SECOND PROSPECTUS SUPPLEMENT
TO PROSPECTUS DATED OCTOBER 1, 1998
1,395,536 SHARES
GO2NET, INC.
COMMON STOCK
This Second Prospectus Supplement relates to the public offering, which
is not being underwritten, of up to 1,395,536 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") and the Prospectus Supplement dated November 12, 1998 (the "First
Prospectus Supplement").
This Second Prospectus Supplement should be read in conjunction with
the Prospectus and the First Prospectus Supplement, which are to be delivered
with this Second Prospectus Supplement. All capitalized terms used but not
defined in this Second Prospectus Supplement shall have the meanings given them
in the Prospectus.
The information in the table appearing under the heading "Selling
Stockholders" in the Prospectus is superseded in part by the information
appearing in the table below:
<TABLE>
Shares Which Shares Beneficially
Shares Beneficially May be Sold Owned After
Owned Prior to Offering Pursuant to Prospectus Offering(1)
<S> <C> <C> <C>
Selling Stockholder Number Percent Number Percent
Former Silicon Investor Stockholders
Brian Atkins 53,247 * 53,247 - -
Allen Graber 52,573 * 52,573 - -
Michael McDermott 43,811 * 43,811 - -
Bruce Atkins and
Donna Atkins, jointly 4,718 * 4,718 - -
Tom Taulli(2) (3) (4) (5) 3,150 * 3,150 - -
</TABLE>
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(1) Assumes the sale of all Shares offered by each of the Selling
Stockholders. (2) Represents shares transferred from Brian Atkins on
or about January 13, 1999. (3) Represents shares transferred from
Allen Graber on or about January 13, 1999. (4) Represents shares
transferred from Michael McDermott on or about January 13, 1999.
(5) Represents shares transferred from Brian Atkins and Donna Atkins,
jointly on or about January 13, 1999.
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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 SECOND PROSPECTUS SUPPLEMENT.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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THE DATE OF THIS SECOND PROSPECTUS SUPPLEMENT IS JANUARY 22, 1999
