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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
GO2NET, INC.
________________________________________________________________________________
(Name of Issuer)
COMMON STOCK
________________________________________________________________________________
(Title of Class of Securities)
383586 10 7
_______________________________________________________________
(CUSIP Number)
Ellen B. Alben
Senior Vice President, Legal and Business Affairs
InfoSpace, Inc.
601 108/th/ Avenue N.E., Suite 1200
Bellevue, Washington 98004
(425) 201-6100
Copies to:
Lawrence J. Steele, Esq.
Christopher Bellavia, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
5300 Carillon Point
Kirkland, Washington 98033
(425) 576-5800
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 26, 2000
_______________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13-1(e), 240.13d-(f) or 240.13d-1(g), check the
following box [_].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
InfoSpace, Inc. I.R.S. Identification No.: 91-1718107
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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7 SOLE VOTING POWER
NUMBER OF 6,239,917(3)
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 14,866,275(1)(2)
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 6,239,917(3)
WITH -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,106,192(1)(2)(3)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.3%
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14 TYPE OF REPORTING PERSON*
CO
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(1) 5,790,495 shares of Common Stock of Go2Net, Inc., a Delaware
corporation ("Go2Net") are subject to Voting Agreements entered into by
InfoSpace and certain stockholders of Go2Net (discussed in Items 3 and 4 below).
InfoSpace expressly disclaims beneficial ownership of any of the shares of
Go2Net Common Stock covered by the Voting Agreements. Based on the number of
shares of Go2Net Common Stock outstanding as of July 19, 2000 (as represented by
Go2Net in the Merger Agreement discussed in Items 3 and 4), the number of shares
of Go2Net Common Stock covered by the Voting Agreements represents approximately
18.5% of the outstanding Go2Net Common Stock.
(2) 9,075,780 shares of Go2Net Common Stock are issuable upon conversion of
300,000 shares of Go2Net Preferred Stock which are subject to Voting Agreements
entered into by InfoSpace and certain stockholders of Go2Net (discussed in Items
3 and 4 below). InfoSpace expressly disclaims beneficial ownership of any of
the shares of Go2Net Preferred Stock, or the shares of Common Stock issuable
upon conversion of such Preferred Stock, covered by the Voting Agreements.
Based on the number of shares of Go2Net Common Stock outstanding as of July 19,
2000 (as represented by Go2Net in the Merger Agreement discussed in Items 3 and
4), the number of shares of Go2Net Common Stock issuable upon conversion of the
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shares of Preferred Stock covered by the Voting Agreements represents
approximately 22.5% of the outstanding Go2Net Common Stock assuming conversion
of all outstanding shares of Go2Net Preferred Stock.
(3) 6,239,917 shares of Go2Net Common Stock are subject to a Stock Option
Agreement between InfoSpace and Go2Net. This option is exercisable under
certain circumstances in connection with a termination of the Merger Agreement.
Were it to be exercised, based on the number of shares of Go2Net Common Stock
outstanding as of July 19, 2000 (as represented by Go2Net in the Merger
Agreement discussed in Items 3 and 4), the option shares would represent
approximately 16.6% of the outstanding Go2Net Common Stock subsequent to the
exercise of the option.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock of Go2Net, par value $0.01 per
share. The principal executive offices of Go2Net are located at 999 Third
Avenue, Suite 4700, Seattle, Washington 98104.
ITEM 2. IDENTITY AND BACKGROUND.
The name of the corporation filing this statement is InfoSpace, Inc., a
Delaware corporation ("InfoSpace"). InfoSpace provides commerce, information
and communication infrastructure services for wireless devices, merchants and
Web sites. InfoSpace's principal business address is 601 108th Avenue N.E.,
Suite 1200, Bellevue, Washington 98004. The address of InfoSpace's executive
offices is the same as the address of its principal business.
Set forth on Schedule A is the name of each of the directors and executive
officers of InfoSpace along with the present principal occupation or employment
of such directors and executive officers and the name, principal business and
address of any corporation or other organization in which such employment is
conducted, as of the date hereof to InfoSpace's knowledge. To InfoSpace's
knowledge, each of the individuals identified on Schedule A is a citizen of the
United States.
Neither InfoSpace, nor to InfoSpace's knowledge any person named on
Schedule A hereto is required to disclose legal proceedings pursuant to Items
2(d) or 2(e).
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to an Agreement and Plan of Reorganization dated as of July 26,
2000 (the "Merger Agreement"), among InfoSpace, Giants Acquisition Corp., a
Delaware corporation ("Merger Sub") and Go2Net, and subject to the conditions
set forth therein (including approval by stockholders of InfoSpace and Go2Net),
Merger Sub will merge with and into Go2Net and Go2Net will become a wholly-owned
subsidiary of InfoSpace (such events constituting the "Merger"). Once the
Merger is consummated, Merger Sub will cease to exist as a corporation and all
of the business, assets, liabilities and obligations of Merger Sub will be
merged into Go2Net with Go2Net remaining as the surviving corporation (the
"Surviving Corporation").
As an inducement for InfoSpace to enter into the Merger Agreement and in
consideration thereof, certain stockholders of Go2Net entered into individual
agreements with InfoSpace (collectively the "Company Voting Agreements") whereby
each such stockholder (collectively, the "Go2Net Voting Agreement Stockholders")
agreed, severally and not jointly, to vote all of the shares of Go2Net Common
Stock and Preferred Stock beneficially owned by him in favor of adoption of the
Merger Agreement. InfoSpace did not pay additional consideration to any Go2Net
Voting Agreement Stockholder in connection with the execution and delivery of
the Company Voting Agreements.
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As a condition to InfoSpace's willingness to enter into the Merger
Agreement, Go2Net agreed to grant to InfoSpace an option to acquire up to
6,239,917 shares of Go2Net Common Stock pursuant to a stock option agreement
(the "Stock Option Agreement"). The Stock Option Agreement becomes exercisable
if the Merger Agreement is terminated under certain circumstances.
References to, and descriptions of, the Merger, the Merger Agreement, the
Company Voting Agreements and the Stock Option Agreement, as set forth in this
Schedule 13D are qualified in their entirety by reference to the copies of the
Merger Agreement, the Company Voting Agreements and the Stock Option Agreement
included as Exhibits to the Form 8-K filed by InfoSpace on August 2, 2000.
ITEM 4. PURPOSE OF TRANSACTION.
(a) Not applicable.
(b) As described in Item 3 above, this statement relates to the Merger of
Merger Sub, a wholly-owned subsidiary of InfoSpace, with and into Go2Net in a
statutory merger pursuant to the applicable provisions of Delaware Law. At the
effective time of the Merger, the separate existence of Merger Sub will cease
and Go2Net will continue as the Surviving Corporation and as a wholly-owned
subsidiary of InfoSpace. Immediately prior to the effective time of the Merger,
all issued and outstanding shares of Go2Net Preferred Stock will automatically
be converted into 30.2526 shares of Go2Net Common Stock. Each holder of
outstanding Go2Net Common Stock will receive, in exchange for each share of
Go2Net Common Stock held by such holder, 1.82 shares of InfoSpace Common Stock.
InfoSpace will assume each outstanding option to purchase Go2Net Common Stock
under Go2Net's stock option plans.
Pursuant to the Company Voting Agreements, the Go2Net Voting Agreement
Stockholders have agreed to vote their shares of Go2Net Common Stock and
Preferred Stock (plus any additional shares of Go2Net Common Stock and Go2Net
Preferred Stock and all additional options, warrants and other rights to acquire
shares of Go2Net Common Stock and Go2Net Preferred Stock) beneficially owned by
the Go2Net Voting Agreement Stockholders (the "Go2Net Voting Agreement Shares")
at every Go2Net stockholders meeting and every written consent in lieu of such a
meeting in favor of adoption of the Merger Agreement. The Company Voting
Agreements terminate upon the earlier to occur of (i) such date and time as the
Merger shall become effective in accordance with the terms and provisions of the
Merger Agreement, or (ii) such date and time as the Merger Agreement shall have
been terminated pursuant to Article VII thereof.
As a condition of InfoSpace's willingness to enter into the Merger
Agreement, Go2Net agreed to grant to InfoSpace an option to acquire up to
6,239,917 shares of Go2Net Common Stock pursuant to a stock option agreement
(the "Stock Option Agreement"). The Stock Option Agreement becomes exercisable
if the Merger Agreement is terminated under certain circumstances. The Stock
Option Agreement expires upon the earliest of (i) the effectiveness of the
Merger or (ii) twelve months after a termination of the Merger Agreement
pursuant to certain of its provisions.
As an inducement for Go2Net to enter into the Merger Agreement and in
consideration thereof, certain stockholders of InfoSpace entered into individual
agreements with Go2Net (collectively, the "Parent Voting Agreements") whereby
each such stockholder (collectively, the "InfoSpace Voting Agreement
Stockholders") agreed, severally and not jointly, to vote all of the shares of
InfoSpace Common Stock beneficially owned by him in favor of the issuance of
shares of InfoSpace Common Stock in the Merger. Go2Net did not pay additional
consideration to any InfoSpace Voting Agreement Stockholder in connection with
the execution and delivery of the Parent Voting Agreements.
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Pursuant to the Parent Voting Agreements, the InfoSpace Voting Agreement
Stockholders have agreed to vote their shares of InfoSpace Common Stock (plus
any additional shares of InfoSpace Common Stock and all additional options,
warrants and other rights to acquire shares of InfoSpace Common Stock)
beneficially owned by the InfoSpace Voting Agreement Stockholders (the
"InfoSpace Voting Agreement Shares") at every InfoSpace stockholders meeting and
every written consent in lieu of such a meeting in favor of the issuance of
shares of InfoSpace Common Stock in exchange for all outstanding capital stock
of Go2Net as set forth in the Merger Agreement. The Parent Voting Agreements
terminate upon the earlier to occur of (i) such date and time as the Merger
shall become effective in accordance with the terms and provisions of the Merger
Agreement, or (ii) such date and time as the Merger Agreement shall have been
terminated pursuant to Article VII thereof.
The purpose of the transactions under the Company Voting Agreements, the
Parent Voting Agreements and the Stock Option Agreement are to enable InfoSpace
and Go2Net to consummate the transactions contemplated under the Merger
Agreement.
(c) Not applicable.
(d) It is anticipated that upon consummation of the Merger, the directors
of the Surviving Corporation shall be the current directors of Merger Sub. The
initial officers of the Surviving Corporation shall be the current officers of
Merger Sub.
(e) Other than as a result of the Merger described in Item 3 above, not
applicable.
(f) Not applicable.
(g) Upon consummation of the Merger, the Certificate of Incorporation of
Merger Sub, as in effect immediately prior to the Merger, shall be the
Certificate of Incorporation of the Surviving Corporation until thereafter
amended as provided by Delaware Law and such Certificate of Incorporation. Upon
consummation of the Merger, the Bylaws of Merger Sub, as in effect immediately
prior to the Merger, shall be the Bylaws of the Surviving Corporation until
thereafter amended.
(h) - (i) If the Merger is consummated as planned, the Go2Net Common Stock
will be deregistered under the Act and delisted from The Nasdaq National Market.
(j) Other than described above, InfoSpace currently has no plans or
proposals which relate to, or may result in, any of the matters listed in Items
4(a) - (j) of Schedule 13D (although InfoSpace reserves the right to develop
such plans).
References to, and descriptions of, the Merger, the Merger Agreement, the
Company Voting Agreements and the Stock Option Agreement, as set forth in this
Schedule 13D are qualified in their entirety by reference to the copies of the
Merger Agreement, the Company Voting Agreements and the Stock Option Agreement
included as Exhibits to the Form 8-K filed by InfoSpace on August 2, 2000.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (b) As a result of the Company Voting Agreements, InfoSpace may be
deemed to be the beneficial owner of at least 14,866,275 shares of Go2Net Common
Stock (the "Shares"), 9,075,780 of which are issuable upon conversion of 300,000
shares of Go2Net Preferred Stock. The Shares constitute approximately 36.8% of
the issued and outstanding shares of Go2Net Common Stock based on the number of
shares of Go2Net Common Stock outstanding as of July 19, 2000 (as represented by
Go2Net in the Merger
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Agreement discussed in Items 3 and 4) assuming conversion of outstanding shares
of Go2Net Preferred Stock. InfoSpace may be deemed to have the shared power to
vote the Shares with respect to those matters described above. However,
InfoSpace (i) is not entitled to any rights as a stockholder of Go2Net as to the
Shares and (ii) disclaims any beneficial ownership of the shares of Go2Net
Common Stock which are covered by the Company Voting Agreements.
To InfoSpace's knowledge, no person listed on Schedule A has an ownership
interest in Go2Net.
Set forth on Schedule B are the names of the stockholders of Go2Net that
have entered into a Company Voting Agreement with InfoSpace, and their present
principal occupation or employment, including the name, principal business and
address of any corporation or other organization in which such employment is
conducted, to InfoSpace's knowledge.
To InfoSpace's knowledge, no transactions in the class of securities
reported have been effected during the past sixty days by any person named
pursuant to Item 2.
(c) To the knowledge of InfoSpace, no transactions in the class of
securities reported have been effected during the past sixty days by any person
named pursuant to Item 2.
(d) To the knowledge of InfoSpace, no other person has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the securities of Go2Net reported on herein.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Other than the Merger Agreement and the exhibits thereto, including the
voting agreements and the stock option agreement described herein, to the
knowledge of InfoSpace, there are no contracts, arrangements, understandings or
relationships among the persons named in Item 2 and between such persons and any
person with respect to any securities of Go2Net, including but not limited to
transfer or voting of any of the securities, finder's fees, joint ventures, loan
or option arrangement, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
The following documents are filed as exhibits:
A. * Form of Company Voting Agreement, dated July 26, 2000, between
InfoSpace, Inc. and certain stockholders of Go2Net, Inc.
B. * Agreement and Plan of Reorganization, dated as of July 26, 2000, by
and among InfoSpace, Inc., Giants Acquisition Corp. and Go2Net, Inc.
C. * Stock Option Agreement, dated July 26, 2000, among InfoSpace, Inc.
and Go2Net, Inc.
* Incorporated by reference to the 8-K filed by InfoSpace, Inc. on August
2, 2000.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 2, 2000 INFOSPACE, INC.
By: /s/ Ellen B. Alben
--------------------------------
Ellen B. Alben
Senior Vice President, Legal
and Business Affairs
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Schedule A
DIRECTORS AND EXECUTIVE OFFICERS OF
INFOSPACE, INC.
The following table sets forth the name, business address and present
principal occupation or employment of each director and executive officer of
InfoSpace. The address of each such person is c/o InfoSpace, Inc., 601 108/th/
Avenue N.E., Suite 1200, Bellevue, Washington 98004. To InfoSpace's knowledge,
each of the individuals identified below is a citizen of the United States.
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<CAPTION>
Present Principal Occupation and
Name and Title Name of Employer
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<S> <C>
Naveen Jain InfoSpace, Inc.
Chairman
Arun Sarin InfoSpace, Inc.
Chief Executive Officer, Vice Chairman and President,
Wireless Services
Ashok Narasimhan InfoSpace, Inc.
Chief Operating Officer, President, Merchant Services
and Director
Rand L. Rosenberg InfoSpace, Inc.
Chief Financial Officer and Senior Vice President,
Finance and Corporate Development
Ellen B. Alben InfoSpace, Inc.
Senior Vice President, Legal and Business Affairs and
Secretary
Rasipuram V. Arun InfoSpace, Inc.
Chief Technology Officer
Tammy D. Halstead InfoSpace, Inc.
Senior Vice President and Chief Accounting Officer
Joanne R. Harrell InfoSpace, Inc.
Senior Vice President, Human Resources and Facilities
Arif Janjua InfoSpace, Inc.
Senior Vice President, Corporate Development and
Content
Chris Nabinger InfoSpace, Inc.
Senior Vice President, Worldwide Operations
John E. Cunningham, IV President,
Kellett Investment Corporation
</TABLE>
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<TABLE>
<S> <C>
Director
Peter L. S. Currie EVP and Chief Administrative Officer,
Director Netscape Communications Corporation
David C. House President, Establishment Services Worldwide,
Director American Express Travel Related Services
Company, Inc.
Rufus W. Lumry, III President,
Director Acorn Ventures, Inc.
Carl Stork General Manager, Hardware Strategy and
Director Business Development,
Microsoft Corporation
</TABLE>
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Schedule B
The following table sets forth the name and present principal occupation or
employment of each Go2Net stockholder that entered into a voting agreement with
InfoSpace. Except as indicated below, the business address of each such person
is c/o Go2Net, Inc., 999 Third Avenue, Suite 4700, Seattle, Washington 98104.
Voting Agreement Stockholder Shares of Common Stock Subject to
Voting Agreement
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Russell C. Horowitz 2,875,736
Chief Executive Officer and Director
John Keister 68,000
President and Director
Michael J. Riccio, Jr. 136
Chief Operating Officer
Vulcan Ventures Incorporated 2,846,623
110 110/th/ Avenue N.E., Suite 550
Bellevue, Washington 98004
TOTAL COMMON STOCK 5,790,495
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Voting Agreement Stockholder Shares of Preferred Stock Subject to
Voting Agreement
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Vulcan Ventures Incorporated 300,000
110 110/th/ Avenue N.E., Suite 550
Bellevue, Washington 98004
TOTAL PREFERRED STOCK 300,000 *
* Automatically converted into 9,075,780 shares of Go2Net Common Stock
immediately prior to the effective time of the Merger.
