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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
July 5, 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)
601 - 108/th/ Avenue N.E., Suite 1200
Bellevue, Washington 98004
(Address of Principal Executive Offices)
425-201-6100
(Registrant's Telephone Number, Including Area Code)
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Item 5. OTHER EVENTS
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On April 7, 2000, InfoSpace, Inc., a Delaware corporation ("InfoSpace"),
IQorder Acquisition Corporation, a Delaware corporation and wholly owned
subsidiary of InfoSpace, IQorder.com, Inc., an Arizona corporation ("IQorder")
and certain other parties entered into an Agreement and Plan of Reorganization
(the "Reorganization Agreement"), providing for the acquisition of IQorder by
InfoSpace. The merger of IQorder Acquisition Corporation with and into IQorder
became effective on July 5, 2000.
Pursuant to the Reorganization Agreement, InfoSpace is issuing 989,959
shares (or options to purchase shares) of its common stock in exchange for all
of the outstanding shares of IQorder capital stock, options and warrants, 99,136
shares of which will be deposited into an escrow account to secure certain
indemnification obligations of the shareholders of IQorder. For accounting
purposes, the acquisition will be accounted for as a purchase. The transaction
is valued at approximately $54,695,000 based on the average of the closing
prices of InfoSpace common stock for the 5 trading days prior to April 7, 2000
and the 5 trading days prior to July 3, 2000. It is intended that the
transaction be treated as a tax-free reorganization under Section 368 of the
Internal Revenue Code of 1986, as amended.
The foregoing summary is qualified in its entirety by reference to the full
text of the Reorganization Agreement, which is attached hereto as Exhibit 2.1,
and Amendment No. 1 thereto, which is attached hereto as Exhibit 2.2, both of
which are incorporated by reference herein.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
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(c) EXHIBITS.
2.1 Agreement and Plan of Reorganization, dated as of April 7, 2000, by
and among the Registrant, IQorder and certain other parties.
2.2 Amendment No. 1 to the Agreement and Plan of Reorganization, dated May
25, 2000, by and among Registrant, IQorder and certain other parties.
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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: August 15, 2000
INFOSPACE, INC.
By: /s/ Ellen B. Alben
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Name: Ellen B. Alben
Title: Senior Vice President,
Legal and Business Affairs
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement and Plan of Reorganization, dated as of April 7, 2000,
by and among the Registrant, IQorder and certain other parties.
2.2 Amendment No. 1 to the Agreement and Plan of Reorganization,
dated May 25, 2000, by and among Registrant, IQorder and certain
other parties.
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