<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 17, 1998
Registration No. 333-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
INFOSPACE.COM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 91-1718107
(State or other jurisdiction of (I.R.S. EMPLOYER IDENTIFICATION NO.)
incorporation or organization)
15375 N.E. 90TH STREET
REDMOND, WASHINGTON 98052
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
INFOSPACE.COM, INC. 1998 EMPLOYEE STOCK PURCHASE PLAN
INFOSPACE.COM, INC. RESTATED 1996 FLEXIBLE STOCK INCENTIVE PLAN OPTIONS TO
PURCHASE AN AGGREGATE OF 19,688 SHARES OF COMMON STOCK GRANTED PURSUANT TO
INDIVIDUAL LETTER AGREEMENTS
(FULL TITLE OF THE PLANS)
NAVEEN JAIN
CHIEF EXECUTIVE OFFICER
INFOSPACE.COM, INC.
15375 N.E. 90TH STREET
REDMOND, WASHINGTON 98052
(425) 882-1602
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
______________________
COPY TO:
STEPHEN M. GRAHAM
PERKINS COIE LLP
1201 THIRD AVENUE, 40TH FLOOR
SEATTLE, WASHINGTON 98101-3099
______________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================
TITLE OF SECURITIES NUMBER TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED(1) OFFERING PRICE AGGREGATE OFFERING REGISTRATION
Common Stock, $.0001 par value, subject to outstanding PRICE FEE
options with fixed exercise prices under the:
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
InfoSpace.com, Inc. Restated 1996 Flexible Stock 962,500 $ 0.02 $ 19,250.00 $ 6.00
Incentive Plan (2) 9,948 3.00 29,844.00 9.00
351,927 4.00 1,407,708.00 392.00
1,000 5.00 5,000.00 2.00
6,000 6.00 36,000.00 10.00
55,500 7.50 416,250.00 116.00
61,000 8.00 488,000.00 136.00
73,550 12.00 882,600.00 246.00
- ---------------------------------------------------------------------------------------------------------------------------------
Individual Stock Option Letter Agreements (2) 19,688 $ 0.02 $ 393.76 $ 1.00
- ---------------------------------------------------------------------------------------------------------------------------------
COMMON STOCK, $.0001 PAR VALUE, NOT SUBJECT TO
OUTSTANDING OPTIONS OR NOT HAVING FIXED EXERCISE
PRICES UNDER THE:
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
InfoSpace.com, Inc. 1998 Employee Stock Purchase Plan 450,000 $22.75 $10,237,500.00 $ 2,847.00
(3)
InfoSpace.com, Inc. Restated 1996 Flexible Stock 1,477,096 $22.75 $33,603,934.00 $ 9,342.00
Incentive Plan (3)
=================================================================================================================================
TOTAL: 3,468,209 $13,107.00
=================================================================================================================================
</TABLE>
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
such employee benefit plans as the result of any future stock split, stock
dividend or similar adjustment of the Registrant's outstanding Common
Stock.
(2) Based upon the exercise prices of options granted as of the date of filing
this Registration Statement.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933, as amended. The
price per share is estimated to be $22.75 based on the average of the high
($26.00) and low ($19.50) sales prices for the Common Stock on December 15,
1998 as reported on the Nasdaq National Market.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference in this Registration
Statement:
(a) The Registrant's prospectus (the "Prospectus") filed with the
Securities and Exchange Commission (the "Commission") on December 15, 1998
pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the
"Securities Act");
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the Prospectus referred to in
(a) above; and
(c) The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A filed on December 3, 1998, under Section
12(g) of the Exchange Act, including any amendments or reports for the purpose
of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment, which indicates that the securities offered hereby
have been sold or which deregisters the securities covered hereby then remaining
unsold, shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "DGCL") provides
that a corporation may indemnify its directors and officers, as well as other
employees and individuals, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation--a
"derivative action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with the
defense or settlement of such actions, and the statute requires court approval
before there can be any indemnification in which the person seeking
indemnification has been found liable to the corporation. The statute provides
that it is not exclusive of other indemnification that may be granted by a
corporation's charter, bylaws, disinterested director vote, stockholder vote,
agreement or otherwise.
Section 10 of the Registrant's Restated Bylaws requires indemnification to
the full extent permitted under Delaware law as it now exists or may hereafter
be amended. Subject to any restrictions imposed by Delaware law, the Restated
Bylaws provide an unconditional right to indemnification for all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid in settlement) actually and reasonably
incurred or suffered by any person in connection with any actual or threatened
action, suit or proceeding, whether civil, criminal, administrative or
investigative (including, to the extent permitted by law, any derivative action)
by reason of the fact that such person is or was serving as a director or
officer of the Registrant or that, being or having been a director or officer of
the Registrant, such person is or was serving at the request of the Registrant
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan. The Restated Bylaws also provide that the Registrant
may, by action of its Board of Directors, provide indemnification to its
employees and agents with the same scope and effect as the foregoing
indemnification of directors and officers.
Section 102 (b) (7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability for (i) any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of
II-1
<PAGE>
law, (iii) payments of unlawful dividends or unlawful stock repurchases or
redemptions, or (iv) any transaction from which the director derived an improper
personal benefit.
Article 10 of the Registrant's Restated Certificate of Incorporation
provides that to the full extent that the DGCL, as it now exists or may
hereafter be amended, permits the limitation or elimination of the liability of
directors, a director of the Registrant shall not be liable to the Registrant or
its stockholders for monetary damages for breach of fiduciary duty as a
director. Any amendment to or repeal of such Article 10 shall not adversely
affect any right or protection of a director of the Registrant for or with
respect to any acts or omissions of such director occurring prior to such
amendment or repeal.
The Registrant has entered into certain indemnification agreements with its
officers and directors. These agreements, among other things, indemnify the
Company's directors and officers for certain expenses (including attorneys'
fees), judgments, fines and settlement amounts incurred by such persons in any
action or proceeding, including any action by or in the right of the Company,
arising out of such person's services as a director or officer of the Company,
any subsidiary of the Company or any other company or enterprise to which the
person provides services at the request of the Company.
II-2
<PAGE>
Item 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- -------------- ------------------------------------------------------------------------------
<C> <S>
5.1 Opinion of Perkins Coie LLP regarding legality of the Common Stock being
registered
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Perkins Coie LLP (included in opinion filed as Exhibit 5.1)
24.1 Power of Attorney (see signature page)
99.1 InfoSpace.com, Inc. 1998 Employee Stock Purchase Plan (incorporated by
reference to Exhibit 10.3 to the Registration Statement on Form S-1)
99.2 InfoSpace.com, Inc. Restated 1996 Flexible Stock Incentive Plan
(incorporated by reference to Exhibit 10.2 to the Registration Statement on
Form S-1)
99.3 Form of Nonqualified Stock Option Letter Agreement
</TABLE>
ITEM 9. UNDERTAKINGS
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this Registration
Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
- -------- -------
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-3
<PAGE>
C. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Redmond, State of
Washington, on the 15th day of December, 1998.
INFOSPACE.COM, INC.
By: /s/ ELLEN B. ALBEN
----------------------
Ellen B. Alben, Vice President, Legal and
Business Affairs and Secretary
Each person whose individual signature appears below hereby authorizes
Naveen Jain and Ellen B. Alben, or either of them, as attorneys-in-fact with
full power of substitution, to execute in the name and on the behalf of each
person, individually and in each capacity stated below, and to file, any and all
amendments to this Registration Statement, including any and all post-effective
amendments.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on the 15th day of December, 1998.
<TABLE>
<CAPTION>
SIGNATURE Title
--------- -----
<S> <C>
/s/ NAVEEN JAIN Chairman of the Board and Chief Executive Officer (Principal
- -------------------------------- Executive Officer)
Naveen Jain
/s/ DOUGLAS A. BEVIS Vice President and Chief Financial Officer (Principal
- -------------------------------- Financial Officer)
Douglas A. Bevis
/s/ TAMMY D. HALSTEAD Vice President and Chief Accounting Officer (Principal
- -------------------------------- Accounting Officer)
Tammy D. Halstead
/s/ BERNEE D.L. STROM President, Chief Operating Officer and Director
- --------------------------------
Bernee D.L. Strom
/s/ JOHN E. CUNNINHGAM, IV Director
- --------------------------------
John E. Cunningham, IV
/s/ PETER L.S. CURRIE Director
- --------------------------------
Peter L.S. Currie
/s/ GARY C. LIST Director
- --------------------------------
Gary C. List
/s/ RUFUS LUMRY Director
- --------------------------------
Rufus Lumry
/s/ CARL STORK Director
- --------------------------------
Carl Stork
</TABLE>
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- --------------- ---------------------------------------------------------------------------
<C> <S>
5.1 Opinion of Perkins Coie LLP regarding legality of the Common Stock being
registered
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Perkins Coie LLP (included in opinion filed as Exhibit 5.1)
24.1 Power of Attorney (see signature page)
99.1 InfoSpace.com, Inc. 1998 Employee Stock Purchase Plan (incorporated by
reference to Exhibit 10.3 to the Registration Statement on Form S-1)
99.2 InfoSpace.com, Inc. Restated 1996 Flexible Stock Incentive Plan
(incorporated by reference to Exhibit 10.2 to the Registration Statement on
Form S-1)
99.3 Form of Nonqualified Stock Option Letter Agreement
</TABLE>
<PAGE>
EXHIBIT 5.1
PERKINS COIE LLP
A Law Partnership Including Professional Corporations
1201 Third Avenue, 40th Floor, Seattle, Washington 98101-3099
Telephone: 206 583-8888 Facsimile: 206 583-8500
December 15, 1998
InfoSpace.com, Inc.
15375 N.E. 90th Street
Redmond, Washington 98052
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to you in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), which you are filing with the
Securities and Exchange Commission with respect to 3,468,209 shares of Common
Stock, par value $.0001 per share (the "Shares"), which may be issued as
follows: 450,000 shares pursuant to the InfoSpace.com, Inc. 1998 Employee Stock
Purchase Plan; 2,998,521 shares pursuant to the InfoSpace.com, Inc. Restated
1996 Flexible Stock Incentive Plan; and 19,688 shares pursuant to three
individual stock option letter agreements.
Based upon and subject to the foregoing, we are of the opinion that any
original issuance Shares that may be issued pursuant to the plans and letter
agreements have been duly authorized and that, upon the due execution by the
Company and the registration by its registrar of such Shares and the sale
thereof by the Company in accordance with the terms of the plans and letter
agreements, and the receipt of consideration therefor in accordance with the
terms of the plans and letter agreements, such Shares will be validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ PERKINS COIE LLP
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
InfoSpace.com, Inc. on Form S-8 of our report dated November 17, 1998 (December
14, 1998 as to Note 10) on the consolidated financial statements of
InfoSpace.com, Inc. and subsidiary appearing in the Prospectus filed pursuant to
Rule 424(b) under the Securities Act of 1933 that relates to Amendment No. 7 to
Registration Statement No. 333-62323 of Infospace.com, Inc. on Form S-1.
Deloitte & Touche LLP
Seattle, Washington
December 15, 1998
<PAGE>
EXHIBIT 99.3
INFOSPACE, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
-----------------------------------
This Agreement is made as of__________ (the "GRANT DATE"), between InfoSpace,
Inc., a Delaware corporation (the "COMPANY"), and _____________ ("OPTIONEE").
WHEREAS, pursuant to that certain Agreement and Plan of Merger dated as of May
12, 1998, between InfoSpace, Inc., Outpost Network, Inc., certain stockholders
of Outpost, and Outpost Acquisition, Inc. (the "Merger Plan Agreement"), the
Company agreed to grant nonqualified stock options ("NSOs") to purchase a total
of 298,000 shares of the Company's common stock at an exercise price of $.01 per
share to certain former OutPost employees, such as Optionee, to be retained by
the Company;
WHEREAS, the grant of the option described in this Agreement is made pursuant
to the Merger Plan Agreement, the terms and conditions of this Agreement and,
with the exception of option price terms, upon the other terms and conditions of
the Restated 1996 Flexible Stock Incentive Plan (the "Plan"), a copy of which is
incorporated into this Agreement by reference.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the parties to this Agreement hereby agree as follows:
1. OPTION GRANT. The Company hereby grants to Optionee the right and option
to purchase from the Company on the terms and conditions hereinafter set forth,
all or any part of an aggregate of ________ shares of the Company's Common Stock
(the "STOCK"). This option is not intended to qualify as an incentive stock
option under Section 422 of the Internal Revenue Code of 1986, as amended (the
"CODE").
2. OPTION PRICE. The purchase price of the Stock subject to this option
shall be $0.01 per share. The term "OPTION PRICE" as used in this Agreement
refers to the per share purchase price of the Stock subject to this option.
3. OPTION PERIOD. This option shall be exercisable only during the option
period (the "OPTION PERIOD"), and during such Option Period, the exercisability
of the option shall be subject to the limitations of paragraph 4 and the vesting
provisions of paragraph 5. The Option Period shall commence on the Grant Date
and except as provided in paragraph 4, shall terminate ten years from the Grant
Date (the "TERMINATION DATE").
4. LIMITS ON OPTION PERIOD. The Option Period may end before the Termination
Date, as follows:
(a) If Optionee ceases to be a bona fide employee of or service
provider to the Company or an Affiliate (as defined in the Plan) for any reason
other than disability or death during the Option Period, unless otherwise
determined by the Plan Administrator, (i) the Option Period shall terminate
three months after the date of such cessation of employment or service or on the
Termination Date, whichever shall first occur, and (ii) the option shall be
exercisable only to the extent provided under paragraph 5 on the date of
Optionee's cessation of employment or service and thereafter shall cease to be
exercisable. In the case of termination of Optionee's employment or services for
cause, the option shall automatically terminate upon first notification to
Optionee of such termination, unless the Plan Administrator determines
otherwise. All of
<PAGE>
Optionee's rights under this option shall be suspended during any investigation
of whether Optionee should be terminated for cause.
The term "CAUSE" as used in this Agreement means dishonesty, fraud,
misconduct, unauthorized use or disclosure of confidential information or trade
secrets, or conviction or confession of a crime punishable by law (except minor
violations), in each case as determined by the Plan Administrator, and its
determination shall be conclusive and binding.
The term "DISABILITY" as used in this Agreement means a mental or physical
impairment of Optionee that is expected to result in death or that has lasted or
is expected to last for a continuous period of 12 months or more and that causes
Optionee to be unable, in the opinion of the Company and two independent
physicians, to perform duties for the Company and to be engaged in any
substantial gainful activity. Disability shall be deemed to have occurred on
the first day after the Company and the two independent physicians have
furnished their opinion of disability to the Plan Administrator.
(b) If Optionee dies while in the employ of or service to the
Company or any of its Affiliates, unless otherwise determined by the Plan
Administrator, (i) the Option Period shall end one year after the date of death
or on the Termination Date, whichever shall first occur, and (ii) Optionee's
executor or administrator or the person or persons to whom Optionee's rights
under this option shall pass by will or by the applicable laws of descent and
distribution may exercise this option only to the extent exercisable under
paragraph 5 on the date of Optionee's death.
(c) If Optionee's employment or service is terminated by reason of
disability, unless otherwise determined by the Plan Administrator, (i) the
Option Period shall end one year after the date of Optionee's cessation of
employment or service or on the Termination Date, whichever shall first occur,
and (ii) the option shall be exercisable only to the extent exercisable under
paragraph 5 on the date of Optionee's cessation of employment or service.
(d) If Optionee is on a leave of absence from the Company or an
Affiliate because of Optionee's disability, or for the purpose of serving the
government of the country in which the principal place of employment of Optionee
is located, either in a military or civilian capacity, or for such other purpose
or reason as the Plan Administrator may approve, Optionee shall not be deemed
during the period of such absence, by virtue of such absence alone, to have
terminated employment or service with the Company or an Affiliate except as the
Plan Administrator may otherwise expressly provide.
5. VESTING OF RIGHT TO EXERCISE OPTIONS. Subject to other limitations
contained in this Agreement, the Optionee shall have the right to exercise this
option in accordance with the following schedule:
(a) As to 25% of the total number of shares of Stock covered by the
option, at any time after one year from the vesting commencement date, which is
___________ (the "Vesting Commencement Date");
(b) As to an additional 2.08333% of the total number of shares of
Stock covered by the option, at any time after the end of each one-month period
thereafter, such that the option shall be fully exercisable four years after the
Vesting Commencement Date.
(c) Any portion of the option that is not exercised shall
accumulate and may be exercised at any time during the Option Period prior to
the Termination Date. No partial exercise of this option may be for less than 5%
of the total number of shares of Stock then available under this option. In no
event shall the Company be required to issue fractional shares.
<PAGE>
6. METHOD OF EXERCISE. Optionee may exercise the option with respect to all
or any part of the shares of Stock then subject to such exercise as follows:
(a) By giving the Company written notice of such exercise,
specifying the number of such shares of Stock as to which this option is
exercised. Such notice shall be accompanied by an amount equal to the Option
Price of such shares, in the form of any one or combination of the following:
(i) cash; (ii) a certified check, bank draft, postal or express money order
payable to the order of the Company in lawful money of the United States; (iii)
shares of Stock valued at fair market value; or (iv) if authorized for Optionee
by the Plan Administrator, notes. The shares of Stock shall be valued in
accordance with procedures established by the Plan Administrator. Any note used
to exercise this option shall be a full recourse, interest-bearing obligation
containing such terms as the Plan Administrator shall determine. If a note is
used, the Optionee agrees to execute such further documents as the Plan
Administrator may deem necessary or appropriate in connection with issuing the
note, perfecting a security interest in the Stock purchased with the note, and
any related terms or conditions that the Plan Administrator may propose. Such
further documents may include, not by way of limitation, a security agreement,
an escrow agreement, a voting trust agreement and an assignment separate from
certificate. In the event that the exercise price is satisfied by the Plan
Administrator retaining from the shares of Stock otherwise to be issued to
Optionee shares of Stock having a value equal to the exercise price, the Plan
Administrator may issue Optionee an additional option, with terms identical to
this Agreement, entitling Optionee to purchase additional Stock in an amount
equal to the number of shares of Stock so retained.
(b) At the Plan Administrator's discretion, Optionee (and
Optionee's spouse, if any) shall be required, as a condition precedent to
acquiring Stock through exercise of the option, to execute one or more
agreements relating to obligations in connection with ownership of the Stock or
restrictions on transfer of the Stock no less restrictive than the obligations
and restrictions to which the other stockholders of the Company are subject at
the time of such exercise, including repurchase and first refusal rights by the
Company.
(c) If required by the Plan Administrator, Optionee shall give the
Company satisfactory assurance in writing, signed by Optionee or Optionee's
legal representative, as the case may be, that such shares are being purchased
for investment and not with a view to the distribution thereof; provided,
however, that such assurance shall be deemed inapplicable to (i) any sale of
such shares by such Optionee made in accordance with the terms of a registration
statement covering such sale, which may hereafter be filed and become effective
under the Securities Act of 1933, as amended (the "SECURITIES ACT"), and with
respect to which no stop order suspending the effectiveness thereof has been
issued, and (ii) any other sale of such shares with respect to which, in the
opinion of counsel for the Company, such assurance is not required to be given
in order to comply with the provisions of the Securities Act.
(d) As soon as practicable after receipt of the notice required in
paragraph 6(a) and satisfaction of the conditions set forth in paragraphs 6(b)
and 6(c), the Company shall, without transfer or issue tax and without other
incidental expense to Optionee, deliver to Optionee at the principal offices of
the Company, at 8424 154th Avenue NE, Redmond, Washington 98052, attention of
the Secretary, or such other place as may be mutually acceptable to the Company
and Optionee, a certificate or certificates of such shares of Stock; provided,
however, that the time of such delivery may be postponed by the Company for such
period as may be required for it with reasonable diligence to comply with
applicable registration requirements under the Securities Act, the Securities
Exchange Act of 1934, as amended, any applicable listing requirements of any
national securities exchange or the Nasdaq National Market, and requirements
under any other law or regulation applicable to the issuance or transfer of such
shares.
<PAGE>
7. CORPORATE TRANSACTIONS.
(a) If there should be any change in a class of Stock subject to
this option, through merger, consolidation, reorganization, recapitalization,
reincorporation, stock split, stock dividend or other change in the corporate
structure of the Company, the Company shall make appropriate adjustments in
order to preserve, but not to increase, the benefits to Optionee, including
adjustments in the number of shares of such Stock subject to this option and in
the per share purchase price thereof. Any adjustment made pursuant to this
paragraph 7 as a consequence of a change in the corporate structure of the
Company shall not entitle Optionee to acquire a number of shares of such Stock
of the Company or shares of stock of any successor company greater than the
number of shares Optionee would receive if, prior to such change, Optionee had
actually held a number of shares of such Stock equal to the number of shares
subject to this option.
(b) For purposes of this paragraph 7, a "CORPORATE TRANSACTION"
shall include any of the following stockholder-approved transactions to which
the Company is a party:
(i) a merger or consolidation in which the Company is not the
surviving entity, except for (1) a transaction the principal purpose of
which is to change the state of the Company's incorporation, or (2) a
transaction in which the Company's stockholders immediately prior to such
merger or consolidation hold (by virtue of securities received in exchange
for their shares in the Company) securities of the surviving entity
representing more than 50% of the total voting power of such entity
immediately after such transaction;
(ii) the sale, transfer or other disposition of all or
substantially all of the assets of the Company unless the Company's
stockholders immediately prior to such sale, transfer or other disposition
hold (by virtue of securities received in exchange for their shares in the
Company) securities of the purchaser or other transferee representing more
than 50% of the total voting power of such entity immediately after such
transaction; or
(iii) any reverse merger in which the Company is the surviving
entity but in which the Company's stockholders immediately prior to such
merger do not hold (by virtue of their shares in the Company held
immediately prior to such transaction) securities of the Company
representing more than 50% of the total voting power of the Company
immediately after such transaction.
(c) In the event of any Corporate Transaction, this option shall
terminate immediately prior to the specified effective date of the Corporate
Transaction unless assumed by the successor corporation or its parent company,
pursuant to options providing substantially equal value and having substantially
equivalent provisions as the options granted pursuant to this Agreement.
8. LIMITATIONS ON TRANSFER. This option shall, during Optionee's lifetime,
be exercisable only by Optionee, and this option shall not be transferable by
Optionee by operation of law or otherwise other than by will or the laws of
descent and distribution. In the event of any attempt by Optionee to alienate,
assign, pledge, hypothecate, or otherwise dispose of this option, except as
provided for in this Agreement, or in the event of the levy of any attachment,
execution, or similar process upon the option, the Company at its election may
terminate this option by notice to Optionee and this option shall thereupon
become null and void.
9. NO STOCKHOLDER RIGHTS. Neither Optionee nor any person entitled to
exercise Optionee's rights in the event of his death shall have any of the
rights of a stockholder with respect to the shares of Stock subject to this
option except to the extent the certificates for such shares shall have been
issued upon the exercise of this option.
<PAGE>
10. NO EFFECT ON TERMS OF EMPLOYMENT. SUBJECT TO THE TERMS OF ANY WRITTEN
EMPLOYMENT CONTRACT TO THE CONTRARY, THE COMPANY (OR ITS AFFILIATE WHICH EMPLOYS
OPTIONEE) SHALL HAVE THE RIGHT TO TERMINATE OR CHANGE THE TERMS OF EMPLOYMENT OF
OPTIONEE AT ANY TIME AND FOR ANY REASON WHATSOEVER, WITH OR WITHOUT CAUSE.
11. NOTICE. Any notice required to be given under the terms of this
Agreement shall be addressed to the Company in care of its Secretary at the
Office of the Company set forth in paragraph 6 hereof, and any notice to be
given to Optionee shall be addressed to Optionee at the address given beneath
Optionee's signature to this Agreement, or such other address as either party to
this Agreement may hereafter designate in writing to the other. Any such notice
shall be deemed to have been duly given when enclosed in a properly sealed
envelope or wrapper addressed as aforesaid, registered or certified and
deposited (postage or registration or certification fee prepaid) in a post
office or branch post office regularly maintained by the United States.
12. LOCK-UP AGREEMENT.
(a) Optionee, if requested by the Company and the lead underwriter
of any public offering of the Common Stock or other securities of the Company
(the "LEAD UNDERWRITER"), hereby irrevocably agrees not to sell, contract to
sell, grant any option to purchase, transfer the economic risk of ownership in,
make any short sale of, pledge or otherwise transfer or dispose of any interest
in any Common Stock or any securities convertible into or exchangeable or
exercisable for or any other rights to purchase or acquire Common Stock (except
Common Stock included in such public offering or acquired on the public market
after such offering) during the 180-day period following the effective date of a
registration statement of the Company filed under the Securities Act, or such
shorter period of time as the Lead Underwriter shall specify. Optionee further
agrees to sign such documents as may be requested by the Lead Underwriter to
effect the foregoing and agrees that the Company may impose stop-transfer
instructions with respect to such Common Stock subject until the end of such
period. The Company and Optionee acknowledge that each Lead Underwriter of a
public offering of the Company's stock, during the period of such offering and
for the 180-day period thereafter, is an intended beneficiary of this Section
12.
(b) Notwithstanding the foregoing, Section 12(a) shall not prohibit
Optionee from transferring any shares of Common Stock or securities convertible
into or exchangeable or exercisable for the Company's Common Stock either during
Optionee's lifetime or on death by will or intestacy to Optionee's immediate
family or to a trust the beneficiaries of which are exclusively Optionee and/or
a member or members of Optionee's immediate family; provided, however, that
prior to any such transfer, each transferee shall execute an agreement pursuant
to which each transferee shall agree to receive and hold such securities subject
to the provisions of Section 12 hereof. For the purposes of this paragraph, the
term "IMMEDIATE FAMILY" shall mean spouse, lineal descendant, father, mother,
brother or sister of the transferor.
(c) During the period from identification as a Lead Underwriter in
connection with any public offering of the Company's Common Stock until the
earlier of (i) the expiration of the lock-up period specified in Section 12(a)
in connection with such offering or (ii) the abandonment of such offering by the
Company and the Lead Underwriter, the provisions of the Section 12 may not be
amended or waived except with the consent of the Lead Underwriter.
13. PLAN ADMINISTRATOR DECISIONS CONCLUSIVE. All decisions of the Plan
Administrator upon any question arising under the Plan or under this Agreement
shall be conclusive.
14. SUCCESSORS. This Agreement shall be binding upon and inure to the
benefit of any successor or successors of the Company. Where the context
permits, "OPTIONEE" as used in this Agreement
<PAGE>
shall include Optionee's spouse, executor, administrator or other legal
representative or the person or persons to whom Optionee's rights pass by will
or the applicable laws of descent and distribution.
15. WITHHOLDING. Optionee agrees to withholding of shares from exercise for
satisfaction of any applicable federal, state or local income tax or employment
tax withholding requirements. The Plan Administrator may issue Optionee an
additional option, with terms identical to this option agreement, entitling
Optionee to purchase additional Stock in an amount equal to the number of shares
so retained.
16. WASHINGTON LAW. The interpretation, performance and enforcement of this
Agreement shall be governed by the laws of the State of Washington.
IN WITNESS WHEREOF, the Company and Optionee have executed this Agreement as
of the day and year first above written. Optionee hereby accepts the
nonqualified stock option described above and acknowledges receipt of a copy of
this Agreement and the Plan.
INFOSPACE, INC., a Delaware corporation
By: ___________________________________
Name: _________________________________
Title: ________________________________
OPTIONEE
Dated: _________________ Name: ________________________________
Address: _____________________________
_______________________________________
<PAGE>
ATTACHMENT A
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CONSENT OF SPOUSE
I, ____________________________________________, spouse of
___________________, have read and understood the foregoing Agreement and Plan.
In consideration of granting my spouse the right to purchase shares of
InfoSpace, Inc., as set forth in the Agreement, I hereby appoint my spouse as my
attorney-in-fact with respect to the exercise of any rights of the Agreement
insofar as I may have any rights under such community property laws of the State
of Washington or similar laws relating to marital property in effect in the
state of our residence as of the date of the signing of the foregoing Agreement.
Dated: __________________ By: _____________________________
By his or her signature below, the Optionee represents that he or she is
not legally married as of the date of execution of this Agreement.
Dated: _________________
__________________________________
Optionee's Signature
