<PAGE>
As filed with the Securities and Exchange Commission on January 26, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
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 (IRS Employer
jurisdiction of Identification Number)
incorporation or
organization) 400-2 Totten Pond Road,
Waltham, Massachusetts 02451
(781) 370-2700
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Robert J. Davis
Lycos, Inc.
400-2 Totten Pond Road
Waltham, Massachusetts 02451
(781) 370-2700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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With Copies to:
Mark H. Burnett, Esq. Stephen L. Burns, Esq.
Kenneth J. Gordon, Esq. Cravath, Swaine & Moore
Testa, Hurwitz & Thibeault, LLP Worldwide Plaza
125 High Street 825 Eighth Avenue
Boston, Massachusetts 02110 New York, New York 10019
(617) 248-7000 (212) 474-1000
Approximate date of commencement of proposed sale to the public: Immediately
after the effective date of this registration statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest investment plans, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-94051
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
<TABLE>
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<CAPTION>
Proposed Maximum
Proposed Maximum Aggregate
Title of Shares to Amount to be Offering Price Per Offering Amount of
be Registered Registered(1) Share(2) Price(2) Registration Fee(2)
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par
value 1,150,000 $77.375 $88,981,250 $23,492
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</TABLE>
(1) Includes up to 150,000 shares of Common Stock which the Underwriters have
the option to purchase from the Company to cover over-allotments, if any.
(2) Based upon the public offering price.
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<PAGE>
This Registration Statement is being filed with respect to the registration
of additional shares of the common stock, $.01 par value per share, of Lycos,
Inc., a Delaware corporation, for an offering pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The contents of the earlier effective
registration statement (Registration No. 333-94051) are incorporated in this
Registration Statement by reference.
The required opinions and consents are listed on an Exhibit Index attached
hereto and filed herewith or incorporated by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 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 this
25th day of January 2000.
LYCOS, INC.
/s/ Robert J. Davis
By: __________________________________
Robert J. Davis
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<C> <S> <C>
/s/ Robert J. Davis President, Chief January 25, 2000
_________________________________ Executive Officer and
Robert J. Davis Director (Principal
Executive Officer)
/s/ Edward M. Philip Chief Operating Officer January 25, 2000
_________________________________ and Chief Financial
Edward M. Philip Officer (Principal
Financial and
Accounting Officer)
/s/ John M. Connors, Jr.* Director January 25, 2000
_________________________________
John M. Connors, Jr.
/s/ Richard H. Sabot* Director January 25, 2000
_________________________________
Richard H. Sabot
/s/ Daniel J. Nova* Director January 25, 2000
_________________________________
Daniel J. Nova
/s/ Peter A. Lund* Director January 25, 2000
_________________________________
Peter A. Lund
</TABLE>
*By: /s/ Robert J. Davis
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Robert J. Davis
Attorney-in-Fact
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
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<C> <S>
1.1+ Form of Underwriting Agreement.
4.1# Specimen Certificate for shares of common stock.
5.1+ Opinion of Testa, Hurwitz & Thibeault, LLP.
23.1* Consent of KPMG LLP, independent accountants to Lycos, Inc.
23.2* Consent of KPMG LLP, independent accountants to Wired Ventures, Inc.
23.3+ Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1).
24.1+ Power of Attorney (included on signature page).
</TABLE>
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+ Incorporated by reference to our Registration Statement on Form S-3
(Registration No. 333-94051).
# Incorporated by reference to Exhibit 4.1 to the Registration Statement on
Form S-1 (Reg. No. 333-1354).
* Filed herewith.
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Lycos, Inc.:
We consent to the use of our reports included herein and incorporated by
reference in this registration statement on Form S-3 of Lycos, Inc. and to the
reference to our firm under the headings "Selected Consolidated Historical
Financial Data" and "Experts" in the prospectus, and the heading "Selected
Supplemental Consolidated Financial Data" in the Form 8-K/A filed January 4,
2000 which is incorporated by reference in this registration statement.
/s/ KPMG LLP
KPMG LLP
Boston, Massachusetts
January 26, 2000
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Lycos, Inc.:
We consent to the incorporation by reference in the registration statement
of Form S-3 of Lycos, Inc. of our report dated February 26, 1999, relating to
consolidated balance sheets of Wired Ventures, Inc. and subsidiaries as of
December 31, 1997 and 1998, and the related consolidated statements of
operations and comprehensive income (loss), minority interest and stockholders'
(deficit) equity and cash flows for each of the years in the three-year period
ended December 31, 1998, which report appears in the Form 8-K of Lycos, Inc.
dated July 15, 1999.
/s/ KPMG LLP
KPMG LLP
San Francisco, California
January 26, 2000
