<PAGE> 1
As filed with the Securities and Exchange Commission on August 16, 2000
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-8
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 02451
(Address of Principal Executive Offices) (Zip Code)
----------
MATCHMAKER.COM, INC.
1999 INCENTIVE STOCK PLAN
(Full title of the plans)
----------
ROBERT J. DAVIS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
C/O LYCOS, INC.
400-2 TOTTEN POND ROAD
WALTHAM, MA 02451
(Name and Address of Agent for Service of Process)
(781) 370-2700
(Telephone Number, Including Area Code, of Agent For Service)
----------
Copy to:
KENNETH J. GORDON, ESQ.
TESTA, HURWITZ & THIBEAULT, LLP
HIGH STREET TOWER
125 HIGH STREET
BOSTON, MASSACHUSETTS 02110
(617) 248-7000
================================================================================
<PAGE> 2
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Offering Aggregate
Title of Securities Amount to be Price Per Offering Amount of
to be Registered Registered Share(1) Price(1) Registration Fee(1)
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MATCHMAKER.COM, INC.
1999 INCENTIVE STOCK PLAN
Common Stock (par value $.01 per share) 29,601 5.98 $177,014 $47
----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Based on outstanding options to purchase 29,601 shares of Lycos Common
Stock as of August 16, 2000 under the Matchmaker.com, Inc. 1999 Incentive
Stock Plan. All of such shares are issuable upon the exercise of
outstanding options to purchase the number of shares at the exercise price
listed above. Pursuant to Rule 457(h)(1), the aggregate offering price and
the estimated registration fee have been computed upon the basis of the
price at which the options may be exercised.
-2-
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. PLAN INFORMATION.
The documents containing the information specified in this Item 1 will
be sent or given to employees as specified by Rule 428(b)(1). In accordance with
the rules and regulations of the Securities and Exchange Commission (the
"Commission") and the instructions to Form S-8, such documents are not being
filed with the Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424.
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The documents containing the information specified in this Item 2 will
be sent or given to employees as specified by Rule 428(b). In accordance with
the rules and regulations of the Commission and the instructions to Form S-8,
such documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
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. 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) of 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.
All documents subsequently filed with the Commission by Lycos pursuant to
Sections 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 herein 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.
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
-3-
<PAGE> 4
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 8. EXHIBITS.
Exhibit No. Description of Exhibit
----------- ----------------------
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP
23.1 Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1)
23.2 Consent of KPMG LLP
24.1 Power of Attorney (included as part of the signature page of 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. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end
of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective 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.
-4-
<PAGE> 5
(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.
(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 Securities Act of 1933
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.
-5-
<PAGE> 6
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-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 in the Commonwealth of Massachusetts, on this
16th day of August, 2000.
LYCOS, INC.
By: /s/ Robert J. Davis
------------------------------------------
Robert J. Davis
President and Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Lycos, Inc., hereby severally
constitute and appoint Robert J. Davis and Edward M. Philip, and each of them
singly, our true and lawful attorneys, with full power to them and each of them
singly, to sign for us in our names in the capacities indicated below, any
amendments to this Registration Statement on Form S-8 (including post-effective
amendments), and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, and
generally to do all things in our names and on our behalf in our capacities as
officers and directors to enable Lycos, Inc., to comply with the provisions of
the Securities Act of 1933, as amended, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
Registration Statement and all amendments thereto.
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 date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Robert J. Davis President and Chief Executive Officer
--------------------------------- (Principal Executive Officer) August 16, 2000
Robert J. Davis
/s/ Edward M. Philip Chief Operating Officer, Chief Financial
--------------------------------- Officer and Secretary (Principal Financial and
Edward M. Philip Accounting Officer) August 16, 2000
/s/ John M. Connors, Jr. Director August 16, 2000
---------------------------------
John M. Connors, Jr.
Director
---------------------------------
Daniel J. Nova
/s/ Robert H. Sabot Director August 16, 2000
---------------------------------
Robert H. Sabot
/s/ Peter Lund Director August 16, 2000
---------------------------------
Peter Lund
</TABLE>
<PAGE> 7
INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP
23.1 Consent of Testa, Hurwitz & Thibeault, LLP (included in
Exhibit 5.1)
23.2 Consent of KPMG LLP
24.1 Power of Attorney (included as part of the signature page to
this Registration Statement)
