UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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InfoSpace, Inc.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
45678T 102
(CUSIP Number)
William D. Savoy Lucas Schenck
Vulcan Ventures Incorporated Foster Pepper & Shefelman PLLC
110-110th Avenue N.E., Suite 550 1111 Third Avenue, Suite 3400
Bellevue, WA 98004 Seattle, WA 98101
(206) 453-1940 (206) 447-4400
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
October 10, 2000
(Date of Event which Requires Filing of This Statement)
---------------
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [_]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule including all exhibits. Seess.240.13d-7 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).
<PAGE>
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CUSIP NO. 45678T 102 13D Page 2 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vulcan Ventures Incorporated
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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*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Washington
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH -0- shares
REPORTING PERSON
WITH
------ --------------------------------------------
8 SHARED VOTING POWER
21,698,778 shares (1)
------ --------------------------------------------
9 SOLE DISPOSITIVE POWER
-0- shares
------ --------------------------------------------
10 SHARED DISPOSITIVE POWER
21,698,778 shares (1)
--------------------------- ------ --------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,698,778 shares (1)
--------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
--------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
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14 TYPE OF REPORTING PERSON*
CO
--------- ---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
--------------------
(1) Directly owned by Vulcan Ventures Incorporated. Paul G. Allen is the sole
shareholder of Vulcan Ventures Incorporated and may be deemed to have shared
voting and dispositive power with respect to such shares.
<PAGE>
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CUSIP NO. 45678T 102 13D Page 3 of 9 Pages
-------------------------------------------------------------------------------
--------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul G. Allen
--------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
--------- ---------------------------------------------------------------------
3 SEC USE ONLY
--------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
--------- ---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
--------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------- ---------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY
EACH -0- shares
REPORTING PERSON
WITH
------- ------------------------------------
8 SHARED VOTING POWER
21,698,778 shares (1)
------- ------------------------------------
9 SOLE DISPOSITIVE POWER
-0- shares
------- ------------------------------------
10 SHARED DISPOSITIVE POWER
21,698,778 shares (1)
---------------------------------- ------- ------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,698,778 shares (1)
--------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
--------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
--------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------- ---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
--------------------
(1) Directly owned by Vulcan Ventures Incorporated. Paul G. Allen is the sole
shareholder of Vulcan Ventures Incorporated and may be deemed to have shared
voting and dispositive power with respect to such shares.
<PAGE>
Item 1. Security and Issuer
This statement relates to the common stock, $0.0001 par value per share
(the "Common Stock"), of InfoSpace, Inc., a Delaware corporation (the "Issuer").
The Issuer's principal executive offices are located at 108th Avenue NE., Suite
1200, Bellevue, Washington 98004.
Item 2. Identity and Background
The persons filing this statement are Vulcan Ventures Incorporated ("Vulcan
Ventures") and Paul G. Allen. Vulcan Ventures is a Washington corporation whose
principal business is investing in various companies. Paul G. Allen is its sole
shareholder. The principal office of Vulcan Ventures is located at 110-110th
Avenue N.E., Suite 550, Bellevue, Washington 98004. All of Vulcan Ventures'
executive officers and directors are U.S. citizens. Their names, business
addresses and principal occupations are as follows:
Paul G. Allen, Vulcan Ventures Incorporated, 110-110th Avenue N.E., Suite
550, Bellevue, Washington 98004. Mr. Allen is Chairman, President and sole
shareholder of Vulcan Ventures and a Director and sole shareholder of Vulcan
Northwest Inc.
William D. Savoy, Vulcan Northwest Incorporated, 110-110th Avenue N.E.,
Suite 550, Bellevue, Washington 98004. Mr. Savoy is Vice President and a
Director of Vulcan Ventures and Chairman and President of Vulcan Northwest Inc.
Bert E. Kolde, Digeo Broadband, Inc., 12131 113th Avenue NE, Suite 203,
Kirkland, WA 98034. Mr. Kolde is a Senior Vice President of Digeo Broadband,
Inc., Vice President, Secretary, Treasurer and a Director of Vulcan Ventures and
a Vice President of Vulcan Northwest Inc.
Jo Allen Patton, Vulcan Northwest Inc., 110-110th Avenue N.E., Suite 550,
Bellevue, Washington 98004. Ms. Patton is Vice Chairman and a Vice President of
Vulcan Ventures and Vulcan Northwest Inc.
During the last five years, Mr. Allen and Vulcan Ventures have not,
nor, to the best knowledge of Vulcan Ventures, has any other person named in
this Item 2, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
he is or was 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.
Item 3: Source and Amount of Funds or Other Consideration
Pursuant to an Agreement and Plan of Reorganization (the "Merger
Agreement") dated July 26, 2000, by and among Go2Net, Inc., InfoSpace and Giants
Acquisition Corp., the wholly-owned subsidiary of InfoSpace ("Giants"), and
subject to the conditions set forth therein, Giants was merged with and into
Go2Net, Inc., (the "Merger"). Go2Net, Inc., became a wholly-owned subsidiary of
InfoSpace and shares of Go2Net, Inc., capital were exchanged for shares of
InfoSpace common stock in accordance with the Merger Agreement. After
consummation of the Merger on October 12, 2000, Giants ceased to be a
corporation and all of its business, assets, liabilities and obligations were
merged into Go2Net, Inc., with Go2Net, Inc., remaining as a surviving
corporation. Each outstanding share of common stock of Go2Net, Inc., was
exchanged into 1.82 shares of InfoSpace common stock.
Item 4. Purpose of Transaction
As described in Item 3 above, this Schedule 13D relates to the merger of
Giants, a wholly-owned subsidiary of InfoSpace, with and into Go2Net, Inc. in a
statutory merger pursuant to the Delaware general corporation law. Except as set
forth in this statement, Vulcan Ventures and Mr. Allen have no present plan or
proposal that relates to or would result in (i) the acquisition by any person of
additional securities of the Issuer, or the disposition of securities of the
Issuer; (ii) an extraordinary corporate transaction, such as a merger,
reorganization, liquidation, or
Page 4 of 9
<PAGE>
sale or transfer of a material amount of assets involving the Issuer or any of
its subsidiaries, (iii) any change in the Issuer's present Board of Directors or
management, (iv) any material change in the Issuer's present capitalization or
dividend policy or any other material change in the Issuer's business or
corporate structure, (v) any change in the Issuer's charter or by-laws or other
actions that may impede the acquisition of control of the Issuer by any person,
(vi) any change that would result in the Issuer's common stock becoming eligible
for termination of its registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended, or to cease to be authorized to be
quoted in NASDAQ, or (vii) any similar action.
Item 5. Interest in Securities of the Issuer
As a result of the Merger , Vulcan Ventures may be deemed to be the
beneficial owner of 21,698,778 shares of the issuer. Such shares represent
approximately 6.9% of the outstanding Common Stock of the Issuer. This
percentage amount is based upon 314,950,620 shares of Common Stock outstanding,
as reported by the Issuer on Form 10-Q (File No. 000-25131) filed on November
13, 2000.
As the sole shareholder of Vulcan Ventures, Mr. Allen shares voting and
dispositive power over the 21,698,778 shares of Common Stock owned by Vulcan
Ventures and may be deemed beneficially to own such shares, representing
approximately 6.9% of the outstanding shares of Common stock.
William D. Savoy, the Vice President and Director of Vulcan Ventures,
as listed in Item 2, holds options to purchase a total of 65,500 shares of
Common Stock of the Issuer granted on October 12, 2000, subject to certain
vesting requirements, as reported by Mr. Savoy on Form 4.
Except as set forth in this Item 5, to the best knowledge of Vulcan
Ventures and Mr. Allen, none of the parties named in Item 2 owns any of the
Issuer's common stock.
Except for the transactions set forth in this Item 5 and in Item 6
below, which item is incorporated herein by reference, Vulcan Ventures and Mr.
Allen have not, nor, to the knowledge of Vulcan Ventures has any of its
executive officers, directors or controlling persons, effected any transactions
in the Issuer's common stock during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Pursuant to the Merger Agreement, as long as Vulcan Ventures continues
to beneficially own at least eighty percent (80%) of the shares it owns on the
effective date of the Merger, Vulcan Ventures has the right to appoint one (1)
member of the Board of Directors of the Issuer. The description of the Merger
Agreement is qualified in its entirety by reference to such Agreement which is
filed Exhibit 99.1 hereto and incorporated by reference herein.
Page 5 of 9
<PAGE>
Except as set forth in this statement, Vulcan Ventures, and Mr. Allen
do not have, nor, to the knowledge of Vulcan Ventures does any of the executive
officers, directors or controlling persons of Vulcan Ventures have, any
contracts, arrangements, understandings, relationships (legal or otherwise) with
any person with respect to any securities of the Issuer, finder's fees, joint
ventures, loan or option agreements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
Item 7. Material To Be Filed as Exhibits
Exhibit Description
99.1 Agreement and Plan of Reorganization by and among InfoSpace, Inc., Giants
Acquisition Corp. and Go2Net, Inc., dated July 26, 2000 (incorporated by
reference to Exhibit A of the Issuer's Registration Statement filed on Form
S-4 (File No. 333--439994) dated on September 8, 2000.
99.2 Joint Filing Agreement.
Page 6 of 9
<PAGE>
SIGNATURES
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, 2001.
VULCAN VENTURES INCORPORATED
By: /s/ William D. Savoy
----------------------------------------------------
William D. Savoy, Vice President
*
----------------------------------------------------
Paul G. Allen
*By: /s/ William D. Savoy
------------------------------------------------
William D. Savoy as Attorney-in Fact for
Paul G. Allen pursuant to a Power of Attorney
filed on August 30, 1999, with the Schedule 13G
of Vulcan Ventures Incorporated and Paul G. Allen
for Pathogenesis, Inc. and incorporated herein by
reference.
<PAGE>
EXHIBIT INDEX
Exhibit Description
99.1 Agreement and Plan of Reorganization by and among InfoSpace, Inc., Giants
Acquisition Corp. and Go2Net, Inc., dated July 26, 2000 (incorporated by
reference to Exhibit A of the Issuer's Registration Statement filed on Form
S-4 (File No. 333--439994) dated on September 8, 2000.
99.2 Joint Filing Agreement.
Page 8 of 9 Pages
<PAGE>
EXHIBIT 99.2
Joint Filing Agreement
We, the signatories of the statement to which this Joint Filing
Agreement is attached, hereby agree that such statement is filed, and any
amendments thereto filed by either or both of us will be filed, on behalf of
each of us.
Dated January 11, 2001.
VULCAN VENTURES INCORPORATED
By: /s/ William D. Savoy
----------------------------------------------------
William D. Savoy, Vice President
*
----------------------------------------------------
Paul G. Allen
*By: /s/ William D. Savoy
------------------------------------------------
William D. Savoy as Attorney-in Fact for
Paul G. Allen pursuant to a Power of Attorney
filed on August 30, 1999, with the Schedule 13G
of Vulcan Ventures Incorporated and Paul G. Allen
for Pathogenesis, Inc. and incorporated herein by
reference.
