THIRD PROSPECTUS SUPPLEMENT
TO PROSPECTUS DATED OCTOBER 1, 1998
2,791,072 SHARES
GO2NET, INC.
COMMON STOCK
This Third Prospectus Supplement relates to the public offering, which is
not being underwritten, of up to 2,791,072 shares of Common Stock, par value
$0.01 per share (the "Shares"), of Go2Net, Inc. ("Go2Net" or the "Company"),
which may be offered from time to time by certain stockholders of the Company or
by donees, transferees, pledgees or other successors in interest that receive
such shares as a gift, partnership distribution or other non- sale related
transfer (the "Selling Stockholders"). The Company will receive no part of the
proceeds of such sales. The Shares may be offered by the Selling Stockholders
from time to time in one or more transactions as described under "Plan of
Distribution" contained in the Prospectus dated October 1, 1998 (the
"Prospectus"), the Prospectus Supplement dated November 12, 1998 (the "First
Prospectus Supplement") and the Second Prospectus Supplement dated as of January
22, 1999 (the "Second Prospectus Supplement").
This Third Prospectus Supplement should be read in conjunction with the
Prospectus, the First Prospectus Supplement and the Second Prospectus
Supplement, which are to be delivered with this Third Prospectus Supplement. All
capitalized terms used but not defined in this Third Prospectus Supplement shall
have the meanings given them in the Prospectus. The "Selling Stockholders"
Section of the Prospectus is hereby supplemented to reflect the two-for-one
stock split effected by the Company as a 100% stock dividend after the date of
the Prospectus.
THE DATE OF THIS THIRD PROSPECTUS SUPPLEMENT IS MARCH 10, 1999
SELLING STOCKHOLDERS
On February 22, 1999, the Company distributed shares of Common Stock to
those stockholders of record on February 5, 1999 pursuant to a two-for-one stock
split approved by the Board of Directors of the Company at a meeting held on
January 20, 1999. The table of Selling Stockholders in the Prospectus is hereby
amended to reflect such distribution pursuant to the stock split and
supplemented to specifically include Shares received in such distribution. The
following table sets forth as of October 1, 1998, after giving effect to the
subsequent stock split, the name of each of the entities and individuals who
received Shares through the distribution effected by the stock split, the number
of shares of Common Stock that such Selling Stockholder beneficially owns as of
such date, the number of shares of Common Stock beneficially owned by each such
Selling Stockholder that may be offered for sale from time to time by the
Prospectus, the Second Prospectus Supplement and this Third Prospectus
Supplement, the number of shares of Common Stock to be beneficially owned by
each such Selling Stockholder assuming the sale of all of the Shares offered by
such Selling Stockholders and the percentage of the outstanding shares of the
Company's Common Stock to be beneficially owned by each such Selling Stockholder
after completion of the offering.
The Company may amend or supplement the Prospectus and this Third
Prospectus Supplement from time to time to update the disclosure set forth
therein and herein.
<PAGE>
<TABLE>
<CAPTION>
SHARES SHARES
BENEFICIALLY BENEFICIALLY
OWNED(1)(2) SHARES WHICH OWNED AFTER
PRIOR TO OFFERING MAY BE SOLD OFFERING(1)(2)(3)
------------------- PURSUANT TO --------------------
SELLING STOCKHOLDER NUMBER PERCENT THIS PROSPECTUS(2) NUMBER PERCENT
<S> <C> <C> <C> <C> <C>
Former Silicon Investor Stockholders
James Lee Brock 7,934 * 7,934 - -
Barry Dryer 119,570 1.01% 119,570 - -
Brad Dryer 1,135,928 9.61% 1,135,928 - -
Jeffrey Dryer 1,135,928 9.61% 1,135,928 - -
Michael Gruber 2,390 * 2,390 - -
Ariel Poler 8,300 * 8,300 - -
VLG Investments 1996 59,170 * 59,170 - -
CNA Trust, TTEE FBO 7,394 * 7,394 - -
Venture Law Group 401(k) Plan
Former Hypermart Stockholders
Brian Atkins 108,668 * 108,668 - -
Allen Graber 107,292 * 107,292 - -
Michael McDermott 89,410 * 89,410 - -
Bruce Atkins and 9,628 * 9,628 - -
Donna Atkins, jointly
Tom Taulli 6,300 * 6,300 - -
- ----------------------------
* Less than 1.0%
</TABLE>
<PAGE>
(1) The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Exchange Act, and the information is
not necessarily indicative of beneficial ownership for any other
purpose. Under such rule, beneficial ownership includes any shares as
to which the individual has sole or shared voting power or investment
power and also any shares as to which the individual has the right to
acquire within 60 days of the date of this Prospectus through the
exercise of any stock option or other right. Unless otherwise indicated
in the footnotes, each person has sole voting and investment power (or
shares such powers with his or her spouse) with respect to the shares
shown as beneficially owned.
(2) Includes an aggregate of 185,698 shares of Common Stock beneficially
owned by the Selling Stockholders that have been deposited in escrow
pursuant to the Silicon Agreement to secure the respective
indemnification obligations of the Selling Stockholders thereunder (the
"Silicon Escrowed Shares"). Each Selling Stockholder which is a former
stockholder of Silicon Investment has deposited approximately 7.5% of
his shares in the escrow. The Silicon Escrowed Shares will be released
from escrow on June 23, 1999 only to the extent that no claims have
been made against the Silicon Escrowed Shares. The Silicon Escrowed
Shares may not be sold by the Selling Stockholders prior to June 23,
1999, except as otherwise provided in the Escrow Agreement.
Also includes an aggregate of 31,496 shares of Common Stock
beneficially owned by the Selling Stockholders that have been deposited
in escrow pursuant to the Hypermart Agreement to secure the respective
indemnification obligations of the Selling Stockholders thereunder (the
"Hypermart Escrowed Shares"). Each Selling Stockholder which is a
former stockholder of Hypermart has deposited approximately 10% of his
shares in the escrow. The Hypermart Escrowed Shares will be released
from escrow on August 3, 1999 only to the extent that no claims have
been made against the Hypermart Escrowed Shares. The Hypermart Escrowed
Shares may not be sold by the Selling Stockholders prior to August 3,
1999, except as otherwise provided in the Escrow Agreement.
(3) Assumes that each Selling Stockholder will sell all of the Shares set
forth above under "Shares Which May Be Sold Pursuant to This
Prospectus". There can be no assurance that the Selling Stockholders
will sell all or any of the Shares offered hereunder.
THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" ON PAGE 3
OF THE PROSPECTUS.
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The Securities and Exchange Commission (the "Commission") may take the
view that, under certain circumstances, the Selling Stockholders and any
broker-dealers or agents that participate with the Selling Stockholders in the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of the Securities Act. Commissions, discounts or concessions received by any
such broker-dealer or agent may be deemed to be underwriting commissions under
the Securities Act. The Company and the Selling Stockholders have agreed to
certain indemnification arrangements. See "Plan of Distribution" in the
Prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS THIRD PROSPECTUS SUPPLEMENT. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
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THE DATE OF THIS THIRD PROSPECTUS SUPPLEMENT IS MARCH 10, 1999
