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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
INFOSEEK CORPORATION.
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(Exact name of Registrant as specified in its charter)
DELAWARE 77-0494507
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(State of incorporation or organization) (IRS Employer Identification No.)
1399 Moffett Park Drive
Sunnyvale, CA 94089
(Address of principal executive offices) (Zip Code)
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If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [_]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this form
relates:
333-65635 (if applicable)
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Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.001 PER SHARE
PREFERRED SHARE PURCHASE RIGHTS
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(Title of Class)
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Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
COMMON STOCK
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Incorporated by reference to page 158 of the Joint Proxy
Statement/Prospectus contained in the Company's Registration Statement on Form
S-4 (Commission File No. 333-65635) declared effective on October 14, 1998.
PREFERRED SHARE PURCHASE RIGHTS
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Pursuant to a Preferred Shares Rights Agreement dated October 2, 1998
(the "Rights Agreement") between Infoseek Corporation (the "Company") and
BankBoston, N.A. as Rights Agent (the "Rights Agent"), the Company's Board of
Directors has declared a dividend of one right (a "Right") to purchase one one-
thousandth of a share of the Company's Series A Participating Preferred Stock
("Series A Preferred") for each outstanding share of Common Stock, no par value
("Common Shares"), of the Company. The dividend is payable on the date of the
consummation of the several transactions contemplated by that certain Agreement
and Plan of Reorganization (the "Merger Agreement"), dated June 18, 1998, by and
among the Company, Infoseek Corporation, a California corporation, The Walt
Disney Company, a Delaware corporation ("TWDC"), Disney Enterprises, Inc., a
Delaware corporation, and Starwave Corporation, a Washington corporation, to
shareholders of record as of the close of business on that day (the "Record
Date"). Each Right entitles the registered holder to purchase from the Company
one one-thousandth of a share of Series A Preferred at an exercise price of
$150.00 (the "Exercise Price"), subject to adjustment.
The following summary of the principal terms of the Rights Agreement is a
general description only and is subject to the detailed terms and conditions of
the Rights Agreement. A copy of the Rights Agreement is attached as Exhibit 2
to this Registration Statement and is incorporated herein by reference.
Rights Evidenced by Common Share Certificates
The Rights will not be exercisable until the Distribution Date (defined
below). Certificates for the Rights ("Rights Certificates") will not be sent to
shareholders, and the Rights will attach to and trade only together with the
Common Shares. Accordingly, Common Share certificates outstanding on the Record
Date will evidence the Rights related thereto, and Common Share certificates
issued after the Record Date will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender or transfer of any certificates for
Common Shares, outstanding as of the Record Date, even without notation or a
copy of the Summary of Rights being attached thereto, also will constitute the
transfer of the Rights associated with the Common Shares represented by such
certificate.
Distribution Date
The Rights will separate from the Common Shares, Rights Certificates will
be issued and the Rights will become exercisable upon the earlier of: (i) ten
days following the date of the first public
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announcement by the Company or an Acquiring Person (as defined below) that an
Acquiring Person has become such (the "Shares Acquisition Date") and (ii) ten
business days (or such later date as may be determined by the Board of
Directors) following the commencement of, or announcement of an intention to
make, a tender offer or exchange offer, the consummation of which would result
in a person or group becoming an Acquiring Person. The earlier of such dates is
referred to as the "Distribution Date." A person or group of affiliated or
associated persons that beneficially owns, or has the right to acquire
beneficial ownership of, 15% or more of the outstanding Common Shares is
referred to as an "Acquiring Person." TWDC and certain of its subsidiaries are
excluded from the definition of "Acquiring Person" in certain circumstances, as
further described in the Rights Agreement.
Issuance of Rights Certificates; Expiration of Rights
As soon as practicable following the Distribution Date, separate Rights
Certificates will be mailed to holders of record of the Common Shares as of the
close of business on the Distribution Date and such separate Rights Certificates
alone will evidence the Rights from and after the Distribution Date. The Rights
will expire on the earliest of (i) September 9, 2008 (the "Final Expiration
Date") or (ii) redemption or exchange of the Rights as described below.
Initial Exercise of the Rights
Following the Distribution Date, and until one of the further events
described below, holders of the Rights will be entitled to receive, upon
exercise and the payment of the Exercise Price, one one-thousandth of a share of
the Series A Preferred.
Right to Buy Company Common Shares
Unless the Rights are earlier redeemed, in the event that a person becomes
an Acquiring Person (a "Triggering Event"), then proper provision will be made
so that each holder of a Right that has not theretofore been exercised (other
than Rights beneficially owned by the Acquiring Person or any affiliate of the
Acquiring Person, which will thereafter be void) will thereafter have the right
to receive, upon exercise, Common Shares having a value equal to two times the
Exercise Price. In the event that the Company does not have sufficient Common
Shares available for all Rights to be exercised, or the Board decides that such
action is necessary and not contrary to the interests of Rights holders, the
Company may instead substitute cash, assets or other securities for the Common
Shares for which the Rights would have been exercisable.
Right to Buy Acquiring Company Stock
Similarly, unless the Rights are earlier redeemed, in the event that, after
a Triggering Event, (i) the Company is acquired in a merger or other business
combination transaction, or (ii) 50% or more of the Company's consolidated
assets or earning power are sold (other than in transactions in the ordinary
course of business), proper provision must be made so that each holder of a
Right that has not theretofore been exercised (other than Rights beneficially
owned by the Acquiring Person or any affiliate of the Acquiring Person, which
will thereafter be void) will thereafter have the right to
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receive, upon exercise, shares of common stock of the acquiring company having a
value equal to two times the Exercise Price.
Exchange Provision
At any time after a Triggering Event and prior to the acquisition by any
person or entity of beneficial ownership of 50% or more of the Company's
outstanding Common Shares, the Board of Directors of the Company may exchange
the Rights (other than Rights owned by the Acquiring Person), in whole or in
part, at an exchange ratio of one Common Share per Right.
Redemption
At any time on or prior to the close of business on the earlier of (i) the
Shares Acquisition Date and (ii) the Final Expiration Date of the Rights, the
Company may redeem the Rights in whole, but not in part, at a price of $.001 per
Right.
Notwithstanding the foregoing, in the event that a majority of the Board of
Directors of the Company is elected by shareholder action by written consent,
then until the earlier to occur of (i) the 180th day following the effectiveness
of such election or (ii) the next regular annual meeting of shareholders of the
Company following the effectiveness of such election (including any postponement
or adjournment thereof), the Rights shall not be redeemed if such redemption is
reasonably likely to have the purpose or effect of facilitating any Transaction
(defined as merger, consolidation or sale of assets or any acquisition of Common
Shares that would result in a person becoming an Acquiring Person) with an
Interested Person (defined as a person or group who (i) is or will become an
Acquiring Person if the Transaction were to be consummated, and who (ii) is, or
directly or indirectly proposed, nominated or financially supported a director
of the Company in office at the time of consideration of the Transaction in
question who was elected by written consent of shareholders).
Adjustments to Prevent Dilution
The Exercise Price payable, the number of Rights, and the number of Series
A Preferred or Common Shares or other securities or property issuable upon
exercise of the Rights are subject to adjustment from time to time in connection
with the dilutive issuances by the Company as set forth in the Rights Agreement.
With certain exceptions, no adjustment in the Exercise Price will be required
until cumulative adjustments require an adjustment of at least 1% in such
Exercise Price.
Cash Paid Instead of Issuing Fractional Shares
No fractional portion less than integral multiples of one Common Share or
one one-thousandth of a share of Series A Preferred will be issued upon exercise
of a Right and in lieu thereof, an adjustment in cash will be made based on the
market price of the security to be so issued on the last trading date prior to
the date of exercise.
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No Shareholders' Rights Prior to Exercise
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company (other than any rights resulting from
such holder's ownership of Common Shares), including, without limitation, the
right to vote or to receive dividends.
Amendment of Rights Agreement
The provisions of the Rights Agreement may be supplemented or amended by
the Board of Directors in any manner prior to the Distribution Date. After such
date, the provisions of the Rights Agreement may be amended by the Board in
order to cure any ambiguity, defect or inconsistency, to make changes that do
not adversely affect the interests of holders of Rights (excluding the interests
of any Acquiring Person), or to shorten or lengthen any time period under the
Rights Agreement; provided, however, that no amendment to adjust the time period
governing redemption shall be made at such time as the Rights are not
redeemable.
In the event that a majority of the Board of Directors of the Company is
elected by shareholder action by written consent, then until the earlier to
occur of (i) the 180th day following the effectiveness of such election or (ii)
the next regular annual meeting of shareholders of the Company following the
effectiveness of such election (including any postponement or adjournment
thereof), the Rights Agreement shall not be supplemented or amended in any
manner reasonably likely to have the purpose or effect of facilitating a
Transaction with an Interested Person.
Rights and Preferences of the Series A Preferred
Series A Preferred purchasable upon exercise of the Rights will not be
redeemable. Each share of Series A Preferred will be entitled to an aggregate
dividend of 1000 times the dividend declared per Common Share. In the event of
liquidation, in preference to the holders of shares of stock ranking junior to
the Series A Preferred, the holders of the Series A Preferred will be entitled
to receive the greater of (i) one hundred fifty dollars ($150.00) per share,
plus an amount equal to accrued and unpaid dividends and distributions thereon,
whether or not declared, to the date of such payment, or (ii) 1000 times the
payment made per share of Common Stock (the "Series A Liquidation Preference").
Each share of Series A Preferred will have 1000 votes, voting together with the
Common Shares. These dividend, liquidation and voting rights of the Series A
Preferred are protected by customary anti-dilution provisions.
Certain Anti-takeover Effects
The Rights approved by the Board are designed to protect and maximize the
value of the outstanding equity interests in the Company in the event of an
unsolicited attempt by an acquiror to take over the Company, in a manner or on
terms not approved by the Board of Directors. Takeover attempts frequently
include coercive tactics to deprive the Company's Board of Directors and its
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shareholders of any real opportunity to determine the destiny of the Company.
The Rights have been declared by the Board in order to deter such tactics,
including a gradual accumulation of shares in the open market of a 15% or
greater position to be followed by a merger or a partial or two-tier tender
offer that does not treat all shareholders equally. These tactics unfairly
pressure shareholders, squeeze them out of their investment without giving them
any real choice and deprive them of the full value of their shares.
The Rights are not intended to prevent a takeover of the Company and will
not do so. The Rights may be redeemed by the Company at $0.001 per Right within
ten days after the accumulation of 15% or more of the Company's shares by a
single acquiror or group. Accordingly, the Rights should not interfere with any
merger or business combination approved by the Board of Directors, including
without limitation the transactions contemplated under the Merger Agreement.
Issuance of the Rights does not in any way weaken the financial strength of
the Company or interfere with its business plans. The issuance of the Rights
themselves has no dilutive effect, will not affect reported earnings per share,
should not be taxable to the Company or to its shareholders, and will not change
the way in which the Company's shares are presently traded. The Company's Board
of Directors believes that the Rights represent a sound and reasonable means of
addressing the complex issues of corporate policy created by the current
takeover environment.
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Item 2. EXHIBITS.
1. Specimen Stock Certificate for Registrant's Common Stock. (1)
2. Preferred Shares Rights Agreement, dated as of September 9, 1998
between Registrant and BankBoston, N.A., including the
Certificate of Designations, the form of Rights Certificate and
the Summary of Rights attached thereto as Exhibits A, B and C,
respectively. (1)
3. Amended and Restated Certificate of Incorporation of Registrant,
as amended. (1)
4. Amended and Restated Bylaws of Registrant, as amended. (1)
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(1) Previously filed as an exhibit to the Registrant's Registration Statement
on Form S-4 (Commission File No. 333-65635) declared effective October 14,
1998.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.
INFOSEEK CORPORATION
Date: November 17, 1998
/s/ Remo E. Canessa
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Remo E. Canessa
Vice President and Chief Financial Officer
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EXHIBIT INDEX
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EXHIBIT
NO. EXHIBIT
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1. Specimen Stock Certificate for Registrant's Common Stock. (1)
2. Preferred Shares Rights Agreement, dated as of September 9, 1998
between Registrant and BankBoston, N.A., including the
Certificate of Designations, the form of Rights Certificate and
the Summary of Rights attached thereto as Exhibits A, B and C,
respectively. (1)
3. Amended and Restated Certificate of Incorporation of Registrant,
as amended. (1)
4. Amended and Restated Bylaws of Registrant, as amended. (1)
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(1) Previously filed as an exhibit to the Registrant's Registration Statement
on Form S-4 (Commission File No. 333-65635) declared effective October 14,
1998.
