<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
___
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
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 number 1-11797
INFOSEEK CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 77-0494507
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1399 MOFFETT PARK DRIVE
SUNNYVALE, CA 94089
(Address of principal executive offices)
408-543-6000
(Registrant's telephone number, including area code)
Check whether the registrant: (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 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 No X
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As of October 31, 1998, there were 100 shares of the registrant's common stock
outstanding.
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<CAPTION>
PART I FINANCIAL INFORMATION NUMBER
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ITEM 1: Financial Statements........................................ 3
Condensed Balance Sheet as of September 30, 1998............ 3
Notes to Unaudited Condensed Financial Statements........... 4
ITEM 2: Management's Discussion and Analysis of Financial Conditions
and Results of Operations.............................. 6
PART II OTHER INFORMATION
ITEM 6: Exhibits and Reports on Form 8-K............................ 8
Signatures ............................................................ 9
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2
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PART I: FINANCIAL INFORMATION
ITEM 1. Financial Statements
INFOSEEK CORPORATION
UNAUDITED CONDENSED BALANCE SHEET
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<CAPTION>
SEPTEMBER 30,
1998
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ASSETS
Cash $ 1
========
SHAREHOLDERS' EQUITY:
Preferred stock, no par value:
Authorized shares -- 25,000,000 -- none issued
or outstanding -
Common stock, $0.001 par value:
Authorized shares -- 500,000,000 -- 100 issued
and outstanding -
Paid in Capital 1
--------
Total Shareholders' Equity $ 1
========
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See notes to unaudited condensed financial statements.
3
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INFOSEEK CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
1. ORGANIZATION AND BASIS OF PRESENTATION
Infoseek Corporation (the "Company") was incorporated on June 12, 1998 in the
State of Delaware as a wholly owned subsidiary of Infoseek Corporation, a
California Corporation ("Infoseek California"), for the purpose of effecting the
reincorporation of Infoseek California in connection with the Agreement and Plan
of Reorganization (as defined in the Management and Discussion Analysis on page
6) and has not conducted business activities to date. As a result of certain
mergers as contemplated in the Reorganization Agreement, "Infoseek Mergers",
Starwave Corporation, a Washington Corporation ("Starwave") and Infoseek
California, will become wholly-owned subsidiaries of Infoseek Delaware. As a
result, the Company filed with the Securities and Exchange Commission a joint
proxy statement for a special meeting of shareholders of Infoseek Corporation
and Starwave Corporation, to be held on November 18, 1998, to approve the
Reorganization Agreement and the issuance of common stock and warrants to
Disney.
The condensed balance sheet as of September 30, 1998 is unaudited and has been
prepared by the Company in accordance with generally accepted accounting
principles and reflects all adjustments, consisting only of normal recurring
adjustments which in the opinion of management are necessary to state fairly the
Company's financial position for the period presented. The preparation of the
balance sheet in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosure of contingent assets and
liabilities at the balance sheet date. The Company has not yet commenced
operations, and accordingly, no statements of operations or cash flows are
presented.
4
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2. SHAREHOLDER'S EQUITY
Common Stock
The authorized common stock of Infoseek Delaware consists of 500,000,000 shares,
$0.001 par value per share. As of September 30, 1998, there were 100 shares
issued and outstanding all of which were held by Infoseek California. The
holders of Infoseek Delaware common stock are entitled to one vote per share on
all matters to be voted upon by the stockholders. Stockholders may not cumulate
votes in connection with the election of directors. The holders of Infoseek
Delaware common stock are entitled to receive ratably such dividends, if any, as
may be declared from time to time by the Board of Directors out of funds legally
available therefor. In the event of a liquidation, dissolution or winding up of
Infoseek Delaware, the holders of Infoseek Delaware common stock are entitled to
share ratably in all assets remaining after payment of liabilities and payment
of liquidation preferences to holders of Preferred Stock, if any. Infoseek
Delaware common stock has no preemptive or conversion rights or other
subscription rights. There are no redemption or sinking fund provisions
applicable to Infoseek Delaware common stock. All outstanding shares of
Infoseek Delaware common stock are fully paid and non-assessable.
Preferred Stock
Infoseek Delaware has 25,000,000 shares of Preferred Stock authorized, of which,
no shares are outstanding. Subject to the terms of the Governance Agreement
(associated with the Infoseek Mergers), the Infoseek Delaware Board has the
authority to issue these shares of Preferred Stock in one or more series and to
fix the rights, preferences, privileges and restrictions, qualifications and
limitations granted to or imposed upon any unissued and undesignated shares of
Preferred Stock and to fix the number of shares constituting any series and the
designations of such series, without any further vote or action by the
stockholders (subject to applicable stock exchange rules). The Infoseek Delaware
Board, without stockholder approval (subject to applicable stock exchange
rules), can issue Preferred Stock with voting and conversion rights which could
adversely affect the voting power or other rights of the holders of Infoseek
Delaware common stock and the issuance of Preferred Stock may have the effect of
delaying, deferring or preventing a change in control of Infoseek Delaware.
Infoseek Delaware has initially reserved 100,000 shares of Series A
Participating Preferred Stock, par value $0.001 per share, for potential
issuance pursuant to the exercise of Rights under a Rights Plan.
5
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ITEM 2: Management's Discussion and Analysis of Financial Condition and Results
of Operations
Infoseek Corporation (the "Company") was incorporated on June 12, 1998 in the
State of Delaware as a wholly owned subsidiary of Infoseek Corporation, a
California Corporation ("Infoseek California"), for the purpose of effecting the
reincorporation of Infoseek California in connection with the transactions
discussed in the following paragraph and has not conducted business activities
to date. As a result, no management discussion and analysis is presented.
In June 1998, the Company entered into agreements with Infoseek California,
Starwave Corporation ("Starwave"), a Washington corporation, and with The Walt
Disney Company, a Delaware corporation, and certain Disney subsidiaries
(collectively "Disney") relating to an acquisition of Starwave by the Company
through a merger and exchange of shares (the "Starwave Acquisition") pursuant to
an Agreement and Plan of Reorganization (the "Reorganization Agreement"). In
accordance with the Agreement and Plan of Reorganization, the Company will issue
25,511,922 shares of common stock for all outstanding Starwave shares. The
Company will also reserve 2,626,078 shares of common stock, in connection with
outstanding stock options of Starwave, to be assumed by the Company. The fair
value of the Company's shares and options to be issued is approximately $897.8
million. In addition, the Company will incur direct acquisition costs of
approximately $22.0 million, which will be included in the purchase price of
Starwave. The total purchase price of Starwave is therefor approximately $919.8
million. The Starwave acquisition is to be accounted for as a purchase
transaction. In addition, conditioned upon and subject to consummation of the
proposed transactions, Disney will purchase an additional 2,642,000 unregistered
shares of Company common stock and a warrant, subject to vesting, to purchase an
additional 15,720,000 unregistered shares of Company common stock (the
"Warrant") in exchange for approximately $70.0 million in cash and a $139.0
million five-year promissory note. The warrant will enable Disney to achieve a
majority stake in the Company over time. The agreements are subject to
customary closing conditions including shareholder approvals and governmental
regulatory approvals.
In addition, the Company and Disney have proposed to establish a strategic
relationship concerning the development, launch and promotion of a planned new
Internet portal service (the "New Portal Service") that would combine certain
content, promotion, brands and technologies of Infoseek, Starwave and its joint
ventures relating to ESPN SportsZone, ABCNews.com and certain Disney web sites.
In connection with the New Portal Service, a subsidiary of Disney has agreed to
provide, and the Company has agreed to purchase $165 million in promotional
support and activities over five years.
6
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RISK FACTORS
The Company is presently a wholly owned subsidiary of Infoseek California and
has not conducted business activities to date. Until such time as the
transactions described above are consummated, if at all, the shares of the
Company will not be publicly traded.
7
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PART II: OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K
a) Exhibit
27.1 Financial Data Schedule
b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the quarter ended
September 30, 1998.
8
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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 thereunto duly authorized.
INFOSEEK CORPORATION
By: /s/ Remo Canessa
---------------------------------------------
Remo Canessa
Vice President, Chief Financial Officer
(Principal Accounting and Financial Officer)
Dated: November 16, 1998
By: /s/ Leslie E. Wright
---------------------------------------------
Leslie E. Wright
Vice President, Chief Operating Officer
Dated: November 16, 1998
9
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