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As filed with the Securities and Exchange Commission July 28, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): July 26, 2000
GO2NET, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 0-22047 91-1710182
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(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
999 THIRD AVENUE, SUITE 4700
SEATTLE, WA 98104
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(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)
Registrant's telephone number, including area code (206) 447-1595
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ITEM 5. OTHER EVENTS
On July 26, 2000, Go2Net, Inc. (the "Company"), InfoSpace, Inc.
("InfoSpace") and Giants Acquisition Corp., a wholly-owned subsidiary of
InfoSpace ("Merger Sub"), entered into a definitive Agreement and Plan of
Reorganization (the "Reorganization Agreement"). Pursuant to the
Reorganization Agreement and subject to the terms and conditions set forth
therein, Merger Sub will be merged with and into the Company (the "Merger"),
with the Company surviving the Merger and becoming a wholly-owned subsidiary
of InfoSpace. At the effective time of the Merger, all outstanding shares of
the Company's capital stock will be exchanged for shares of InfoSpace common
stock. At the effective time of the merger, options to purchase Company
capital stock will be exchanged for options to purchase shares of InfoSpace
common stock, and the exercise price and number of shares of Company capital
stock subject to each such Company option shall be appropriately adjusted to
reflect the exchange ratio. Each share of Company common stock will be
exchanged for 1.82 shares of InfoSpace common stock. The Merger is subject to
various conditions, including clearance under the Hart-Scott-Rodino Antitrust
Improvements Act and approval both of the Company's stockholders and
InfoSpace's stockholders. The transaction will qualify as a tax-free
reorganization, and the parties intend for it to be accounted for as a
pooling.
The Board of Directors of the Company unanimously approved the
Reorganization Agreement. In connection with the execution of the
Reorganization Agreement, the Company and InfoSpace entered into a Stock
Option Agreement, dated as of July 26, 2000 (the "Stock Option Agreement"),
pursuant to which the Company granted to InfoSpace an option to purchase up
to 19.9% of the outstanding shares of the Company, which option is
exercisable upon the occurrence of certain events specified in the Stock
Option Agreement. In addition, stockholders of the Company who beneficially
own in the aggregate approximately 38% of the Company's voting capital stock
entered into Company Voting Agreements with InfoSpace dated as of July 26,
2000, pursuant to which these stockholders have agreed to vote their shares
in favor of the Merger. Stockholders of InfoSpace who beneficially own in the
aggregate approximately 30% of InfoSpace's voting capital stock entered into
Parent Voting Agreements with Go2Net dated as of July 26, 2000, pursuant to
which these stockholders have agreed to vote their shares in favor of the
Merger.
A copy of the Reorganization Agreement, the Stock Option Agreement
and the forms of the Company Voting Agreements and the Parent Voting
Agreement are included in this report as Exhibits 2.1, 2.2, 2.3 and 2.4,
respectively. The foregoing description is qualified in its entirety by
reference to the full text of such exhibits. A joint press release announcing
these transactions is attached to this report as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
2.1 Agreement and Plan of Reorganization by and among
Go2Net, Inc., InfoSpace, Inc. and Giants
Acquisition Corp. dated as of July 26, 2000.
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2.2 Stock Option Agreement by and between Go2Net, Inc.
and InfoSpace, Inc. dated as of July 26, 2000.
2.3 Forms of Company Voting Agreement, between
InfoSpace, Inc. and certain stockholders of
Go2Net, Inc. dated as of July 26, 2000.
2.4 Form of Parent Voting Agreement between Go2Net, Inc.
and certain stockholders of InfoSpace, Inc. dated
as of July 26, 2000.
99.1 Joint Press Release, dated July 26, 2000
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GO2NET, INC.
Date: July 28, 2000 By: /s/ Michael J. Riccio, Jr.
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Michael J. Riccio, Jr.
Chief Operating Officer
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Exhibit Index
2.1 Agreement and Plan of Reorganization by and among
Go2Net, Inc., InfoSpace, Inc. and Giants Acquisition
Corp. dated as of July 26, 2000.
2.2 Stock Option Agreement by and between Go2Net, Inc.
and InfoSpace, Inc. dated as of July 26, 2000.
2.3 Forms of Company Voting Agreement, between
InfoSpace, Inc. and certain stockholders of
Go2Net, Inc. dated as of July 26, 2000.
2.4 Form of Parent Voting Agreement between Go2Net,
Inc. and certain stockholders of InfoSpace, Inc.
dated as of July 26, 2000.
99.1 Joint Press Release, dated July 26, 2000
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