year; change the designation of the class of persons
eligible to receive options under the 2000 Plan or make any other change in
the 2000 Plan which requires shareholder approval under applicable law or
regulations. The Compensation Committee may terminate, amend or modify any
outstanding option without the consent of the option holder; provided,
however, that, without the consent of the optionee, the Compensation Committee
shall not change the number of shares subject to an option, or the exercise
price or term thereof.
Recapitalization; Reorganization; Change of Control
The 2000 plan provides that the number and kind of shares as to which
options may be granted thereunder and as to which outstanding options then
unexercised shall be exercisable shall be adjusted to prevent dilution in the
event of any reorganization or recapitalization (other than as the result of
an Acquisition, as such term is hereinafter defined), reclassification, stock
subdivision, combination of shares or dividends payable in capital stock. If
the Company is to be consolidated with or acquired by another entity in a
merger or in a sale of all or substantially all of the Company's assets or
otherwise (an "Acquisition"), the compensation committee or the board of
directors of any entity assuming the obligations of the Company (the
"Successor Board"), shall, as to outstanding options, either (i) make
appropriate provision for the continuation of such options by substituting on
an equitable basis for the shares then subject to such options the
consideration payable with respect to the outstanding shares of Common Stock
in connection with the Acquisition, (ii) upon written notice to the optionees,
provide that all options must be exercised (to the extent then exercisable)
within a specified number of days of the date of such notice, at the end of
which period the options shall terminate, or (iii) terminate all options in
exchange for a cash payment equal to the excess of the fair market value of
the shares subject to such options (to the extent then exercisable) over the
exercise price thereof.
Upon dissolution or liquidation of the Company, all options granted under
the 2000 Plan shall terminate.
15
<PAGE>
Federal Income Tax Consequences
The following brief description of the tax consequences of options under the
Plan is based on Federal tax laws currently in effect and does not purport to
be a complete description of such Federal tax consequences.
Options
There are no Federal tax consequences either to the optionee or to the
Company upon the grant of an ISO or an NQSO. On the exercise of an ISO, the
optionee will not recognize any income and the Company will not be entitled to
a deduction, although such exercise may give rise to alternative minimum tax
liability for the optionee. Generally, if the optionee disposes of shares
acquired upon exercise of an ISO within two years of the date of grant or one
year of the date of exercise, the optionee will recognize ordinary income, and
the Company will be entitled to a deduction, equal to the excess of the fair
market value of the shares on the date of exercise over the option price
(limited generally to the gain on the sale). The balance of any gain, and any
loss, will be treated as a capital gain or loss to the optionee. If the shares
are disposed of after the foregoing holding requirements are met, the Company
will not be entitled to any deduction, and the entire gain or loss for the
optionee will be treated as a capital gain or loss.
On exercise of an NQSO, the excess of the date-of-exercise fair market value
of the shares acquired over the option price will generally be taxable to the
optionee as ordinary income and deductible by the Company. The disposition of
shares acquired upon exercise of an NQSO will generally result in a capital
gain or loss for the optionee, but will have no tax consequences for the
Company.
Generally, the Company's tax deduction for all compensation paid to
specified officers in any one year is limited to $1,000,000. It is anticipated
that the Company's deduction arising from an officer's exercise of an NQSO (or
the sale of the underlying stock acquired through the exercise of an ISO
before the required holding periods are met) will be exempt from this
limitation as certain outside director and shareholder approval requirements
will be met.
New Plan Benefits
It is not possible to state the persons who will receive stock options under
2000 Plan in the future, nor the amount of options which will be granted
thereunder. The following table provides information as to options granted
under the 1995 and 1996 Plans during fiscal 1999.
<TABLE>
<CAPTION>
Dollar Number
Name Value of Units
- ---- ------ ---------
<S> <C> <C>
Robert J. Davis................................................ (1) 1,300,000
Edward M. Philip (2)........................................... (1) 1,300,000
David Peterson................................................. (1) 100,000
Jeffrey Crown.................................................. (1) 60,000
Thomas E. Guilfoile............................................ (1) 100,000
Executive Officers as a Group.................................. (1) 3,280,000
Non-Executive Officer Employee Group........................... (1) 9,649,588
</TABLE>
- --------
(1) The dollar value of options is equal to the difference between the
exercise price of the options granted and the fair market value of the
Company's Common Stock at the date of exercise. Accordingly, such dollar
value is not readily ascertainable.
(2) During 1999, Mr. Philip received an additional grant of 500,000 shares at
$65.38 which were subsequently canceled.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF
THE LYCOS, INC. 2000 STOCK OPTION PLAN.
16
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed KPMG Peat Marwick LLP as independent
certified public accountants to audit the consolidated financial statements of
the Company and its subsidiaries for the fiscal year ending July 31, 2000.
KPMG Peat Marwick LLP has served as independent accountants since 1995 and has
audited the financial statements of the Company during that period.
A representative of KPMG Peat Marwick LLP is expected to be present at the
Annual Meeting and will have the opportunity to make a statement if he or she
so desires and to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPOINTMENT OF KPMG PEAT
MARWICK LLP AS THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF THE COMPANY FOR
FISCAL YEAR 2000.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors and persons owning more than 10% of the outstanding
Common Stock of the Company to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers, directors and
greater than 10% holders of Common Stock of the Company are required by
Securities and Exchange Commission regulations to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely on copies of such forms furnished as provided above, management
believes that through the date hereof all Section 16(a) filing requirements
applicable to its officers, directors and owners of greater than 10% of its
Common Stock were complied with.
TIME FOR SUBMISSION OF STOCKHOLDER PROPOSALS
Under regulations adopted by the Securities and Exchange Commission, any
proposal submitted for inclusion in the Company's Proxy Statement relating to
the Annual Meeting of Stockholders to be held in 2000 must be received at the
Company's principal executive offices in Waltham, Massachusetts on or before
September 19, 2000. Receipt by the Company of any such proposal from a
qualified stockholder in a timely manner will not ensure its inclusion in the
proxy material because there are other requirements in the proxy rules for
such inclusions.
In addition to the Securities and Exchange Commission requirements regarding
stockholder proposals, the Company's By-laws contain provisions regarding
matters to be brought before stockholder meetings. If such matters are to be
included in the Company's proxy statement and form of proxy, notice thereof
must be delivered to the Company in accordance with the Securities and
Exchange Commission requirements set forth in the paragraph above. If such
matters are not to be included in the Company's proxy statement and form of
proxy, but are to be brought before the meeting, notice of them must be given
by personal delivery or by United States mail, postage prepaid, to the
Secretary of the Company on or before September 19, 2000.
OTHER MATTERS
Management knows of no matters which may properly be and are likely to be
brought before the meeting other than the matters discussed herein. However,
if any other matters properly come before the meeting, the persons named in
the enclosed proxy will vote in accordance with their best judgment.
The cost of this solicitation will be borne by the Company. It is expected
that the solicitation will be made primarily by mail, but regular employees or
representatives of the Company (none of whom will receive any
17
<PAGE>
extra compensation for their activities) may also solicit proxies by
telephone, telecopier and in person and arrange for brokerage houses and other
custodians, nominees and fiduciaries to send proxies and proxy material to
their principals at the expense of the Company.
10-K REPORT
THE COMPANY WILL PROVIDE EACH BENEFICIAL OWNER OF ITS SECURITIES WITH A COPY
OF AN ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO, REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR THE COMPANY'S MOST RECENT FISCAL YEAR, WITHOUT CHARGE, UPON
RECEIPT OF A WRITTEN REQUEST FROM SUCH PERSON. SUCH REQUEST SHOULD BE SENT TO
JUSTINE ALONZO, LYCOS, INC., 400-2 TOTTEN POND ROAD, WALTHAM, MA 02451-2000.
VOTING PROXIES
The Board of Directors recommends an affirmative vote on all proposals
specified. If the enclosed proxy is properly executed and returned, it will be
voted in the manner directed by the stockholder. If signed proxies are
returned without specifying an affirmative or negative vote on any proposal,
the shares represented by such proxies will be voted in favor of the Board of
Directors' recommendations.
By order of the Board of Directors
Edward M. Philip,
Chief Operating Officer,
Chief Financial Officer and
Secretary
November 22, 1999
18
<PAGE>
LYCIS-99-PS
<PAGE>
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
- --------------------------------------------------------------------------------
LYCOS, INC.
- --------------------------------------------------------------------------------
Mark box at right if you plan to attend the meeting. [_]
Mark box at right if an address change or comment has been noted on
the reverse side of this card. [_]
RECORD DATE SHARES:
For With-
1. Election of one Director to serve for a term Nominee hold
of three years.
Robert J. Davis [_] [_]
For Against Abstain
2. To consider and act upon a proposal to approve an
amendment to the Lycos, Inc. 1996 Non-Employee
Director Stock Option Plan. [_] [_] [_]
3. To consider and act upon a proposal to adopt the
Lycos, Inc. 2000 Employee Stock Option Plan. [_] [_] [_]
4. To consider and act upon a proposal to ratify,
confirm and approve the selection of KPMG Peat
Marwick LLP as the independent certified public
accountants of the Corporation for fiscal year
2000. [_] [_] [_]
5. In their discretion, the proxies are authorized to vote upon other business
as may properly come before the meeting, all as set out in the Notice and
Proxy Statement relating to the meeting, receipt of which is hereby
acknowledged.
------------------------------
Please be sure to sign and date this Proxy. Date
- --------------------------------------------------------------------------------
- -----Stockholder sign here-------------------Co-owner sign here-----------------
DETACH CARD DETACH CARD
Dear Lycos Stockholder:
Enclosed please find your proxy materials for the Annual Meeting of
Stockholders, to be held on Tuesday, December 21, 1999, at 10:00 A.M. at the
Summerfield Suites Hotel, 54 Fourth Avenue, Waltham, Massachusetts.
Please sign, date and return your proxy card in this enclosed envelope as soon
as possible.
Your vote counts! Thank you in advance for your prompt consideration of these
matters.
Lycos, Inc.
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PROXY
LYCOS, INC.
1999 Annual Meeting of Stockholders
December 21, 1999
The undersigned hereby appoints Robert J. Davis and Edward M. Philip, and each
of them, with full power of substitution, attorneys and proxies to vote all
shares of stock the undersigned is entitled to vote at the 1999 Annual Meeting
of Stockholders of LYCOS, INC. to be held December 21, 1999, at 10:00 am at
Summerfield Suites Hotel, 54 Fourth Avenue, Waltham, Massachusetts and at any
adjournment thereof, with all powers which the undersigned would possess if
personally present, upon such business as may properly come before the meeting,
as set forth on the reverse side, hereby revoking any proxy heretofore given.
This proxy is solicited on behalf of the Board of Directors. Shares will be
voted as specified. If no specification is made, the shares represented will be
voted FOR the election of the director as set forth in the Proxy Statement and
FOR proposals 2 through 5. The Board of Directors recommends a vote FOR the
following matters described in the Proxy Statement for the meeting.
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PLEASE DATE AND SIGN THIS PROXY IN THE SPACE PROVIDED AND RETURN IT IN THE
ENCLOSED ENVELOPE, WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON.
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Please sign exactly as your name(s) appear(s) hereon. When shares are held by
more than one person, all persons should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such.
If a corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized partner.
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HAS YOUR ADDRESS CHANGED? DO YOU HAVE COMMENTS?
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