UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
go2net, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
783 486 107
(CUSIP Number)
Check the following box if a fee is being paid with this statement |_|.
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent of or less of such class.) (See Rule 13-d-7).
*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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
and 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).
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CUSIP No. 383 486 107 SCHEDULE 13G Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Russell C. Horowitz
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
Number 5 SOLE VOTING POWER
of shares
benefic- 1,180,000
ially
owned
by each
reporting
person
with
6 SHARED VOTING POWER
516,150
7 SOLE DISPOSITIVE POWER
1,180,000
8 SHARED DISPOSITIVE POWER
516,150
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,696,150
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
37.7%
12 TYPE OF REPORTING PERSON
IN
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CUSIP No. 383 486 107 SCHEDULE 13G Page 3 of 6 Pages
Item 1(a) Name of Issuer:
go2net, Inc.
Item 1(b) Address of Issuer's principal executive offices:
999 Third Avenue
Suite 4700
Seattle, WA 98104
Item 2(a) Name of person filing:
Russell C. Horowitz
Item 2(b) Address of principal business office or, if none, residence:
c/o go2net, Inc.
999 Third Avenue
Suite 4700
Seattle, WA 98104
Item 2(c) Citizenship:
U.S.A.
Item 2(d) Title of class of securities:
Common Stock, $.01 par value
Item 2(e) CUSIP Number:
Item 3 If Statement filed pursuant to Rule 13d-1(b) or 13d-2(b),
check whether the person filing
is a:
(a) |_| Broker or Dealer
(b) |_| Bank
(c) |_| Insurance Company
(d) |_| Investment Company
(e) |_| Investment Advisor
(f) |_| Employee Benefit Plan, Pension Fund or
Endowment Fund
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CUSIP No. 383 486 107 SCHEDULE 13G Page 4 of 6 Pages
(g) |_| Parent Holding Company
(h) |_| Group
Item 4 Ownership:
(a) Amounts beneficially owned:
As of December 31, 1997, Mr. Horowitz directly owned
655,000 shares of the Issuer's common stock
individually, indirectly owned 450,000 shares of the
Issuer's Common Stock through a Company owned 100% by
the reporting person and may be deemed to own 516,150
shares of the Issuer's Common Stock directly owned by
Xanthus Capital, L.P. because of his status as a
director and executive officer of Xanthus Management,
L.L.C., the general partner of Xanthus Capital, L.P.
In addition, Mr. Horowitz owned at December 31, 1997
exercisable options to purchase 75,000 shares of the
Issuer's Common Stock.
(b) Percent of class:
Mr. Horowitz could be deemed to be the beneficial
owner, for purposes of Schedule 13G, of 1,696,150
shares of common stock, which would constitute 37.7%
of the Issuer's 4,503,092 outstanding shares of
common stock as of December 31, 1997.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
1,180,000
(ii) shared power to vote or to direct the vote:
516,150
(iii) sole power to dispose or to direct the
disposition of: 1,180,000
(iv) shared power to dispose or to direct the
disposition of: 516,150
Item 5 Ownership of 5% or Less of a Class:
Not applicable.
Item 6 Ownership of more than 5% on behalf of another person:
Not applicable.
Item 7 Identification and classification of the subsidiary which
acquired the security being
reported on by the Parent Holding Company:
Not applicable.
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CUSIP No. 383 486 107 SCHEDULE 13G Page 5 of 6 Pages
Item 8 Identification and classification of members of the Group:
Not applicable.
Item 9 Notice of Dissolution of Group:
Not applicable.
Item 10 Certification:
Not applicable.
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CUSIP No. 383 486 107 SCHEDULE 13G Page 6 of 6 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.
/s/Russell C. Horowitz
Dated: February 11, 1998 Russell C. Horowitz
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