<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
February 25, 2000
Date of Report
(Date of earliest event reported)
INFOSPACE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-25131 91-1718107
(Commission File No.) (IRS Employer Identification Number)
15375 N.E. 90th Street
Redmond, Washington 98052
(Address of Principal Executive Offices)
425-602-0600
(Registrant's Telephone Number, Including Area Code)
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On February 25, 2000 InfoSpace, Inc. (formerly InfoSpace.com, Inc.), a
Delaware corporation, completed its acquisition of Prio, Inc., a California
corporation ("Prio"). This transaction was initially reported on a Current
Report on Form 8-K dated February 25, 2000 (the "Original 8-K"). On April 24,
2000 Registrant filed a Form 8-K/A (the "Original Form 8-K/A") to the Original
8-K to amend Item 7(a) and Item 7(b). This Amendment restates Item 7(b) and
Exhibits 20.2 and 23.1 to the Original Form 8-K/A in their entirety.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
The financial statements of Prio required to be filed pursuant to Item 7(a)
of Form 8-K are included as Exhibit 20.1 of this Current Report on Form 8-K.
(b) Pro Forma Financial Information.
The pro forma financial information required to be filed pursuant to Item
7(b) of Form 8-K is included as Exhibit 20.2 of this Current Report on Form 8-K.
(c) Exhibits.
2.1* Agreement and Plan of Reorganization, dated as of December 6,
1999, by and between the Registrant, Promote Acquisition
Corporation (a wholly-owned subsidiary of Registrant) and
Prio.
20.1** Financial Statements of Prio, including balance sheets of
Prio as of December 31, 1999 and 1998 and the statements of
operations for the years ended December 31, 1999 and 1998 and
for the period from July 21, 1994 (inception) to December 31,
1999, statements of shareholders' deficiency for the period
from July 21, 1994 (inception) to December 31, 1999, and
statements of cash flows for the years ended December 31, 1999
and 1998 and for the period from July 21, 1994 (inception) to
December 31, 1999.
20.2 Unaudited Pro Forma Combined Balance Sheet of Registrant and
Prio as of December 31, 1999 and unaudited Pro Forma Combined
Consolidated Statement of Operations of Registrant and Prio
for the years ended December 31, 1999, 1998 and 1997.
23.1 Consent of Deloitte & Touche LLP.
_____________
*Previously filed as an Exhibit to the Original 8-K.
**Previously filed as an Exhibit to the Original 8-K/A.
2
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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.
Date: May 1, 2000 InfoSpace, Inc.
By: /s/ Tammy D. Halstead
-----------------------
Tammy D. Halstead
Vice President, Acting Chief Financial
Officer and Chief Accounting Officer
3
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INDEX TO EXHIBITS
Exhibit
Number Description
------ -----------
2.1* Agreement and Plan of Reorganization, dated as of December 6, 1999,
by and between the Registrant, Promote Acquisition Corporation (a
wholly-owned subsidiary of the Registrant) and Prio.
20.1** Financial Statements of Prio, including balance sheets of Prio as of
December 31, 1999 and 1998, the statements of operations for the
years ended December 31, 1999 and 1998 and for the period from July
21, 1994 (inception) to December 31, 1999, statements of
shareholders' deficiency for the period from July 21, 1994
(inception) to December 31, 1999, and statements of cash flows for
the years ended December 31, 1999 and 1998 and for the period from
July 21, 1994 (inception) to December 31, 1999.
20.2 Unaudited Pro Forma Combined Balance Sheet of Registrant and Prio
as of December 31, 1999 and unaudited Pro Forma Combined
Consolidated Statement of Operations of Registrant and Prio for the
years ended December 31, 1999, 1998 and 1997.
23.1 Consent of Deloitte & Touche LLP.
_____________
*Previously filed with the Original 8-K.
**Previously filed with the Original 8-K/A.
4
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Exhibit 20.2
INFOSPACE, INC. AND PRIO
PRO FORMA COMBINED CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 1999
(Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
Pro Forma Pro Forma
ASSETS InfoSpace, Inc. Prio Adjustments Combined
--------------- ---- ----------- --------
<S> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 29,456 $ 8,529 $ 37,985
Short-term investments 124,720 124,720
Accounts receivable, net of allowance 6,540 124 6,664
Interest receivable 3,322 3,322
Notes receivable 11,394 11,394
Prepaid expenses and other assets 10,117 386 10,503
---------------------------- ----------- --------
185,549 9,039 194,588
Long-term investments 71,417 71,417
Property and equipment, net 4,502 3,496 7,998
Intangible assets, net 73,827 73,827
Other investments 16,779 259 17,038
Other 497 221 718
---------------------------- ----------- --------
Total assets $352,571 $ 13,015 $ 0 $365,586
============================ =========== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,865 $ 945 $ 2,810
Accrued expenses and other current
liabilities 16,598 1,878 18,476
Notes and leases payable - short term 1,042 1,042
Deferred revenues 2,481 217 2,698
---------------------------- --------
Total current liabilities 20,944 4,082 25,026
Notes and leases payable - long term 614 614
Other long term liabilities 71 71
Shareholders' equity:
Preferred stock 69,387 (69,387) 0
Common stock, par value $.0001 10 10
Common stock 3,143 (3,143) 0
Additional paid-in capital 368,369 72,530 440,899
Accumulated deficit (35,690) (62,822) (98,512)
Unrealized loss from investments 0
Notes receivable for common stock (10) (10)
Accumulated other comprehensive income 1,317 1,317
Deferred expense - warrants (2,311) (2,311)
Unearned compensation- stock options (68) (1,450) (1,518)
--------------------------- -------
Total stockholders equity 331,627 8,248 0 339,875
--------------------------- -------
Total liabilities and stockholders' equity $352,571 $ 13,015 $ 0 $365,586
=========================== ========= =======
</TABLE>
<PAGE>
INFOSPACE, INC. AND PRIO, INC.
PRO FORMA COMBINED CONSOLIDATED STATEMENT OF OPERATIONS
For the year ended December 31, 1999
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Pro Forma Pro Forma
InfoSpace, Inc. Prio Adjustments Combined
---------------- --------------------- ----------- ----------
<S> <C> <C> <C> <C>
Revenues $ 36,908 $ 483 $ 37,391
Cost of revenues 5,259 2,009 7,268
--------------------------------------------------------------------
Gross profit 31,649 (1,526) 30,123
Operating expenses:
Product development 3,189 8,126 11,315
Sales and marketing 23,695 6,305 30,000
General and administrative 9,688 2,899 12,587
Amortization of intangibles 3,223 20,875
Acquisition and related charges 13,250 13,250
Other - non-recurring charges 11,359 17,652 11,359
--------------------------------------------------------------------
Total operating expenses 64,404 34,982 99,386
--------------------------------------------------------------------
Loss from operations (32,755) (36,508) (69,263)
Other income (expense), net 11,074 642 11,716
Equity in loss from joint venture (12) (12) (24)
--------------------------------------------------------------------
Net Loss ($21,693) ($35,878) ($57,571)
====================================================================
Basic and diluted net loss per share ($0.23) ($0.59)
====================================================================
Shares used in computing basic and
diluted net loss per share calculations 93,566 4,312 97,878
====================================================================
Weighted Average Share Capital
- ------------------------------
Preferred Stock 16,713,665
Common Stock 5,381,414
-----------------
Total 22,095,079
=================
Exchange Ratio 0.0975894
InfoSpace Common Stock 2,156,246
1/5/00 2 for 1 split 4,312,491
</TABLE>
Numbers do not reflect the 2 for 1 stock split that was effected on 4/6/00.
<PAGE>
INFOSPACE, INC. AND PRIO, INC.
PRO FORMA COMBINED CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 1998
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Pro Forma Pro Forma
InfoSpace, Inc. Prio Adjustments Combined
---------------- ------------------ ------------ ----------
<S> <C> <C> <C> <C>
Revenues $ 9,623 $ 9 $ 9,632
Cost of revenues 1,635 696 2,331
-----------------------------------------------------------------
Gross profit 7,988 (687) 7,301
Operating expenses:
Product development 1,245 6,323 7,568
Sales and marketing 6,286 4,497 10,783
General and administrative 4,575 2,802 7,377
Amortization of intangibles 710 710
Acquisition and related charges 2,800 2,800
Other - non-recurring charges 4,500 4,500
-----------------------------------------------------------------
Total operating expenses 20,116 13,622 33,738
-----------------------------------------------------------------
Loss from operations (12,128) (14,309) (26,437)
Other income (expense), net 434 167 601
Equity in loss from joint venture (125) (8) (133)
-----------------------------------------------------------------
Net Loss ($11,819) ($14,150) ($25,969)
=================================================================
Basic and diluted net loss per share ($0.22) ($0.44)
=================================================================
Shares used in computing basic and
diluted net loss per share calculations 54,847 4,277 59,124
=================================================================
Weighted Average Share Capital
- ------------------------------
Preferred Stock 16,713,665
Common Stock 5,199,044
-----------------
Total 21,912,709
=================
Exchange Ratio 0.0975894
InfoSpace Common Stock 2,138,448
1/5/00 2 for 1 split 4,276,896
</TABLE>
Numbers do not reflect the 2 for 1 stock split that was effected on 4/6/00.
<PAGE>
INFOSPACE, INC. AND PRIO, INC.
PRO FORMA COMBINED CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 1997
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Pro Forma Pro Forma
InfoSpace, Inc. Prio Adjustments Combined
---------------- ------------------ ------------ ----------
<S> <C> <C> <C> <C>
Revenues $ 1,742 $ 74 $ 1,816
Cost of revenues 418 74 492
-----------------------------------------------------------------
Gross profit 1,324 0 1,324
Operating expenses:
Product development 383 3,976 4,359
Sales and marketing 1,477 2,985 4,462
General and administrative 944 1,341 2,285
Amortization of intangibles 64 64
Acquisition and related charges
Other - non-recurring charges 137 137
-----------------------------------------------------------------
Total operating expenses 3,005 8,302 11,307
-----------------------------------------------------------------
Loss from operations (1,681) (8,302) (9,983)
Other income (expense), net 20 20 40
Equity in loss from joint venture
-----------------------------------------------------------------
Net Loss ($1,661) ($8,282) ($9,943)
=================================================================
Basic and diluted net loss per share ($0.04) ($0.21)
=================================================================
Shares used in computing basic and
diluted net loss per share calculations 44,114 2,967 47,081
=================================================================
Weighted Average Share Capital
- ------------------------------
Preferred Stock 9,570,935
Common Stock 5,631,451
-----------------
Total 15,202,386
=================
Exchange Ratio 0.0975894
InfoSpace Common Stock 1,483,592
1/5/00 2 for 1 split 2,967,183
</TABLE>
Numbers do not reflect the 2 for 1 stock split that was effected on 4/6/00.
<PAGE>
INFOSPACE, INC. AND PRIO INC.
NOTES TO UNAUDITED PRO FORMA COMBINED
CONSOLIDATED FINANCIAL STATEMENTS
1. The Periods Combined
The InfoSpace, Inc. consolidated statements of operations for the years
ended December 31, 1999, 1998 and 1997 have been combined with the Prio, Inc.
statements of operations for the period from January 1, 1997 to December 31,
1999, as if the merger had occurred as of the beginning of the period.
2. Pro Forma Basis of Presentation
The pro forma adjustments made in connection with the development of the
pro forma information have been made solely for purposes of developing such pro
forma information as necessary to comply with the disclosure requirements of the
Securities Exchange Commission. The Unaudited Pro Forma Combined Consolidated
Financial Statements do not purport to be indicative of the combined financial
position or results of operations of future periods or indicative of the results
of operations of future periods or indicative of the results that actually would
have been realized had the entities been a single entity during these periods.
The Unaudited Pro Forma Combined Statement of Operations for the years
ended December 31, 1999, 1998 and 1997 reflect the equivalent shares of
InfoSpace, Inc. Common Stock in exchange for all of the outstanding stock,
warrants, and options of Prio Inc. The pro forma adjustments reflect the
additional shares that would be used in computing basic and diluted earnings per
share as if the merger had occurred at the beginning of the period.
3. Pro Forma Earnings Per Share
The Unaudited Pro Forma Combined Consolidated Financial Statements for
InfoSpace, Inc. have been prepared as if the merger was completed at the
beginning of the periods presented. The pro forma basic net loss per share is
based on the combined weighted average number of shares of InfoSpace, Inc.
Common Stock outstanding during the period and the number of InfoSpace, Inc.
Common Stock to be issued in exchange as discussed in Note 2.
The Pro Forma diluted loss per share is computed using the weighted average
number of InfoSpace, Inc. Common Stock and dilutive common equivalent shares
outstanding during the period and the number of shares of InfoSpace.com, Inc.
Common Stock to be issued in exchange. Common equivalent shares consist of the
incremental common shares issuable upon conversion of the exercise of stock
options and warrants using the treasury stock method. Common equivalent shares
are excluded from the computation if their effect is antidilutive. The combined
Company had a pro forma net loss for all periods presented herein; therefore,
none of the options and warrants outstanding during each of the periods
presented were included in the computation of pro forma dilutive earnings per
share as they were antidilutive.
4. Pro Forma Statements of Operations Adjustments
The objective of the pro forma information is to show what the significant
effects on the historical financial information might have been had the
Companies been merged for the periods presented.
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Current Report on Form 8-K/A
under the Securities Exchange Act of 1934 of InfoSpace, Inc. (formerly
InfoSpace.com, Inc.) dated April 24, 2000 of our report dated March 17, 2000
(March 31, 2000 as to the last sentence of the first paragraph of page 13 of
Note 4), insofar as it relates to the financial statements of Prio, Inc.
(formerly SaveSmart, Inc.) for the year ended December 31, 1999.
/s/ DELOITTE & TOUCHE LLP
San Jose, California
April 24, 2000
