<PAGE>
As filed with the Securities and Exchange Commission on November 12, 1999
Registration No. 333-
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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 issuer as specified in its charter)
________________
DELAWARE 91-1718107
(State of Incorporation) (I.R.S. Employer Identification Number)
15375 N.E. 90/th/ Street
Redmond, WA 98052
(Address of principal executive offices)
________________
INEX CORPORATION
SHARE OPTION PLAN
(Full title of the plan)
________________
Ellen B. Alben, Esq.
Senior Vice President, Legal and Business Affairs, and Secretary
InfoSpace.com, Inc.
15375 N.E. 90/th/ Street
Redmond, WA 98052
(425) 602-0600
(Name, address, including zip code and telephone number, including area code, of
agent for service)
________________
Copy to:
Patrick J. Schultheis, Esq.
Wilson Sonsini Goodrich & Rosati, P.C.
5300 Carillon Point
Kirkland, Washington 58033
(425) 576-5800
<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
Securities Maximum Maximum
to be Amount to be Offering Price Aggregate Amount of
Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $0.0001 par value
To be issued under the INEX Corporation Share Option Plan.... 102,544 shares $ 22.15394 $2,271,753.62 $636.09
===================================================================================================================================
</TABLE>
(1) Represents shares of Common Stock issuable upon exercise of stock options
granted pursuant to the INEX Corporation Share Option Plan (the "Plan").
In connection with the Registrant's acquisition of INEX Corporation, the
Registrant has assumed the obligation to issue shares of Common Stock upon
exercise of the stock options issued under the Plan.
(2) Estimated in accordance with Rule 457 solely for the purpose of calculating
the registration fee. In accordance with Rule 457(h), the computation is
based on the weighted average exercise price of the options covered under
the Plan.
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<PAGE>
InfoSpace.com, Inc.
Registration Statement on Form S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents and information previously filed with the
Securities and Exchange Commission by InfoSpace.com, Inc. (the "Company" or the
"Registrant") are hereby incorporated by reference in this Registration
Statement:
(1) the Company's Annual Report on Form 10-K for the year ended
December 31, 1998, filed pursuant to Section 13 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act");
(2) the Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1999 and June 30, 1999, filed pursuant to Section
13 of the Exchange Act;
(3) the Company's Current Reports on Form 8-K dated July 15, 1999,
August 16, 1999, September 27, 1999 and October 28, 1999; and
(4) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, dated December 3, 1998, filed
pursuant to Section 12(g) of the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered
have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including
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<PAGE>
reimbursement for expenses incurred) arising under the Securities Act. Further,
in accordance with the Delaware General Corporation Law, the Company's Restated
Certificate of Incorporation eliminates the liability of a director of the
Company to the Company and its stockholders for monetary damages for breaches of
such director's fiduciary duty of care in certain instances. The Restated Bylaws
(the "Restated Bylaws") of the Company provides for indemnification of certain
agents to the maximum extent permitted by the Delaware General Corporation Law.
Persons covered by this indemnification include any current or former directors
and officers of the Company, as well as persons who serve at the request of the
Company as directors, officers, employees or agents of another enterprise.
In addition, the Company has entered into contractual agreements with each
director and certain officers of the Company designated by the Board to
indemnify such individuals to the full extent permitted by law. These
agreements also resolve certain procedural and substantive matters that are not
covered, or are covered in less detail, in the Restated Bylaws or by the
Delaware General Corporation Law.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
EXHIBIT
NUMBER DESCRIPTION
- -------- ------------------------------------------------------------------
4.1 INEX Corporation Share Option Plan.
5.1 Opinion of counsel as to legality of securities being registered.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (contained on signature page hereto).
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 to include any material
information with respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such information in the
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.
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(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 Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the 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.
(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 Securities and Exchange 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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and 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 this 12th day of
November, 1999.
InfoSpace.com, Inc.
/s/ Ellen B. Alben
___________________________________________
Ellen B. Alben
Senior Vice President, Legal and Business
Affairs, and Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Bernee D. L. Strom and Ellen B.
Alben, and each of them acting individually, as his or her attorney-in-fact,
each with full power of substitution, for him or her in any and all capacities,
to sign any and all amendments to this Registration Statement on Form S-8, and
to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorney-in-fact, or his or her substitutes, may do or
cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Registrant in the capacities indicated below on this 12th day of
November, 1999.
Signature Title
- -------------------------- --------------------------------------------------
/s/ Naveen Jain Chief Executive Officer and Chairman of the Board
__________________________
Naveen Jain (Principal Executive Officer)
/s/ Douglas A. Bevis Vice President and Chief Financial Officer
__________________________
Douglas A. Bevis (Principal Financial Officer)
/s/ Tammy D. Halstead Vice President and Chief Accounting Officer
__________________________
Tammy D. Halstead (Principal Accounting Officer)
/s/ Bernee D. L. Strom President, Chief Operating Officer and Director
__________________________
Bernee D. L. Strom
/s/ John E. Cunningham, 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 W. Lumry, III Director
__________________________
Rufus W. Lumry, III
/s/ Carl Stork Director
__________________________
Carl Stork
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<PAGE>
INFOSPACE.COM, INC.
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- --------- -----------------------------------------------------------------
4.1 INEX Corporation Share Option Plan.
5.1 Opinion of counsel as to legality of securities being registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in
Exhibit 5.1).
24.1 Power of Attorney (contained on signature page hereto).
<PAGE>
EXHIBIT 4.1
INEX CORPORATION
SHARE OPTION PLAN
ARTICLE ONE
PURPOSE AND INTERPRETATION
Section 1.01 Purpose. The purpose of the Plan is to advance the interests of
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the Corporation by encouraging equity participation in the Corporation through
the acquisition of Common Shares of the Corporation by directors, senior
officers, employees and Key Contributors of the Corporation.
Section 1.02 Definitions. In the Plan, the following capitalized words and
------------
terms shall have the following meanings:
(a) "Act" means the Business Corporations Act (Ontario) or its successor, as
amended from time to time.
(b) "Affiliate" shall have the meaning ascribed thereto in the Securities Act.
(c) "Associate" shall have the meaning ascribed thereto in the Securities Act.
(d) "Board of Directors" means the board of directors of the Corporation as
constituted from time to time and any committee of the board of directors.
(e) "Common Shares" means the common shares or securities convertible into
common shares of the Corporation as constituted on the date hereof.
(f) "Corporation" means INEX Corporation, a corporation incorporated under the
Act, and its successors from time to time.
(g) "Designated Affiliate" means an Affiliate of the Corporation designated by
the Board of Directors for purposes of the Plan from time to time.
(h) "Holding Company" shall have the meaning specified in Section 2.02 hereof.
(i) "Insider" shall have the meaning ascribed thereto in the Securities Act,
other than a person who is an Insider solely by virtue of being a director
or senior officer of a subsidiary of the Corporation and any Associate of
an Insider.
(j) "Key Contributors" means a person who has been engaged by the Corporation
as a sales and marketing representative, a technical advisor, a regulatory
consultant or in some other capacity to assist the Corporation in the
conduct and growth of its business.
(k) "Issuer Bid" shall have the meaning ascribed thereto in the Securities Act.
(l) "Option Period" means the period of time an option may be exercised as
specified in Subsection 2.07(a) hereof.
(m) "Participant" means a participant under the Plan.
(n) "Plan" means the share incentive plan provided for herein.
(o) "RRSP" shall have the meaning specified in Section 2.02 hereof.
(p) "Securities Act" means the Securities Act (Ontario) or its successor, as
amended from time to time.
<PAGE>
(q) "Share Compensation Arrangement" means a stock option, stock option plan,
employee stock purchase plan or any other compensation or incentive
mechanism involving the issuance or potential issuance of securities of the
Corporation to one or more service providers, including a share purchase
from treasury which is financially assisted by the Corporation by way of a
loan, guarantee or otherwise.
(r) "Take-over Bid" shall have the meaning ascribed thereto in the Securities
Act.
(s) "TSE" means The Toronto Stock Exchange.
ARTICLE TWO
SHARE OPTION PLAN
Section 2.01 The Plan. The Plan is hereby established for certain employees,
--------
senior officers, directors and Key Contributors of the Corporation and
Designated Affiliates.
Section 2.02 Participants. Participants in the Plan shall be directors, senior
------------
officers, employees and Key Contributors of the Corporation or any of its
Designated Affiliates (including officers thereof, whether or not directors)
who, by the nature of their positions or jobs are, in the opinion of the Board
of Directors, upon the recommendation of the President of the Corporation, in a
position to contribute to the success of the Corporation. At the request of any
Participant, options granted to such Participant may be issued to and registered
in the name of a personal holding company wholly-owned by such Participant
("Holding Company") or to a registered retirement savings plan established by
such Participant ("RRSP") and, in such event, the provisions of this Plan shall
apply to such options mutatis mutandis as though they were issued to and
registered in the name of the Participant.
Section 2.03 Amount of Options. The determination regarding the aggregate
-----------------
number of Common Shares subject to options in favour of any Participant will
take into consideration the Participant's present and potential contribution to
the success of the Corporation and shall be determined from time to time by the
Board of Directors. The aggregate number of Common Shares reserved for issuance
upon the exercise of options pursuant to this Plan and any other Share
Compensation Arrangements, subject to adjustment or increase of such number
pursuant to Section 2.10 hereof, shall be 775,000 Common Shares. The maximum
number of Common Shares reserved for issuance to any one Participant upon the
exercise of options shall not exceed 10% of the total number of Common Shares
outstanding on a non-diluted basis, immediately prior to such issuance.
Section 2.04 Limits with respect to Insiders.
-------------------------------
(a) The number of Common Shares issuable to Insiders pursuant to options
granted under the Plan, together with Common Shares issuable to Insiders
under any other Share Compensation Arrangement of the Corporation, shall
not:
(i) exceed 25% of the number of Common Shares outstanding immediately
prior to the grant of any such option; or
(ii) result in the issuance to Insiders, within a one year period, of in
excess of 25% of the number of Common Shares outstanding immediately
prior to the grant of any such option.
(b) The number of Common Shares issuable to any Insider and such Insider's
Associates pursuant to options granted under the Plan, together with Common
Shares issuable to such Insider or such Insider's Associates under any
other Share Compensation Arrangement of the Corporation shall not, within a
one year period, exceed 10% of the number of Common Shares outstanding
immediately prior to the grant of any such option.
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(c) Any Common Shares issuable pursuant to an option granted to a Participant
prior to the Participant becoming an Insider shall be excluded for the
purposes of the limits set out in Subsections 2.04(a) and 2.04(b) hereof.
Section 2.05 Price. The exercise price per Common Share shall be determined by
-----
the Board of Directors at the time the option is granted. In the event that the
Common Shares are not listed and posted for trading on any stock exchange or
other quotation systems, the exercise price shall be as determined by the Board
of Directors in its sole discretion. In the event that the Common Shares are
listed and posted for trading on the TSE, the exercise price per Common Share
shall not be less than the closing price of the Common Shares on the TSE on the
last trading day preceding the date on which the grant of the option is approved
by the Board of Directors (or if the Common Shares are not then listed and
posted for trading on the TSE, on such exchange or quotation system on which the
Common Shares are listed and posted for trading as may be selected by the Board
of Directors). In the event that the Common Shares did not trade on such last
trading day, the exercise price shall be the average of the bid and the ask
prices in respect of the Common Shares for the previous five trading days.
Section 2.06 Lapsed Options. In the event that options granted under the Share
--------------
Option Plan are surrendered, terminate or expire without being exercised in
whole or in part, the Common Shares reserved for issuance but not purchased
under such lapsed options shall be available for subsequent options to be
granted under the Plan.
Section 2.07 Consideration, Option Period, Vesting Period and Payment.
--------------------------------------------------------
(a) The period during which options may be exercised shall be determined by the
Board of Directors, in its discretion, to a maximum of ten years from the
date the option is granted (the "Option Period"), except as the same may be
reduced with respect to any option as provided in Sections 2.08 and 2.09
hereof respecting termination of employment or death of the Participant.
(b) The vesting period of the options shall be determined and/or amended by the
Board of Directors in its discretion. Each option must vest within its
Option Period and an option may not be exercised until it has vested.
(c) Subject to any other provision of this Plan, an option may be exercised
from time to time during the Option Period by delivery to the Corporation
at its registered office of a written notice of exercise addressed to the
Secretary of the Corporation specifying the number of Common Shares with
respect to which the option is being exercised and accompanied by payment
in full of the exercise price therefor. Certificates for such Common
Shares shall be issued and delivered to the Participant as soon as
practicable following receipt of such notice and payment.
(d) Except as set forth in Sections 2.08 and 2.09 hereof, no option may be
exercised unless the Participant is, at the time of such exercise, a
director, senior officer or Key Contributor of or in the employ of the
Corporation or any of its Designated Affiliates and shall have been
continuously a director or senior officer or Key Contributor or so employed
since the grant of his or her option. Absence on leave with the approval of
the Corporation or a Designated Affiliate shall not be considered an
interruption of employment for purposes of the Plan.
(e) The exercise of any option will be contingent upon receipt by the
Corporation of cash payment of the full exercise price of the Common Shares
which are the subject of the exercised option. No Participant or his or her
legal representatives, legatees or distributees will be, or will be deemed
to be, a holder of any Common Shares with respect to which he or she was
granted an option under the Plan, unless and until certificates for such
Common Shares are issued to him or her under the terms of the Plan.
(f) Notwithstanding any other provision of this Plan or in any option granted
to a Participant, the Corporation's obligation to issue Common Shares to a
Participant pursuant to the exercise of an option shall be subject to:
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(i) completion of such registration or other qualification of such Common
Shares or obtaining approval of such regulatory authorities as the
Corporation shall determine to be necessary or advisable in
connection with the authorization, issuance or sale thereof;
(ii) the listing of such Common Shares on the TSE or other exchange or
stock quotation system, if applicable, on which the Common Shares are
listed and posted for trading; and
(iii) the receipt from the Participant of such representations,
warranties, agreements and undertakings, including as to future
dealings in such Common Shares, as the Corporation or its counsel
determines to be necessary or advisable in order to ensure compliance
with all applicable securities laws.
(g) A Participant may, rather than exercise options which he or she is entitled
to exercise under Subsection 2.07(c), elect in lieu of receiving the Common
Shares to which such Participant would have been entitled on exercise of
such options (the "Designated Shares"), receive instead the number of
Common Shares, disregarding fractions which, when multiplied by the fair
value per share (which shall be the weighted average trading price of the
Common Shares on the TSE (or if the Common Shares are not listed and posted
for trading on the TSE, on such other stock exchange or quotation system on
which the Common Shares are listed and posted for trading as selected by
the Board of Directors) during the five (5) days preceding the date of
determination) of the Designated Shares, is equal to the product of the
number of Designated Shares times the difference between the fair value and
the exercise price per share of the Designated Shares. This Subsection
2.07(g) shall not apply in the event that the Common Shares are not listed
and posted for trading on a Canadian stock exchange or recognized quotation
system.
(h) If there is a Take-over Bid or Issuer Bid made for all or any of the issued
and outstanding Common Shares, then the Board of Directors may, by
resolution, permit all options outstanding under the Plan to become
immediately exercisable in order to permit Common Shares issuable under
such options to be tendered to such bid.
Section 2.08 Termination of Employment. If a Participant shall:
-------------------------
(a) cease to be a director, senior officer or Key Contributor of the
Corporation or any of its Designated Affiliates (and is not or does not
continue to be an employee thereof); or
(b) cease to be employed by the Corporation or any of its Designated Affiliates
(and is not or does not continue to be a director or senior officer
thereof) for any reason (other than death) or shall receive notice from the
Corporation or any of its Designated Affiliates of the termination of his
or her employment;
(collectively, "Termination") he or she or it may, but only within 180 days next
succeeding such Termination, exercise his or her or its options to the extent
that he or she or it was entitled to exercise such options at the date of such
Termination, including the rights under Subsection 2.07(g), provided that in no
event shall such right extend beyond the Option Period. Notwithstanding the
foregoing, this section is subject to any agreement with any director or senior
officer of the Corporation or any of its Designated Affiliates with respect to
the rights of such director or senior officer upon Termination or change in
control of the Corporation.
Section 2.09 Death of Participant. In the event of the death of a Participant
--------------------
who is a director, senior officer or Key Contributor of the Corporation or any
of its Designated Affiliates or who is an employee having been continuously in
the employ of the Corporation or any of its Designated Affiliates for one year
from and after the date of the granting of his or her option, the option
theretofore granted to him or her shall be exercisable within the six months
next succeeding such death (including the rights under Subsection 2.07(g)) and
then only:
(a) by the person or persons to whom the Participant's rights under the option
shall pass by the Participant's will or the laws of descent and
distribution; and
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<PAGE>
(b) to the extent that he or she was entitled to exercise the option at the
date of his or her death, provided that in no event shall such right extend
beyond the Option Period.
Section 2.10 Adjustment in Shares Subject to the Plan. In the event that:
----------------------------------------
(a) there is any change in the Common Shares of the Corporation through
subdivisions or consolidations of the share capital of the Corporation, or
otherwise;
(b) the Corporation declares a dividend on Common Shares payable in Common
Shares or securities convertible into or exchangeable for Common Shares; or
(c) the Corporation issues Common Shares, or securities convertible into or
exchangeable for Common Shares, in respect of, in lieu of, or in exchange
for, existing Common Shares,
the number of Common Shares available for option, the Common Shares subject to
any option, and the option price thereof, shall be adjusted appropriately by the
Board of Directors in its sole discretion and such adjustment shall be effective
and binding for all purposes of the Plan.
Section 2.11 Record Keeping. The Corporation shall maintain a register in
--------------
which shall be recorded:
(a) the name and address of each Participant in the Plan; and
(b) the number of options granted to a Participant and the number of options
outstanding.
ARTICLE THREE
GENERAL
Section 3.01 Transferability. The benefits, rights and options accruing to any
---------------
Participant in accordance with the terms and conditions of the Plan shall not be
transferable by the Participant except (i) from the Participant to his or her
Holding Company or RRSP or from a Holding Company or RRSP to the Participant
and, in either such event, the provisions of this Plan shall apply mutatis
mutandis as though they were originally issued to and registered in the name of
the Participant, or (ii) as otherwise specifically provided herein. During the
lifetime of a Participant, all benefits, rights and options shall only be
exercised by the Participant or by his or her guardian or legal representative.
Section 3.02 Employment. Nothing contained in the Plan shall confer upon any
----------
Participant any right with respect to employment or continuance of employment
with the Corporation or any Affiliate, or interfere in any way with the right of
the Corporation or any Affiliate to terminate the Participant's employment at
any time. Participation in the Plan by a Participant shall be voluntary.
Section 3.03 Delegation to Compensation Committee. All of the powers
------------------------------------
exercisable by the Board of Directors under the Plan may, to the extent
permitted by applicable law and authorized by resolution of the Board of
Directors of the Corporation, be exercised by a Compensation Committee. In
addition, if determined appropriate by the Board of Directors of the
Corporation, the Board of Directors may delegate any or all of the powers of the
Board of Directors of the Corporation under the Plan to an independent
consultant.
Section 3.04 Administration of the Plan. The Plan shall be administered by the
--------------------------
Board of Directors of the Corporation. The Board of Directors shall be
authorized to interpret and construe the Plan and may, from time to time,
establish, amend or rescind rules and regulations required for carrying out the
purposes, provisions and administration of the Plan and determine the
Participants to be granted options, the number of Common Shares covered thereby,
the exercise price therefor and the time or times when they may be exercised.
Any such interpretation or construction of the Plan shall be final and
conclusive. All administrative costs of the Plan shall be paid by the
Corporation. The senior officers of the Corporation are hereby authorized and
directed to do all things
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and execute and deliver all instruments, undertakings and applications and
writings as they, in their absolute discretion, consider necessary for the
implementation of the Plan and of the rules and regulations established for
administering the Plan.
Section 3.05 Amendment, Modification or Termination of the Plan. Subject to
--------------------------------------------------
Section 3.03, the Board of Directors reserves the right to amend, modify or
terminate the Plan at any time if and when it is advisable in the absolute
discretion of the Board of Directors. Any material amendment to any provision
of the Plan shall be subject, if applicable, to any necessary approvals by the
TSE, other quotation system or any stock exchange or regulatory body having
jurisdiction over the securities of the Corporation.
Section 3.06 Application for Ruling under the Securities Act. In the event
------------------------------------------------
that the Corporation is not a "private company" (as defined in the Securities
Act (Ontario) (the "Securities Act"), it would not be entitled to the exemptions
for such companies from the registration and prospectus requirements of the
Securities Act where they are not offered for sale to the public. In such
event, in order to ensure compliance with the Securities Act, the grant of
options under the Plan to Key Contributors would be subject to receipt of a
ruling under Section 74 of the Securities Act that the granting and exercise of
such options would not be subject to the prospectus and registration
requirements of the Securities Act, subject to such terms and conditions as the
Board of Directors may in its absolute discretion approve.
Section 3.07 Consolidation, Merger, etc. If there is a consolidation, merger
--------------------------
or statutory amalgamation or arrangement of the Corporation with or into another
corporation, a separation of the business of the Corporation into two or more
entities or a transfer of all or substantially all of the assets of the
Corporation to another entity, upon the exercise of an option under the Plan,
the holder thereof shall be entitled to receive the securities, property or cash
which the holder would have received upon such consolidation, merger,
amalgamation, arrangement, separation or transfer if the holder had exercised
the option immediately prior to such event, unless the directors of the
Corporation otherwise determine the basis upon which such option shall be
exercisable.
Section 3.08 No Representation or Warranty. The Corporation makes no
-----------------------------
representation or warranty as to the future market value of any Common Shares
issued in accordance with the provisions of the Plan.
Section 3.09 Interpretation. This Plan shall be governed by and construed in
--------------
accordance with the laws of the Province of Ontario.
Section 3.10 Approval and Effective Date. This Plan shall be effective as of
---------------------------
the date it is approved by the Board of Directors and any regulatory body having
jurisdiction over the securities of the Corporation.
Amended March 12, 1999.
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Exhibit 5.1
November 12, 1999
InfoSpace.com, Inc.
15375 N.E. 90/th/ Street
Redmond, Washington 98052
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about November 12, 1999 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 102,544 shares of your Common Stock (the
"Shares") to be issued upon exercise of stock options granted pursuant to the
INEX Corporation Share Option Plan (the "Plan"). As your legal counsel, we have
examined the proceedings proposed to be taken in connection with the issuance
and sale of the Shares to be issued under the Plan.
In arriving at the opinion expressed below, we have examined and relied on
the following documents:
1. The Restated Certificate of Incorporation and the Restated Bylaws
of the Company;
2. The records of meetings and consents of the Board of Directors
and stockholders of the Company and INEX Corporation provided to
us by the Company;
3. The INEX Corporation Share Option Plan;
4. The Agreement and Plan of Acquisition and Arrangement dated
August 13, 1999 by and between the Company and INEX Corporation,
as amended; and
5. The Articles of Arrangement of INEX Corporation and InfoSpace.com
Canada Holdings Inc. as filed with the Ministry of Consumer and
Commercial Relations for the Province of Ontario pursuant to the
Business Corporations Act (Ontario).
In addition, we have examined and relied on the originals or copies
certified or otherwise identified to our satisfaction of all such corporate
records of the Company and such other instruments and other certificates of
public officials, officers and representatives of the Company and such other
persons, and we have made such investigations of law, as we have deemed
appropriate as a basis for the opinions expressed below.
Based upon the foregoing, it is our opinion that:
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1. The Company has corporate power adequate for the issuance of the
Shares in accordance with the S-8 Registration Statement.
2. The Company has taken all necessary corporate action required to
authorize the issuance and sale of the Shares.
3. When certificates for the Shares have been duly executed and
countersigned, and delivered against due receipt of the exercise
price for the Shares as described in the options relating thereto
and the Plan, the Shares will be legally and validly issued,
fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including any Prospectus constituting a part thereof,
and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati P.C.
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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 February 24, 1999,
appearing in the Annual Report on Form 10-K of InfoSpace.com, Inc. for the year
ended December 31, 1998.
/s/ Deloitte & Touche LLP
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DELOITTE & TOUCHE LLP
Seattle, Washington
November 12, 1999
