Registration
Number 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
GO2NET, INC.
(Exact name of issuer as specified in its charter)
Delaware 91-1710182
(State of Incorporation) (IRS Employer Identification Number)
999 Third Avenue, Suite 4700, Seattle, Washington 98104
(Address of Principal Executive Offices)
(206) 447-1595
(Registrant's telephone number, including area code)
GO2NET, INC. 1996 STOCK OPTION PLAN
WEB21 STOCK OPTION PLAN
(Full title of the Plan)
Thomas M. Camp, Esquire
Hutchins, Wheeler & Dittmar
A Professional Corporation
101 Federal Street
Boston, Massachusetts 02110
(617) 951-6600
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
<S> <C> <C> <C> <C> <C> <C>
Go2Net, Inc.
1996 Stock
Option Plan 5,087,355 shares(1) $ 11.64(2) $ 59,216,812(2) $ 16,462(2)
Common Stock, 2,912,645 shares $129.13(3) $376,109,849(3) $104,558(3)
$.01 par value
per share
Web21 Stock
Option Plan 49,015 shares(4) $ 21.45(5) $ 1,051,372(5) $ 292(5)
TOTAL 8,049,015 shares $436,378,033 $121,312
</TABLE>
(1) Registrant is registering an aggregate of 8,000,000 shares under its 1996
Stock Option Plan pursuant to this Registration Statement. This aggregate
number represents an increase in the shares reserved for issuance under
Registrant's 1996 Stock Option Plan, which increase was approved by
Registrant's shareholders at a meeting held on March 22, 1999. Of the
8,000,000 shares covered by this increase, as of March 31, 1999, 5,087,355
shares were subject to outstanding options.
<PAGE>
(2) Computed in accordance with Rule 457(h) under the Securities Act solely
for the purpose of calculating the registration fee. All such shares
are issuable upon the exercise of outstanding options with fixed exercise
prices. The computation with respect to such outstanding
options is based on the weighted average per share exercise price of the
options, the shares issuable under which are registered hereby.
(3) Computed in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the registration fee. The
computation with respect to unissued options is based upon the average high
and low sale prices of the Common Stock as reported on the Nasdaq National
Market on April 5, 1999.
(4) Reflects the number of shares of Go2Net Common Stock issuable upon
exercise of options granted by Web21 and assumed by Go2Net pursuant to the
Agreement and Plan of Merger dated as of December 31, 1998,
among Go2Net, WTO Acquisition Corp., Web21 and certain stockholders of
Web21. The number of shares issuable upon exercise of such former Web21
options was determined by multiplying the number of such options
outstanding on the closing date by 0.06524, the applicable exchange
factor.
(5) Computed in accordance with Rule 457(h) under the Securities Act solely for
the purpose of calculating the registration fee. All such shares are
issuable upon the exercise of outstanding options with fixed exercise
prices. The computation with respect to such outstanding options is based
on the weighted average per share exercise price of the options, the shares
issuable under which are registered hereby.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Company hereby incorporates by reference the documents listed in
(a) through (c) below. In addition, all documents subsequently filed by the
Company pursuant to Section 13, 14 and 15(d) of the Securities Exchange Act of
1934 (prior to filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold) shall be deemed to be incorporated by reference in this
Registration Statement and to be a part thereof from the date of filing of such
documents.
(a) The Company's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 or the latest prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933, which contains either
directly or by incorporation by reference, audited financial statements for the
Company's latest fiscal year for which such statements have been filed.
(b) All of the reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual report or the prospectus referred to in (a) above.
(c) The description of the Company's Common Stock which is contained in
the Registration Statement filed by the Company under the Securities Exchange
Act of 1934, including any amendment or report filed for the purpose of updating
such description.
Item 4. Description of Securities
Inapplicable.
Item 5. Interests of Named Experts and Counsel
The validity of the authorization and issuance of the Common Stock
offered hereby will be passed upon for the Company by Hutchins, Wheeler &
Dittmar, A Professional Corporation, Boston, Massachusetts.
Item 6. Indemnification of Directors and Officers
As permitted by Section 145 of the Delaware General Corporation Law,
Go2Net's Amended and Restated Certificate of Incorporation, as amended, includes
a provision that eliminates the personal liability of its directors for monetary
damages for breach or alleged breach of their duty of care. In addition, the
Delaware General Corporation Law and Go2Net's Amended and Restated By-laws
provide for indemnification of Go2Net's directors and officers for liabilities
and expenses that they may incur in such capacities. In general, directors and
officers are indemnified with respect to actions taken in good faith in a manner
reasonably believed to be in, or not opposed to, the best interests of Go2Net,
and with respect to any criminal action or proceeding, actions that the
indemnitee has no reasonable choice to believe were unlawful.
Go2Net has purchased insurance with respect to, among other things, the
liabilities that may arise under the provisions referred to above. The directors
and officers of the Company also are insured against certain liabilities,
including certain liabilities arising under the Securities Act of 1933, as
amended, which might be incurred by them in such capacities and against which
they are not indemnified by Go2Net.
Item 7. Exemption from Registration Claimed
Not applicable.
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<PAGE>
Item 8. Exhibits
Number Description
4.1 GO2NET, INC. 1996 STOCK OPTION PLAN.
4.2 WEB21 STOCK OPTION PLAN.
5.1 Opinion of Hutchins, Wheeler & Dittmar, A
Professional Corporation, as to legality of shares
being registered and consent of Hutchins, Wheeler &
Dittmar, A Professional Corporation.
23.1 Consents of Ernst & Young LLP-Independent Auditors.
23.2 Consent of HWD (included in Exhibit 5.1)
24.1 Powers of Attorney (See page S-1).
Item 9. Undertakings
The undersigned Registrant hereby undertakes the following:
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes, that, insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Seattle, Washington, on April 12, 1999.
GO2NET, INC.
By /s/ Russell C. Horowitz
Russell C. Horowitz
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below
constitutes and appoints Russell C. Horowitz his true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
in his name, place and stead, in any and all capacities to sign any and all
amendments or post-effective amendments to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agents, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
Signature Title Date
/s/ Russell C. Horowitz Director, Chief Executive April 12, 1999
- -----------------------------------------
Russell C. Horowitz Officer and Chief Financial
Officer (principal executive
officer and accounting officer)
/s/ John Keister Director April 12, 1999
- -----------------------------------------------
John Keister
/s/ Dennis Cline Director April 12, 1999
- ----------------------------------------------
Dennis Cline
Director April __, 1999
- ------------------------------------------
Martin L. Schoffstall
/s/ Oren Etzioni Director April 12, 1999
Oren Etzioni
/s/ Michael J. Riccio, Jr. Director April 12, 1999
- -------------------------------------------
Michael J. Riccio, Jr.
</TABLE>
S-1
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
to
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
GO2NET, INC.
(Exact name of registrant as specified in its charter)
EXHIBIT 4.1
Go2Net, Inc.
1996 STOCK OPTION PLAN
1. Purpose of the Plan.
This stock option plan (the "Plan") is intended to provide incentives:
(a) to the officers and other employees of Go2Net, Inc. (the "Company") and any
present or future subsidiaries of the Company by providing them with
opportunities to purchase stock in the Company pursuant to options granted
hereunder which qualify as "incentive stock options" under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code") ("ISO" or "ISOs"); and
(b) to officers, employees, directors and consultants of the Company and any
present or future subsidiaries by providing them with opportunities to purchase
stock in the Company pursuant to options granted hereunder which do not qualify
as ISOs ("Non-Qualified Option" or "Non-Qualified Options"). As used herein, the
terms "parent" and "subsidiary" mean "parent corporation" and "subsidiary
corporation," respectively, as those terms are defined in Section 424 of the
Code and the Treasury Regulations promulgated thereunder (the "Regulations").
2. Stock Subject to the Plan.
(a) The total number of shares of the authorized but unissued shares of
the common stock, $.01 par value, of the Company ("Common Stock") for which
options may be granted under the Plan shall not exceed 8,000,000 shares, subject
to adjustment as provided in Section 11 hereof.
(b) If an option granted hereunder shall expire or terminate for any
reason without having been exercised in full, the unpurchased shares subject
thereto shall again be available for subsequent option grants under the Plan.
(c) Stock issuable upon exercise of an option granted under the Plan
may be subject to such restrictions on transfer, repurchase rights or other
restrictions as shall be determined by the Committee (as defined in Section 3
below).
3. Administration of the Plan.
(a) The Plan shall be administered by a committee (the "Committee")
consisting of two or more members of the Company's Board of Directors, each of
whom is a disinterested person as defined from time to time in Rule 16b-3
promulgated under the Securities Exchange Act of 1934. The Board of Directors
may from time to time appoint a member or members of the Committee in
substitution for or in addition to the member or members then in office and may
fill vacancies on the Committee however caused. The Committee shall choose one
of its members as Chairman and shall hold meetings at such times and places as
it shall deem advisable. A majority of the members of the Committee shall
constitute a quorum and any action may be taken by a majority of those present
and voting at any meeting. Any action may also be taken without the necessity of
a meeting by a written instrument signed by a majority of the Committee. The
decision of the Committee as to all questions of interpretation and application
of the Plan shall be final, binding and conclusive on all persons. The Committee
shall have the authority to adopt, amend and rescind such rules and regulations
as, in its opinion, may be advisable in the administration of the Plan. The
Committee may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any option agreement granted hereunder in the
manner and to the extent it shall deem expedient to carry the Plan into effect
and shall be the sole and final judge of such expediency. No Committee member
shall be liable for any action or determination made in good faith. Prior to the
date of registration of an equity security of the Company under Section 12 of
the Exchange Act, the Plan may be administered by the Board of Directors and in
such event all references in this Plan to the Committee shall be deemed to mean
the Board of Directors.
<PAGE>
(b) Subject to the terms of the Plan, the Committee shall have the
authority to (i) determine the employees of the Company and its subsidiaries
(from among the class of employees eligible under Section 4 to receive ISOs) to
whom ISOs may be granted, and to determine (from the class of individuals
eligible under Section 4 to receive Non-Qualified Options) to whom Non-Qualified
Options may be granted; (ii) determine the time or times at which options may be
granted; (iii) determine the option price of shares subject to each option which
price shall not be less than the minimum price specified in Section 6; (iv)
determine whether each option granted shall be an ISO or a Non-Qualified Option;
(v) determine (subject to Section 9) the time or times when each option shall
become exercisable and the duration of the exercise period; and (vi) determine
whether restrictions such as repurchase options are to be imposed on the shares
subject to options and the nature of such restrictions.
4. Eligibility.
Options designated as ISOs may be granted only to officers and other
employees of the Company or any subsidiary. NonQualified Options may be granted
to any officer, employee, director or consultant of the Company or of any of its
subsidiaries.
In determining the eligibility of an individual to be granted an
option, as well as in determining the number of shares to be optioned to any
individual, the Committee shall take into account the position and
responsibilities of the individual being considered, the
1
<PAGE>
nature and value to the Company or its subsidiaries of his or her service and
accomplishments, his or her present and potential contribution to the success of
the Company or its subsidiaries, and such other factors as the Committee may
deem relevant.
No option designated as an ISO shall be granted to any employee of the
Company or any subsidiary if such employee owns, immediately prior to the grant
of an option, stock representing more than 10% of the voting power or more than
10% of the value of all classes of stock of the Company or a parent or a
subsidiary, unless the purchase price for the stock under such option shall be
at least 110% of its fair market value at the time such option is granted and
the option, by its terms, shall not be exercisable more than five years from the
date it is granted. In determining the stock ownership under this paragraph, the
provisions of Section 424(d) of the Code shall be controlling. In determining
the fair market value under this paragraph, the provisions of Section 6 hereof
shall apply.
The maximum number of shares of Common Stock with respect to which an
option or options may be granted to any employee in any one calendar year shall
not exceed 250,000 shares of Common Stock, taking into account shares under
Options that are granted during such calendar year and also terminated in such
calendar year.
5. Option Agreement.
Each option shall be evidenced by an option agreement (the "Agreement")
duly executed on behalf of the Company and by the optionee to whom such option
is granted, which Agreement shall comply with and be subject to the terms and
conditions of the Plan. The Agreement may contain such other terms, provisions
and conditions which are not inconsistent with the Plan as may be determined by
the Committee, provided that options designated as ISOs shall meet all of the
conditions for ISOs as defined in Section 422 of the Code. The date of grant of
an option shall be as determined by the Committee. More than one option may be
granted to an individual.
6. Option Price.
The option price or prices of shares of the Company's Common Stock for
options designated as Non-Qualified Options shall be as determined by the
Committee, but in no event shall the option price be less than the minimum legal
consideration required therefor under the laws of the State of Delaware or the
laws of any jurisdiction in which the Company or its successors in interest may
be organized. The option price or prices of shares of the Company's Common Stock
for ISOs shall be the fair market value of such Common Stock at the time the
option is granted as determined by the Committee in accordance with the
Regulations promulgated under Section 422 of the Code. If such shares are then
listed on any national securities exchange, the fair market value shall be the
mean between the high and low sales prices, if any, on such exchange on the
business day immediately preceding the date of the grant of the option or, if
none, shall be determined by taking a weighted average of the means between the
highest and lowest sales prices on the nearest date before and the nearest date
after the date of grant in accordance with Treasury Regulations Section
25.2512-2. If the shares are not then listed on any such exchange, the fair
market value of such shares shall be the mean between the high and low sales
prices, if any, as reported in the National Association of Securities Dealers
Automated Quotation System National Market System ("NASDAQ/NMS") for the
business day immediately preceding the date of the grant of the option, or, if
none, shall be determined by taking a weighted average of the means between the
highest and lowest sales on the nearest date before and the nearest date after
the date of grant in accordance with Treasury Regulations Section 25.2512-2. If
the shares are not then either listed on any such exchange or quoted in
NASDAQ/NMS, the fair market value shall be the mean between the average of the
"Bid" and the average of the "Ask" prices, if any, as reported in the National
Daily Quotation Service of the business day immediately preceding the date of
the grant of the option, or, if none, shall be determined by taking a weighted
average of the means between the highest and lowest sales prices on the nearest
date before and the nearest date after the date of grant in accordance with
Treasury Regulations Section 25.2512-2. If the fair market value cannot be
determined under the preceding three sentences, it shall be determined in good
faith by the Committee.
7. Manner of Payment; Manner of Exercise.
(a) Options granted under the Plan may provide for the payment of the
exercise price by delivery of (i) cash or a check payable to the order of the
Company in an amount equal to the exercise price of such options, (ii) shares of
Common Stock of the Company owned by the optionee having a fair market value
equal in amount to the exercise price of the options being exercised, or (iii)
any combination of (i) and (ii) provided, however, that payment of the exercise
price by delivery of shares of Common Stock of the Company owned by such
optionee may be made only under such circumstances and on such terms as may from
time to time be established by the Committee and reflected in the Option
Agreements. The fair market value of any shares of the Company's Common Stock
which may be delivered upon exercise of an option shall be determined by the
Committee in accordance with Section 6 hereof. With the consent of the Committee
and reflected in the Option Agreements, payment may also be made by delivery of
a properly executed exercise notice to the Company, together with a copy of
irrevocable instruments to a broker to deliver promptly to the Company the
amount of sale or loan proceeds to pay the exercise price. To facilitate the
foregoing, the Company may enter into agreements for coordinated procedures with
one or more brokerage firms.
(b) To the extent that the right to purchase shares under an option has
accrued and is in effect, options may be exercised in full at one time or in
part from time to time, by giving written notice, signed by the person or
persons exercising the option, to the Company,
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<PAGE>
stating the number of shares with respect to which the option is being
exercised, accompanied by payment in full for such shares as provided in
subparagraph (a) above. Upon such exercise, delivery of a certificate for
paid-up non-assessable shares shall be made at the principal office of the
Company to the person or persons exercising the option at such time, during
ordinary business hours, after ten business days from the date of receipt of the
notice by the Company, as shall be designated in such notice, or at such time,
place and manner as may be agreed upon by the Company and the person or persons
exercising the option.
8. Exercise of Options.
Subject to the provisions of paragraphs 9 through 11, each option
granted under the Plan shall be exercisable as follows:
(a) Vesting. The option shall either be fully exercisable on the date
of grant or shall become exercisable thereafter in such installments as the
Committee may specify.
(b) Full Vesting of Installments. Once an installment becomes
exercisable it shall remain exercisable until expiration or termination of the
option, unless otherwise specified by the Committee.
(c) Partial Exercise. Each option or installment may be exercised at
any time or from time to time, in whole or in part, for up to the total number
of shares with respect to which it is then exercisable.
(d) Acceleration of Vesting. The Committee shall have the right to
accelerate the date of exercise of any installment or any option; provided that
the Committee shall not, without the consent of an optionee, accelerate the
exercise date of any installment of any option granted to any employee as an ISO
if such acceleration would violate the annual vesting limitation contained in
Section 422(d) of the Code.
9. Term of Options: Exercisability.
(a) Term.
(1) Each option shall expire not more than ten (10) years from
the date of the granting thereof, but shall be subject to earlier termination as
herein provided.
(2) Except as otherwise provided in this Section 9, an option
granted to any employee optionee who ceases to be an employee of the Company or
one of its subsidiaries shall terminate ninety days following the date such
optionee ceases to be an employee of the Company or one of its subsidiaries, or
on the date on which the option expires by its terms, whichever occurs first;
provided that the ninety day period may be extended by the Committee in its sole
discretion for a period of up to six months following the date such optionee
ceases to be an employee of the Company or one of its subsidiaries (but in no
event later than the date on which the option expires by its own terms).
(3) If such termination of employment is because the optionee
has become permanently disabled (within the meaning of Section 22(e)(3) of the
Code), such option shall terminate on the last day of the sixth month from the
date such optionee ceases to be an employee, or on the date on which the option
expires by its terms, whichever occurs first.
(4) In the event of the death of any optionee, any option
granted to such optionee shall terminate on the last day of the twelfth month
from the date of death, or on the date on which the option expires by its terms,
whichever occurs first.
(b) Exercisability. An option granted to an employee optionee who
ceases to be an employee of the Company or one of its subsidiaries shall be
exercisable only to the extent that the right to purchase shares under such
option has accrued and is in effect on the date such optionee ceases to be an
employee of the Company or one of its subsidiaries.
10. Options Not Transferable.
The right of any optionee to exercise any option granted to him or her
shall not be assignable or transferable by such optionee otherwise than by will
or the laws of descent and distribution, or (solely with respect to
Non-Qualified Options) pursuant to a qualified domestic relations order, as
defined by the Code or Title I of the Employee Retirement Income Security Act,
or the rules thereunder, and any such option shall be exercisable during the
lifetime of such optionee only by him. Any option granted under the Plan shall
be null and void and without effect upon the bankruptcy of the optionee to whom
the option is granted, or upon any attempted assignment or transfer, except as
herein provided, including without limitation any purported assignment, whether
voluntary or by operation of law, pledge, hypothecation or other disposition,
attachment, divorce, except as provided above with respect to Non-Qualified
Options, trustee process or similar process, whether legal or equitable, upon
such option.
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<PAGE>
11. Adjustments. Upon the occurrence of any of the following events, an
optionee's rights with respect to options granted to him or her hereunder shall
be adjusted as hereinafter provided, unless otherwise specifically provided in
the written agreement between the optionee and the Company relating to such
option.
(a) Stock Dividends and Stock Splits. If the shares of Common Stock
shall be subdivided or combined into a greater or smaller number of shares or if
the Company shall issue any shares of Common Stock as a stock dividend on its
outstanding Common Stock, the number of shares of Common Stock deliverable upon
the exercise of options shall be appropriately increased or decreased
proportionately, and appropriate adjustments shall be made in the purchase price
per share to reflect such subdivision, combination or stock dividend.
(b) Consolidations or Mergers. If the Company is to be consolidated
with or acquired by another entity in a merger, sale of all or substantially all
of the Company's assets or otherwise (an "Acquisition"), the Committee or the
board of directors of any entity assuming the obligations of the Company
hereunder (the "Successor Board"), shall, as to outstanding options, either (i)
make appropriate provision for the continuation of such options by substituting
on an equitable basis for the shares then subject to such options the
consideration payable with respect to the outstanding shares of Common Stock in
connection with the Acquisition; or (ii) upon written notice to the optionees,
provide that all options must be exercised, to the extent then exercisable,
within a specified number of days of the date of such notice, at the end of
which period the options shall terminate; or (iii) terminate all options in
exchange for a cash payment equal to the excess of the fair market value of the
shares subject to such options (to the extent then exercisable) over the
exercise price thereof.
(c) Recapitalization or Reorganization. In the event of a
recapitalization or reorganization of the Company (other than a transaction
described in subparagraph (b) above) pursuant to which securities of the Company
or of another corporation are issued with respect to the outstanding shares of
Common Stock, an optionee upon exercising an option shall be entitled to receive
for the purchase price paid upon such exercise the securities he would have
received if he had exercised his option prior to such recapitalization or
reorganization.
(d) Modification of ISOs. Notwithstanding the foregoing, any
adjustments made pursuant to subparagraphs (a), (b) or (c) with respect to ISOs
shall be made only after the Committee, after consulting with counsel for the
Company, determines whether such adjustments would constitute a "modification"
of such ISOs (as that term is defined in Section 424 of the Code) or would cause
any adverse tax consequences for the holders of such ISOs. If the Committee
determines that such adjustments made with respect to ISOs would constitute a
modification of such ISOs, it may refrain from making such adjustments.
(e) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, each option will terminate
immediately prior to the consummation of such proposed action or at such other
time and subject to such other conditions as shall be determined by the
Committee.
(f) Issuances of Securities. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
subject to options. No adjustments shall be made for dividends paid in cash or
in property other than securities of the Company.
(g) Fractional Shares. No fractional shares shall be issued under the
Plan and the optionee shall receive from the Company cash in lieu of such
fractional shares.
(h) Adjustments. Upon the happening of any of the events described in
subparagraphs (a), (b) or (c) above, the class and aggregate number of shares
set forth in Section 2 hereof that are subject to options which previously have
been or subsequently may be granted under the Plan shall also be appropriately
adjusted to reflect the events described in such subparagraphs. The Committee or
the Successor Board shall determine the specific adjustments to be made under
this paragraph 11 and, subject to Section 3, its determination shall be
conclusive.
If any person or entity owning restricted Common Stock obtained by
exercise of an option made hereunder receives shares or securities or cash in
connection with a corporate transaction described in subparagraphs (a), (b) or
(c) above as a result of owning such restricted Common Stock, such shares or
securities or cash shall be subject to all of the conditions and restrictions
applicable to the restricted Common Stock with respect to which such shares or
securities or cash were issued, unless otherwise determined by the Committee or
the Successor Board.
12. No Special Employment Rights.
Nothing contained in the Plan or in any option granted under the Plan
shall confer upon any option holder any right with respect to the continuation
of his employment by the Company (or any subsidiary) or interfere in any way
with the right of the Company (or any subsidiary), subject to the terms of any
separate employment agreement to the contrary, at any time to terminate such
employment or to increase or decrease the compensation of the option holder from
the rate in existence at the time of the grant of an option. Whether an
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authorized leave of absence, or absence in military or government service, shall
constitute termination of employment shall be determined by the Committee at the
time.
13. Withholding.
The Company's obligation to deliver shares upon the exercise of any
Non-Qualified Option granted under the Plan shall be subject to the option
holder's satisfaction of all applicable Federal, state and local income and
employment tax withholding requirements. With the approval of the Committee,
which it shall have sole discretion to grant, and on such terms and conditions
as the Committee may impose, the option holder may satisfy the foregoing
condition by electing to have the Company withhold from delivery shares having a
value equal to the amount of tax to be withheld. The Committee shall also have
the right to require that shares be withheld from delivery to satisfy such
condition.
14. Restrictions on Issue of Shares.
(a) Notwithstanding the provisions of Section 7, the Company may delay
the issuance of shares covered by the exercise of an option and the delivery of
a certificate for such shares until one of the following conditions shall be
satisfied:
(i) The shares with respect to which such option has been
exercised are at the time of the issue of such shares effectively registered or
qualified under applicable Federal and state securities acts now in force or as
hereafter amended; or
(ii) Counsel for the Company shall have given an opinion,
which opinion shall not be unreasonably conditioned or withheld, that such
shares are exempt from registration and qualification under applicable Federal
and state securities acts now in force or as hereafter amended.
(b) It is intended that all exercises of options shall be effective,
and the Company shall use its best efforts to bring about compliance with the
above conditions within a reasonable time, except that the Company shall be
under no obligation to qualify shares or to cause a registration statement or a
post-effective amendment to any registration statement to be prepared for the
purpose of covering the issue of shares in respect of which any option may be
exercised, except as otherwise agreed to by the Company in writing.
15. Purchase for Investment: Rights of Holder on Subsequent
Registration.
Unless the shares to be issued upon exercise of an option granted under
the Plan have been effectively registered under the Securities Act of 1933, as
now in force or hereafter amended, the Company shall be under no obligation to
issue any shares covered by any option unless the person who exercises such
option, in whole or in part, shall give a written representation and undertaking
to the Company which is satisfactory in form and scope to counsel for the
Company and upon which, in the opinion of such counsel, the Company may
reasonably rely, that he or she is acquiring the shares issued pursuant to such
exercise of the option for his or her own account as an investment and not with
a view to, or for sale in connection with, the distribution of any such shares,
and that he or she will make no transfer of the same except in compliance with
any rules and regulations in force at the time of such transfer under the
Securities Act of 1933, or any other applicable law, and that if shares are
issued without such registration, a legend to this effect may be endorsed upon
the securities so issued. In the event that the Company shall, nevertheless,
deem it necessary or desirable to register under the Securities Act of 1933 or
other applicable statutes, then the Company may take such action and may require
from each optionee such information in writing for use in any registration
statement, supplementary registration statement, prospectus, preliminary
prospectus or offering circular as is reasonably necessary for such purpose and
may require reasonable indemnity to the Company and its officers and directors
and controlling persons from such holder against all losses, claims, damages and
liabilities arising from such use of the information so furnished and caused by
any untrue statement of any material fact therein or caused by the omission to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances under which
they were made.
16. Loans.
The Company may make loans to optionees to permit them to exercise
options. If loans are made, the requirements of all applicable Federal and state
laws and regulations regarding such loans must be met.
17. Modification of Outstanding Options.
The Committee may authorize the amendment of any outstanding option
with the consent of the optionee when and subject to such conditions as are
deemed to be in the best interests of the Company and in accordance with the
purposes of this Plan.
18. Approval of Shareholders.
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The Plan shall be subject to approval by the vote of shareholders
holding at least a majority of the voting stock of the Company voting in person
or by proxy at a duly held shareholders' meeting, or by written consent of
stockholders holding at least a majority of the voting stock of the Company,
within twelve (12) months after the adoption of the Plan by the Board of
Directors and shall take effect as of the date of adoption by the Board of
Directors upon such approval. The Committee may grant options under the Plan
prior to such approval, but any such option shall become effective as of the
date of grant only upon such approval and, accordingly, no such option may be
exercisable prior to such approval.
19. Termination and Amendment.
Unless sooner terminated as herein provided, the Plan shall terminate
ten (10) years from the date upon which the Plan was duly adopted by the Board
of Directors of the Company. The Board of Directors may at any time terminate
the Plan or make such modification or amendment thereof as it deems advisable;
provided, however, that except as provided in this Section 19, the Board of
Directors may not, without the approval of the shareholders of the Company
obtained in the manner stated in Section 18, increase the maximum number of
shares for which options may be granted or change the designation of the class
of persons eligible to receive options under the Plan, or make any other change
in the Plan which requires shareholder approval under applicable law or
regulations, including any approval requirement which is a prerequisite for
exemptive relief under Section 16 of the Securities Act of 1934. The Committee
may grant options to persons subject to Section 16(b) of the Securities and
Exchange Act of 1934 after an amendment to the Plan by the Board of Directors
requiring shareholder approval under Section 19, but any such option shall
become effective as of the date of grant only upon such approval and,
accordingly, no such option may be exercisable prior to such approval. The
Committee may terminate, amend, or modify any outstanding option without the
consent of the option holder, provided, however, that, except as provided in
Section 11, without the consent of the optionee, the Committee shall not change
the number of shares subject to an option, nor the exercise the price thereof,
nor extend the term of such option.
20. Compliance with Rule 16b-3.
It is intended that the provisions of the Plan and any option granted
hereunder to a person subject to the reporting requirements of Section 16(a) of
the Securities Exchange Act of 1934 (the "Act") shall comply in all respects
with the terms and conditions of Rule 16b-3 under the Act, or any successor
provisions. Any agreement granting options shall contain such provisions as are
necessary or appropriate to assure such compliance. To the extent that any
provision hereof is found not to be in compliance with such Rule, such provision
shall be deemed to be modified so as to be in compliance with such Rule, or if
such modification is not possible, shall be deemed to be null and void, as it
relates to a recipient subject to Section 16(a) of the Act.
21. Reservation of Stock.
The Company shall at all times during the term of the Plan reserve and
keep available such number of shares of stock as will be sufficient to satisfy
the requirements of the Plan and shall pay all fees and expenses necessarily
incurred by the Company in connection therewith.
22. Limitation of Rights in the Option Shares.
Any communication or notice required or permitted to be given under the
Plan shall be in writing, and mailed by registered or certified mail or
delivered by hand, if to the Company, to its principal place of business,
attention: President, and, if to an optionee, to the address as appearing on the
records of the Company.
6
EXHIBIT 4.2
WEB21 STOCK OPTION PLAN
1. Purpose of the Plan. Under this Stock Option Plan (the "Plan") of
WEB21, a California corporation (the "Company"), options may be granted to
eligible employees to purchase shares of the Company's capital stock. The Plan
is designed to enable the Company to attract, retain and motivate its employees
by providing for increasing the proprietary interests of such employees in the
Company. The Plan provides for options which qualify as incentive stock options
("Incentive Options") under Section 422 of the Internal Revenue Code of 1986, as
amended, as well as options which do not so qualify.
2. Stock Subject to Plan. The maximum number of shares of stock subject
to this Plan and for which options granted hereunder may therefore be exercised
shall be One Million (1,000,000) shares of the Company's common stock without
par value, subject to the adjustments provided in Sections 6 and 12. Shares of
stock subject to the unexercised portions of any options granted under this Plan
which expire or terminate or are canceled may again be subject to options under
the Plan. When the exercise price for an option granted under this Plan is paid
with previously outstanding shares or with shares as to which the option is
being exercised, as permitted in Section 9, the total number of shares of stock
for which options granted under this Plan may thereafter be exercised shall be
irrevocably reduced by the total number of shares for which such option is thus
exercised, without regard to the number of shares received or retained by the
Company in connection with the exercise.
3. Eligible Employees. The employees eligible to be considered for the
grant of options hereunder are any persons regularly employed by the Company on
a full-time basis.
4. Minimum Exercise Price. The exercise price for each option granted
hereunder shall be not less than 100% of the Fair Market Value (defined
hereinbelow) of the stock being optioned at the date of the grant of the option.
5. Nontransferability. Any option granted under this Plan shall be its
terms be nontransferable by the optionee other than by will or the laws of
descent and distribution and shall be exercisable during the optionee's lifetime
only by the optionee or by the optionee's guardian or legal representative,
except that an option which is not intended to be an Incentive Option may, if
the instrument evidencing it so provides, also be transferable to members of the
optionee's Immediate Family (defined hereinbelow), to a partnership whose
members are only he optionee and/or members of the Optionee's Immediate Family,
or to a trust for the benefit of only the optionee and/or members of the
optionee's Immediate family.
6. Adjustments. If the outstanding shares of stock of the class then
subject to this plan are increased or decreased, or are changed into or
exchanged for a different number or kind of shares or securities or other forms
of property (including cash) or rights, as a result of one or more
reorganizations, recapitalizations, spin-offs, stock splits, reverse stock
splits, stock dividends or the like, appropriate adjustments shall be made in
the number and/or kind of shares or securities or other forms of property
(including cash) or rights for which options may thereafter be granted under
this Plan may thereafter be exercised. Any such adjustment in outstanding
options shall be made without changing the aggregate exercise price applicable
to the unexercised portions of such options.
In connection with any reorganization, recapitalization, spin-off or
other transaction in which the outstanding shares of stock of the class then
subject to options outstanding under this Plan are changed into or exchanged for
property (including cash), rights and/or securities other than, or in addition
to, stock of the Company's issue, an outstanding option may under this Section
entitled "Adjustments" be adjusted to become exercisable for either: (a) the
property (including cash), rights and/or securities receivable in that
transaction by a holder of the number and king of outstanding shares of stock
subject to the option immediately prior to the transaction; or (b) stock of the
Company or of a successor employer corporation, or a parent or subsidiary
thereof, provided, that (i) such adjustment may preserve but may not increase
any amount by which the Fair Market Value of the stock subject to the option
exceeds the option exercise price, comparing such excess immediately before and
immediately after the transaction, and (ii) such adjustment may preserve but may
not reduce the ratio of the option exercise price to the Fair Market Value of
the stock subject to the option, comparing such ration immediately before and
immediately after the transaction.
7. Maximum Option Term. No option granted under this Plan may be
exercised in whole or in part more than ten years after its date of grant.
8. Plan Duration. Options may not be granted under this Plan after ten
years after the adoption of the Plan, or stockholder approval thereof, whichever
is earlier.
9. Payment. Payment for sock purchased upon any exercise of an option
granted under this Plan shall be made in full in cash (including payment by
check) concurrently with such exercise, except that, if and to the extent the
instrument evidencing the option so provides and the Company is not the
prohibited from purchasing or acquiring shares of such stock, such payment may
be made in whole or in part with shares of the same call of stock as that then
subject to the option, delivered in lieu of cash concurrently with such
exercise, the shares so delivered to be valued on the basis of the Fair Market
Value of the stock on the date of exercise. If and while payment with stock is
permitted for the exercise of an option granted under this Plan in accordance
with the foregoing provision, the instrument evidencing the
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option may also permit the person then entitled to exercise that option, in lieu
of using previously outstanding shares therefor, to use some of the shares as to
which the option is then being exercised.
10. Administration. The Plan shall be administered by the Company's
board of directors (the "Board") or, at the discretion of the Board, by a
committee (the "Committee") of not less than two members of the Board.
The interpretation and construction by the Committee of any term or
provision of the Plan or of any option granted under it, including without
limitation any determination of adjustments required pursuant to Section 6
hereof, shall be conclusive, unless otherwise determined by the Board in which
event such action by the Board shall be conclusive, and such interpretation and
construction shall be binding upon all those who hold or are eligible to receive
options under the Plan, and all persons claiming under them. The Board or
Committee may from time to time adopt rules and regulations for carrying out
this Plan and, subject to the provisions of this Plan, may prescribe the form or
forms of the instruments evidencing any option granted under this Plan.
Subject to the provisions of this Plan, the Board, or, by delegation
from the Board, the Committee, shall have full and final authority in its
discretion to select the employees to be granted options, to authorize granting
such options and to determine the number of shares to be subject thereto, the
exercise prices, the terms of exercise, expiration dates and other pertinent
provision thereof.
11. Other Option Provisions. Options granted under this Plan shall
contain such other terms and provisions which are not inconsistent with this
Plan as the Board or Committee may authorize, including but not limited to (a)
vesting schedules governing the exercisability of such options, (b) provisions
for acceleration of such vesting schedules in certain events, (c) arrangements
whereby the Company may fulfill any tax withholding obligations it may have in
connection with the exercise of such options, (d) provisions imposing
restrictions upon the transferability of stock acquired on exercise of such
option, whether required by this Plan or applicable securities laws or imposed
for other reasons, and (e) provisions regarding the termination or survival of
any such option upon the optionee's death, retirement of other terminations of
employment and the extent, if any, to which any such option may be exercised
after such event. Incentive Options shall contain the terms an provisions
required of them under the Internal Revenue Code.
12. Corporate Reorganizations. Upon the dissolution or liquidation of
the Company, or upon a reorganization, merger or consolidation of the Company as
a result of which the outstanding securities of the class then subject to
options hereunder are changed into or exchanged for property (including cash),
rights or securities not of the Company's issue, or any combination thereof, or
upon a sale of substantially all the property of the Company to, or the
acquisition of stock representing more than eighty percent (80%) of the voting
power of the stock of the Company then outstanding by, another corporation or
person, the Plan shall terminate, and all options theretofore granted hereunder
shall terminate, unless provision be made in writing in connection with such
transaction for the continuance of the Plan and/or for the assumption of options
theretofore granted, or the substitution for such option of options covering the
stock of a successor employer corporation, or a parent or a subsidiary thereof,
with appropriate adjustments in accordance with Section 6 hereof as to the
number and kind of shares optioned and their exercise prices, in which event the
Plan and options theretofore granted shall continue in the manner and under the
terms so provided. The instrument evidencing any option may also provide for the
acceleration of otherwise unexercisable portions of the option (a) if the option
shall terminate pursuant to the foregoing sentence, such acceleration to become
effective at such time prior to the consummation of the transaction causing such
termination as the Company shall designate, and (b) upon other specified events
or occurrences, such as involuntary terminations of the option holder's
employment following certain changes in the control of the Company.
13. Financial Assistance. The Company is vested with authority under
this Plan to assist any employee to whom an option is granted hereunder
(including any director or officer of the Company or any of its subsidiaries who
is also an employee) in the payment of the purchase price payable on exercise of
that option, by lending the amount of such purchase price to such employee on
such terms and at such rates of interest and upon such security (or unsecured)
as shall have been authorized by or under authority of the Board.
14. Company's Right of First Purchase. While and so long as the stock
of the class subject to this Plan has not been Publicly Traded for at least
ninety days, any stock issued on exercise of any option granted under the Plan
shall be subject to the Company's right of first purchase. By virtue of that
right, (a) such stock may not be transferred during the optionee's lifetime to
any person other than members of the optionee's Immediate Family, a partnership
whose members are the optionee and/or members of the optionee's Immediate
Family, or a trust for the benefit of the optionee and/or members of the
optionee's Immediate Family, unless such transfer occurs within fifteen days
following the expiration of thirty days after the Company has been given a
written notice which correctly identified the prospective transferee or
transferees and which offered the Company an opportunity to purchase such stock
at its Fair Market Value in cash, and such offer was not accepted within thirty
days after the Company's receipt of the notice; and (b) upon the optionee's
death, the Company shall have the right to purchase all or some of such stock at
its Fair Market Value within nine months after the date of death. This right of
first purchase shall continue to apply to any such stock after the transfer
during the optionee's lifetime of that stock to a member of the optionee's
Immediate Family or to a family partnership or trust as aforesaid, and after any
transfer of that stock with respect to which the Company expressly waived its
right of first purchase without also waiving it as to any subsequent transfers
thereof, but it shall not apply after a transfer of that stock with respect to
which the Company was offered but did not exercise or waive its right of first
purchase or more than nine months after the death. The Company may assign all or
any portion of its right of first purchase to any one or more of its
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stockholders, or to a pension or retirement plan or trust for employees of the
Company, who may then exercise the right so assigned. Stock certificates
evidencing stock subject to this right of first purchase shall be appropriately
legended to reflect that right.
15. Limitations of Rights of Participants.
(a) A person to whom an option is granted under this Plan shall not
have any interest in the optioned shares or in any dividends paid thereon, and
shall not have any of the rights or privileges of a stockholder with respect to
such shares, until the certificates therefor have been issued and delivered to
him or her.
(b) No shares of stock issuable under the Plan shall be issued and no
certificate therefor delivered unless and until, in the opinion of legal counsel
for the Company, such securities may be issued and delivered without causing the
Company to be in violation of or to incur any liability under any federal, state
or other securities law, or any other requirement of law or of any regulatory
body having jurisdiction over the Company.
(c) The receipt of an option does not give the optionee any right to
continued employment by the Company or a subsidiary for any period, nor shall
the granting of the option or the issuance of shares on exercise thereof give
the Company or any subsidiary any right to the continued services of the
optionee for any period.
(d) Nothing contained in this Plan shall constitute the granting of an
option hereunder, which shall occur only pursuant to express authorization by
the Board or the Committee.
16. Amendment and Termination. The Board may alter, amend, suspend or
terminate this Plan, provided that no such action shall deprive an optionee who
has not consented thereto of any option granted to the optionee pursuant to this
Plan or of any of the optionee's rights under such option. Except as herein
provided, no such action of the Board, unless taken with the approval of the
stockholders of the Company, may:
(a) increase the maximum number of shares for which options granted
under this Plan may be exercised; (b) reduce the minimum permissible
exercise price; (c) extend the ten-year duration of the Plan set forth
herein; (d) alter the class of employees eligible to receive options
under the Plan; or (e) amend the Plan in any other manner which the
Board, in its discretion, determines should become effective only if
approved by the stockholders even though such stockholder approval is not
expressly required by this Plan.
17. Certain Definitions. The terms "Board," "Committee," and "Incentive
Options" have been defined hereinabove. In addition, as used in this Plan, the
following terms shall have the following meanings:
(a) The "Fair Market Value" of corporate stock shall mean:
(1) If the stock is then Publicly Trades: The closing price of
stock of that class as of the day in question (or, if such day is not a trading
day in the principal securities market or markets for such stock, on the nearest
preceding trading day), as reported with respect to the market (or the composite
of markets, if more than one) in which shares of such stock are then traded, or,
if no such closing prices are reported, on the basis of the mean between the
high bid and low asked prices that day on the principal market or quotation
system on which shares of such stock are then quoted, or, if not so quoted, as
furnished by a professional securities dealer making a market in such stock
selected by the Board or the Committee.
(2) If the stock is then not Publicly Traded: The price at
which one could reasonably expect such stock to be sold in an arm's length
transaction, for cash, other than on an installment basis, to a person not
employed by, controlled by, in control of or under common control with the
issuer of such stock. Such Fair Market Value shall be that which has currently
or most recently been determined for this purpose by the Board, or at the
discretion of the Board by an independent appraiser or appraisers selected by
the Board, in either case giving due consideration to recent transactions
involving shares of such stock, if any, the issuer's net worth, prospective
earning power and dividend-paying capacity, the goodwill of the issuer's
business, the issuer's industry position and its management, that industry's
economic outlook, the values of securities of issuers whose stock is Publicly
Traded and which are engaged in similar businesses, the effect of transfer
restrictions to which such stock may be subject under law and under the
applicable terms of any contract governing such stock, the absence of a public
market for such stock and such other matters as the Board or its appraiser or
appraisers of the Fair Market Value shall, if not unreasonable, be conclusive
and binding notwithstanding the possibility that other person might make a
different, and also reasonable, determination. If the Fair Market Value to be
used was thus fixed more than sixteen months prior to the day as of which Fair
Market Value is being determined, it shall in any event be no less than the book
value of the stock being valued at the end of the most recent period for which
financial statements of the issuer are available.
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(b) An individual's "Immediate Family" includes only his or her spouse,
parents or other ancestors, and children and other direct descendants of that
individual or of his or her spouse (including such ancestors and descendants by
adoption).
(c) Corporate stock is "Publicly Traded" if stock of that class is
listed or admitted to unlisted trading privileges on a national securities
exchange or designated as a national market system security on an interdealer
quotation system by the National Association of Securities Dealers, Inc.
("NASD") or if sales or bid and offer quotations are reported for that class of
stock in the automated quotation system ("NASDAQ") operated by the NASD.
4
EXHIBIT 5.1
OPINION OF COUNSEL
Hutchins, Wheeler & Dittmar, A Professional Corporation
April 8, 1999
Go2Net, Inc.
999 Third Avenue, Suite 4700
Seattle, WA 98104
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Go2Net, Inc. (the "Company") with the Securities and
Exchange Commission (the "Commission") on or about April 8, 1999 in connection
with the registration under the Securities Act of 1933, as amended, of (i) a
total of 8,000,000 shares of the Company's Common Stock reserved for issuance
under the Company's 1996 Stock Option Plan (the "Go2Net Plan") and (ii)
1,000,000 shares of the Company's Common Stock reserved for issuance under the
Company's assumed Web21 Stock Option Plan (the "Web21 Plan"). As the Company's
legal counsel in connection with this transaction, we have examined the
proceedings taken and are familiar with the proceedings proposed to be taken by
the Company in connection with the sale and issuance of the foregoing shares
under the Go2Net Plan and Web21 Plan, respectively (collectively, the "Shares").
Based upon the foregoing, and having regard for such legal considerations as we
deem relevant, we are of the opinion that the Shares, when issued and sold in
the manner described in the Registration Statement will be legally and validly
issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the references to us under the caption "Interests of Named
Experts and Counsel" in the Registration Statement, including the Prospectus
constituting a part thereof, and in any amendment thereto.
Very truly yours,
/s/Hutchins, Wheeler & Dittmar
HUTCHINS, WHEELER & DITTMAR,
A Professional Corporation
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Go2Net, Inc. 1996 Stock Option Plan and Web21
Stock Option Plan of our report dated November 9, 1998 with respect to the
financial statements Go2Net, Inc. included in its Annual Report (Form 10-K) for
the year ended September 30, 1998 filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Seattle, Washington
April 9, 1999
