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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
November 18, 1998
INFOSEEK CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 000-25071 77-0494507
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1399 Moffett Park Drive
Sunnyvale, California 94089
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code: (408) 543-6000
Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) On November 18, 1998, Infoseek Corporation, a Delaware corporation
(the "Registrant"), pursuant to that certain Agreement and Plan of
Reorganization dated June 18, 1998 by and among the Registrant, Infoseek
Corporation, a California corporation and wholly owned subsidiary of the
Registrant ("Infoseek California"), Starwave Corporation, a Washington
corporation ("Starwave"), and Disney Enterprises, Inc. ("DEI") (the
"Reorganization Agreement"), the Registrant ceased to be a wholly owned
subsidiary of Infoseek California and the former shareholders of Infoseek
California and Starwave became the shareholders of the Registrant as a result of
the Mergers as described and defined below in Item 2. In addition, also on
November 18, 1998, pursuant to the Common Stock and Warrant Purchase Agreement
dated June 18, 1998 by and between the Registrant and The Walt Disney Company, a
Delaware corporation ("Disney") (the "Purchase Agreement"), Disney acquired
2,642,000 additional unregistered shares of common stock of the Registrant, par
value of $0.001 per share ("Infoseek Delaware Common Stock") (the "Shares"), and
a warrant to purchase 15,720,000 unregistered shares of Infoseek Delaware Common
Stock (the "Warrant") in exchange for approximately $70 million in cash and a
five year promissory note, principal amount $139 million. The Warrant vests,
subject to certain acceleration events, and becomes exercisable as to one-third
of the shares subject to the Warrant on each of the first three anniversaries of
November 18, 1998 at an exercise price equal to 120% of the average closing
sales price of the Infoseek Delaware common stock on the Nasdaq Stock Market for
the thirty trading days prior to each such vesting date, subject to a $50.00 per
share maximum exercise price.
As a result of Disney's prior ownership in Starwave through its affiliate
Disney Enterprises, Inc., and the purchase of the Shares and the Warrant,
Disney became the owner of approximately 43% of the outstanding Infoseek
Delaware Common Stock and will have the right to acquire, through the Warrant
and over time, approximately 50.1% of Infoseek Delaware Common Stock on a fully
diluted basis assuming exercise of all outstanding options, warrants and other
rights to acquire Infoseek Delaware Common Stock (including those assumed
pursuant to the Reorganization Agreement).
(b) Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) On November 18, 1998, pursuant to the Reorganization Agreement the
Registrant: (i) acquired Infoseek California through the merger of ICO
Acquisition Corp., a California corporation and a wholly-owned subsidiary of the
Registrant ("Infoseek Merger Sub"), with and into Infoseek California (the
"Infoseek Merger"), which survived the Infoseek Merger as a wholly-owned
subsidiary of the Registrant; and (ii) acquired Starwave through the merger of
Starwave Acquisition Corp., a Washington corporation and a wholly-owned
subsidiary of the Registrant ("Starwave Merger Sub"), with and into Starwave
(the "Starwave Merger"), which survived the Starwave Merger as a wholly-owned
subsidiary of the Registrant.
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Pursuant to the Infoseek Merger, each outstanding share of the common
stock, no par value, of Infoseek California ("Infoseek California Common
Stock"), was converted into the right to receive one share of the registered
Infoseek Delaware Common Stock. In addition, options and rights to acquire
approximately 8.6 million shares of Infoseek California Common Stock outstanding
under Infoseek California's option plans were assumed by the Registrant and
converted into options and rights to purchase the same number of shares of
Infoseek Delaware Common Stock. A Registration Statement on Form S-8 with
respect to the shares of Infoseek Delaware Common Stock underlying such options
and rights was filed by the Registrant on November 18, 1998.
Pursuant to the Starwave Merger, each outstanding share of the common
stock, par value of $0.01, of Starwave ("Starwave Common Stock") was converted
into the right to receive 0.2649570 of a share of Infoseek Delaware Common
Stock. As a result, approximately 97.8 million shares of Starwave Common Stock
outstanding immediately prior to the Merger were converted into approximately
25.9 million registered shares of Infoseek Delaware Common Stock. In addition,
options to acquire approximately 8.3 million shares of Starwave Common Stock
outstanding under Starwave's stock option plans were assumed by the Registrant
and converted into options to purchase approximately 2.2 million shares of
Infoseek Delaware Common Stock. An additional Registration Statement on Form S-
8 with respect to the shares of Infoseek Delaware Common Stock underlying such
options was filed by the Registrant on November 18, 1998.
The summary of the provisions of the Reorganization Agreement set forth
above is qualified by reference to the Reorganization Agreement, which is
incorporated herein by reference to Annex A to the Registration Statement on
Form S-4 of the Registrant (the "Form S-4"), as filed with the Securities and
Exchange Commission (the "Commission") on October 14, 1998.
ITEM 5. OTHER EVENTS
On October 2, 1998, the Board of Directors of the Registrant authorized
and declared a dividend of one Right pursuant to and as defined in that certain
Preferred Shares Rights Agreement dated October 2, 1998 by and between the
Registrant and BankBoston, N.A. for each share of Infoseek Delaware Common Stock
outstanding as of 5:00 p.m. New York time on November 18, 1998.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS
The Registrant will provide the financial statements required by
paragraph (a) of Item 7 of Form 8-K promulgated by the Commission pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), within 60
days of the date that this initial report on Form 8-K must be filed with the
Commission.
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(b) PRO FORMA FINANCIAL INFORMATION
The Registrant will provide the pro forma financial information required
by paragraph (b) of Item 7 of Form 8-K promulgated by the Commission pursuant to
the Exchange Act within 60 days of the date that this initial report on Form 8-K
must be filed with the Commission.
(c) EXHIBITS
2.1 Agreement and Plan of Reorganization dated as of June 18,
1998 among Infoseek Corporation, a California corporation,
Infoseek Corporation, a Delaware corporation, Starwave
Corporation, a Washington corporation, and Disney
Enterprises, Inc., a Delaware corporation. (1)
4.1 Specimen Stock Certificate of Registrant (2)
4.2 Preferred Shares Rights Agreement dated October 2, 1998 by
and between Registrant and BankBoston, N.A. (3)
23.1 Consents of experts (4)
27.1 Financial Data Schedules (4)
99.1 Financial Statements (4)
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(1) Incorporated by reference to Annex A-1 to Registrant's
Registration Statement on Form S-4, Registration No. 333-
65635, as filed with the Commission on October 14, 1998 (the
"Form S-4").
(2) Incorporated by reference to Exhibit 4.1 to the Form S-4.
(3) Incorporation by reference to Registrant's Registration
Statement on Form 8-A, filed with the Commission on November
17, 1998.
(4) To be filed by amendment as applicable.
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SIGNATURE
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.
INFOSEEK CORPORATION
Date: December 2, 1998 By: /s/ Leslie E. Wright
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Leslie E. Wright
Senior Vice President, Chief Operating Officer
and Chief Financial Officer
