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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
InfoSpace, Inc.
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(Name of Issuer)
Common Stock, $.0001 par value
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(Title of Class of Securities)
45678T 102
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(Cusip Number)
Russell C. Horowitz
Go2Net, Inc.
Pier 70
2801 Alaskan Way
Seattle, WA 98121
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 26, 2000
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(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 that is the subject of this Schedule 13D, and is filing the
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 249.13d-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 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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CUSIP No. 45678T 102 Page 2 of 9
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1. Names of Reporting Person.
I.R.S. Identification Nos. of above persons (entities only).
Go2Net, Inc.
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) / /
Not Applicable
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3. SEC Use Only
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4. Source of Funds (See Instructions)
00
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) / /
Not Applicable
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6. Citizenship or Place of Organization
State of Delaware
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Number of 7. Sole Voting Power
0
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Shares Beneficially
8. Shared Voting Power
55,529,597 (1)
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Owned by Each
9. Sole Dispositive Power
0
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Reporting Person With 10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
55,529,597 (1)
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) / /
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13. Percent of Class Represented by Amount in Row (11)
24.1%
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14. Type of reporting Person (See Instructions)
CO
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(1) 55,529,597 shares of common stock of InfoSpace, Inc. are subject to voting
agreements entered into by Go2Net, Inc. and certain stockholders of InfoSpace
(discussed in Items 3 and 4
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CUSIP No. 45678T 102 Page 3 of 9
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below). Go2Net expressly disclaims beneficial ownership of any of the shares of
InfoSpace common stock covered by the voting agreements.
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the common stock, $.0001 par value per share (the
"InfoSpace Common Stock"), of InfoSpace, Inc., a Delaware corporation
("InfoSpace"). The principal executive offices of InfoSpace are located at 601
108th Avenue NE, Suite 1200, Bellevue, WA 98004.
ITEM 2. IDENTITY AND BACKGROUND
The name of the corporation filing this statement is Go2Net, Inc., a Delaware
corporation ("Go2Net"). Go2Net offers through the World Wide Web a network of
branded properties and aggregated content in the categories of search and
directory, small business and electronic commerce services, personal finance and
multi-player games. The executive offices of Go2Net are located at Pier 70, 2801
Alaskan Way, Suite 200, Seattle, WA 98121.
Set forth on Schedule I is the name of each of the directors and executive
officers of Go2Net and their principal occupation or employment, including the
name, principal business and address of any corporation or other organization in
which such employment is conducted, as of the date hereof to Go2Net's knowledge.
Neither Go2Net, nor to Go2Net's knowledge, any person named on Schedule I hereto
is required to disclose legal proceedings pursuant to Items 2(d) or 2(e) of this
Schedule 13D. To Go2Net's knowledge each of the individuals identified on
Schedule I is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to an Agreement and Plan of Reorganization (the "Merger Agreement")
dated July 26, 2000 by and among Go2Net, InfoSpace and Giants Acquisition Corp.,
a wholly owned subsidiary of InfoSpace ("Giants"), and subject to the conditions
set forth therein (including approval by the stockholders of Go2Net and
InfoSpace), Giants will be merged with and into Go2Net (the "Merger"), Go2Net
will become a wholly owned subsidiary of InfoSpace and shares of Go2Net capital
stock will be exchanged for shares of InfoSpace Common Stock, in accordance with
the Merger Agreement. Once the Merger is consummated, Giants will cease to exist
as a corporation, and all of the business, assets, liabilities and obligations
of Giants will be merged into Go2Net with Go2Net remaining as the surviving
corporation.
As an inducement for Go2Net to enter into the Merger Agreement and in
consideration thereof, certain stockholders of InfoSpace (the "Parent
Stockholders") entered into individual voting agreements with Go2Net (together
the "Parent Voting Agreements") whereby each Parent Stockholder agreed,
severally and not jointly, to vote all shares of InfoSpace Common Stock
beneficially owned by him in favor of the issuance of shares of InfoSpace Common
Stock pursuant to the Merger. Go2Net did not pay additional consideration to any
Parent Stockholder in connection with the execution and delivery of the Parent
Voting Agreements.
References to, and descriptions of, the Merger, the Merger Agreement and the
Parent Voting Agreements as set forth herein are qualified in their entirety by
reference to the copies of the Merger Agreement and the Parent Voting Agreements
respectively, included as Exhibits to the
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CUSIP No. 45678T 102 Page 4 of 9
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Form 8-K filed by Go2Net on July 31, 2000 and are incorporated herein in their
entirety where such references and descriptions appear.
ITEM 4. PURPOSE OF TRANSACTION
(a) Not applicable.
(b) As described in Item 3 above, this Schedule 13D relates to the Merger of
Giant, a wholly-owned subsidiary of InfoSpace, with and into Go2Net in a
statutory merger pursuant to the Delaware General Corporation Law. At the
effective time of the Merger, the separate existence of Giants will cease, and
Go2Net will continue as the surviving corporation and as a wholly-owned
subsidiary of InfoSpace. Each outstanding share of common stock, par value $.01
per share, of Go2Net (the "Go2Net Common Stock") will be exchanged into the
right to 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 Parent Voting Agreements, the Parent 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 Parent
Stockholders (the "Parent Shares") at every InfoSpace stockholders meeting and
every written consent in lieu of such a meeting in favor of approval of the
issuance of shares of InfoSpace Common Stock pursuant to the Merger. The Parent
Stockholders have irrevocably appointed the directors of Go2Net as their lawful
attorney and proxy for the limited purpose of voting each of the Parent Shares
in favor of the issuance of shares of InfoSpace Common Stock pursuant to the
Merger. The Parent Stockholders may vote the Parent Shares on all other matters.
The Parent Voting Agreements terminate upon the earlier to occur of (i) the
termination of the Merger Agreement pursuant to Article VII thereof or (ii) the
effective time of the Merger.
As an inducement for InfoSpace to enter into the Merger Agreement and in
consideration thereof, certain stockholders of Go2Net (the "Company
Stockholders") entered into individual voting agreements with InfoSpace
(together the "Company Voting Agreements") whereby each Company Stockholder
agreed, severally and not jointly, to vote all shares Go2Net Common Stock
beneficially owned by him in favor of the Merger Agreement. InfoSpace did not
pay additional consideration to any Company Stockholder in connection with the
execution and delivery of the Company Voting Agreements.
Pursuant to the Company Voting Agreements, the Company Stockholders have agreed
to vote their shares of Go2Net Common Stock (plus any additional shares of
Go2Net Common Stock and Preferred Stock and all additional options, warrants and
other rights to acquire shares of Go2Net Common Stock and Preferred Stock)
beneficially owned by the Company Stockholders (the "Company Shares") at every
Go2Net stockholders meeting and every written consent in lieu of such a meeting
in favor of approval of the Merger Agreement. The Company Stockholders have
irrevocably appointed the directors of InfoSpace as their lawful attorney and
proxy for the limited purpose of voting each of the Company Shares in favor of
the Merger Agreement. The Company Stockholders may vote the Company Shares on
all other matters. The Company Voting Agreements terminate upon the earlier to
occur of (i) the termination of the Merger Agreement pursuant to Article VII
thereof or (ii) the effective time of the Merger.
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CUSIP No. 45678T 102 Page 5 of 9
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The purpose of the transactions under the Parent Voting Agreements and Company
Voting Agreements is to enable Go2Net and InfoSpace to consummate the
transactions contemplated under the Merger Agreement.
(c) Not applicable.
(d) It is anticipated that upon the effective time of the Merger, the board of
directors of InfoSpace will be eight (8) including Russell C. Horowitz, William
Savoy and a designee of Messrs. Horowitz and Savoy acceptable to InfoSpace.
(e) Other than the issuance of shares of InfoSpace Common Stock pursuant to the
Merger Agreement, not applicable.
(f) Not applicable.
(h) Not applicable.
(i) Not applicable.
(j) Not applicable.
References to, and descriptions of, the Merger, the Merger Agreement, the Parent
Voting Agreements and the Company Voting Agreements as set forth herein are
qualified in their entirety by reference to the copies of the Merger Agreement,
the Parent Voting Agreements and the Company Voting Agreements respectively,
included as Exhibits to the Form 8-K filed by Go2Net on July 31, 2000 and are
incorporated herein in their entirety where such references and descriptions
appear.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) As a result of the Parent Voting Agreements, Go2Net may be deemed to be
the beneficial owner of approximately 55,529,597 shares of InfoSpace Common
Stock. Such InfoSpace Common Stock constitutes approximately 24.1% of the issued
and outstanding shares of InfoSpace Common Stock based on the number of shares
of InfoSpace Common Stock outstanding as of June 30, 2000 (as represented by
InfoSpace in the Merger Agreement discussed in Items 3 and 4). Go2Net may be
deemed to have the shared power to vote the shares with respect to those matters
described above. However, Go2Net (i) is not entitled to any rights as a
stockholder of InfoSpace as to the shares and (ii) disclaims any beneficial
ownership of the shares of InfoSpace Common Stock which are covered by the
Parent Voting Agreements.
To Go2Net's knowledge, no person listed on Schedule I has an ownership interest
in InfoSpace.
Set forth on Schedule II is the name of each Parent Stockholder and such Parent
Stockholder's principal occupation or employment, including the name, principal
business and address of any corporation or other organization in which such
employment is conducted, to Go2Net's knowledge.
(c) Go2Net, to its knowledge, has not effected any transactions in the class of
securities reported on herein during the past sixty (60) days.
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CUSIP No. 45678T 102 Page 6 of 9
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(d) To the knowledge of Go2Net, no person has the right to receive or the power
to direct the receipt of dividends from, or the proceeds form the sale of, the
securities of InfoSpace reported on herein.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Other than the Merger Agreement and the exhibits thereto, including the Parent
Voting Agreements, to the knowledge of Go2Net, there are no contracts,
arrangements, understandings or relationships among the persons named in Item 2
or between such persons and any person with respect to any securities of
InfoSpace, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees or profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following documents are filed as exhibits:
1. Agreement and Plan of Reorganization dated as of July 26, 2000 by and among
Go2Net, Inc., InfoSpace, Inc. and Giants Acquisition Corp. (incorporated by
reference to exhibits to the Report on Form 8-K filed by Go2Net, Inc. on July
31, 2000 File No. 001-12883).
2. Form of Parent Voting Agreement dated July 26, 2000 by and between Go2Net,
Inc. and certain stockholders of InfoSpace, Inc. (incorporated by reference to
exhibits to the Report on Form 8-K filed by Go2Net, Inc. on July 31, 2000 File
No. 001-12883).
3. Form of Company Voting Agreement dated July 26, 2000 by and between
InfoSpace, Inc. and certain stockholders of Go2Net, Inc. (incorporated by
reference to exhibits to the Report on Form 8-K filed by Go2Net, Inc. on July
31, 2000 File No. 001-12883).
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CUSIP No. 45678T 102 Page 7 of 9
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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 GO2NET, INC.
By: /s/ Michael J. Riccio, Jr.
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Michael J. Riccio, Jr.
Chief Operating Officer
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CUSIP No. 45678T 102 Page 8 of 9
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Schedule I
Executive Officers and Employee Directors of Go2Net
<TABLE>
<CAPTION>
Name Principal Occupation or Employment
<S> <C>
Russell C. Horowitz Chief Executive Officer and Chairman of the Board
John Keister President
Michael J. Riccio, Jr. Chief Operating Officer
Richard Thompson Chief Financial Officer
Eric Zocher Chief Technology Officer
</TABLE>
All individuals named in the above table are employed by Go2Net, Inc. The
address of Go2Net's principal offices is 2801 Alaskan Way, Suite 200, Seattle,
WA 98121.
Non-Employee Directors of Go2Net
<TABLE>
<CAPTION>
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NAME PRINCIPAL OCCUPATION OR NAME AND ADDRESS OF PLACE OF PRINCIPAL
EMPLOYMENT EMPLOYMENT
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<S> <C> <C>
William Savoy President of Vulcan Northwest Vulcan Ventures Incorporated
Inc. 110 110th Street
Seattle, WA 98104
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Diane Daggatt Investment analyst at Vulcan Vulcan Ventures Incorporated
Northwest Inc. 110 110th Street
Seattle, WA 98104
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Dennis Cline Chief Executive Officer of Direct Web, Inc.
DirectWeb, Inc. 40 Landing Ct.
Moorstown, NJ 08057
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William Fleckenstein President of Fleckenstein Fleckenstein Capital, Inc.
Capital, Inc. 600 University Street, Suite 3011
Seattle, WA 98101
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</TABLE>
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CUSIP No. 45678T 102 Page 9 of 9
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Schedule II
<TABLE>
<CAPTION>
NUMBER OF SHARES OF INFOSPACE
PARENT VOTING AGREEMENT STOCKHOLDER COMMON STOCK BENEFICIALLY OWNED
<S> <C>
Naveen Jain 49,790,614
Rufus Lumry 5,719,319
Arun Sarin 4,000
</TABLE>
<TABLE>
<CAPTION>
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PARENT VOTING AGREEMENT PRINCIPAL OCCUPATION OR NAME AND ADDRESS OF PLACE OF
STOCKHOLDER EMPLOYMENT PRINCIPAL EMPLOYMENT
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<S> <C> <C>
Naveen Jain Chairman of the Board of InfoSpace, Inc.
InfoSpace, Inc. 601 108th Avenue NE, Suite 1200
Bellevue, WA 98004
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Rufus Lumry President of Acorn Ventures, Inc. Acorn Ventures, Inc.
1309 114th Street, Ste. 200
Bellevue, WA 98004
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Arun Sarin Chief Executive Officer of InfoSpace, Inc.
InfoSpace, Inc. 601 108th Avenue NE, Suite 1200
Bellevue, WA 98004
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</TABLE>
