<PAGE>
As filed with the Securities and Exchange Commission on April 13, 2000
Registration No. 333-_____
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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)
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VALENT SOFTWARE CORPORATION
1998 STOCK OPTION/STOCK ISSUANCE PLAN
(Full title of the plans)
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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)
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Copy to:
KENNETH D. GORDON, ESQ.
TESTA, HURWITZ & THIBEAULT, LLP
HIGH STREET TOWER
125 HIGH STREET
BOSTON, MASSACHUSETTS 02110
(617) 248-7000
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CALCULATION OF REGISTRATION FEE
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<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)
- -------------------------------------------------------------------------------------------------------------------
VALENT SOFTWARE CORPORATION
1998 STOCK OPTION/STOCK ISSUANCE PLAN
Common Stock (par value $.01 per share)
- -------------------------------------------------------------------------------------------------------------------
Options Granted
<S> <C> <C> <C> <C>
4,749 $ 0.79 $ 3,752 $ 1
2,143 $ 0.95 $ 2,036 $ 1
1,899 $ 1.58 $ 3,001 $ 1
14,244 $ 3.16 $ 45,012 $12
10,763 $ 3.95 $ 42,514 $12
6,331 $23.69 $149,982 $40
TOTAL: 40,129 $246,297 $66(1)
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</TABLE>
(1) Based on options to purchase 40,129 shares of Lycos Common Stock
outstanding as of April 12, 2000 under the Valent Software Corporation 1998
Stock Option/Stock Issuance Plan. All of such shares are issuable upon the
exercise of outstanding options to purchase the number of shares at the
exercise prices 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.
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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, directors or others 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.
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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. 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) 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 the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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.
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<PAGE>
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.
Item 8. Exhibits.
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<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
- --------------- ---------------------------------------------------------------------------------------
<C> <S>
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)
</TABLE>
Item 9. Undertakings.
-------------
(a) The undersigned Registrant hereby undertakes 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% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(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;
The undersigned Registrant hereby undertakes (x) 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; and (y) 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.
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<PAGE>
(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 15(d) of the Exchange
Act of 1934 that is incorporated by reference herein 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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<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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Durham in the State of North Carolina, on this 13th
day of April, 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 April 13, 2000
- --------------------------------- (Principal Executive Officer)
Robert J. Davis
/s/ Edward M. Philip Chief Operating Officer, Chief Financial Officer April 13, 2000
- --------------------------------- and Secretary
Edward M. Philip (Principal Financial and Accounting Officer)
/s/ John M. Connors, Jr. Director April 13, 2000
- ---------------------------------
John M. Connors, Jr.
/s/ David J. Nova Director April 13, 2000
- ---------------------------------
David J. Nova
/s/ Richard H. Sabot Director April 13, 2000
- ---------------------------------
Robert H. Sabot
/s/ Peter Lund Director April 13, 2000
- ---------------------------------
Peter Lund
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
- --------------- ----------------------------------------------------------------------------------------
<C> <S>
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)
</TABLE>
<PAGE>
EXHIBIT 5.1
April 13, 2000
Lycos, Inc.
400-2 Totten Pond Road
Waltham, MA 02451
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
This opinion relates to an aggregate of 40,129 shares of common stock, par
value $.01 per share (the "Common Stock"), of Lycos, Inc. (the "Company"), which
are the subject matter of a Registration Statement on Form S-8 filed with the
Securities and Exchange Commission (the "Commission") on April 13, 2000 (the
"Registration Statement"). All of the shares of Common Stock are issuable
pursuant to the Valent Software Corporation 1998 Stock Option/Stock Issuance
Plan (the "Plan").
Based upon such investigation as we have deemed necessary, we are of the
opinion that the 40,129 shares of Common Stock issuable pursuant to the Plan
have been duly and validly issued and, when issued and delivered in accordance
with the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm therein.
Very truly yours,
/s/ TESTA, HURWITZ & THIBEAULT, LLP
TESTA, HURWITZ & THIBEAULT, LLP
<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
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KPMG LLP
Boston, Massachusetts
April 13, 2000
