UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
GeoCities
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
37247V 10 6
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(CUSIP Number)
RONALD D. FISHER STEPHEN A. GRANT, ESQ.
SOFTBANK HOLDINGS INC. SULLIVAN & CROMWELL
10 LANGLEY ROAD, SUITE 403 125 BROAD STREET
NEWTON CENTER, MA 02159 NEW YORK, NY 10004
(617) 928-9300 (212) 558-4000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 31, 1998
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(Date of Event which Requires Filing of this Statement)
If a filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(continued on following pages)
(Page 1 of 22 Pages)
<PAGE>
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CUSIP NO. 37247V 10 6 13D PAGE 2 OF 21 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SOFTBANK America Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
7 SOLE VOTING POWER
SHARES 8,932,460*
------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
-0-
OWNED BY -----------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH 8,932,460*
-----------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER
-0-
PERSON WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,932,460*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.4%*
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14 TYPE OF REPORTING PERSON
HC, CO
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- ------------------------------
* SOFTBANK America Inc. disclaims beneficial ownership of the 1,876,374
shares directly or indirectly owned by SOFTBANK Technology Ventures IV
L.P., SOFTBANK Technology Advisors Fund L.P. and STV IV LLC.
<PAGE>
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CUSIP NO. 37247V 10 6 13D PAGE 3 OF 21 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SOFTBANK Holdings Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
7 SOLE VOTING POWER
SHARES 8,932,460*
------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
-0-
OWNED BY -----------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH 8,932,460*
-----------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER
-0-
PERSON WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,932,460*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.4%*
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14 TYPE OF REPORTING PERSON
HC, CO
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- ------------------------------
* SOFTBANK Holdings Inc. disclaims beneficial ownership of the 1,876,374
shares directly or indirectly owned by SOFTBANK Technology Ventures IV
L.P., SOFTBANK Technology Advisors Fund L.P. and STV IV LLC.
<PAGE>
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CUSIP NO. 37247V 10 6 13D PAGE 4 OF 21 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SOFTBANK Corp.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
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NUMBER OF
7 SOLE VOTING POWER
SHARES 8,932,460*
------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
-0-
OWNED BY -----------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH 8,932,460*
-----------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER
-0-
PERSON WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,932,460*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.4%*
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14 TYPE OF REPORTING PERSON
HC, CO
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- ------------------------------
* SOFTBANK Corp. disclaims beneficial ownership of the 1,876,374 shares
directly or indirectly owned by SOFTBANK Technology Ventures IV L.P.,
SOFTBANK Technology Advisors Fund L.P. and STV IV LLC.
<PAGE>
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CUSIP NO. 37247V 10 6 13D PAGE 5 OF 21 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Masayoshi Son
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
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NUMBER OF
7 SOLE VOTING POWER
SHARES 8,932,460*
------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
-0-
OWNED BY -----------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH 8,932,460*
-----------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER
-0-
PERSON WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,932,460*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.4%*
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14 TYPE OF REPORTING PERSON
IN
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- ------------------------------
* Masayoshi Son disclaims beneficial ownership of the 1,876,374 shares
directly or indirectly owned by SOFTBANK Technology Ventures IV L.P.,
SOFTBANK Technology Advisors Fund L.P. and STV IV LLC.
<PAGE>
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CUSIP NO. 37247V 10 6 13D PAGE 6 OF 21 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SOFTBANK Technology Ventures IV L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
7 SOLE VOTING POWER
SHARES 1,838,848
------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
-0-
OWNED BY -----------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH 1,838,848
-----------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER
-0-
PERSON WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,838,848
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
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14 TYPE OF REPORTING PERSON
PN
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<PAGE>
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CUSIP NO. 37247V 10 6 13D PAGE 7 OF 21 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
STV IV LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF
7 SOLE VOTING POWER
SHARES 1,876,374
------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
-0-
OWNED BY -----------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH 1,876,374
-----------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER
-0-
PERSON WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,876,374
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%*
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14 TYPE OF REPORTING PERSON
OO
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<PAGE>
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CUSIP NO. 37247V 10 6 13D PAGE 8 OF 21 PAGES
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SOFTBANK America Inc., a Delaware corporation ("SB America"), SOFTBANK
Holdings Inc., a Delaware corporation ("SBH"), SOFTBANK Corp., a Japanese
corporation ("Softbank"), Mr. Masayoshi Son, a Japanese citizen, SOFTBANK
Technology Ventures IV L.P., a Delaware limited partnership ("SOFTBANK
Technology") and STV IV LLC, a Delaware limited liability company ("STV") hereby
report on Schedule 13D with respect to shares of Common Stock, par value $0.001
per share (the "Common Stock"), of GeoCities, a corporation organized under the
laws of Delaware (the "Issuer"), beneficially owned by them. SB America, SBH,
Softbank, Mr. Son, SOFTBANK Technology and STV are collectively referred to
herein as "Reporting Persons".
Item 1. Security and Issuer.
-------------------
The class of equity securities to which this Statement on Schedule 13D
relates is the Common Stock. The principal executive offices of the Issuer are
located at GeoCities Headquarters, 4499 Glencoe Avenue, Marina del Rey,
California 90292.
Item 2. Identity and Background.
-----------------------
SB America, a Delaware corporation, is a wholly-owned
subsidiary of SBH, a Delaware corporation, which is a wholly-owned subsidiary of
Softbank, a Japanese corporation, which, as of December 31, 1998, was 43.3%
owned by Mr. Son, a Japanese citizen. SOFTBANK Technology, a Delaware limited
partnership, is an investment fund managed by STV. STV, a Delaware limited
liability company, is the general partner of SOFTBANK Technology and is
50%-owned by SB America. The business address of SOFTBANK Technology is 333 West
San Carlos Street, Suite 1225, San Jose, California 95110. Mr. Son's principal
occupation is president and chief executive officer of Softbank, and his
business address is c/o SOFTBANK Corp., 24-1 Nihonbashi-Hakozakicho, Chuo-Ku,
Tokyo 103-8501, Japan. Softbank's principal businesses include the provision of
information and distribution services and infrastructure for the digital
information industry, the distribution of computer software and network products
and the publication of Japanese computer technology magazines. The principal
business of SBH and SB America is to serve as holding companies for operations
and investments of Softbank.
None of the Reporting Persons, nor, to the best knowledge and belief of
the Reporting Persons, any of the persons listed on Annexes A-1, A-2, A-3 and
A-4 hereto, has during the last five years been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
<PAGE>
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CUSIP NO. 37247V 10 6 13D PAGE 9 OF 21 PAGES
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Annexes A-1, A-2, A-3 and A-4 hereto set forth the business address of
SB America, SBH, Softbank and STV, respectively, and with respect to each
executive officer and director of SB America, SBH, Softbank and STV,
respectively, the following information: (a) name, (b) residence or business
address, (c) present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which such
employment is conducted, and (d) citizenship.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Subsequent to a 2-for-1 stock split effected by the Issuer prior to its
initial public offering (the "Stock Split"), SBH owned 1,200,000 shares of
Series C Preferred Stock issued in a private placement by the Issuer at a price
of $7.4254 per share, 2,234,254 shares of Series D Preferred Stock issued in a
private placement by the Issuer at a price of $7.4254 per share, 885,776 shares
of Series E Preferred Stock issued in a private placement by the Issuer at a
price of $7.4254 per share, 179,222 shares of Series E Preferred Stock issued in
a private placement by the Issuer at a price of $3.50 per share and 2,552,556
shares of Series F Preferred Stock issued in a private placement by the Issuer
at a price of $7.4254 per share. Subsequent to the Stock Split, SOFTBANK
Technology owned 1,837,732 shares of Series D Preferred Stock issued in a
private placement by the Issuer at a price of 0.8850 per share, and SOFTBANK
Technology Advisors Fund L.P., a Delaware limited partnership ("STAF") owned
37,504 shares of Series D Preferred Stock issued in a private placement by the
Issuer at a price of 0.8850 per share. Upon the closing of the Issuer's initial
public offering on August 14, 1998 (the "Closing"), all of the above described
shares of Preferred Stock owned by SBH, SOFTBANK Technology and STAF,
respectively, converted to Common Stock on a one-for-one basis. On August 10,
1998, SBH, SOFTBANK Technology and STAF purchased 4,278, 1,116 and 22 shares of
Common Stock, respectively, from an individual at a price of $9.00 per share. On
December 31, 1998, pursuant to a subscription agreement of even date therewith,
between SBH and SB America (the "Subscription Agreement"), SBH contributed
7,056,086 shares of Common Stock to SB America. Except as described above, none
of the persons listed in the Annexes hereto contributed any funds or other
consideration towards the purchase of the Common Stock.
Item 4. Purpose of the Transaction.
--------------------------
SBH, Softbank, Mr. Son, SOFTBANK Technology and STV acquired the Common
Stock for the purpose of making an investment in the Issuer and have no present
intention of acquiring control of the Issuer's business. SBH contributed the
Common Stock to the capital of SB America as part of a reorganization of the
corporations controlled by Softbank.
Each Reporting Person expects to evaluate on an ongoing basis the
Issuer's financial condition, business operations and prospects, market price of
the Common
<PAGE>
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CUSIP NO. 37247V 10 6 13D PAGE 10 OF 21 PAGES
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Stock, conditions in securities markets generally, general economic and industry
conditions and other factors. Accordingly, each Reporting Person reserves the
right to change its plans and intentions at any time, as it deems appropriate.
In particular, each Reporting Person may, from time to time: acquire additional
Common Stock or securities convertible or exchangeable for Common Stock; dispose
of shares of Common Stock; and/or enter into privately negotiated derivative
transactions with institutional counterparties to hedge the market risk of some
or all of its positions in the Common Stock. Any such transactions may be
effected from time to time subject to any applicable limitations of the
Securities Act of 1933, as amended (the "Securities Act"), and the contractual
restrictions described in Item 6. To the knowledge of each Reporting Person,
each of the persons listed on Annexes A-1, A-2, A-3 and A-4 hereto may make the
same evaluation and reserves the same rights.
As of the date of the filing of this Statement, none of the Reporting
Persons, nor, to the best knowledge and belief of the Reporting Persons, any of
the persons listed on Annexes A-1, A-2, A-3 and A-4 hereto, has any other plan
or proposal which relates to or would result in any of the actions set forth in
parts (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) The percentage interest held by each Reporting Person presented
below is based on the number of shares of Common Stock reported to be
outstanding as of September 30, 1998 in the Issuer's Quarterly Report on Form
10-Q for the quarter ended September 30, 1998 (the "Outstanding Shares").
As of the date of the filing of this Statement, SOFTBANK Technology and
STAF beneficially own directly 1,838,848 and 37,526 shares of Common Stock,
respectively, representing approximately 5.8% and 0.1% of the Outstanding
Shares, respectively. STV may be deemed to beneficially own through SOFTBANK
Technology and STAF 1,876,374 shares of Common Stock representing approximately
6.0% of the Outstanding Shares. SB America, SBH, Softbank and Mr. Son each
disclaims beneficial ownership of the Common Stock beneficially owned by
SOFTBANK Technology, STAF and STV, respectively.
SB America beneficially owns directly and SBH, Softbank and Mr. Son may
be deemed to beneficially own through SB America 7,056,086 shares of Common
Stock representing approximately 22.4% of the Outstanding Shares. 100,000 of
such shares are subject to an option by Eric Hippeau, a director of the Issuer,
Softbank and Ziff-Davis Inc. (an affiliate of SB America) to purchase such
shares, and 50,000 of such shares are subject to an option by Ronald D. Fisher,
Vice Chairman of SBH and SB America, to purchase such shares.
<PAGE>
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CUSIP NO. 37247V 10 6 13D PAGE 11 OF 21 PAGES
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SB America, SBH, Softbank and Mr. Son may be deemed to beneficially own
in total 8,932,460 shares of Common Stock representing approximately 28.4% of
the Outstanding Shares, subject to the disclaimer included above in this Item 5.
Except as described in this Statement, none of the Reporting Persons,
nor, to the best knowledge and belief of the Reporting Persons, any of the
persons listed on Annexes A-1, A-2, A-3 and A-4 hereto, beneficially owns any
Common Stock or securities convertible into Common Stock.
(b) Each Reporting Person shares the power to vote or direct the vote
and dispose or direct the disposition of the Common Stock beneficially owned by
such Reporting Persons as indicated in pages 2 through 11 above.
(c) Except as described in this Statement, none of the Reporting
Persons, nor, to the best knowledge and belief of the Reporting Persons, any of
the persons listed on Annexes A-1, A-2, A-3 and A-4 hereto, has effected any
transaction in the Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
-------------------------------------------------------------
Pursuant to the terms of the Third Amended and Restated Rights
Agreement, dated December 31, 1997 and incorporated by reference as Exhibit 1 to
this Statement, among the Company and certain of its stockholders, including
SBH, SOFTBANK Technology and STAF, as amended (the "Registration Rights
Agreement"), SBH, SOFTBANK Technology and STAF are entitled to certain demand
registration rights with respect to the registration of their shares of Common
Stock under the Securities Act. They are also entitled to certain piggyback
registration rights in connection with any registration by the Issuer of its
securities for its own account or the account of other securityholders. In the
event that the Issuer proposes to register any shares of common stock under the
Securities Act, the holders of such piggyback registration rights are entitled
to receive notice of such registration and are entitled to include their shares
therein, subject to certain limitations. In addition, at any time after the
Issuer becomes eligible to file a registration statement on Form S-3, certain
holders of demand registration rights may require the Issuer to file
registration statements on Form S-3 under the Securities Act with respect to
their shares of GeoCities common stock, subject to certain limitations.
<PAGE>
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CUSIP NO. 37247V 10 6 13D PAGE 12 OF 21 PAGES
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In a Subscription Agreement, dated December 31, 1998, between SBH and
SB America set forth as Exhibit 2 to this Statement, SBH subscribed to 100
shares of Common Stock of SB America for a purchase price of $10 per share. As
an additional contribution to capital, SBH assigned and transferred to SB
America all of its right, title and interest in, inter alia, 7,056,086 shares of
Common Stock, free and clear of all liens, encumbrances, equities or claims.
Pursuant to Lock-up Agreements entered into by SBH, SOFTBANK Technology
and STAF, respectively, with certain underwriters, each dated May 28, 1998 and
set forth as Exhibits 3, 4 and 5 to this Statement, respectively, and a Lock-Up
Agreement entered into by Eric Hippeau with certain underwriters, dated June 30,
1998 and set forth as Exhibit 6 to this Statement, SBH, SOFTBANK Technology,
STAF and Mr. Hippeau have each agreed not to sell, offer to sell, contract to
sell, grant any option to purchase, make any short sale or otherwise dispose of
any shares of Common Stock of the Issuer, or any options or warrants to purchase
any shares of Common Stock of the Issuer, or any securities convertible into or
exchangeable for shares of Common Stock of the Issuer for a period of 180 days
after the date of the final prospectus covering the initial public offering of
the Common Stock, dated August 10, 1998, without the prior written consent of
Goldman, Sachs & Co., subject to certain exceptions (including the transfer of
Common Stock by a corporation to its wholly-owned subsidiary under certain
circumstances).
The Issuer entered into a Joint Venture Agreement dated as of November
6, 1997 and incorporated by reference as Exhibit 7 to this Statement (the "Joint
Venture Agreement") with Softbank to form GeoCities Japan, a joint venture in
Japan. Softbank owns 60% of GeoCities Japan. Under the terms of the Joint
Venture Agreement, the Issuer purchased a 40% interest in GeoCities Japan for 80
million Japanese Yen. Softbank and the Issuer further agreed not to engage in
any business activities in Japan, other than services or products in languages
other than Japanese, which compete with GeoCities Japan. In connection with the
Joint Venture Agreement, the Issuer entered into a Loan Agreement with Softbank,
dated November 6, 1997 and set forth as Exhibit 8 to this Statement, whereby
Softbank loaned the Issuer 80 million Japanese Yen for the purpose of purchasing
its 40% interest in GeoCities Japan. The loan bears interest of 5.5% each year
and shall be repaid upon GeoCities Japan's non-U.S. initial public offering or
private placement of at least 1.5 billion Japanese Yen. If neither event occurs
on or prior to March 31, 2000, then Softbank will forgive the loan on April 1,
2000. The License Agreement with GeoCities Japan, dated
<PAGE>
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CUSIP NO. 37247V 10 6 13D PAGE 13 OF 21 PAGES
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November 6, 1997 and incorporated by reference as Exhibit 9 to this Statement,
grants GeoCities Japan the exclusive right to use the Issuer's software, content
and trademarks to provide services in Japan for a period of twenty years. In
consideration of the license grant, GeoCities Japan will pay the Issuer a
royalty of three percent of its total revenues.
The summary descriptions contained in this Statement of certain
agreements and documents are qualified in their entirety by reference to the
complete text of such agreements and documents filed or incorporated by
reference as Exhibits hereto and incorporated herein by reference.
Except as described in this Statement, or in the exhibits hereto, none
of the Reporting Persons, nor, to the best knowledge and belief of the Reporting
Persons, any of the persons listed on Annexes A-1, A-2, A-3 and A-4 hereto, is a
party to any other material contract, arrangement, understanding or relationship
with respect to any securities of the Issuer.
Item 7. Material to be filed as Exhibits.
--------------------------------
1. Third Amended and Restated Rights Agreement, dated December 31, 1997,
among GeoCities and certain of its stockholders, as amended (incorporated
herein by reference to Exhibit 10.12 of Amendment No. 2 to GeoCities' Form
S-1 Registration Statement, dated July 21, 1998).
2. Subscription Agreement between SOFTBANK Holdings Inc. and SOFTBANK America
Inc., dated December 31, 1998.
3. Lock-up Agreement, dated May 28, 1998, executed by SOFTBANK Holdings Inc.
4. Lock-up Agreement, dated May 28, 1998, executed by SOFTBANK Technology
Ventures IV L.P.
5. Lock-up Agreement, dated May 28, 1998, executed by SOFTBANK Technology
Advisors Fund L.P.
6. Lock-up Agreement, dated June 30, 1998, executed by Eric Hippeau.
7. Joint Venture Agreement, dated as of November 6, 1997, between SOFTBANK
Corp. and GeoCities (incorporated herein by reference to Exhibit 10.11 of
<PAGE>
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CUSIP NO. 37247V 10 6 13D PAGE 14 OF 21 PAGES
- ------------------------------- -----------------------------
Amendment No. 3 to GeoCities' Form S-1 Registration Statement, dated
August 7, 1998).
8. Loan Agreement, dated November 6, 1997, between SOFTBANK Corp. and
GeoCities.
9. Licensing Agreement, dated November 6, 1997, between GeoCities and
GeoCities Japan Corporation (incorporated by reference to Exhibit 10.20 of
Amendment No. 2 to GeoCities' Form S-1 Registration Statement, dated July
21, 1998).
10. Agreement of Joint Filing, dated as of January 11, 1999, among SOFTBANK
Corporation, Masayoshi Son, SOFTBANK America Inc., SOFTBANK Holdings Inc.,
SOFTBANK Technology Ventures IV L.P. and STV IV LLC.
11. Power of Attorney (incorporated by reference to Exhibit 24 of the
Statement on Schedule 13G filed by SOFTBANK Corp., Masayoshi Son and
SOFTBANK Ventures, Inc. on February 18, 1998 with respect to Concentric
Network Corporation).
12. Power of Attorney
<PAGE>
- ------------------------------- -----------------------------
CUSIP NO. 37247V 10 6 13D PAGE 15 OF 21 PAGES
- ------------------------------- -----------------------------
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 11, 1999
SOFTBANK AMERICA INC.
By: /s/ Stephen A. Grant
----------------------------------
Stephen A. Grant,
Attorney-in-fact
SOFTBANK HOLDINGS INC.
By: /s/ Stephen A. Grant
----------------------------------
Stephen A. Grant,
Secretary
SOFTBANK CORP.
By:/s/ Stephen A. Grant
----------------------------------
Stephen A. Grant,
Attorney-in-fact
MASAYOSHI SON
By:/s/ Stephen A. Grant
----------------------------------
Stephen A. Grant,
Attorney-in-fact
<PAGE>
- ------------------------------- -----------------------------
CUSIP NO. 37247V 10 6 13D PAGE 16 OF 21 PAGES
- ------------------------------- -----------------------------
SOFTBANK TECHNOLOGY VENTURES IV L.P.
By: STV IV LLC
Its General Partner
By:/s/ Stephen A. Grant
------------------------------
Stephen A. Grant,
Attorney-in-fact
STV IV LLC
By: /s/ Stephen A. Grant
----------------------------------
Stephen A. Grant,
Attorney-in-fact
<PAGE>
- ------------------------------- -----------------------------
CUSIP NO. 37247V 10 6 13D PAGE 17 OF 21 PAGES
- ------------------------------- -----------------------------
ANNEX A-1
The name, position and present principal occupation of each director and
executive officer of SOFTBANK America Inc. are set forth below.
The business address for SOFTBANK America Inc. and the executive officers and
directors listed below is SOFTBANK America Inc., 300 Delaware Avenue, Suite 900,
Wilmington, DE 19801.
All executive officers and directors listed below are United States citizens,
except Mr. Son, Hitoshi Hasegawa and Yoshitaka Kitao, who are citizens of Japan.
Name Position Present Principal Occupation
- -------------------- ---------------------- ----------------------------
Masayoshi Son Chairman and Director President and Chief Executive
Officer of SOFTBANK Corp.
Yoshitaka Kitao Director Executive Vice President and
Chief Financial Officer of
SOFTBANK Corp.
Ronald Fisher Vice Chairman and Vice Chairman of SOFTBANK
Director Holdings Inc.
Steven Murray Treasurer Controller of SOFTBANK
Holdings Inc.
Hitoshi Hasegawa Secretary General Counsel of
SOFTBANK Corp.
<PAGE>
- ------------------------------- -----------------------------
CUSIP NO. 37247V 10 6 13D PAGE 18 OF 21 PAGES
- ------------------------------- -----------------------------
ANNEX A-2
The name, position and present principal occupation of each director and
executive officer of SOFTBANK Holdings Inc. are set forth below.
The business address for SOFTBANK Holdings Inc. and the executive officers and
directors listed below is SOFTBANK Holdings Inc., 10 Langley Road, Suite 403,
Newton Center, MA 02159.
All executive officers and directors listed below are United States citizens,
except Mr. Son and Yoshitaka Kitao, who are citizens of Japan.
Name Position Present Principal Occupation
- -------------------- ---------------------- ----------------------------
Masayoshi Son Chairman and Director President and Chief Executive
Officer of SOFTBANK Corp.
Yoshitaka Kitao Director Executive Vice President and
Chief Financial Officer of
SOFTBANK Corp.
Ronald Fisher Vice Chairman and Vice Chairman of SOFTBANK
Director Holdings Inc.
Gary Rieschel Senior Vice President Executive Managing Director,
STV IV LLC
Stephen A. Grant Secretary Partner, Sullivan & Cromwell
Thomas L. Wright Vice President and Treasurer of Ziff-Davis Inc.
Treasurer
Louis DeMarco Vice President - Tax Vice President - Tax
Charles R. Lax Vice President Managing Director,
STV IV LLC
<PAGE>
- ------------------------------- -----------------------------
CUSIP NO. 37247V 10 6 13D PAGE 19 OF 21 PAGES
- ------------------------------- -----------------------------
ANNEX A-3
The name, position and present principal occupation of each director and
executive officer of SOFTBANK Corp. are set forth below.
The business address of SOFTBANK Corp. and the executive officers and
directors listed below is SOFTBANK Corp., 24-1 Nihonbashi-Hakozakicho, Chuo-Ku,
Tokyo 103-8501, Japan.
All executive officers and directors listed below are Japanese citizens, except
Ronald Fisher and Eric Hippeau, who are citizens of the United States.
Name Position Present Principal Occupation
- -------------------- ---------------------- ----------------------------
Masayoshi Son President, President and Chief Executive
Chief Executive Officer Officer of SOFTBANK Corp.
and Director
Yoshitaka Kitao Executive Vice Executive Vice President and
President, Chief Chief Financial Officer of
Financial Officer and SOFTBANK Corp.
Director
Ken Miyauchi Executive Vice Executive Vice President,
President, Software & Network Products
Software & Network Division of SOFTBANK Corp.
Products Division and
Director
Makoto Okazaki Executive Vice Executive Vice President,
President, Publishing Division of
Publishing Division and SOFTBANK Corp.
Director
Norikazu Ishikawa Executive Vice Executive Vice President,
President, Human Resources & General
Human Resources & Affairs Division of
General Affairs Division SOFTBANK Corp.
and Director
Takashi Eguchi Director President, Chief Executive
Officer of PASONA
SOFTBANK Inc.
<PAGE>
- ------------------------------- -----------------------------
CUSIP NO. 37247V 10 6 13D PAGE 20 OF 21 PAGES
- ------------------------------- -----------------------------
Name Position Present Principal Occupation
- -------------------- ---------------------- ----------------------------
Masahiro Inoue Director President, Chief Executive
Officer of Yahoo Japan
Corporation
Ronald Fisher Director Vice Chairman of SOFTBANK
Holdings Inc.
Eric Hippeau Director Chairman and Chief Executive
Officer, Ziff-Davis Inc.
Mitsuo Sano Full-Time Corporate Full-Time Corporate Auditor
Auditor of SOFTBANK Corp.
Katsura Sato Corporate Auditor Corporate Auditor of
SOFTBANK Corp.
Saburo Kobayashi Corporate Auditor Full-Time Corporate Auditor
of Heiwa Corporation
Hidekazu Kubokawa Corporate Auditor Certified Public Accountant,
Licensed Tax Accountant
<PAGE>
- ------------------------------- -----------------------------
CUSIP NO. 37247V 10 6 13D PAGE 21 OF 21 PAGES
- ------------------------------- -----------------------------
ANNEX A-4
The name, position and present principal occupation of each executive officer of
STV IV LLC are set forth below.
The business address of STV IV LLC and the executive officers listed below is
333 West San Carlos Street, Suite 1225, San Jose, California 95110. Each of the
individuals listed below is a United States citizen.
Name Position Present Principal Occupation
- -------------------- ---------------------- ----------------------------
Bradley A. Feld Managing Director Managing Director,
STV IV LLC
Charles R. Lax Managing Director Managing Director,
STV IV LLC
Gary Rieschel Executive Managing Executive Managing Director,
Director STV IV LLC
E. Scott Russell Managing Director Managing Director,
STV IV LLC
Administrative Managing Vice Chairman,
Ronald D. Fisher Director SOFTBANK Holdings Inc.
<PAGE>
EXHIBIT INDEX
EDGAR
Exhibit Exhibit
No. Description No.
- ------- ----------- -------
2. Subscription Agreement between SOFTBANK Holdings EX-99.1
Inc. and SOFTBANK America Inc., dated December 31,
1998.
3. Lock-up Agreement, dated May 28, 1998, executed by EX-99.2
SOFTBANK Holdings Inc.
4. Lock-up Agreement, dated May 28, 1998, executed by EX-99.3
SOFTBANK Technology Ventures IV L.P.
5. Lock-up Agreement, dated May 28, 1998, executed by EX-99.4
SOFTBANK Technology Advisors Fund L.P.
6. Lock-up Agreement, dated June 30, 1998, executed by EX-99.5
Eric Hippeau.
8. Loan Agreement, dated November 6, 1997, between EX-99.6
SOFTBANK Corp. and GeoCities.
10. Agreement of Joint Filing, dated as of January 11, EX-99.7
1999, among SOFTBANK Corporation, Masayoshi Son,
SOFTBANK America Inc., SOFTBANK Holdings Inc.,
SOFTBANK Technology Ventures IV L.P. and STV IV
LLC.
12. Power of Attorney EX-99.8
Exhibit 2
----------
This exhibit contains the Subscription Agreement and excerpts from
Annex A thereto, pursuant to which SOFTBANK Holdings Inc. transferred the
securities of GeoCities, as described in Items 3 and 6 of Schedule 13D.
<PAGE>
10 Langley Road, Suite 403
[SOFTBANK LOGO] SOFTBANK HOLDINGS INC. Newton Center, MA 02159-1972
Tel (617) 928-9300
Fax (617) 928-9301
December 31, 1998
SOFTBANK America Inc.
300 Delaware Avenue, Suite 900
Wilmington, DE 19801
Dear Sirs:
We hereby subscribe to 100 shares of Common Stock, par value $1.00 per
share, of SOFTBANK America Inc. for a purchase price of $10 per share.
As an additional contribution to capital, we hereby assign and transfer
to SOFTBANK America Inc. all our right, title and interest in the securities
listed in Annex A hereto, free and clear of all liens, encumbrances, equities or
claims.
Please confirm your acceptance of the foregoing subscription and
capital contribution by signing and returning the enclosed copy of this letter.
SOFTBANK HOLDINGS INC.
By: /s/ Thomas Wright
------------------------
Thomas Wright, Treasurer
SOFTBANK AMERICA INC.
By: /s/ Ronald D. Fisher
-------------------------------
Ronald D. Fisher, Vice Chairman
<PAGE>
<TABLE>
<CAPTION>
ASSETS TRANSFERRED TO SB AMERICA
Company Amount Securities Cost (per S&C) NBV @ 11/98
------- ------ ---------- -------------- -----------
<S> <C> <C> <C>
Ziff-Davis 71,619,355 Common
[Information deleted]
E*Trade Group, Inc 15,647,922 Common
GeoCities, Inc. 7,056,086 Common
[Information deleted] [Information deleted]
MessageMedia Inc. 10,575,775 Common
[Information deleted]
Yahoo! Inc. 29,632,564 Common
[Information deleted]
Cybercash, Inc. 976,540 Common
[Information deleted]
</TABLE>
EXHIBIT 3
May 28, 1998
Goldman, Sachs & Co.
Donaldson, Lufkin & Jenrette
Hambrecht & Quist
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
LOCK-UP AGREEMENT
-----------------
Ladies and Gentlemen:
The undersigned understands that you, as representatives (the
"Representatives"), propose to enter into an Underwriting Agreement on behalf of
the several Underwriters named on Schedule 1 to such agreement (collectively,
the "Underwriters"), with GeoCities, Inc. (the "Company") providing for an
initial public offering of the Common Stock of the Company (the "Shares")
pursuant to a Registration Statement on Form S-1 filed with the Securities and
Exchange Commission (the "SEC").
In consideration of the agreement by the Underwriters to offer and sell
the shares, and of other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the undersigned agrees, for a
period of 180 days following the date of the final prospectus covering the
public offering of the Shares, that the undersigned will not sell, offer to
sell, contract to sell, grant any option to purchase, make any short sale or
otherwise dispose of any shares of Common Stock of the Company, or any options
or warrants to purchase any shares of Common Stock of the Company, or any
securities convertible into or exchangeable for shares of Common Stock of the
Company, whether now owned or hereinafter acquired, owned directly by the
undersigned or with respect to which the undersigned has beneficial ownership
within the rules and regulations of the SEC (collectively the "Undersigned's
Shares").
The foregoing restriction is expressly agreed to preclude the
undersigned from engaging in any hedging or other transaction which is designed
to or reasonably expected to lead to or result in a sale or disposition of the
Undersigned's Shares even if the Undersigned's Shares would be disposed of by
someone other than the undersigned. Such prohibited hedging or other
transactions would include without limitation any short sale or any purchase,
sale or grant of any right (including without limitation any put or call option)
with respect to any of the Undersigned's Shares or with respect to any security
that includes, relates to or derives any significant part of its value from the
Undersigned's Shares.
Notwithstanding the foregoing, the undersigned may transfer the
Undersigned's Shares (i) as a bona fide gift or gifts, provided that the donee
or donees thereof agree in writing to be bound by the restrictions set forth
herein, (ii) pursuant to a transfer to any trust for the
<PAGE>
direct or indirect benefit of the undersigned or the immediate family of the
undersigned, provided that the trustee of the trust agrees in writing to be
bound by the restrictions set forth herein, and provided further that any such
transfer shall not involve a disposition for value, or (iii) with the prior
written consent of Goldman, Sachs & Co. on behalf of the Underwriters. For
purpose of this Lock-Up Agreement, "immediate family" shall mean any
relationship by blood, marriage or adoption, not more remote than first cousin.
In addition, notwithstanding the foregoing, if the undersigned is a corporation,
the corporation may transfer the capital stock of the Company to any
wholly-owned subsidiary of such corporation; and, if the undersigned is a
partnership, the partnership may transfer any shares of capital stock of the
Company to a partner of such partnership or a retired partner of such
partnership who retires after the date hereof, or to the estate of any such
partner or retired partner, and any such partner who is an individual may
transfer shares of capital stock, by will or intestate succession; provided,
however, that in any such case, it shall be a condition to the transfer that the
transferee execute an agreement stating that the transferee is receiving and
holding such capital stock subject to the provisions of this Lock-Up Agreement
and there shall be no further transfer of such capital stock except in
accordance with this Lock-Up Agreement, and provided further that any such
transfer shall not involve a disposition for value. The undersigned now has,
and, except as contemplated by clause (i), (ii) or (iii) above, for the duration
of this Lock-Up Agreement will have, good and marketable title to the
Undersigned's Shares, free and clear of all liens, encumbrances and claims
whatsoever. The undersigned also agrees and consents to the entry of stop
transfer instructions with the Company's transfer agent and registrar against
the transfer of the Undersigned's Shares except in compliance with the foregoing
restrictions.
The undersigned understands that the Company and the Underwriters are
relying upon this Lock-Up Agreement in proceeding toward consummation of the
offering. The undersigned further understands that this Lock-Up Agreement is
irrevocable and shall be binding upon the undersigned's heirs, legal
representatives, successors and assigns.
-------------------------------
Name of Shareholder
/s/ Ronald Fisher
-------------------------------
Signature
Vice Chairman
-------------------------------
Title
EXHIBIT 4
May 28, 1998
Goldman, Sachs & Co.
Donaldson, Lufkin & Jenrette
Hambrecht & Quist
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
LOCK-UP AGREEMENT
-----------------
Ladies and Gentlemen:
The undersigned understands that you, as representatives (the
"Representatives"), propose to enter into an Underwriting Agreement on behalf of
the several Underwriters named on Schedule 1 to such agreement (collectively,
the "Underwriters"), with GeoCities, Inc. (the "Company") providing for an
initial public offering of the Common Stock of the Company (the "Shares")
pursuant to a Registration Statement on Form S-1 filed with the Securities and
Exchange Commission (the "SEC").
In consideration of the agreement by the Underwriters to offer and sell
the shares, and of other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the undersigned agrees, for a
period of 180 days following the date of the final prospectus covering the
public offering of the Shares, that the undersigned will not sell, offer to
sell, contract to sell, grant any option to purchase, make any short sale or
otherwise dispose of any shares of Common Stock of the Company, or any options
or warrants to purchase any shares of Common Stock of the Company, or any
securities convertible into or exchangeable for shares of Common Stock of the
Company, whether now owned or hereinafter acquired, owned directly by the
undersigned or with respect to which the undersigned has beneficial ownership
within the rules and regulations of the SEC (collectively the "Undersigned's
Shares").
The foregoing restriction is expressly agreed to preclude the
undersigned from engaging in any hedging or other transaction which is designed
to or reasonably expected to lead to or result in a sale or disposition of the
Undersigned's Shares even if the Undersigned's Shares would be disposed of by
someone other than the undersigned. Such prohibited hedging or other
transactions would include without limitation any short sale or any purchase,
sale or grant of any right (including without limitation any put or call option)
with respect to any of the Undersigned's Shares or with respect to any security
that includes, relates to or derives any significant part of its value from the
Undersigned's Shares.
Notwithstanding the foregoing, the undersigned may transfer the
Undersigned's Shares (i) as a bona fide gift or gifts, provided that the donee
or donees thereof agree in writing to be bound by the restrictions set forth
herein, (ii) pursuant to a transfer to any trust for the
<PAGE>
direct or indirect benefit of the undersigned or the immediate family of the
undersigned, provided that the trustee of the trust agrees in writing to be
bound by the restrictions set forth herein, and provided further that any such
transfer shall not involve a disposition for value, or (iii) with the prior
written consent of Goldman, Sachs & Co. on behalf of the Underwriters. For
purpose of this Lock-Up Agreement, "immediate family" shall mean any
relationship by blood, marriage or adoption, not more remote than first cousin.
In addition, notwithstanding the foregoing, if the undersigned is a corporation,
the corporation may transfer the capital stock of the Company to any
wholly-owned subsidiary of such corporation; and, if the undersigned is a
partnership, the partnership may transfer any shares of capital stock of the
Company to a partner of such partnership or a retired partner of such
partnership who retires after the date hereof, or to the estate of any such
partner or retired partner, and any such partner who is an individual may
transfer shares of capital stock, by will or intestate succession; provided,
however, that in any such case, it shall be a condition to the transfer that the
transferee execute an agreement stating that the transferee is receiving and
holding such capital stock subject to the provisions of this Lock-Up Agreement
and there shall be no further transfer of such capital stock except in
accordance with this Lock-Up Agreement, and provided further that any such
transfer shall not involve a disposition for value. The undersigned now has,
and, except as contemplated by clause (i), (ii) or (iii) above, for the duration
of this Lock-Up Agreement will have, good and marketable title to the
Undersigned's Shares, free and clear of all liens, encumbrances and claims
whatsoever. The undersigned also agrees and consents to the entry of stop
transfer instructions with the Company's transfer agent and registrar against
the transfer of the Undersigned's Shares except in compliance with the foregoing
restrictions.
The undersigned understands that the Company and the Underwriters are
relying upon this Lock-Up Agreement in proceeding toward consummation of the
offering. The undersigned further understands that this Lock-Up Agreement is
irrevocable and shall be binding upon the undersigned's heirs, legal
representatives, successors and assigns.
SOFTBANK Technology Ventures IV L.P.
------------------------------------
Name of Shareholder
/s/ Charles R. Lax
------------------------------------
Signature
General Partner
------------------------------------
Title
EXHIBIT 5
May 28, 1998
Goldman, Sachs & Co.
Donaldson, Lufkin & Jenrette
Hambrecht & Quist
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
LOCK-UP AGREEMENT
-----------------
Ladies and Gentlemen:
The undersigned understands that you, as representatives (the
"Representatives"), propose to enter into an Underwriting Agreement on behalf of
the several Underwriters named on Schedule 1 to such agreement (collectively,
the "Underwriters"), with GeoCities, Inc. (the "Company") providing for an
initial public offering of the Common Stock of the Company (the "Shares")
pursuant to a Registration Statement on Form S-1 filed with the Securities and
Exchange Commission (the "SEC").
In consideration of the agreement by the Underwriters to offer and sell
the shares, and of other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the undersigned agrees, for a
period of 180 days following the date of the final prospectus covering the
public offering of the Shares, that the undersigned will not sell, offer to
sell, contract to sell, grant any option to purchase, make any short sale or
otherwise dispose of any shares of Common Stock of the Company, or any options
or warrants to purchase any shares of Common Stock of the Company, or any
securities convertible into or exchangeable for shares of Common Stock of the
Company, whether now owned or hereinafter acquired, owned directly by the
undersigned or with respect to which the undersigned has beneficial ownership
within the rules and regulations of the SEC (collectively the "Undersigned's
Shares").
The foregoing restriction is expressly agreed to preclude the
undersigned from engaging in any hedging or other transaction which is designed
to or reasonably expected to lead to or result in a sale or disposition of the
Undersigned's Shares even if the Undersigned's Shares would be disposed of by
someone other than the undersigned. Such prohibited hedging or other
transactions would include without limitation any short sale or any purchase,
sale or grant of any right (including without limitation any put or call option)
with respect to any of the Undersigned's Shares or with respect to any security
that includes, relates to or derives any significant part of its value from the
Undersigned's Shares.
Notwithstanding the foregoing, the undersigned may transfer the
Undersigned's Shares (i) as a bona fide gift or gifts, provided that the donee
or donees thereof agree in writing to be bound by the restrictions set forth
herein, (ii) pursuant to a transfer to any trust for the
<PAGE>
direct or indirect benefit of the undersigned or the immediate family of the
undersigned, provided that the trustee of the trust agrees in writing to be
bound by the restrictions set forth herein, and provided further that any such
transfer shall not involve a disposition for value, or (iii) with the prior
written consent of Goldman, Sachs & Co. on behalf of the Underwriters. For
purpose of this Lock-Up Agreement, "immediate family" shall mean any
relationship by blood, marriage or adoption, not more remote than first cousin.
In addition, notwithstanding the foregoing, if the undersigned is a corporation,
the corporation may transfer the capital stock of the Company to any
wholly-owned subsidiary of such corporation; and, if the undersigned is a
partnership, the partnership may transfer any shares of capital stock of the
Company to a partner of such partnership or a retired partner of such
partnership who retires after the date hereof, or to the estate of any such
partner or retired partner, and any such partner who is an individual may
transfer shares of capital stock, by will or intestate succession; provided,
however, that in any such case, it shall be a condition to the transfer that the
transferee execute an agreement stating that the transferee is receiving and
holding such capital stock subject to the provisions of this Lock-Up Agreement
and there shall be no further transfer of such capital stock except in
accordance with this Lock-Up Agreement, and provided further that any such
transfer shall not involve a disposition for value. The undersigned now has,
and, except as contemplated by clause (i), (ii) or (iii) above, for the duration
of this Lock-Up Agreement will have, good and marketable title to the
Undersigned's Shares, free and clear of all liens, encumbrances and claims
whatsoever. The undersigned also agrees and consents to the entry of stop
transfer instructions with the Company's transfer agent and registrar against
the transfer of the Undersigned's Shares except in compliance with the foregoing
restrictions.
The undersigned understands that the Company and the Underwriters are
relying upon this Lock-Up Agreement in proceeding toward consummation of the
offering. The undersigned further understands that this Lock-Up Agreement is
irrevocable and shall be binding upon the undersigned's heirs, legal
representatives, successors and assigns.
SOFTBANK Technology Advisors Fund L.P.
--------------------------------------
Name of Shareholder
/s/ Charles R. Lax
--------------------------------------
Signature
General Partner
--------------------------------------
Title
EXHIBIT 6
June 30, 1998
Goldman, Sachs & Co.
Donaldson, Lufkin & Jenrette
Hambrecht & Quist
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
LOCK-UP AGREEMENT
-----------------
Ladies and Gentlemen:
The undersigned understands that you, as representatives (the
"Representatives"), propose to enter into an Underwriting Agreement on behalf of
the several Underwriters named on Schedule 1 to such agreement (collectively,
the "Underwriters"), with GeoCities, Inc. (the "Company") providing for an
initial public offering of the Common Stock of the Company (the "Shares")
pursuant to a Registration Statement on Form S-1 filed with the Securities and
Exchange Commission (the "SEC").
In consideration of the agreement by the Underwriters to offer and sell
the shares, and of other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the undersigned agrees, for a
period of 180 days following the date of the final prospectus covering the
public offering of the Shares, that the undersigned will not sell, offer to
sell, contract to sell, grant any option to purchase, make any short sale or
otherwise dispose of any shares of Common Stock of the Company, or any options
or warrants to purchase any shares of Common Stock of the Company, or any
securities convertible into or exchangeable for shares of Common Stock of the
Company, whether now owned or hereinafter acquired, owned directly by the
undersigned or with respect to which the undersigned has beneficial ownership
within the rules and regulations of the SEC (collectively the "Undersigned's
Shares").
The foregoing restriction is expressly agreed to preclude the
undersigned from engaging in any hedging or other transaction which is designed
to or reasonably expected to lead to or result in a sale or disposition of the
Undersigned's Shares even if the Undersigned's Shares would be disposed of by
someone other than the undersigned. Such prohibited hedging or other
transactions would include without limitation any short sale or any purchase,
sale or grant of any right (including without limitation any put or call option)
with respect to any of the Undersigned's Shares or with respect to any security
that includes, relates to or derives any significant part of its value from the
Undersigned's Shares.
Notwithstanding the foregoing, the undersigned may transfer the
Undersigned's Shares (i) as a bona fide gift or gifts, provided that the donee
or donees thereof agree in writing to be bound by the restrictions set forth
herein, (ii) pursuant to a transfer to any trust for th direct or indirect
benefit of the undersigned or the immediate family of the undersigned, provided
that the trustee of the trust agrees in writing to be bound by the restrictions
set forth herein, and provided further that any such transfer shall not involve
a disposition for value, or
<PAGE>
(iii) with the prior written consent of Goldman, Sachs & Co. on behalf of the
Underwriters. For purpose of this Lock-Up Agreement, "immediate family" shall
mean any relationship by blood, marriage or adoption, not more remote than first
cousin. In addition, notwithstanding the foregoing, if the undersigned is a
corporation, the corporation may transfer the capital stock of the Company to
any wholly-owned subsidiary of such corporation; and, if the undersigned is a
partnership, the partnership may transfer any shares of capital stock of the
Company to a partner of such partnership or a retired partner of such
partnership who retires after the date hereof, or to the estate of any such
partner or retired partner, and any such partner who is an individual may
transfer shares of capital stock, by will or intestate succession; provided,
however, that in any such case, it shall be a condition to the transfer that the
transferee execute an agreement stating that the transferee is receiving and
holding such capital stock subject to the provisions of this Lock-Up Agreement
and there shall be no further transfer of such capital stock except in
accordance with this Lock-Up Agreement, and provided further that any such
transfer shall not involve a disposition for value. The undersigned now has,
and, except as contemplated by clause (i), (ii) or (iii) above, for the duration
of this Lock-Up Agreement will have, good and marketable title to the
Undersigned's Shares, free and clear of all liens, encumbrances and claims
whatsoever. The undersigned also agrees and consents to the entry of stop
transfer instructions with the Company's transfer agent and registrar against
the transfer of the Undersigned's Shares except in compliance with the foregoing
restrictions.
The undersigned understands that the Company and the Underwriters are
relying upon this Lock-Up Agreement in proceeding toward consummation of the
offering. The undersigned further understands that this Lock-Up Agreement is
irrevocable and shall be binding upon the undersigned's heirs, legal
representatives, successors and assigns.
Eric Hippeau
--------------------------------------
Name of Shareholder
/s/ Eric Hippeau
--------------------------------------
Signature
--------------------------------------
Title
EXHIBIT 8
LOAN AGREEMENT
This Loan Agreement is made and entered into 6th day of November, 1997, by and
between GeoCities, a California corporation having its principal offices at 1918
Main Street, 3rd Floor, Santa Monica, CA 90405-1030 ("GeoCities"), and SOFTBANK
Corporation, a Japanese corporation having its principal offices at 24-1,
Nihonbashi-Hakozakicho, Chuo-ku, Tokyo 103, Japan ("SOFTBANK").
SOFTBANK established a Japanese corporation named GeoCities Japan Corporation as
its completely owned subsidiary on June 16, 1997 ("GeoCities Japan");
GeoCities and SOFTBANK entered into the joint venture agreement dated November
6, 1997 (the "JV Agreement"), under which GeoCities agrees to pay SOFTBANK
eighty million Japanese Yen (Y80,000,000.-) for the purchase of forty percent
(40%) of the total outstanding shares of GeoCities Japan from SOFTBANK (the
"Obligation"); and
GeoCities intends to borrow eighty million Japanese Yen (Y80,000,000.-) in cash
from SOFTBANK in order to perform the Obligation and SOFTBANK is willing to lend
such amount of money in cash to GeoCities pursuant to the terms and conditions
hereunder;
The parties hereby agree as follows:
1. Loan.
Subject to the terms and conditions hereunder, SOFTBANK hereby offers to make an
advance to GeoCities in an amount equal to eighty million Japanese Yen
(Y80,000,000.-) (the "Loan"). SOFTBANK shall remit the Loan in the currency of
Japanese Yen upon the first business day following the date of execution of this
Agreement, by wire transfer to the bank account designated by GeoCities for such
purpose. GeoCities agrees that the purpose of the Loan shall be solely to secure
GeoCities' performance of the Obligation and that no part of the Loan shall be
used for any purpose other than the performance of the Obligation.
2. Repayment of Loan.
The Loan shall be repaid by GeoCities upon occurrence of a Significant Financing
Event. Significant Financing Event shall mean a non-US IPO or private placement
that raises at least one billion five hundred million Japanese Yen
(Y1,500,000,000.-) for GeoCities Japan. In the event that GeoCities Japan does
not have a Significant Financing Event on or prior to March 31, 2000, SOFTBANK
will forgive, on April 1, 2000, the repayment of the Loan. Any repayment of the
Loan under this Agreement shall be made in Japanese Yen at the exchange rate in
effect on the day of the repayment by wire transfer to the bank account
designated by SOFTBANK for such purpose.
3. Interest.
The Loan shall, unless otherwise agreed in writing between the parties hereto,
bear interest at the rate of five and five tenth percent (5.5%) per year from
the date upon which the Loan is made up to and including the date of the actual
repayment. Such interest shall be payable only upon repayment of the Loan and
not if the Loan is forgiven in accordance with this Agreement.
4. Representations and Covenants.
<PAGE>
GeoCities shall represent and covenant for the benefit of SOFTBANK as follows:
(a) No event shall have occurred which constitutes, or which, with the giving
of notice or the lapse of time, or both, would constitute, an Event of
Default, as defined below, under this Agreement;
(b) All documents delivered to SOFTBANK prior to the date of remittance of the
Loan shall continue to be in full force and effect; and
(c) Any part of the Loan shall not be used in any way for any purpose other
than GeoCities performance of the Obligation in accordance with the
conditions under the JV Agreement.
5. Conditions to Loan.
SOFTBANK's obligation to make available the Loan is subject to the fulfillment
of the following conditions:
(a) Any and all of the representations of GeoCities contained in this Agreement
shall have been true and correct in all material respects on or prior to
the date of remittance of the Loan; and
(b) The JV Agreement shall be effective between GeoCities and SOFTBANK on the
making of the Loan.
6. Event of Default.
Each of the following events (whatever reason for such event, whether voluntary
or involuntary or whether effected by operation of law or pursuant to the order
of any government agency or otherwise) shall constitute an "Event of Default"
under this Agreement:
(a) GeoCities breaches any of the material conditions of (i) the Joint Venture
Agreement, (ii) this Loan Agreement or (iii) the Licensing Agreement
between GeoCities and GeoCities Japan under which GeoCities grants
GeoCities Japan, among other things, the exclusive rights to use, copy and
distribute the Japanese version of the services that GeoCities distributes
through its Internet homepage located in the USA, and GeoCities fails to
cure such breach within sixty (60) days of receiving notice of the breach,
or longer, if the breach cannot be reasonably cured within sixty (60) days
and GeoCities is making diligent efforts to cure it; (b) GeoCities makes an
assignment for the benefit of any of its creditors, files any petition
under the bankruptcy or insolvency laws of any jurisdiction, has a receiver
or trustee to be appointed for its business or property, or is adjudicated
to be bankrupt or insolvent; or (c) All or substantial part of the shares
to be purchased by GeoCities under the JV Agreement has been sold or
assigned from GeoCities to any third party without the prior written
consent of SOFTBANK.
7. Consequence of Default.
If any Event of Default shall occur, SOFTBANK may by notice to GeoCities declare
the Loan to be immediately due and payable together with any interest accruing
in accordance with Section 3 above and the Loan and such interest amount shall
thereupon become due and payable without presentment, demand, protest or notice
of any kind, other than the notice specifically required by this Section 7, all
of which are expressly waived by GeoCities.
8. Notice.
Any and all notices, requests, demands and other communications required or
otherwise
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<PAGE>
contemplated to be made under this Agreement shall be in writing and in English
and shall be deemed to have been duly given (a) if delivered personally, when
received, (b) if transmitted by facsimile, upon receipt of a confirmation of
receipt, (c) if sent by registered airmail, return receipt requested, postage
prepaid, on the sixth business day following the date of deposit in the mail or
(d) if by international courier service, on the second business day following
the date of deposit with such courier service, or such earlier delivery date as
may be confirmed to the sender by such courier service. All such notices,
requests, demands and other communications shall be addressed as follows:
(i) If to SOFTBANK:
SOFTBANK Corporation
24-1, Nihonbashi-Hakozakicho
Chuo-ku, Tokyo 103, Japan
Attention: Mr. Masayoshi Son
President and Chief Executive Officer
Telephone: (813) 5642-8020
(813) 5641-3400
(ii) If to GeoCities:
GeoCities
1918 Main Street Third Floor
Santa Monica, CA 90405-1030
USA
Attention: David Bohnett, President and Chief Executive Officer
Telephone: 310-664-6500, Ext. 201
Facsimile: 310-664-6521
With a copy to:
GeoCities
1918 Main Street Third Floor
Santa Monica, CA 90405-1030
USA
Attention: Ed Pierce, General Counsel
Telephone: 310-664-6500, Ex. 251
Facsimile: 310-664-6520
Or in each case to such other address or facsimile number as the party
may have furnished to the other party in writing.
9. General Provisions.
(1) No waiver of either party, whether expressed or implied, of any
provision of this Agreement, or of any breach or default, shall
constitute a continuing waiver of such breach or default of such
provision or any other future breach under this Agreement.
-3-
<PAGE>
(2) Neither party shall assign any of its rights or obligations under this
Agreement without the other party's prior written consent.
(3) This Agreement shall constitute the entire agreement between the
parties hereto relating to the subject matter hereof, and supercedes
any and all prior negotiation, representations, warranties,
undertakings or agreements, written or oral, between the parties.
(4) This Agreement may be amended, modified or changed only by a written
instrument duly executed by the authorized representatives of both
parties.
(5) If any provision or any portion thereof shall be held to be void or
unenforceable in any jurisdiction, the remaining provisions of this
Agreement shall continue in full force and effect.
(6) This Agreement is executed and signed in English, and only such
English version shall be deemed and constitute the original copy of
this Agreement.
(7) This Agreement shall be governed by and construed in accordance with
the laws of Japan.
(8) All disputes between the parties hereto arising directly or indirectly
out of this Agreement shall be settled by the parties amicably through
good faith discussions upon the written request or either party. In
the event that any such dispute cannot be resolved thereby within a
period of thirty (30) days after such notice has been given, such
dispute shall be finally settled by arbitration by three arbitrators.
If GeoCities commences such arbitration, it shall be held in Japan,
using the English language, and in accordance with the rules then in
effect of the Japan Commercial Arbitration Association. If SOFTBANK
commences such arbitration, it shall be held in the U.S.A., using the
English language, and in accordance with the rules then in effect of
the American Arbitration Association.
(9) In the event any litigation is brought by either party in connection
with this Agreement, the prevailing party in such litigation shall be
entitled to recover from the other party all the costs, attorney's
fees and other expenses incurred by such prevailing party in the
litigation.
(10) Headings of the Sections used in this Agreement are inserted for
convenience of reference only and shall in no way affect the
interpretation hereof.
(11) This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same
agreement.
In witness whereof, the parties have caused this Agreement to be duly executed
as of the day and year first written above.
GEOCITIES SOFTBANK CORPORATION
By: /s/ David Bohnett By: /s/ Masayoshi Son
--------------------------- -------------------------------
Name: David Bohnett Name: Masayoshi Son
------------------------ ----------------------------
Title: President & CEO Title: President
------------------------ ----------------------------
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EXHIBIT 10
AGREEMENT OF JOINT FILING
In accordance with Rule 13d-1(k) under the Securities and Exchange Act
of 1934, as amended, the undersigned hereby agree to the joint filing on behalf
of each of them of a Statement on Schedule 13D, and any amendments thereto, with
respect to the Common Stock, par value $0.001 per share, of GeoCities and that
this agreement be included as an Exhibit to such filing.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which together shall be
deemed to constitute one and the same agreement.
IN WITNESS WHEREOF, each of the undersigned hereby executes this
Agreement as of January 11, 1999.
SOFTBANK CORPORATION
By: /s/ Stephen A. Grant
-----------------------------
Name: Stephen A. Grant
Title: Attorney-in-Fact
MASAYOSHI SON
By: /s/ Stephen A. Grant
------------------------------
Name: Stephen A. Grant
Title: Attorney-in-Fact
SOFTBANK AMERICA INC.
By: /s/ Stephen A. Grant
-----------------------------
Name: Stephen A. Grant
Title: Attorney-in-Fact
SOFTBANK HOLDINGS INC.
By: /s/ Stephen A. Grant
-----------------------------
Name: Stephen A. Grant
Title: Secretary
SOFTBANK TECHNOLOGY VENTURES IV L.P.
By: /s/ Stephen A. Grant
-----------------------------
Name: Stephen A. Grant
Title: Attorney-in-Fact
STV IV LLC
By: /s/ Stephen A. Grant
-----------------------------
Name: Stephen A. Grant
Title: Attorney-in-Fact
EXHIBIT 12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that SOFTBANK Technology Ventures IV
L.P., SOFTBANK Technology Ventures IV LLC, and SOFTBANK Technology Advisors Fund
L.P. (each a "Grantor") each have made, constituted and appointed, and by these
presents does make, constitute and appoint, each of Ronald D. Fisher and Stephen
A. Grant (each an "Attorney"), the true and lawful agent and attorney-in-fact,
with full power of substitution and resubstitution, of the Grantor, for and in
Grantor's name, place and stead, in any and all capacities, to do all or any of
the following acts, matters and things in connection with the contribution of
the securities of the issuers enumerated on Annex A hereto to SOFTBANK America
Inc. by SOFTBANK Holdings Inc.:
1. To sign on behalf of the Grantor statements on Schedule 13D or
13G, or amendments thereto pursuant to Section 13(d) under the
Securities Exchange Act of 1934.
2. To do all such other acts and things as, in such Attorney's
discretion, he deems appropriate or desirable for the purpose of
filing such statements on Schedule 13D or 13G, or amendments
thereto.
3. To appoint in writing one or more substitutes who shall have the
power to act on behalf of the Grantor as if that substitute or
those substitutes shall have been originally appointed Attorney(s)
by this Power of Attorney and/or to revoke any such appointment at
any time without assigning any reason therefor.
The Grantor hereby ratifies and confirms all that said agents and
attorneys-in-fact or any substitute or substitutes may lawfully do or cause to
be done by virtue hereof.
The words Grantor and Attorney shall include all grantors and attorneys
under this Power of Attorney.
IN WITNESS WHEREOF, the Grantor duly assents to this Power of Attorney
by his signature as of the 11th day of January 1999.
SOFTBANK TECHNOLOGY VENTURES IV L.P.
By: STV IV LLC
Its General Partner
By: /s/ Gary Rieschel
-----------------------------------
Name: Gary Rieschel
Title: Executive Managing Member
SOFTBANK AMERICA
By: /s/ Stephen A. Grant
----------------------------------------
Name: Stephen A. Grant
Title: Attorney-in-Fact
STV IV LLC
By: /s/ Gary Rieschel
----------------------------------------
Name: Gary Rieschel
Title: Executive Managing Member
<PAGE>
Annex A to Power of Attorney
Issuers
GeoCities Inc.
Message Media Inc.
