GO2NET INC
SC 13G, 1999-04-23
COMPUTER PROCESSING & DATA PREPARATION
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                                  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)

                                                    383 486 107 
                                 (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).





<PAGE>


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

              Bert F. Fornaciari
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-                 704,342
ially
owned
by each
reporting
person
with
              6          SHARED VOTING POWER

                         0
              7          SOLE DISPOSITIVE POWER

                         704,342
              8          SHARED DISPOSITIVE POWER

                         0
9             AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

              704,342
10            CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
              SHARES


11            PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

              5.43%
12            TYPE OF REPORTING PERSON

                IN




<PAGE>


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:

                  Bert F. Fornaciari

Item 2(b) Address of principal business office or, if none, residence:

                  345 California Avenue
                  Suite 3
                  Palo Alto, CA  94306

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:

                  383 486 107

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

                  (g)      |_| Parent Holding Company


<PAGE>


CUSIP No.         383 486 107       SCHEDULE 13G           Page 4 of 6 Pages

                  (h)      |_| Group

Item 4            Ownership:

                  (a)      Amounts beneficially owned:

                           Mr. Fornaciari  acquired shares through the merger of
                           WTO Acquisition  Corp., a wholly-owned  subsidiary of
                           the Issuer, with and into Web21 (the "Merger"). As of
                           December 31, 1998, after  consummation of the Merger,
                           Mr.  Fornaciari  directly owned 329,421 shares of the
                           Issuer's Common Stock  individually.  On February 22,
                           1999,  the Issuer issued two shares of its authorized
                           but  unissued  Common  Stock for each share of Issuer
                           Common  Stock  held  by  each  holder  of  record  on
                           February 5, 1999,  such  distribution  constituted  a
                           2-for-1 split of such Common Stock effected as a 100%
                           stock dividend.  As of April 22, 1999, Mr. Fornaciari
                           directly owned 658,842 shares of the Issuer's  Common
                           Stock.  In  addition,   as  of  April  22,  1999  Mr.
                           Fornaciari owned options to purchase 45,500 shares of
                           the  Issuer's   Common   Stock   which,   subject  to
                           stockholder approval of a certain  transaction,  will
                           be exercisable within 60 days.

                  (b)      Percent of class:

                           Mr.  Fornaciari  could be deemed to be the beneficial
                           owner,  for  purposes  of  Schedule  13G,  of 704,342
                           shares  of  Issuer's   Common   Stock,   which  would
                           constitute 5.43% of the Issuer's 12,962,814 shares of
                           Common Stock as of April 22, 1999.

                  (c) Number of shares as to which such person has:

                       (i)   sole power to vote or to direct the vote: 704,342

               (ii) shared power to vote or to direct the vote: 0

                       (iii)   sole power to dispose or to direct the
                               disposition of:  704,342

                       (iv)  shared power to dispose or to direct the 
                             disposition of:  0

Item 5            Ownership of 5% or Less of a Class:
- ------            ----------------------------------

                  If this statement is being filed to report the fact that as of
                  the date  hereof  the  reporting  person  has ceased to be the
                  beneficial  owner of more  than five  percent  of the class of
                  securities, check the following ____.

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:
                  -----------------------------------------


<PAGE>


CUSIP No.         383 486 107             SCHEDULE 13G       Page 5 of 6 Pages

                  Not applicable.

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.


<PAGE>

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/ Bert F. Fornaciari    
Dated:  April 23, 1999                    Bert F. Fornaciari






<PAGE>






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