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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 0-25131
INFOSPACE, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C>
Delaware 91-1718107
(State or other jurisdiction (I.R.S. Employer)
incorporation or organization) Identification Number)
15375 N.E. 90th Street
Redmond, Washington 98052
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (425) 602-0600
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Securities registered pursuant to Section 12 (b) of the Act:
None
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock, par value $.0001 per share
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days: YES [X] NO [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]
The aggregate market value of the voting stock held by non-affiliates of the
registrant, based upon the closing price of Common Stock on February 29, 2000,
as reported by Nasdaq, was approximately $12.8 billion. Shares of voting stock
held by each officer and director and by each person who owns 5% or more of the
outstanding voting stock have been excluded in that such persons may be deemed
to be affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.
As of February 29, 2000, 108,288,253 shares of the registrant's Common Stock
were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates certain information by reference from the definitive
proxy statement for the Annual Meeting of Stockholders tentatively scheduled
for May 22, 2000, (the "Proxy Statement").
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PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) 3. Exhibits.
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Number Description
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3.1+ Restated Certificate of Incorporation of the registrant.
3.2+ Restated Bylaws of the registrant.
4.1++ Form of Certificate of the Powers, Designations, Preferences and
Rights of Series A Preferred Stock.
10.1+ Form of Indemnification Agreement between the registrant and each of
its Directors and Executive Officers.
10.2+++ Restated 1996 Flexible Stock Incentive Plan and Terms of Stock Option
Grant Program for Nonemployee Directors under the Restated 1996
Flexible Stock Incentive Plan.
10.3+ 1998 Employee Stock Purchase Plan
10.4+ Lease, dated May 14, 1998, between the registrant and TIAA Realty,
Inc.
10.5+ Registration Rights Agreement, dated May 1, 1997, among the
registrant, John E. Richards, Peter S. Richards, John Enger and
Alexander Hutton Capital L.L.C., as subsequently amended by Agreement
dated as of January 2, 1998, among the registrant, John E. Richards,
Peter S. Richards, John Enger and Alexander Hutton Capital L.L.C.
10.6+ Agreement, dated January 2, 1998, among the registrant, John E.
Richards, Peter S. Richards, John Enger and Alexander Hutton Capital,
L.L.C.
10.7+ Form of Common Stock and Common Stock Warrant Purchase Agreements,
dated May 21, 1998, between the registrant and each of Acorn
Ventures-IS, LLC, Kellett Partners, LLP and John and Carolyn
Cunningham.
10.8+ Form of Investor Rights Agreements, dated as of May 21, 1998, between
the registrant and each of Acorn Ventures-IS, LLC, Kellett Partners,
LLP and John and Carolyn Cunningham.
10.9+ Form of Co-Sale Agreements, dated as of May 21, 1998, among the
registrant, Naveen Jain and each of Acorn Ventures-IS, LLC, Kellett
Partners, LLP and John and Carolyn Cunningham.
10.10+ Form of Common Stock Warrant, dated May 21, 1998, between the
registrant and each of Acorn Ventures-IS, LLC, Kellett Partners, LLP
and John and Carolyn Cunningham.
10.11+ Common Stock Purchase Agreement, dated as of August 6, 1998, by and
among the registrant and the investors named therein.
10.12+ Stockholder Rights Agreement, dated as of August 6, 1998, by and among
the registrant and the investors named therein.
10.13+ Form of Amendment to Common Stock and Common Stock Warrant Purchase
Agreements, dated August 6, 1998, between the Registrant and each of
Acorn Ventures-IS, LLC, Kellett Partners, LLP and John and Carolyn
Cunningham.
10.14+ License Agreement, dated July 28, 1998, between the registrant and
American Business Information, Inc. (now known as infoUSA, Inc.).
10.15+ Amended and Restated Content Provider Agreement, made as of August 24,
1998, effective as of April 25, 1998, between the registrant and 800-
U.S. Search.
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Number Description
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10.16+ Letter Agreement with Bernee D. L. Strom, dated November 22, 1998.
10.17* Lease, dated February 2000, between the registrant and Three Bellevue
Center, LLC.
10.18* Letter Agreement with Bernee D. L. Strom, dated December 15, 1999.
10.19* Letter Agreement with Naveen Jain, dated February 10, 2000.
23.1 Consent of Deloitte & Touche LLP, Independent Auditors.
24.1* Power of Attorney.
27.1* Financial Data Schedule.
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+ Incorporated by reference to the Registration Statement on Form S-1 (No.
333-62323) filed by the registrant on August 27, 1998, as amended.
++ Incorporated by reference to the Registration Statement on Form S-1 (No.
333-86313) filed by the registrant on September 1, 1999, as amended.
+++ Incorporated by reference to the Registration Statement on Form S-8 (No.
333-81593) filed by the registrant on June 25, 1999.
* Previously filed.
(c) Exhibits.
See Item 14 (a) above.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d), as amended, the
registrant has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Redmond, State of
Washington, on the 28th of April, 2000.
InfoSpace, Inc.
/s/ Arun Sarin
By: _________________________________
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Amendment has been signed below by the following persons in the
capacities indicated on the 28th day of April, 2000.
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Signature Title
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/s/ Arun Sarin Chief Executive Officer and
____________________________________ Director (Principal
Arun Sarin Executive Officer)
/s/ Tammy D. Halstead Vice President, Acting Chief
____________________________________ Financial Officer and Chief
Tammy D. Halstead Accounting Officer
(Principal Financial and
Accounting Officer)
/s/ Naveen Jain* Chairman of the Board
____________________________________
Naveen Jain
/s/ John E. Cunningham, IV* Director
____________________________________
John E. Cunningham, IV
/s/ Peter L .S. Currie* Director
____________________________________
Peter L. S. Currie
Director
____________________________________
Gary C. List
/s/ Rufus W. Lumry III* Director
____________________________________
Rufus W. Lumry III
Chief Operating Officer,
____________________________________ President of Merchant
Ashok Narasimhan Services and Director
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Signature Title
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/s/ Carl Stork* Director
____________________________________
Carl Stork
/s/ David C. House* Director
____________________________________
David C. House
/s/ Ellen B. Alben
*By: _________________________________
Ellen B. Alben
Attorney-in-Fact
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INDEX TO EXHIBITS
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Number Description
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3.1+ Restated Certificate of Incorporation of the registrant.
3.2+ Restated Bylaws of the registrant.
4.1++ Form of Certificate of the Powers, Designations, Preferences and
Rights of Series A Preferred Stock.
10.1+ Form of Indemnification Agreement between the registrant and each of
its Directors and Executive Officers.
10.2+++ Restated 1996 Flexible Stock Incentive Plan and Terms of Stock Option
Grant Program for Nonemployee Directors under the Restated 1996
Flexible Stock Incentive Plan.
10.3+ 1998 Employee Stock Purchase Plan
10.4+ Lease, dated May 14, 1998, between the registrant and TIAA Realty,
Inc.
10.5+ Registration Rights Agreement, dated May 1, 1997, among the
registrant, John E. Richards, Peter S. Richards, John Enger and
Alexander Hutton Capital L.L.C., as subsequently amended by Agreement
dated as of January 2, 1998, among the registrant, John E. Richards,
Peter S. Richards, John Enger and Alexander Hutton Capital L.L.C.
10.6+ Agreement, dated January 2, 1998, among the registrant, John E.
Richards, Peter S. Richards, John Enger and Alexander Hutton Capital,
L.L.C.
10.7+ Form of Common Stock and Common Stock Warrant Purchase Agreements,
dated May 21, 1998, between the registrant and each of Acorn
Ventures-IS, LLC, Kellett Partners, LLP and John and Carolyn
Cunningham.
10.8+ Form of Investor Rights Agreements, dated as of May 21, 1998, between
the registrant and each of Acorn Ventures-IS, LLC, Kellett Partners,
LLP and John and Carolyn Cunningham.
10.9+ Form of Co-Sale Agreements, dated as of May 21, 1998, among the
registrant, Naveen Jain and each of Acorn Ventures-IS, LLC, Kellett
Partners, LLP and John and Carolyn Cunningham.
10.10+ Form of Common Stock Warrant, dated May 21, 1998, between the
registrant and each of Acorn Ventures-IS, LLC, Kellett Partners, LLP
and John and Carolyn Cunningham.
10.11+ Common Stock Purchase Agreement, dated as of August 6, 1998, by and
among the registrant and the investors named therein.
10.12+ Stockholder Rights Agreement, dated as of August 6, 1998, by and among
the registrant and the investors named therein.
10.13+ Form of Amendment to Common Stock and Common Stock Warrant Purchase
Agreements, dated August 6, 1998, between the Registrant and each of
Acorn Ventures-IS, LLC, Kellett Partners, LLP and John and Carolyn
Cunningham.
10.14+ License Agreement, dated July 28, 1998, between the registrant and
American Business Information, Inc. (now known as infoUSA, Inc.).
10.15+ Amended and Restated Content Provider Agreement, made as of August 24,
1998, effective as of April 25, 1998, between the registrant and 800-
U.S. Search.
10.16+ Letter Agreement with Bernee D. L. Strom, dated November 22, 1998.
10.17* Lease, dated February 2000, between the registrant and Three Bellevue
Center, LLC.
10.18* Letter Agreement with Bernee D. L. Strom, dated December 16, 1999.
10.19* Letter Agreement with Naveen Jain, dated February 10, 2000.
23.1 Consent of Deloitte & Touche LLP, Independent Auditors.
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Number Description
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24.1* Power of Attorney.
27.1* Financial Data Schedule.
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+ Incorporated by reference to the Registration Statement on Form S-1 (No.
333-62323) filed by the registrant on August 27, 1998, as amended.
++ Incorporated by reference to the Registration Statement on Form S-1 (No.
333-86313) filed by the registrant on September 1, 1999, as amended.
+++ Incorporated by reference to the Registration Statement on Form S-8 (No.
333-81593) filed by the registrant on June 25, 1999.
* Previously filed.
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Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statements on
Form S-8 (Nos. 333-69165, 333-81593 and 333-90815) and the Registration
Statements on Form S-3 (Nos. 333-93167 and 333-94279) of our report dated March
10, 2000 on the consolidated financial statements of InfoSpace.com, Inc.
included in its Annual Report on Form 10-K for the year ended December 31, 1999.
/s/ Deloitte & Touche LLP
Seattle, Washington
March 29, 2000
