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As filed with the Securities and Exchange Commission on February 17, 1999
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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)
AMENDED AND RESTATED 1996 STOCK OPTION/STOCK ISSUANCE PLAN
AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE 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.
David J. Segre, 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 Maximum Proposed Amount of
Title of Securities to Amount to be Offering Price Per Maximum Aggregate Registration
be Registered Registered(1) Share(2) Offering Price(2) Fee
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<S> <C> <C> <C> <C>
Common Stock, to be issued upon exercise
of options granted under Amended and Restated 1,200,000 $54.125 $64,950,000.00 $18,056.10
1996 Stock Option/Stock Issuance Plan
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Common Stock, to be issued under the
Amended and Restated Employee Stock
Purchase Plan 400,000 $54.125 $21,650,000.00 $ 6,018.70
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(1) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable under the Amended and Restated 1996 Stock
Option/Stock Issuance Plan and/or the Amended and Restated Employee Stock
Purchase Plan by reason of any stock dividend, stock split, recapitalization
or other similar transaction effected without the receipt of consideration
which results in an increase in the number of the outstanding shares of
Common Stock of Infoseek Corporation.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457 (c) under the Securities Act of 1933,
as amended ("the Act") based on the average of the high and low prices of
the Common Stock as reported on the Nasdaq National Market on February 10,
1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Explanatory Note
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This Registration Statement on Form S-8 is being filed for the purpose of
registering (i) an additional 1,200,000 shares of the Registrant's Common Stock
to be issued pursuant to the Registrant's Amended and Restated 1996 Stock
Option/Stock Issuance Plan and (ii) an additional 400,000 shares of the
Registrant's Common Stock to be issued pursuant to the Registrant's Amended and
Restated Employee Stock Purchase Plan (together, the "Plans"). The Registration
Statement on Form S-8 previously filed with the Securities and Exchange
Commission relating to the Plans (Commission File No. 333-61921) is incorporated
herein by reference.
Item 3. Information Incorporated by Reference.
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The Registration Statement on Form S-8 previously filed with the Securities
and Exchange Commission relating to the Plans (Commission File No. 333-61921) is
incorporated herein by reference. There are also hereby incorporated by
reference into this Registration Statement the following documents and
information heretofore filed with the Securities and Exchange Commission (the
"Commission") by Infoseek Corporation (the "Registrant"):
1. The Registrant's Transition Report on Form 10-K for the nine months
ended October 3, 1998, filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") on
February 16, 1999.
2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
January 2, 1999 as filed pursuant to Section 13 (a) of the Exchange
Act on February 16, 1999.
3. The Registrant's Current Report on Form 8-K dated as of November 18,
1998, as filed pursuant to Section 13(a) of the Exchange Act on
December 2, 1998, as amended on December 9, 1998.
4. The Registrant's Current Report on Form 8-K dated as of January 15,
1999, as filed pursuant to Section 13(a) of the Exchange Act on
January 29, 1999, as amended on February 12, 1999.
5. The Registrant's Current Report on Form 8-K dated as of January 28,
1999, as filed pursuant to Section 13(a) of the Exchange Act on
February 4, 1999.
6. The description of the Registrant's Preferred Share Purchase Rights
as contained in the Registrant's Registration Statement on Form 8-A
as filed pursuant to Section 12 (g) of the Exchange Act on November
17, 1998, including any amendment or report filed for purposes of
updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.
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Item 8. Exhibits.
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Number Document
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*4.1 Amended and Restated 1996 Stock Option/Stock Issuance Plan.
*4.2 Amended and Restated Employee Stock Purchase 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 (See page 4).
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* Incorporated by reference from the Registration Statement on Form S-8
for Infoseek Corporation, a California corporation (Registration Statement No.
333-61921), filed with the Commission August 20, 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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Sunnyvale, State of California, on February 16,
1999.
INFOSEEK CORPORATION
By: /s/ Leslie E. Wright
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Leslie E. Wright, Senior Vice President, Chief
Operating Officer and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Harry M. Motro and Leslie E. Wright and
each of them, acting individually, as his attorney-in-fact, with full power of
substitution, for him and in any and all capacities, to sign any and all
amendments to this Registration Statement on this Form S-8 (including post-
effective amendments or any abbreviated registration statements and any
amendments thereto filed pursuant to Rule 462(b) increasing the number of
securities for which registration is sought) and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
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 Senior Vice President, Chief February 17, 1999
- ----------------------------- Operating Officer and Chief Financial
Leslie E. Wright Officer
(Principal Accounting Officer)
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<S> <C> <C>
/s/ Steven T. Kirsch Chairman of the Board of Directors February 17, 1999
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Steven T. Kirsch
/s/ Matthew J. Stover Director February 17, 1999
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Matthew J. Stover
/s/ John E. Zeisler Director February 17, 1999
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John E. Zeisler
/s/ L. William Krause Director February 17, 1999
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L. William Krause
/s/ Steven M. Bornstein Director February 17, 1999
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Steven M. Bornstein
/s/ Robert A. Iger Director February 17, 1999
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Robert A. Iger
Director
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Jacob J. Winebaum
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INDEX TO EXHIBITS
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Exhibit
Number Document
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*4.1 Infoseek Corporation Amended and Restated 1996 Stock Option/Stock
Issuance Plan.
*4.2 Infoseek Corporation Amended and Restated Employee Stock Purchase
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 (See page 4).
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* Incorporated by reference from the Registration Statement on Form S-8
for Infoseek Corporation, a California corporation (Registration Statement No.
333-61921), filed with the Commission August 20, 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: 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") to be filed by Infoseek Corporation, a California corporation (the
"Registrant" or "you"), with the Securities and Exchange Commission on or about
February 17, 1999 in connection with the registration under the Securities Act
of 1933, as amended (the "1933 Act"), of 1,200,000 shares of your Common Stock,
no par value (the "Shares"), reserved for issuance pursuant to the Amended and
Restated 1996 Stock Option/Stock Issuance Plan (the "Plan"), and of 400,000
shares of your Common Stock, no par value (the "Shares"), reserved for issuance
pursuant to the Amended and Restated Employee Stock Purchase Plan (the "Purchase
Plan"). 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 Plan and the Purchase 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 Plan and the Purchase
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 Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, 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) pertaining to the 1996 Stock Option/Stock Issuance Plan and the Employee
Stock Purchase 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 of our report dated November 18, 1998 relating to the
financial statements of Starwave Corporaton 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 on
Form S-8 dated February 17, 1999 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 Statement on
Form S-8 of the 1996 Stock Option/Stock Issuance Plan 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,
stockholders equity (deficit), and cash flows for each of the years in the
three-year period ended December 31, 1997, that report is contained in the 8-K/A
filed 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 17, 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 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 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
