As filed with the Securities and Exchange Commission on September 27, 2000.
Registration
Number 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
GO2NET, INC.
(Exact name of issuer as specified in its charter)
Delaware 91-1710182
------------------------------ ----------
(State of Incorporation) (IRS Employer Identification Number)
Pier 70, 2801 Alaskan Way, Suite 200, Seattle, Washington 98121
(Address of Principal Executive Offices)
(206) 357-4000
(Registrant's telephone number, including area code)
GO2NET, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
Russell C. Horowitz
Chairman and Chief Executive Officer
Go2Net, Inc.
Pier 70, 2801 Alaskan Way, Suite 200
Seattle, Washington 98121
(206) 357-4000
(Name, address and telephone number of agent for service)
copy to:
Francis J. Feeney, Jr., Esquire
Hutchins, Wheeler & Dittmar
A Professional Corporation
101 Federal Street
Boston, Massachusetts 02110
(617) 951-6600
(Name, address and telephone number of agent for service)
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------- ----------------------- ------------------------ ------------------------ ------------------
Title of Securities to Amount of Securities Proposed Maximum Proposed Maximum Amount of
be Registered to be Registered (1) Offering Price Per Aggregate Offering Registration Fee
Share (2) Price (2)
------------------------- ----------------------- ------------------------ ------------------------ ------------------
<S> <C> <C> <C> <C>
Common Stock, par value 1,000,000 $56.6875 $56,687,500 $14,965.50
$.01 per share
------------------------- ----------------------- ------------------------ ------------------------ ------------------
</TABLE>
(1) Also registered hereunder are such additional number of shares of
Common Stock, presently indeterminable, as may be necessary to satisfy
the antidilution provisions of the Plan to which this Registration
Statement relates.
(2) Calculated solely for the purpose of this offering under Rule 457(h) of
the Securities Act of 1933, as amended (the "Securities Act") on the
basis of the high and low selling prices per share of Go2Net's Common
Stock on September 26, 2000, as reported on the Nasdaq National Market
which was $56.6875.
<PAGE>
PART I
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 1. Plan Information
Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.
Item 2. Registration Information and Employee Plan Annual Information
Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Go2Net, Inc. ("Go2Net" or the "Company") hereby incorporates by
reference the documents listed in (a) through (c) below. In addition, all
documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 (prior to filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold) shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
thereof from the date of filing of such documents.
(a) The Company's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Exchange Act on Form 10-K for the fiscal year ended September
30, 1999 filed on December 29, 1999.
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the annual
report referred to in (a) above.
(c) The description of the Company's Common Stock which is contained in
the Registration Statement filed by the Company on April 10, 1997 under the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed with the Commission pursuant to
Sections 13(a), 13(b), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold under
this Registration Statement, shall be deemed to be incorporated by reference in
this Registration Statement and to be part hereof from the date of filing of
such documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed documents which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such earlier statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement, except as so modified or superseded.
Item 4. Description of Securities
Inapplicable.
Item 5. Interests of Named Experts and Counsel
Inapplicable.
Item 6. Indemnification of Directors and Officers
As permitted by Section 145 of the Delaware General Corporation Law,
Go2Net's Amended and Restated Certificate of Incorporation, as amended, includes
a provision that eliminates the personal liability of its directors for monetary
damages for breach or alleged breach of their duty of care. In addition, the
Delaware General Corporation Law and Go2Net's Amended and Restated By-laws
provide for indemnification of Go2Net's directors and officers for liabilities
and expenses that they may incur in such capacities. In general, directors and
officers are indemnified with respect to actions taken in good faith in a manner
reasonably believed to be in, or not opposed to, the best interests of Go2Net,
and with respect to any criminal action or proceeding, actions that the
indemnitee has no reasonable choice to believe were unlawful.
Go2Net has purchased insurance with respect to, among other things, the
liabilities that may arise under the provisions referred to above. The directors
and officers of the Company also are insured against certain liabilities,
including certain liabilities arising under the Securities Act of 1933, as
amended, which might be incurred by them in such capacities and against which
they are not indemnified by Go2Net.
Item 7. Exemption from Registration Claimed
Inapplicable.
Item 8. Exhibits
Number Description
4.1 Go2Net, Inc. 1999 Employee Stock Purchase Plan
4.2 Restated Certificate of Incorporation of Go2Net, Inc. (*)
4.3 Certificate of Designation of Series A Convertible Preferred Stock of
Go2Net, Inc. (**)
4.4 Amended and Restated By-Laws of Go2Net, Inc. (***)
5.1 Opinion of Hutchins, Wheeler & Dittmar, A Professional
Corporation ("HWD"), as to legality of shares being
registered and consent of HWD.
23.1 Consent of KPMG LLP, Independent Auditors
23.2 Consent of HWD (included in Exhibit 5.1)
24.1 Powers of Attorney (included on page S-1)
* Incorporated by reference to Exhibit 4.2 to Go2Net, Inc.'s
Registration Statement on Form S-8 filed with the Commission on
April 27, 2000.
** Incorporated by reference to Exhibit 3.1 to Go2Net, Inc.'s Form 8-K filed
with the Commission on April 12, 1999. *** Incorporated by reference to Exhibit
3.3 to Go2Net, Inc.'s Registration Statement on Form S-1 filed with the
Commission on December 31, 1996.
Item 9. Undertakings
The undersigned Registrant hereby undertakes the following:
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in this Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes, that, insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Seattle, Washington on September 27, 2000.
GO2NET, INC.
By: /s/ Russell C. Horowitz
Russell C. Horowitz
Chairman and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Russell C. Horowitz his true and lawful
attorney-in- fact and agent, with full power of substitution and resubstitution,
for him or in his name, place and stead, in any and all capacities to sign any
and all amendments or post-effective amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Russell C. Horowitz Director, Chairman and Chief Executive Officer
Russell C. Horowitz (principal executive officer) September 27, 2000
/s/ Rick Thompson Chief Financial Officer (principal financial September 27, 2000
Rick Thompson and accounting officer)
/s/ William D. Savoy
William D. Savoy Director September 27, 2000
/s/ Diane Daggatt Director September 27, 2000
Diane Daggatt
/s/ Dennis Cline
Dennis Cline Director September 27, 2000
/s/ William A. Fleckenstein Director September 27, 2000
William A. Fleckenstein
</TABLE>
S-1
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
to
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
GO2NET, INC.
(Exact name of registrant as specified in its charter)
