As filed with the Securities and Exchange Commission on October , 2000
Registration No. 333-12208
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 4
TO FORM F-4
ON FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TERRA NETWORKS, S.A.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
Kingdom of Spain 7375 Not Applicable
(State or Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
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Via de las Dos Castillas, 33
Complejo Atica
Edifico 1
Pozuelo de Alarcon
28223 Madrid, Spain
(34) 91-452-3000
(Address of Principal Executive Offices)
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The Terra/Lycos Option and Restricted Stock Adjustment Program
(Full Title of the Plan)
Terra Networks USA
1001 Brickell Bay Drive, Suite 2300
Miami, FL 33131
(305) 577-8880
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Diane G. Kerr Faiza J. Saeed
Andres V. Gil Cravath, Swaine & Moore
Davis Polk & Wardwell Worldwide Plaza
450 Lexington Avenue 825 Eighth Avenue
New York, New York 10017 New York, New York 10019
(212) 450-4000 (212) 474-1000
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Approximate date of commencement of proposed sale to employees: From
time to time after the effective date of this Amendment.
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CALCULATION OF REGISTRATION FEE
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Proposed
Maximum Proposed Maximum Amount of
Title of Each Class Amount to be Offering Price Aggregate Offering Registration Fee
of Securities to be Registered(1) Registered (2) Per Share Price (3)
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Ordinary Shares, nominal value (U)2.00
per share . . . . . . . . . . . . 62,540,249 N/A N/A $0
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(1) This registration statement also registers an equal number of American
Depositary Shares issuable upon deposit of the securities registered
hereby.
(2) This post-effective Amendment No. 4 to Form F-4 on Form S-8 covers
62,540,249 ordinary shares of the Registrant's stock, nominal value
(U)2.00 per share, originally registered on the Registration Statement on
Form S-4 to which this Post-Effective Amendment relates. These 62,540,249
shares are to be issued in connection with the exercise of stock options
that have been granted under various employee and director stock incentive
plans and arrangements of Lycos, Inc. and converted into options to
purchase ordinary shares of the Registrant pursuant to the terms of the
transactions contemplated by the Amended and Restated Agreement and Plan
of Reorganization among the Registrant, Lycos, Inc. and Lycos Virginia,
Inc. and the Terra/Lycos Option and Restricted Stock Adjustment Program
(the "Program"). See "Purpose of Amendment."
(3) The Registrant previously paid $2,366,467 upon the initial filing of the
Registration Statement to register 340,922,711 ordinary shares issuable to
the stockholders of Lycos, including the 62,540,249 ordinary shares of
which may be issued pursuant to the Program.
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PURPOSE OF AMENDMENT
The purpose of this Post-Effective Amendment No. 4 is to register on Form
S-8 an aggregate of 62,540,249 ordinary shares nominal value (U)2.00 per share,
of the Registrant previously registered on Form F-4 (Registration No.
333-12208) for issuance pursuant to options granted under various employee and
director stock incentive plans and arrangements of Lycos, Inc. and converted
into options to purchase ordinary shares of the Registrant pursuant to the
Terra/Lycos Option Adjustment Program and the terms of the Amended and Restated
Agreement and Plan of Reorganization dated as of September 20, 2000 among the
Registrant, Lycos, Inc. and Lycos Virginia, Inc.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Registrant hereby incorporates, or will be deemed to have
incorporated, herein by reference the following documents:
(1) The Registrant's Annual Report on Form 20-F for the fiscal year ended
December 31, 1999;
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
December 31, 1999;
(3) The description of the Registrant's ordinary shares and the
description of the American Depository Shares issuable upon deposit of
Registrant's ordinary shares each as contained in the Corporation's most recent
Exchange Act registration statement, including any amendment thereto or report
filed for the purpose of updating such descriptions; and
(4) All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Terra Networks maintains an insurance policy that protects its officers
and the members of its Board of Directors from liabilities incurred as a result
of actions taken in their official capacity.
Reference is made to Section 9 of the form of International Underwriting
Agreement filed as Exhibit 1 to the Registration Statement which sets forth the
registrant's and underwriters' respective agreement to indemnify each other and
to provide contribution in circumstances where indemnification is unavailable.
EXHIBITS
The following is a complete list of exhibits filed as part of this
Registration Statement.
Exhibit No. Exhibit
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4.1 Amended and Restated Articles of Association of the
Registrant (incorporated by reference to the Registrant's
annual report on Form 20-F filed with the Commission on June
20, 2000).
4.2 Revised Bylaws of the Registrant (incorporated by
reference to Amended No. 1 to Registrant's Form F-4 filed
with the Commission on November 12, 1999).
5 Opinion of Uria & Menendez
23.1 Consent of Uria & Menendez (included in Exhibit 5)
23.2 Consent of Arthur Andersen
23.3 Consent of BDO Audiberia
23.4 Consent of Price Waterhouse Auditores, S.A.
3
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24 Powers of Attorney*
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* Filed previously with Registration Statement on Form F-4 (Registration
No. 333-12208) filed June 27, 2000.
UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post- effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a
4
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director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
5
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 Madrid, Spain on October 27, 2000.
TERRA NETWORKS, S.A.
(Registrant)
By /s/ Abel Linares Palacios
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Name: Abel Linares Palacios
Title: 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 date indicated.
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Signature Title Date
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*
------------------------------------ Executive Chairman of the Board October 27, 2000
(Joaquim Agut Bonsfills) of Directors
*
------------------------------------ Chief Executive Officer and October 27, 2000
(Abel Linares Palacios) Director
*
------------------------------------ Chief Financial Officer (Principal October 27, 2000
(Antonio de Esteban Quintana) Financial and Accounting Officer)
*
------------------------------------
(Cesar Aierta Izuel) Director October 27, 2000
*
------------------------------------
(Alberto Cortina de Alcocer) Director October 27, 2000
------------------------------------
(Alejandro Junco de la Vega Elizondo) Director
*
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(Francisco Moreno de Alboran) Director October 27, 2000
6
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Signature Title Date
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*
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(Nelson P. Sirotsky) Director October 27, 2000
*
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(Jose Maria Mas Millet) Secretary and Director October 27, 2000
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(Bert C. Roberts, Jr.) Director
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(John de Mol) Director
*
------------------------------------ Authorized Representative of
(Juan Rovira de Osso) Terra Networks, S.A. in the
United States October 27, 2000
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(Robert J. Davis) Director
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(Edward M. Philip) Director
*By: /s/ Cristina Lamana
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Name: Cristina Lamana
Attorney-in-Fact for Form F-4 and
amendments thereto
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EXHIBITS INDEX
Exhibit No. Exhibit
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4.1 Amended and Restated Articles of Association of the
Registrant (incorporated by reference to the Registrant's
annual report on Form 20-F filed with the Commission on June
20, 2000).
4.3 Revised Bylaws of the Registrant (incorporated by
reference to Amended No. 1 to Registrant's Form F-4 filed
with the Commission on November 12, 1999).
5 Opinion of Uria & Menendez
23.1 Consent of Uria & Menendez (including Exhibit 5)
23.2 Consent of Arthur Andersen
23.3 Consent of BDO Audiberia
23.4 Consent of Price Waterhouse Auditores, S.A.
24 Powers of Attorney*
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* Filed previously with Registration Statement on Form F-4 (Registration
No. 333-12208) filed June 27, 2000.
