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UNITED STATES
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
Date of Report (Date of earliest event reported)
October 12, 2000
INFOSPACE, INC.
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(Exact name of Registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
000-25131 97-1718107
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(Commission File No.) (IRS Employer Identification
Number)
601 108/th/ Avenue N.E., Suite 1200
Bellevue, Washington 98004
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(Address of principal executive offices)
(425) 201-6100
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(Registrant's telephone number, including area code)
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Item 2. Acquisition.
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Pursuant to an Agreement and Plan of Reorganization dated as of July 26,
2000, by and among InfoSpace, Inc., a Delaware corporation ("InfoSpace"), Giants
Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of
InfoSpace ("Merger Sub"), and Go2Net, Inc., a Delaware corporation ("Go2Net"),
and the related Certificate of Merger executed by Go2Net filed with the
Secretary of State of the State of Delaware on October 12, 2000, Merger Sub
merged with and into Go2Net, and Go2Net became a wholly-owned subsidiary of
InfoSpace (the "Merger"). The Merger closed on October 12, 2000. As a result
of the Merger, each outstanding share of Go2Net Common Stock was exchanged for
1.82 shares of InfoSpace Common Stock. No fractional shares will be issued and,
in lieu thereof, the holders of any fractional shares will be paid cash equal
to the fraction (after aggregating all fractional shares held by such holder)
multiplied by $22.175.
An aggregate of approximately 82,619,191 shares of common stock have been
issued by InfoSpace in the Merger and options to purchase an aggregate of
approximately 30,965,291 additional shares of Go2Net Common Stock have been
assumed by InfoSpace in the Merger. The merger consideration was negotiated
between the parties.
Go2Net is a provider of Internet applications and infrastructure
technologies for both narrowband and broadband devices. Go2Net offers
applications and technologies in the categories of search and directory, small
business and electronic commerce, personal finance and multi-player games.
Go2Net also offers electronic commerce solutions to online merchants by
providing payment authorization and other services to small and medium-sized
businesses.
InfoSpace's acquisition of Go2Net is intended by the parties to be a tax-
free reorganization under Section 368(a) of the Internal Revenue Code. The
parties intend to account for the acquisition as a pooling-of-interests.
Item 7. Financial Statements and Exhibits.
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(a) Financial Statements of Business Acquired. The Financial Statements of
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Go2Net have been previously filed by Go2Net with the Securities and Exchange
Commission on Go2Net's annual report on Form 10-K for the fiscal year ended
September 30, 1999; Go2Net's quarterly reports on Form 10-Q for the quarters
ended December 31, 1999, March 31, 2000 and June 30, 2000; and Go2Net's
registration statement on Form S-3 filed with the Securities and Exchange
Commission on April 27, 2000. These financial statements have been omitted from
this Form 8-K pursuant to General Instruction B.3 of Form 8-K.
(b) Pro Forma Financial Information. Unaudited pro forma combined
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condensed financial statements that present the pro forma combined condensed
financial position and results of operations of InfoSpace and Go2Net as of and
for the six months period ended June 30, 2000 and June 30, 1999, and for the
1999, 1998 and 1997 fiscal years, are included in InfoSpace's Registration
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Statement on Form S-4 (File No. 333-43994), as declared effective on September
8, 2000, and have been omitted pursuant to General Instruction B.3 of Form 8-K.
(c) Exhibits.
2.1 Agreement and Plan of Reorganization dated as of July 26, 2000 by
and among InfoSpace, Inc., Giants Acquisition Corp. and Go2Net,
Inc. (the "Merger Agreement"). This exhibit is incorporated by
reference to Annex A filed with InfoSpace's Registration
Statement on Form S-4 (File No. 333-43994), as declared effective
on September 8, 2000. The disclosure schedules of InfoSpace and
Go2Net and the form of Acknowledgement Agreement, each delivered
pursuant to the Merger Agreement, have been omitted in accordance
with Item 601(b)(2) of Regulation S-K. InfoSpace agrees to
supplementally furnish copies of such items to the Securities and
Exchange Commission upon request.
2.2 Certificate of Merger merging Giants Acquisition Corp. with and
into Go2Net, Inc.
99.1 Press Release of InfoSpace, Inc., dated October 12, 2000.
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SIGNATURE
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.
InfoSpace, Inc.
Dated: October 12, 2000 By: /s/ Arun Sarin
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Arun Sarin,
Vice Chairman and Chief Executive Officer
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