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FILED PURSUANT TO RULE 424(b)(3) AND (c)
FILE NUMBER 333-82773
FIFTH PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JULY 27, 1999
1,512,514 SHARES OF COMMON STOCK
GO2NET, INC.
This Fifth Prospectus Supplement (the "Fifth Prospectus Supplement")
supplements the Prospectus dated July 27, 1999, the First Prospectus Supplement
dated September 28, 1999 (the "First Prospectus Supplement"), the Second
Prospectus Supplement dated October 15, 1999 (the "Second Prospectus
Supplement"), the Third Prospectus Supplement dated November 18, 1999 (the
"Third Prospectus Supplement") and the Fourth Prospectus Supplement dated
January 17, 2000 (the "Fourth Prospectus Supplement") of Go2Net, Inc. relating
to the public offering, which is not being underwritten, and sale of up to
1,512,514 shares of common stock, par value $.01 per share of Go2Net, which may
be offered and sold from time to time by the selling shareholders of Go2Net
identified in the Prospectus or by pledgees, donees, transferees or other
successors in interest that receive such shares as a gift, partnership
distribution or other non-sale related transfer. Go2Net will receive no part of
the proceeds of such sales. The Shares were originally issued or reserved for
issuance by Go2Net in connection with Go2Net's acquisition of:
- Haggle Online, Inc. a Delaware corporation, pursuant to a merger
with a wholly owned subsidiary of Go2Net;
- USA Online, Inc., a New Jersey corporation, pursuant to a merger with
a wholly owned subsidiary of Go2Net;
- IQC, Corporation, a California corporation, pursuant to a merger with
a wholly owned subsidiary of Go2Net; and
- Authorize.Net Corporation, a Utah corporation, pursuant to a merger
with and into a wholly owned subsidiary of Go2Net.
The "Selling Shareholders" section beginning on page 16 of the
Prospectus is hereby supplemented to reflect the transfer made after the date of
the Prospectus by Ronald and Cathy Carlile to Corp. Presiding Bishop of the
Church of Jesus Christ of Latter Day Saints Donation-in-kind Office in the
amount of 85 shares. This Fifth Prospectus Supplement should be read in
conjunction with the Prospectus, the First Prospectus Supplement, the Second
Prospectus Supplement, the Third Prospectus Supplement and the Fourth Prospectus
Supplement and is qualified by reference to the Prospectus, the First Prospectus
Supplement, the Second Prospectus Supplement, the Third Prospectus Supplement
and the Fourth Prospectus Supplement except to the extent that the information
herein contained supercedes the information contained in the Prospectus, the
First Prospectus Supplement, the Second Prospectus Supplement, the Third
Prospectus Supplement and the Fourth Prospectus Supplement.
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THE DATE OF THIS FIFTH PROSPECTUS SUPPLEMENT IS FEBRUARY 23, 2000.
SELLING SHAREHOLDERS
On February 14, 2000, of the Shares beneficially owned by Ronald and
Cathy Carlile, reflected in the Prospectus, 85 of which were transferred to
Corp. Presiding Bishop of the Church of Jesus Christ of Latter Day Saints
Donation-in-kind Office.
The table of Selling Shareholders in the Prospectus is hereby amended
to reflect such transfer and supplemented to specifically include Shares
received in such transfer.
