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As filed with the Securities and Exchange Commission on January 7, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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INFOSPACE.COM, INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE 7375 91-1718107
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification
incorporation or Classification Code Number)
organization) Number)
15375 N. E. 90th Street
Redmond, Washington 98052
(425) 602-0600
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
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ELLEN B. ALBEN, ESQ.
Senior Vice President, Legal and Business Affairs,
and Secretary
INFOSPACE.COM, INC.
15375 N. E. 90th Street
Redmond, Washington 98052
(425) 602-0600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
PATRICK J. SCHULTHEIS, ESQ.
RICHARD C. SOHN, ESQ.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
5300 Carillon Point
Kirkland, Washington 98033-7356
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-93167
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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<S> <C> <C> <C> <C>
Title of Each Class Amount to be Proposed Maximum Proposed Maximum Amount of
of Securities to Registered Offering Price Aggregate Offering Registration Fee(2)
be Registered Per Share (1) Price (1)
- -----------------------------------------------------------------------------------------------------------------------
Common Stock, $0.0001 par value............. 1,882 $89.25 $167,968.50 $100
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</TABLE>
(1) Estimated solely for the purpose of computing the amount of the registration
fee, based on the average high and low trading price of the Common Stock
reported on the Nasdaq National Market on January 5, 2000 in accordance
with Rule 457(c) under the Securities Act of 1933.
(2) 1,559,650 shares (after giving effect to a two-for-one split of the
registrant's common stock on January 4, 2000) were registered under
registration statement no. 333-93167. A filing fee of $29,645.83 was
previously paid with such earlier registration statement.
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The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the SEC, acting pursuant to said Section 8(a), may
determine.
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<PAGE>
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT
ON FORM S-3, REGISTRATION NUMBER 333-93167
We hereby incorporate by reference into this registration statement on Form S-3
in its entirety the registration statement on Form S-3, registration number 333-
93167, declared effective on December 22, 1999 by the Securities and Exchange
Commission, including each of the documents we filed with the Commission and
incorporated or were deemed to be incorporated by reference therein and all
exhibits thereto.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. EXHIBITS
The following documents are filed as exhibits to this registration statement:
5.1 Opinion of Wilson Sonsini Goodrich & Rosati
23.1 Consent of Deloitte & Touche LLP, independent auditors
23.2 Consent of Wilson Sonsini Goodrich & Rosati (included in Exhibit 5.1)
24.1* Power of Attorney
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*Incorporated by reference to registration statement on Form S-3 (file number
333-93167).
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 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 the 6th day of
January, 2000.
INFOSPACE.COM, INC.
By /s/ Ellen B. Alben
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Ellen B. Alben, Senior Vice
President, Legal and Business
Affairs
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated below on the 6th day of January, 2000.
<TABLE>
<CAPTION>
Signature Title
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<S> <C>
* Chief Executive Officer and Chairman of the Board
- --------------------------------------- (Principal Executive Officer)
Naveen Jain
* Vice President, Acting Chief Financial Officer and Chief
- --------------------------------------- Accounting Officer (Principal Financial and Accounting
Tammy D. Halstead Officer)
* Director
- ---------------------------------------
John E. Cunningham, IV
* Director
- ---------------------------------------
Peter L. S. Currie
* Director
- ---------------------------------------
Gary C. List
* Director
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Rufus W. Lumry, III
* Director
- ---------------------------------------
Carl Stork
* Director
- ---------------------------------------
Bernee D. L. Strom
</TABLE>
*By: /s/Ellen B. Alben
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Attorney-in-Fact
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INDEX TO EXHIBITS
Exhibit
Number
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5.1 Opinion of Wilson Sonsini Goodrich & Rosati.
23.1 Consent of Deloitte & Touche LLP, independent auditors.
23.2 Consent of Wilson Sonsini Goodrich & Rosati (included in Exhibit 5.1).
24.1* Power of Attorney.
________________
*Incorporated by reference to registration statement on Form S-3 (file number
333-93167).
<PAGE>
January 6, 2000
InfoSpace.com, Inc.
15375 N.E. 90th Street
Redmond, Washington 98052
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 to be filed by you
with the Securities and Exchange Commission on or about January 7, 2000 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of a total of 1,882 shares of your Common
Stock (the "Shares"), to be offered for sale by the Selling Stockholders named
therein. As legal counsel for InfoSpace.com, Inc., we have examined the
proceedings taken in connection with the sale of the Shares by the Selling
Stockholders in the manner set forth in the Registration Statement in the
Section entitled "Plan of Distribution." It is our opinion that the Shares are
legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, including the prospectus constituting a part thereof, and further
consent to the use of our name wherever it appears in the Registration Statement
and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors and Stockholders of
InfoSpace.com, Inc.
Redmond, Washington
We consent to the incorporation by reference in this Registration Statement
of InfoSpace.com, Inc. on Form S-3 of our report dated February 24, 1999
(December 15, 1999 as to Note 14) appearing in the Prospectus, which is part of
this Registration Statement No. 333-93167 of InfoSpace.com, Inc. on Form S-3 and
to the reference to us under the heading "Experts" in such Prospectus.
/s/ Deloitte & Touche LLP
Seattle, Washington
January 7, 2000
