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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
POST-EFFECTIVE AMENDMENT NO. 1
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.[_]
Securities Act registration statement file number to which this form
relates:
___________ (if applicable)
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:
Preferred Share Purchase Rights
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(Title of Class)
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Item 1. Description of Securities to be Registered.
On July 10, 1999, Infoseek Corporation, a Delaware corporation,
("Infoseek") entered into an Agreement and Plan of Reorganization dated July 10,
1999 by and among Infoseek, The Walt Disney Company, a Delaware corporation
("Disney"), and Bingo Acquisition Corp., a Delaware corporation and a wholly
owned subsidiary of Disney (the "Reorganization Agreement.") The Reorganization
Agreement and the transactions contemplated by the Reorganization Agreement are
explained in detail in Infoseek's definitive proxy statement dated September 30,
1999 for a special meeting of stockholders to be held on November 17, 1999.
On October 8, 1999 Infoseek and BankBoston, N.A., a national banking
association (the "Rights Agent"), entered in to an amendment ("Amendment No. 1")
to the Preferred Shares Rights Agreement dated October 2, 1998 (the "Rights
Agreement") between Infoseek and the Rights Agent. Amendment No. 1 excludes
Disney and any certain corporations controlled by Disney from the definition of
"Acquiring Person" as a result of the execution, delivery or performance of the
Reorganization Agreement by the parties thereto or the consummation of the
transactions contemplated by the Reorganization Agreement. Amendment No. 1,
which is attached hereto as Exhibit 1, is incorporated herein by reference.
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Item 2. Exhibits.
1. Amendment No. 1 to Rights Agreement
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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: October 12, 1999 /s/ Harry M. Motro
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Harry M. Motro
President and Chief Executive Officer
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Exhibit Exhibit
No. -------
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1. Amendment No. 1 to Rights Agreement
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Exhibit 1
FIRST AMENDMENT TO PREFERRED SHARES RIGHTS AGREEMENT
FIRST AMENDMENT, dated as of October 8, 1999 to the Preferred Shares Rights
Agreement dated October 2, 1998 between Infoseek Corporation, a Delaware
corporation (the "Company") and BankBoston, N.A., a national banking
association, as Rights Agent (the "Rights Agent") (the "Rights Agreement").
WITNESSETH
WHEREAS, the Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement;
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company and
the Rights Agent may from time to time supplement or amend the Rights Agreement
in accordance with the provisions of Section 27 thereof; and
WHEREAS, the Board of Directors of the Company has determined that it is in
the best interest of the Company and its stockholders to amendment the Rights
Agreement as provided herein.
NOW THEREFORE, in consideration of the foregoing and the mutual agreements
set forth herein, the Company and the Rights Agent agree as follows:
1. Amendment to Section 1(p). Subparagraph (p) in Section 1 of the Rights
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Agreement is hereby amended and restated in its entirety as follows:
"Excluded Person" shall mean (i) the Company, any Subsidiary of the Company
or any employee benefit plan of the Company or of any Subsidiary of the
Company, or any entity holding Common Shares for or pursuant to the terms
of any such plan; (ii) The Walt Disney Company, a Delaware corporation
("Disney"), and any Purchaser Controlled Corporation (as such term is
defined in that certain Governance Agreement, dated as of June 18, 1998
(the "Governance Agreement"), by and among Disney, Disney Enterprises Inc.,
a Delaware corporation ("DEI"), and the Company, provided that, Disney or
any such Purchaser Controlled Corporation is not in material breach of its
obligations under Sections 2.1(a), 2.1(d), 2.1(e), 2.1(f) or 4.4 of the
Governance Agreement entered into in connection with the several
transactions contemplated by that certain Agreement and Plan of
Reorganization, dated as of June 18, 1998 (the "Merger Agreement"), by and
among the Company, Infoseek Corporation, a California corporation
("Infoseek-California"), Starwave Corporation, a Washington corporation,
and DEI; or (iii) Disney and any Purchaser Controlled Corporation, as a
result of the execution, delivery or performance by the parties thereto of
that certain Agreement and Plan of Reorganization dated as of July 10, 1999
between Infoseek Corporation, Disney and Bingo Acquisition Corp., as the
same may be
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amended from time to time, or the consummation of the transactions
contemplated thereby pursuant to the terms thereof.
2. Effect of Amendment. Except as expressly amended hereby, the Rights
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Agreement shall remain in full force and effect and unchanged.
3. Governing Law. This Amendment shall be deemed to be a contract made
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under the laws of all be deemed to be a contract made under the laws of the
State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such State applicable to contracts to be made and
performed entirely within such State.
4. Counterparts. This Agreement may be executed in any number of
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counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.
[ Remainder of page intentionally left blank ]
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IN WITNESSS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
"COMPANY" INFOSEEK CORPORATION
By: /s/ Harry M. Motro
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Name: Harry M. Motro
Title: President and Chief Executive Officer
"RIGHTS AGENT" BANKBOSTON, N.A.
By: /s/ Joshua P. McGinn
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Name: Joshua P. McGinn
Title: Senior Account Manager
