As filed with the Securities and Exchange Commission on October 12, 2000.
Registration
Number 333-46708
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
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
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(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
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(Name, address and telephone number of agent for service)
<PAGE>
Registration Statement No. 333-46708 (the "Registration Statement") covered
an aggregate of 1,000,000 shares of Common Stock, par value $.01 per share
("Go2Net Common Stock"), of Go2Net, Inc., a Delaware corporation ("Go2Net"),
consisting of shares issuable by Go2Net pursuant to the Go2Net, Inc. 1999
Employee Stock Purchase Plan on a delayed or continuous basis.
On October 12, 2000, pursuant to the terms of an Agreement and Plan of
Reorganization, dated as of July 26, 2000 (the "Merger Agreement"), by and among
Go2Net, InfoSpace, Inc., a Delaware corporation ("InfoSpace"), and Giants
Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of
InfoSpace ("Merger Sub"), Go2Net became a wholly-owned subsidiary of InfoSpace
and each share of Go2Net Common Stock was converted into 1.82 shares of the
Common Stock, par value $0.0001 per share, of InfoSpace. In connection with this
transaction, Go2Net has filed a Certification and Notice of Termination of
Registration under 12(g) of the Securities Exchange Act of 1934 to terminate the
registration of Go2Net Common Stock.
Pursuant to Rule 478 promulgated under the Securities Act of 1933, as
amended (the "Act") and the undertaking contained in the Registration Statement
pursuant to Item 512(a)(3) of Regulation S-K under the Act, Go2Net hereby
removes from registration the shares of Go2Net Common Stock that remain unsold
as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, Go2Net has duly caused this post-effective amendment no. 1 to the
registration statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Seattle, State of
Washington, on this 12th day of October, 2000.
GO2NET, INC.
By: /s/ Russell C. Horowitz
Russell C. Horowitz
Chairman and Chief Executive Officer
