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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
THESTREET.COM, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
88368Q103
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(CUSIP Number)
AUGUST 7, 2000
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in 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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
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CUSIP NO. 88368Q103 13G PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Go2Net, Inc. IRS ID No. 91-1710182
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) [X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
NUMBER OF
SHARES Approximately 2,667,265 shares
BENEFICIALLY
OWNED BY ----- ----------------------------------------------
EACH 6 SHARED VOTING POWER
REPORTING
PERSON
WITH 0
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7 SOLE DISPOSITIVE POWER
Approximately 2,667,265 shares
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8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Approximately 2,667,265 shares
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.95%
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12 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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INTRODUCTORY NOTE
On August 7, 2000, TheStreet.com, Inc., a Delaware corporation (the
"Registrant"), entered into a Securities Purchase Agreement with Go2Net, Inc.
("Go2Net") and Vulcan Ventures Inc., pursuant to which, among other things, the
Registrant sold to Go2Net 670,167 shares of its common stock, par value $.01 per
share, at a purchase price of $5.56 per share. In addition, the Registrant
granted Go2Net an option, exercisable anytime within six (6) months of the date
of closing, to purchase an additional 7.45% of the Registrant's shares of common
stock outstanding immediately after the issuance of such stock, at a purchase
price of $13.50 per share.
ITEM 1 (a). NAME OF ISSUER: TheStreet.com, Inc.
ITEM 1 (b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
14 Wall Street 14th Floor
New York, NY 10005
ITEM 2 (a). NAME OF PERSON FILING: Go2Net, Inc.
ITEM 2 (b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Pier 70
2801 Alaskan Way, Suite 2000
Seattle, Washington 98121
ITEM 2 (c). CITIZENSHIP: Delaware.
ITEM 2 (d). TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.01
per share.
ITEM 2 (e). CUSIP NUMBER: 88368Q103
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR
13d-2(b) OR (C), CHECK WHETHER THE PERSON FILING IS A: not
applicable.
(a) / / Broker or dealer registered under Section 15 of the
Exchange Act;
(b) / / Bank as defined in Section 3(a)(6) of the Exchange
Act;
(c) / / Insurance company as defined in Section 3(a)(19) of
the Exchange Act;
(d) / / Investment company registered under Section 8 of the
Investment Company Act;
(e) / / An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
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(f) / / An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g) / / A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h) / / A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
(i) / / A church plan that is excluded from the definition of
an investment company under Section 3(c)(14) of the Investment Company Act;
(j) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned:2,667,225 shares (1)
(b). Percent of Class: 9.95%
(c) Number of Shares as to which Such Person has:
<TABLE>
<S> <C>
(i) sole power to vote or to direct the vote 2,667,265 shares(1)
(ii) shared power to vote or to direct the vote 0
(iii) sole power to dispose or to direct the disposition of 2,667,265 shares(1)
(iv) shared power to dispose or to direct the disposition of 0
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</TABLE>
(1) Amount beneficially owned is based upon 670,167 shares of Common Stock of
the Issuer owned by Go2Net plus an option to purchase 7.45% of the 26,806,684
shares of Common Stock of the Issuer issued and outstanding as of August 7,
2000. The number of shares for which the option is exercisable will be based
upon the issued and outstanding Common Stock of the Issuer at the time of
exercise. As such, the amount beneficially owned by Go2Net may differ based upon
the date on which Go2Net determines to exercise its option.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON
Not applicable.
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ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
(a) The following certification shall be included if the
statement filed pursuant to Section 240.13d-1(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
The following certification shall be included if the statement filed
pursuant to Section 240.13d-1(c):
(b) By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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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 and that by signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.
Dated: August 17, 2000.
GO2NET, INC.
By: /s/ Russell C. Horowitz
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Russell C. Horowitz
Go2Net, Inc.'s Chief Executive Officer
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
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 for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
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