Filed Pursuant to Rule 424(b(3) and (c)
Registration No. 333-63725
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED OCTOBER 1, 1998
1,395,536 SHARES
GO2NET, INC.
COMMON STOCK
This Prospectus Supplement relates to the public offering, which is not
being underwritten, of up to 1,395,536 shares of Common Stock, par value $0.01
per share (the "Shares"), of go2net, Inc. ("go2net" or the "Company"), which may
be offered from time to time by certain stockholders of the Company or by
donees, transferees, pledgees or other successors in interest that receive such
shares as a gift, partnership distribution or other non-sale related transfer
(the "Selling Stockholders"). The Company will receive no part of the proceeds
of such sales. The Shares may be offered by the Selling Stockholders from time
to time in one or more transactions as described under "Plan of Distribution"
contained in the Prospectus dated October 1, 1998 (the "Prospectus").
This Prospectus Supplement should be read in conjunction with the
Prospectus, which is to be delivered with the Prospectus Supplement. All
capitalized terms used but not defined in this Prospectus Supplement shall have
the meanings given them in the Prospectus.
The information in the table appearing under the heading "Selling
Stockholders" in the Prospectus is superseded in part by the information
appearing in the table below:
<TABLE>
Shares Which Shares Beneficially
Shares Beneficially May be Sold Owned After
Owned Prior to Offering Pursuant to Prospectus Offering(1)
Selling Stockholder Number Percent Number Percent
<S> <C> <C> <C> <C> <C>
Former Silicon Investor Stockholders
Barry Dryer 53,785 * 53,785 - -
Presbyterian Church USA
Foundation(2) 6,000 * 6,000 - -
</TABLE>
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(1) Assumes the sale of all Shares offered by each of the Selling
Stockholders. (2) Represents shares acquired by gift from Barry Dryer on or
about November 6, 1998.
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THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" ON PAGE 3
OF THE PROSPECTUS.
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The Securities and Exchange Commission (the "Commission") may take the view
that, under certain circumstances, the Selling Stockholders and any
broker-dealers or agents that participate with the Selling Stockholders in the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of the Securities Act. Commissions, discounts or concessions received by any
such broker-dealer or agent may be deemed to be underwriting commissions under
the Securities Act. The Company and the Selling Stockholders have agreed to
certain indemnification arrangements. See "Plan of Distribution" in the
Prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS SUPPLEMENT IS NOVEMBER 12, 1998
