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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):
January 15, 1999
INFOSEEK CORPORATION
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(Exact name of the 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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 15, 1999, Infoseek Corporation, a Delaware corporation (the
"Registrant"), pursuant to that certain Agreement and Plan of Reorganization
dated July 24, 1998 by and among Infoseek Corporation, a California corporation
and wholly owned subsidiary of the Registrant (which assigned its interest to
the Registrant pursuant to an Assignment and Assumption Agreement dated December
4, 1998), Steelhead Acquisition Corp., an Oregon corporation and wholly owned
subsidiary of the Registrant ("Merger Sub"), Quando, Inc., an Oregon corporation
("Quando"), David Billstrom and William Neuhauser, and with respect to Article
VII only, Stanton R. Koch as Shareholder Representative and U.S. Bank Trust,
N.A. as Escrow Agent, as amended by Amendment No. 1 to the Agreement and Plan of
Reorganization dated as of December 7, 1998 (as so amended, the "Reorganization
Agreement"), acquired Quando through the merger of Merger Sub with and into
Quando (the "Merger"), which survived the Merger as a wholly-owned subsidiary of
the Registrant.
Pursuant to the Merger, each outstanding share of Common Stock, Series A
Preferred Stock and Series B Preferred Stock of Quando ("Quando Capital Stock")
was converted into the right to receive 0.04951, 0.06281 and 0.05675,
respectively, of a share of the Registrant's Common Stock and accompanying
Preferred Share Purchase Rights ("Rights") pursuant to that certain Preferred
Shares Rights Agreement dated as of October 2, 1998 by and between the
Registrant and BankBoston N.A., one such right to accompany each share of the
Registrant's Common Stock issued in the Merger. As a result, approximately
7,799,993 shares of Quando Capital Stock outstanding immediately prior to the
Merger were converted into approximately 396,591 registered shares of the
Registrant's Common Stock. In addition, options to acquire approximately
525,521 shares of Quando Common Stock outstanding under Quando's stock option
plan were assumed by the Registrant and converted into options to purchase
approximately 26,019 shares of the Registrant's Common Stock. An additional
Registration Statement on Form S-8 with respect to the shares of the
Registrant's Common Stock underlying such options was filed by the Registrant on
January 21, 1999.
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 Exhibits 2.1 and 2.2 to the Registration
Statement on Form S-4 of the Registrant (File No. 333-68561) (the "Form S-4"),
declared effective by the Securities and Exchange Commission (the "Commission")
on January 13, 1999.
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"), if any
such information is required, 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, if any such pro forma financial information is required,
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 July
24, 1998, among Infoseek Corporation, a California
corporation, Steelhead Acquisition Corp., an Oregon
corporation, Quando, Inc., an Oregon corporation, David
Billstrom and William Neuhauser, and with respect to
Article VII only, Stanton R. Koch and U.S. Bank Trust,
N.A. (the "Reorganization Agreement") (1)
2.2 Amendment No. 1 to the Reorganization Agreement, dated
December 7, 1998 (2)
4.1 Specimen Stock Certificate of the Registrant (3)
4.2 Preferred Shares Rights Agreement dated October 2, 1998 by
and between the Registrant and BankBoston, N.A. (4)
23.1 Consents of experts (5)
27.1 Financial Data Schedules (5)
99.1 Financial Statements (5)
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(1) Incorporated by reference to Exhibit 2.1 to the
Registrant's Registration Statement on Form S-4 (File
No. 333-68561) declared effective January 13, 1999.
(2) Incorporated by reference to Exhibit 2.2 to the
Registrant's Registration Statement on Form S-4 (File
No. 333-68561) declared effective January 13, 1999.
(3) Incorporated by reference to Exhibit 4.1 to the
Registrant's Registration Statement on Form S-4 (File
No. 333-65635) declared effective October 14, 1998.
(4) Incorporation by reference to the Registrant's
Registration Statement on Form 8-A, filed with the
Commission on November 17, 1998.
(5) 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: January 29, 1999 By: /s/ Leslie E. Wright
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Leslie E. Wright
Senior Vice President, Chief Operating Officer
and Chief Financial Officer
