GO2NET INC
SC 13G, 1999-02-11
COMPUTER PROCESSING & DATA PREPARATION
Previous: PBHG INSURANCE SERIES FUND INC, 485APOS, 1999-02-11
Next: GO2NET INC, SC 13G, 1999-02-11





                                  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 to designate  the rule pursuant to which this
Schedule is filed:

          ___  Rule 13d-1(b)
          ___  Rule 13d-1(c)
          ___  Rule 13d-1(d)



*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  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

              Xanthus Capital, L.P.

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-                 0
ially
owned
by each
reporting
person
with
              6          SHARED VOTING POWER

                         0
              7          SOLE DISPOSITIVE POWER

                         0
              8          SHARED DISPOSITIVE POWER

                         0
9             AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

              0

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


11            PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

              0%

12            TYPE OF REPORTING PERSON

                PN

<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:

                  Xanthus Capital, L.P.

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:

                  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

<PAGE>

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, 1998, Xanthus Capital, L.P. owned 
                           0 shares of the Issuer's Common Stock.

                  (b)      Percent of class:

                           Xanthus  Capital,  L.P. is the beneficial  owner, for
                           purposes of Schedule 13G, of 0 shares of the Issuer's
                           common  stock,  which  would  constitute  0%  of  the
                           Issuer's 6,312,577 outstanding shares of common stock
                           as of December 31, 1998.

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

                      (i)   sole power to vote or to direct the vote: 0

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

                    (iii)   sole power to dispose or to direct the disposition 
                            of: 0

                     (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
                  securities, check the following X

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.

Item 8            Identification and classification of members of the Group:

                  Not applicable.

Item 9            Notice of Dissolution of Group:



<PAGE>


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

                  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.

                                     XANTHUS CAPITAL, L.P.

                                     By:  Xanthus Management LLC
                                          its General Partner

Dated:  February 11, 1999            By:  /s/Russell L. Horowitz
                                          Authorized Signatory



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission