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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)
601 108th 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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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, filed March 29, 2000 (the "Original
8-K"). The Original 8-K was subsequently amended by Form 8-K/A's filed on April
24, 2000 and May 1, 2000. This Amendment is being filed to amend Item 7(a), Item
7(b), Exhibit 20.1, Exhibit 20.2, Exhibit 23.1 and Exhibit 23.2 to those Form 8-
K/A's in their entirety.
Item 7. Financial Statements and Exhibits
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(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/A.
(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/A.
(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.
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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, independent auditors.
23.2 Consent of KPMG LLP, independent auditors.
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* Previously filed as an Exhibit to the Registrant's Current Report on
Form 8-K filed with the Securities and Exchange Commission on March 29,
2000.
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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: July 7, 2000 InfoSpace, Inc.
By: /s/ Tammy D. Halstead
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Tammy D. Halstead
Senior Vice President and Chief
Accounting Officer
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INDEX TO EXHIBITS
Exhibit
Number Description
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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, independent auditors.
23.2 Consent of KPMG LLP, independent auditors.
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* Previously filed as an Exhibit to the Registrant's Current Report on Form 8-K
filed with the Securities and Exchange Commission on March 29, 2000.
