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As filed with the Securities and Exchange Commission on February 17, 1999
Registration No. 333-67507
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8 POS
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
INFOSEEK CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 77-0494507
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(State of Incorporation) (I.R.S. Employer Identification No.)
1399 Moffett Park Drive
Sunnyvale, California 94089
(Address, including zip code, of Registrant's principal executive offices)
STARWAVE CORPORATION REVISED 1992 COMBINED INCENTIVE AND
NONQUALIFIED STOCK OPTION PLAN,
AMENDED AND RESTATED AS OF MARCH 7, 1995
STARWAVE CORPORATION
1997 NONQUALIFIED STOCK OPTION PLAN
(Full Title of the Plans)
Harry M. Motro
President and Chief Executive Officer
INFOSEEK CORPORATION
1399 Moffett Park Drive
Sunnyvale, California 94089
(408) 543-6000
(Name, address, and telephone number, including area code, of agent for service)
COPY TO:
Aaron J. Alter, Esq.
Adam R. Dolinko, Esq.
Elizabeth C. Hewitt, Esq.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to to be Offering Price Aggregate Registration
be Registered Registered(1) Per Share Offering Price Fee
<S> <C> <C> <C> <C>
Common Stock of the Company to be 921,357 $ 1.00 (2) $ 921,357.00 $ 257.00
issued upon exercise of options
granted under the Starwave
Corporation Revised 1992 Combined
Incentive and Nonqualified Stock
Option Plan, Amended and Restated
as of March 7, 1995 (the "1992 Plan")
Common Stock of the Company to be 1,283,960 $10.39 (2) $13,340,344.40 $3,709.00
issued upon exercise of options
granted under the Starwave
Corporation 1997 Nonqualified Stock
Option Plan (the "1997 Plan")
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(1) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable under the Plan being registered pursuant to this
Registration Statement by reason of any stock dividend, stock split,
recapitalization or any other similar transaction effected without the
receipt of consideration which results in an increase in the number of the
Registrant's outstanding shares of Common Stock.
(2) Computed in accordance with Rule 457(h) under the Securities Act solely for
the purpose of calculating the registration fee. Computation based on the
weighted average per share exercise price (rounded to the nearest cent) of
outstanding options under the Plan, the underlying shares of which are
registered hereby.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Incorporation of Previous Registration Statement.
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Pursuant to General Instruction E of Form S-8, there is hereby incorporated
by reference into this Post-Effective Amendment No. 1 to the Registration
Statement on Form S-8 (the "Post-Effective Amendment") the Registration
Statement on Form S-8 previously filed by the Registrant with the Securities and
Exchange Commission ("SEC") on November 18, 1998, SEC File No. 333-67507. This
Post-Effective Amendment is filed solely to correct the number appearing in the
"Amount to be Registered" column in the Calculation of Registration Fee table
from 3,477,384 shares to 921,357 shares being registered in connection with the
Starwave Corporation Revised 1992 Combined Incentive and Nonqualified Stock
Option Plan, Amended and Restated as of March 7, 1995 (the "1992 Plan"), and to
provide a revised opinion of counsel with respect to the legality of the
securities being registered. As no additional securities are being registered
hereby, no registration fee is due at this time.
Item 8. Exhibits.
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Number Document
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4.1* Starwave Corporation Revised 1992 Combined Incentive and Nonqualified
Stock Option Plan, Amended and Restated as of March 7, 1995.
4.2* Starwave Corporation 1997 Nonqualified Stock Option Plan.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, with respect to the legality of the securities being
registered.
23.1 Consent of Counsel (contained in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP / Infoseek.
23.3 Consent of PricewaterhouseCoopers LLP / Starwave.
23.4 Consent of KPMG LLP / Starwave.
23.5 Consent of KPMG Peat Marwick LLP / Quando.
23.6 Consent of PricewaterhouseCoopers LLP / ABC News / Starwave Partners.
23.7 Consent of PricewaterhouseCoopers LLP / ESPN / Starwave Partners.
24.1 Power of Attorney (previously filed).
* Incorporated by reference from the Registrant's Registration Statement on
Form S-8 (Registration Statement No. 333-67507), declared effective by the
Securities and Exchange Commission on November 18, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Infoseek Corporation, certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale,
State of California, on February 17, 1999.
INFOSEEK CORPORATION
By: /s/ Harry M. Motro
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Harry M. Motro
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
<S> <C> <C>
/s/ Harry M. Motro President, Chief Executive Officer February 17, 1999
- ------------------------------- (Principal Executive Officer) and
Harry M. Motro Director
/s/ Leslie E. Wright Sr. Vice President, Chief Operating Officer February 17, 1999
- ------------------------------- and Chief Financial Officer (Principal
Leslie E. Wright Accounting Officer)
* Chairman of the Board of Directors February 17, 1999
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Steven T. Kirsch
* Director February 17, 1999
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Matthew J. Stover
* Director February 17, 1999
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John E. Zeisler
* Director February 17, 1999
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L. William Krause
Director
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Steven M. Bornstein
Director
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Robert A. Iger
Director
- -------------------------------
Jacob J. Winebaum
*By: /s/ Harry M. Motro Attorney-in-Fact February 17, 1999
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Harry M. Motro
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INDEX TO EXHIBITS
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Exhibit
Number Description
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*4.1 Starwave Corporation Revised 1992 Combined Incentive and
Nonqualified Stock Option Plan, Amended and Restated as of March 7,
1995.
*4.2 Starwave Corporation 1997 Nonqualified Stock Option Plan.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, with respect to the legality of the securities being
registered.
23.1 Consent of Counsel (contained in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP / Infoseek.
23.3 Consent of PricewaterhouseCoopers LLP / Starwave.
23.4 Consent of KPMG LLP / Starwave.
23.5 Consent of KPMG Peat Marwick LLP / Quando.
23.6 Consent of PricewaterhouseCoopers LLP/ABC News/Starwave Partners.
23.7 Consent of PricewaterhouseCoopers LLP/ESPN/Starwave Partners.
24.1 Power of Attorney (previously filed).
* Incorporated by reference from the Registrant's Registration Statement on
Form S-8 (Registration Statement No. 333-67507), declared effective by the
Commission on November 18, 1998.
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Exhibit 5.1
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February 17, 1999
Infoseek Corporation
1399 Moffett Park Drive
Sunnyvale, California 94089
Re: Post-Effective Amendment to Registration Statement on Form S-8
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Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the "Registration
Statement") filed by Infoseek Corporation, a Delaware corporation (the
"Registrant" or "you"), with the Securities and Exchange Commission on November
18, 1998 and the Post-Effective Amendment No. 1 to the Registration Statement
(the "Post-Effective Amendment") to be filed on or about February 17, 1999 in
connection with the registration under the Securities Act of 1933, as amended
(the "1933 Act"), of 921,357 shares of your Common Stock, par value $0.001,
reserved for issuance pursuant to the Starwave Corporation Revised 1992 Combined
Incentive and Nonqualified Stock Option Plan, Amended and Restated as of March
7, 1995 (the "1992 Plan"), and of 1,283,960 shares of your Common Stock, par
value $0.001, reserved for issuance pursuant to the Starwave Corporation 1997
Restated Nonqualified Stock Option Plan (the "1997 Plan") (collectively, the
"Shares"). As your legal counsel, we reviewed the actions taken and proposed to
be taken by you in connection with the proposed sale and issuance of the Shares
by the Registrant under the 1992 Plan and the 1997 Plan.
It is our opinion that, upon completion of the actions being taken, or
contemplated by us as your counsel to be taken, by you prior to the issuance of
the Shares pursuant to the Registration Statement, the Post-Effective Amendment,
the 1992 Plan and the 1997 Plan, and upon completion of the actions being taken
in order to permit such transactions to be carried out in accordance with the
securities laws of the various states where required, the Shares will be legally
and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Post-Effective
Amendment and further consent to the use of our name wherever appearing in the
Post-Effective Amendment, including any Prospectus constituting a part thereof,
and any amendments thereto. This opinion may be incorporated by reference in
any abbreviated registration statement filed pursuant to Item E under the
general instructions to Form S-8 under the Securities Act of 1933 with respect
to the Registration Statement.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich &Rosati
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Exhibit 23.2
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CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8/A) pertaining to the Starwave Corporation Revised 1992 Combined Incentive
and Nonqualified Stock Option Plan, Amended and Restated as of March 7, 1995 and
the Starwave Corporation 1997 Nonqualified Stock Option Plan of Infoseek
Corporation of our reports dated January 20, 1999 with respect to the
consolidated financial statements and schedule of Infoseek Corporation included
in its Annual Report (Form 10-K) for the year ended October 3, 1998, filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
San Jose, California
February 11, 1999
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Exhibit 23.3
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Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8/A of Infoseek Corporation of our report dated November 18,
1998 relating to the financial statements of Starwave Corporation as of October
4, 1998 and September 28, 1997 and for the year ended October 4, 1998 and the
nine months ended September 28, 1997, appearing in Infoseek Corporation's Annual
Report on Form 10-K for the nine months ended October 3, 1998.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Seattle, Washington
February 10, 1999
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Exhibit 23.4
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Consent of Independent Auditors
The Board of Directors
Starwave Corporation:
We consent to the incorporation by reference in the registration statement (No.
333-67507) on Form S-8 of Infoseek Corporation of our report dated February 7,
1997, with respect to the balance sheet of Starwave Corporation as of December
31, 1996, and the related statements of operations, shareholders' deficit, and
cash flows for the year then ended.
KPMG LLP
Seattle, Washington
February 10, 1999
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Exhibit 23.5
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Consent of Independent Auditors
The Board of Directors
Infoseek Corporation:
We consent to the incorporation by reference in the Registration Statements
(Nos. 333-70939, 333-67507, 333-67517, and 333-67519) on Forms S-8 of Infoseek
Corporation of our report dated August 18, 1998, with respect to the balance
sheets of Quando, Inc. as of December 31, 1996 and 1997, and the related
statements of operations, stockholder's equity (deficit), and cash flows for
each of the years in the three-year period ended December 31, 1997, which report
appears in the Form 8-K/A of Infoseek Corporation dated on or about February 16,
1999.
Our report dated August 18, 1998, contains an explanatory paragraph that states
that the Company has suffered recurring losses from operations and has a net
capital deficiency, which raises substantial doubt about its ability to continue
as a going concern. The financial statements do not include any adjustments
that might result from the outcome of that uncertainty.
/s/ KPMG Peat Marwick LLP
Portland, Oregon
February 16, 1999
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Exhibit 23.6
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Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8/A of Infoseek Corporation of our report dated November
18, 1998 relating to the financial statements of ABC News/Starwave Partners as
of October 4, 1998 and September 28, 1997 and for the year ended October 4,
1998 and the six months ended September 28, 1997, which appears in the Current
Report on Form 8-K/A of Infoseek Corporation dated December 9, 1998.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Seattle, Washington
February 10, 1999
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Exhibit 23.7
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Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8/A of Infoseek Corporation of our report dated November
18, 1998 relating to the financial statements of ESPN/Starwave Partners as of
October 4, 1998 and September 28, 1997 and for the year ended October 4, 1998
and the six months ended September 28, 1997, which appears in the Current
Report on Form 8-K/A of Infoseek Corporation dated December 9, 1998.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Seattle, Washington
February 10, 1999
