<PAGE>
SCHEDULE 14A (RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
--------------------
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
INFOSPACE.COM, INC.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
INFOSPACE.COM, INC.
----------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 3, 2000
----------------
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of
InfoSpace.com, Inc., a Delaware corporation (the "Company"), will be held on
April 3, 2000 at 9:30 a.m., local time, at the offices of the Company, 15375
N.E. 90th Street, Redmond, Washington 98052, to approve an amendment to the
Company's Amended and Restated Certificate of Incorporation to (i) change the
name of the Company from "InfoSpace.com, Inc." to "InfoSpace, Inc." and (ii)
increase the number of authorized shares of Common Stock from 200,000,000
shares 900,000,000 shares.
The foregoing item of business is more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on March 15, 2000 are
entitled to notice of and to vote at this meeting.
All stockholders are cordially invited to attend the meeting in person.
However, to assure your representation at the meeting, you are urged to sign
and return the enclosed proxy card as promptly as possible in the enclosed
self-addressed envelope. Any stockholder attending the meeting may vote in
person even if he or she returned a proxy. However, if a stockholder's shares
are held of record by a broker, bank or other nominee and the stockholder
wishes to vote at the meeting, the stockholder must obtain from the record
holder a proxy issued in his or her name.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Ellen B. Alben
Ellen B. Alben
Senior Vice President, Legal and
Business Affairs
and Secretary
Redmond, Washington
March 20, 2000
<PAGE>
INFOSPACE.COM, INC.
15375 N.E. 90th Street
Redmond, WA 98052
(425) 602-0600
----------------
PROXY STATEMENT
----------------
INTRODUCTION
The enclosed Proxy is solicited on behalf of the Board of Directors of
InfoSpace.com, Inc., a Delaware corporation (the "Company"), for use at the
Special Meeting of Stockholders (the "Special Meeting") to be held on Monday,
April 3, 2000 at 9:30 a.m., local time, at the Company's principal executive
offices, which are located at 15375 N.E. 90th Street, Redmond, Washington
98052, or at any adjournment thereof, for the purposes of submitting for
stockholder approval an amendment (the "Amendment") to the Company's Amended
and Restated Certificate of Incorporation (the "Certificate of Incorporation")
to (i) change the name of the Company from "InfoSpace.com, Inc." to "InfoSpace,
Inc." and (ii) increase the number of authorized shares of Common Stock from
200,000,000 shares to 900,000,000 shares.
The Company intends to mail this proxy statement and accompanying proxy card
on or about March 20, 2000 to all stockholders entitled to vote at the meeting.
If the Amendment is approved at the Special Meeting, the Company anticipates
that it will be filed with the Delaware Secretary of State on or about April 4,
2000.
INFORMATION CONCERNING SOLICITATION AND VOTING
Record Date and Share Ownership
Stockholders of record at the close of business on March 15, 2000 (the
"Record Date") are entitled to notice of and to vote at the special meeting. At
the Record Date, shares of the Company's Common Stock (the
"Common Stock") were issued and outstanding and held of record by approximately
stockholders and one share of preferred stock was outstanding and held of
record by one stockholder.
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Company (attention:
Ellen B. Alben, Senior Vice President, Legal and Business Affairs and
Secretary) a written notice of revocation or a duly executed proxy bearing a
later date or by attending the Special Meeting and voting in person.
Quorum and Vote Required
The required quorum for the transaction of business at the Special Meeting
is a majority of the votes eligible to be cast by holders of shares of the
Company's Common Stock and Preferred Stock (the "Voting Capital Stock") issued
and outstanding on the Record Date, accounted for together as a single class.
The affirmative vote of the holders of a majority of the outstanding shares of
Voting Capital Stock entitled to vote at the Special Meeting is necessary for
approval of the Amendment. Each holder of Common Stock is entitled to one vote
for each share held, and the holder of Preferred Stock is entitled to
votes for the share it holds. Abstentions and broker non-votes (which may occur
if a beneficial owner of stock whose shares are held in a brokerage or bank
account fails to provide the broker or the bank voting instructions as to such
shares) effectively count as votes against the Amendment.
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Solicitation
The attached Proxy is solicited on behalf of the Board of Directors of the
Company. The cost of soliciting proxies will be borne by the Company. Proxies
may be solicited by certain of the Company's directors, officers and regular
employees, without additional compensation, in person or by telephone or
facsimile. In addition, the Company may retain the services of one or more
firms to assist in the solicitation of proxies, and may reimburse brokerage
firms and other persons representing beneficial owners of shares for their
expenses in forwarding solicitation materials to such beneficial owners.
PROPOSAL NO. 1:
AMENDMENT OF CERTIFICATE OF INCORPORATION TO
CHANGE THE NAME OF THE COMPANY AND TO
INCREASE THE NUMBER OF SHARES OF AUTHORIZED COMMON STOCK
General
The Company's Certificate of Incorporation currently (i) specifies that the
name of the Company is "InfoSpace.com, Inc." and (ii) authorizes the issuance
of 200,000,000 shares of Common Stock and 15,000,000 shares of Preferred Stock.
On January 21, 2000 and, the Company's Board of Directors adopted a resolution,
subject to stockholder approval, (a) to amend Article 1 of the Certificate of
Incorporation to change the name of the Company to "InfoSpace, Inc." and (b) to
amend Article 4 of the Company's Certificate of Incorporation to increase the
number of authorized shares of Common Stock from 200,000,000 shares to
900,000,000 shares.
Proposed Amendment of Certificate of Incorporation
The Board of Directors has adopted resolutions setting forth the proposed
amendments to Article 1 of the Certificate of Incorporation and to the first
sentence of Article 4 of the Company's Certificate of Incorporation (the
"Amendment"), the advisability of the Amendment, and a call for submission of
the Amendment for approval by the Company's stockholders at the Special
Meeting. If approved by Company Stockholders, Articles 1 and 4 of the
Certificate of Incorporation would be amended as follows:
Amendment of Article 1
Article 1 would be amended in its entirety to read, "The name of the
corporation is InfoSpace, Inc."
Amendment of Article 4
The first sentence of Article 4 of the Certificate of Incorporation of the
Company would be amended to read as follows:
"The total authorized capital stock of the corporation shall consist of
900,000,000 shares of Common Stock having a par value of $.0001 per share and
15,000,000 shares of Preferred Stock having a par value of $.0001 per share."
Purpose and Effect of the Proposed Amendment
Amendment of Article 1
The Board of Directors believes that it is in the Company's best interest to
change the Company's name from "InfoSpace.com, Inc." to "InfoSpace, Inc." The
Board of Directors believes that companies with ".com" as part of their name
reflect the nature of these companies as providers of services or content to
consumers or businesses over the Internet. The Board of Directors believes that
the Company has grown to provide services to an expanded group, including
merchants and providers of wireless devices and services for wireless devices,
in addition to providing services to Web sites. Therefore, the Board of
Directors believes that changing the Company's name will more accurately
reflect both the Company's current business as well as its strategy to offer
its services to users, merchants and service providers beyond those on the
Internet.
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Amendment of Article 4
The Board of Directors believes that it is in the Company's best interest to
increase the number of shares of Common Stock that it is authorized to issue in
order to allow the Company to effect a two-for-one stock split in the form of a
stock dividend. The Board of Directors also believes that the availability of
additional authorized but unissued shares will provide it with the flexibility
to issue Common Stock for other proper corporate purposes which may be
identified in the future, such as to raise equity capital, to make acquisitions
through the use of stock, to establish strategic relationships with other
companies, and to adopt additional employee benefit plans or reserve additional
shares for issuance under such plans.
The Board of Directors believes that the proposed increase in the authorized
Common Stock will make available sufficient shares to effect a two-for-one
stock split in the form of a stock dividend and should the Company decide to
use its shares for one or more of such previously mentioned purposes or
otherwise. No additional action or authorization by the Company's stockholders
would be necessary prior to the issuance of such additional shares, unless
required by applicable law or the rules of any stock exchange or national
securities association trading system on which the Common Stock is then listed
or quoted. The Company reserves the right to seek a further increase in
authorized shares from time to time in the future as considered appropriate by
the Board of Directors.
Under the Company's Certificate of Incorporation, the Company's stockholders
do not have preemptive rights with respect to Common Stock. Thus, should the
Board of Directors elect to issue additional shares of Common Stock, existing
stockholders would not have any preferential rights to purchase such shares. In
addition, if the Board of Directors elects to issue additional shares of Common
Stock, such issuance could have a dilutive effect on earnings per share, voting
power, and share holdings of current stockholders.
The proposed amendment to increase the authorized number of shares of Common
Stock could, under certain circumstances, have an anti-takeover effect,
although this is not the intention of this proposal. For example, in the event
of a hostile attempt to take over control of the Company, it may be possible
for the Company to endeavor to impede the attempt by issuing shares of the
Common Stock, thereby diluting the voting power of the other outstanding shares
and increasing the potential cost to acquire control of the Company. The
Amendment therefore may have the effect of discouraging unsolicited takeover
attempts. By potentially discouraging initiation of any such unsolicited
takeover attempt, the proposed Amendment may limit the opportunity for the
Company's stockholders to dispose of their shares at the higher price generally
available in takeover attempts or that may be available under a merger
proposal. The proposed amendment may have the effect of permitting the
Company's current management, including the current Board of Directors, to
retain its position, and place it in a better position to resist changes that
stockholders may wish to make if they are dissatisfied with the conduct of the
Company's business. However, the Board of Directors is not aware of any attempt
to take control of the Company and the Board of Directors has not presented
this proposal with the intent that it be utilized as a type of anti-takeover
device.
Recommendation of the Board
The Board of Directors has adopted and approved the Amendment, subject to
the requisite approval by the Company's Stockholders. The affirmative vote of a
majority of the outstanding shares of Common Stock and Preferred Stock, voting
together, is required to adopt the Amendment. The Board of Directors of the
Company has considered the Amendment and recommends that the Company's
stockholders adopt the Amendment as set forth in this Information Statement.
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Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding the beneficial
ownership of Common Stock of the Company as of January 25, 2000, as to (i) each
person who is known by the Company to own beneficially more than 5% of the
outstanding shares of Common Stock, (ii) each director of the Company, (iii)
each person who served as Chief Executive Officer of the Company in 1999, (iv)
the three other most highly compensated executive officers of the Company in
1999, and (v) all directors and executive officers as a group.
<TABLE>
<CAPTION>
Number of Percentage
Shares of Shares
Beneficially Beneficially
Name and Address of Beneficial Owner Owned(1) Owned (%)
- - ------------------------------------------------------ ------------ ------------
<S> <C> <C>
Naveen Jain (2)....................................... 32,613,330 31.6%
c/o InfoSpace.com, Inc.
15375 N.E. 90th Street
Redmond, WA 98052
Acorn Ventures-IS, LLC (3)............................ 10,347,852 9.5%
1309 114th Avenue S.E.
Suite 200
Bellevue, WA 98004
Pilgrim Baxter & Associates (4)....................... 7,264,000 7.1%
825 Duportail Road
Wayne, PA 19087
Ellen B. Alben (5).................................... 172,486 *
Michael Kantor (6).................................... 178,912 *
Rufus W. Lumry, III (7)............................... 10,347,852 9.5%
John E. Cunningham, IV (8)............................ 488,972 *
Gary C. List (9)...................................... 115,000 *
Peter L. S. Currie (10)............................... 65,000 *
Carl Stork (11)....................................... 205,000 *
Bernee D. L. Strom (12)............................... 903,332 *
David House........................................... -- --
All directors and executive officers as a group
(14 persons) (13).................................... 45,267,008 40.7%
</TABLE>
- - --------
* Less than 1%
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that
person, shares of Common Stock subject to options or warrants held by
that person that are currently exercisable or will become exercisable
within 60 days are deemed outstanding, while such shares are not deemed
outstanding for purposes of computing the percentage ownership of any
other person. Unless otherwise indicated in the footnotes below, the
persons and entities named in the table have sole voting and investment
power with respect to all shares beneficially owned, subject to community
property laws where applicable.
(2) Represents 21,426,664 shares of Common Stock held in the name of Naveen
and Anuradha Jain, 2,000,000 shares of Common Stock held by the Jain
Family Irrevocable Trust, 4,000,000 shares of Common Stock held by Naveen
Jain GRAT No. 1, 4,000,000 shares of Common Stock held by Anuradha Jain
GRAT No. 1, 187,500 shares subject to options exercisable by Naveen Jain
within 60 days of January 25, 2000, and 178,020 shares subject to options
exercisable by Anuradha Jain within 60 days of January 25, 2000. Anuradha
Jain is Mr. Jain's spouse. Mr. Jain has placed 4,000,000 shares of Common
Stock held by Naveen Jain GRAT No. 1 in escrow pursuant to an
Indemnification Agreement dated as of December 11, 1998. Mr. Jain retains
voting control over those shares placed in escrow.
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(3) Includes 6,875,104 shares of Common Stock issuable upon exercise of
warrants currently exercisable, 56,028 shares of Common Stock held by
Rufus W. Lumry, III, and 40,000 shares of Common Stock held by Mr. Lumry
subject to options exercisable within 60 days of January 25, 2000. Mr.
Lumry is the principal stockholder, sole director and President of Acorn
Ventures, Inc., the sole member of Acorn Ventures-IS, LLC.
(4) These split-adjusted figures are reported as of December 31, 1999, in a
Schedule 13G filed with the Securities and Exchange Commission on January
7, 2000.
(5) Includes 34,014 shares of Common Stock subject to options exercisable
within 60 days of January 25, 2000.
(6) Includes 102,580 shares of Common Stock subject to options exercisable
within 60 days of January 25, 2000.
(7) Includes 40,000 shares of Common Stock subject to options exercisable
within 60 days of January 25, 2000, and shares beneficially owned by
Acorn Ventures-IS, LLC. See note (3) above.
(8) Includes 148,032 shares of Common Stock issuable upon exercise of
warrants currently exercisable, 45,000 shares of Common Stock subject to
options exercisable within 60 days of January 25, 2000, and 78,752 shares
of Common Stock held by Clear Fir Partners LP. Mr. Cunningham is the
President of Clear Fir Partners, LP.
(9) Includes 45,000 shares of Common Stock subject to options exercisable
within 60 days of January 25, 2000.
(10) Includes 45,000 shares of Common Stock subject to options exercisable
within 60 days of January 25, 2000.
(11) Includes 45,000 shares of Common Stock subject to options exercisable
within 60 days of January 25, 2000.
(12) Includes 616,668 shares of Common Stock subject to options exercisable
within 60 days of January 25, 2000.
(13) Includes 9,263,564 shares of Common Stock subject to options and warrants
exercisable within 60 days of January 25, 2000.
Deadline For Receipt Of Stockholder Proposals
Stockholders are entitled to present proposals for action at a forthcoming
meeting if they comply with the requirements of the proxy rules promulgated by
the Securities and Exchange Commission. The deadline for receipt of stockholder
proposals for inclusion in the Company's proxy statement and form of proxy
relating to the Company's 2000 Annual Meeting of Stockholders was December 27,
1999. Stockholder proposals for inclusion in the Company's proxy statement and
form of proxy relating to the Company's 2001 Annual Meeting of Stockholders
must be received by approximately December 27, 2000. The precise deadline for
receipt of stockholder proposals for inclusion in the Company's proxy materials
for its 2001 Annual Meeting of Stockholders will be specified in the proxy
statement for the Company's 2000 Annual Meeting of Stockholders.
In addition, the Company's Bylaws establish an advance notice procedure with
regard to certain matters, including stockholder proposals not included in the
Company's proxy statement, to be brought before an annual meeting of
stockholders. In general, nominations for the election of directors may be made
by: (i) the Board of Directors or (ii) any stockholder entitled to vote who has
delivered written notice to the Secretary of the Company not fewer than 60 days
nor more than 90 days in advance of the annual meeting (or, with respect to an
election of directors to be held at a special meeting, the close of business on
the seventh day following the date on which notice of such meeting is first
given to stockholders), which notice must contain specified information
concerning the nominees and concerning the stockholder proposing such
nominations. In the event that less than 60 days notice or prior public
disclosure of the date of the annual meeting is given or made to stockholders,
notice by the stockholders must be received not later than the close of
business on the tenth day following the earlier of the day on which such notice
of the date of the annual meeting was mailed or such public disclosure was
made. The Company's Bylaws also provide that the only business that shall be
conducted
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at an annual meeting is business that is brought before such meeting: (i) by or
at the direction of the Board of Directors, or (ii) by any stockholder entitled
to vote who has delivered written notice to the Secretary of the Company not
less than 60 days nor more than 90 days in advance of the annual meeting, which
notice must contain specified information concerning the matters to be brought
before such meeting and concerning the stockholder proposing such matters. In
the event that less than 60 days notice or prior public disclosure of the date
of the annual meeting is given or made to stockholders, notice by the
stockholder must be received not later than the close of business on the tenth
day following the earlier of the day on which such notice of the date of the
annual meeting was mailed or such public disclosure was made. If a stockholder
who has notified the Company of his or her intention to present a proposal at
an annual meeting does not appear or send a qualified representative to present
his or her proposal at such meeting, the Company need not present the proposal
for a vote at such meeting. A copy of the full text of the Bylaw provisions
discussed above may be obtained by writing to the Secretary of the Company. All
notices of proposals by stockholders, whether or not included in the Company's
proxy materials, should be sent to InfoSpace.com, Inc., 15375 N.E. 90th Street,
Redmond, WA 98052, Attention: Secretary.
OTHER MATTERS
The Board of Directors knows of no other matters to be submitted to the
Special Meeting. If any other matters properly come before the meeting, then
the persons named in the enclosed form of proxy will vote the shares they
represent in such manner as the Board of Directors may recommend.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Ellen B. Alben
Ellen B. Alben
Senior Vice President, Legal and
Business Affairs
and Secretary
Redmond, Washington
March 20, 2000
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
INFOSPACE.COM, INC.
SPECIAL MEETING OF STOCKHOLDERS
APRIL 3, 2000
The undersigned stockholder(s) of InfoSpace.com, Inc., a Delaware
corporation, hereby acknowledge(s) receipt of the Notice of Special Meeting of
Stockholders and Proxy Statement, each dated March 20, 1999, and hereby appoints
Ellen B. Alben and Tammy D. Halstead, and each of them, proxies and attorneys-
in-fact, with full power of substitution, on behalf and in the name of the
undersigned, to represent the undersigned at the Special Meeting of Stockholders
of InfoSpace.com, Inc. to be held April 3, 2000, at 9:30 a.m., Pacific Standard
Time, at the offices of InfoSpace.com, Inc., 15375 N.E. 90th Street, Redmond,
Washington 98052 , and at any adjournment or adjournments thereof, and to vote
all shares of Common Stock which the undersigned would be entitled to vote if
then and there personally present, on the matters set forth on the reverse side:
CONTINUED, AND TO BE SIGNED AND DATED ON REVERSE SIDE
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THE DIRECTORS RECOMMEND A VOTE "FOR" PROPOSAL 1
1. Proposal to amend InfoSpace.com, Inc.'s Amended and Restated Certificate
of Incorporation to (a) change the name of InfoSpace.com, Inc. to InfoSpace,
Inc. and (b) increase the authorized number of shares of Common Stock from
200,000,000 shares to 900,000,000 shares
[ ] FOR [ ] AGAINST [ ] ABSTAIN
and in their direction, upon such other matters which may properly come before
the meeting or any adjournment or adjournments thereof.
The shares represented by this proxy when properly executed will be voted in the
manner directed herein by the undersigned stockholder(s). IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED "FOR" PROPOSAL 1. If any other matters properly
come before the meeting, the persons named in this proxy will vote, in their
discretion.
Dated PLEASE SIGN exactly as your name
appears at left. Joint owners
should each sign. Executors,
administrators, trustees, etc.,
should so indicate when signing. If
signer is a corporation,
- - ------------------------------------- please sign full name by duly
Signature(s) of Stockholder(s) in Box authorized officer.
Address change? Mark box [ ] Indicate change at left
