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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 23, 1998
GO2NET, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-22047 91-1710182
(State or other jurisdiction of (Commission File (IRS Employer
incorporation or organization) Number) Identification Number)
999 Third Avenue, Suite 4700
Seattle, WA 98104
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code (206) 447-1595
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Item 2. Acquisition or Disposition of Assets.
On June 23, 1998, go2net, Inc., a Delaware corporation (the "Company"),
completed the closing of the merger ("Merger") of Silicon Acquisition Corp., a
Delaware corporation and a wholly-owned subsidiary of the Company ("SAC"), with
and into Silicon Investor, Inc., a Delaware corporation ("SI"), pursuant to an
Agreement and Plan of Merger (the "Agreement"), dated as of April 22, 1998, by
and among the Company, SAC, SI, Brad Dryer and Jeff Dryer. As a result of the
Merger, SI became a wholly-owned subsidiary of the Company. The Merger will be
accounted for as a pooling of interests and is intended to qualify as a tax-free
reorganization.
In the Merger, all outstanding shares of Common Stock of SI and options
to purchase Common Stock of SI were converted into an aggregate of 1,250,000
shares and options to purchase Common Stock, par value $.01 per share, of the
Company. All outstanding options to purchase Common Stock of SI have been
assumed by the Company and converted into options to purchase Common Stock of
the Company. Under the terms of the Agreement, the Company has agreed to file,
within approximately 75 days of the closing date of the Merger, a Registration
Statement on Form S-3 with respect to the resale of the shares of the Company's
Common Stock issued in the Merger.
Under the terms of the Agreement and related Escrow Agreement, dated
June 23, 1998, an aggregate of 92,849 shares of Common Stock of the Company and
options to purchase an additional 896 shares of Common Stock of the Company will
be held in escrow for the purpose of indemnifying the Company against certain
liabilities of SI and its stockholders. The escrow will expire on the earlier to
occur of (i) the date the Company has received a signed opinion from its
independent auditors certifying the Company's financial statements for the
fiscal year ending September 30, 1998, and (ii) December 31, 1998.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
Pursuant to the instructions to Item 7 of Form 8-K,
the financial information required by Item 7(a) will
be filed by Amendment within 60 days of the date of
this filing.
(b) Pro Forma Financial Information.
Pursuant to the instructions to Item 7 of Form 8-K,
the financial information required by Item 7(b) will
be filed by Amendment within 60 days of the date of
this filing.
(c) Exhibits
2.1 Agreement and Plan of Merger dated as of
April 22, 1998 by and among go2net, Inc.,
Silicon Acquisition Corp., Silicon Investor,
Inc., Brad Dryer and Jeff Dryer (previously
filed as Exhibit 2.1 to the Company's
Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GO2NET, INC.
Date: July 6, 1998 By: /s/ Russell C. Horowitz
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Russell C. Horowitz
President and Chief Executive Officer
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