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As filed with the Securities and Exchange Commission on April 3, 1997
Registration No.
================================================================================
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)
_________________________
CALIFORNIA 77-0353450
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2620 AUGUSTINE DRIVE, SUITE 250
SANTA CLARA, CALIFORNIA 95054
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
1996 STOCK OPTION/STOCK ISSUANCE PLAN
(FULL TITLE OF THE PLANS)
ROBERT E. L. JOHNSON, III
PRESIDENT AND CHIEF EXECUTIVE OFFICER
INFOSEEK CORPORATION
2620 AUGUSTINE DRIVE, SUITE 250
SANTA CLARA, CALIFORNIA 95054
(408) 567-2700
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR
SERVICE)
Copy to:
DAVID J. SEGRE, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(415) 493-9300
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE(2)
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<S> <C> <C> <C>
Common Stock, to be issued under
1996 Stock Option/Stock Issuance
Plan 1,600,000 $6.625(2) $10,600,000 $3,213.00
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Total 1,600,000 $6.625(2) $10,600,000 $3,213.00
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(1) Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
prospectus relating hereto also relates to shares registered under
Form S-8 Registration Statement No. 333-05941.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) and (h), on the basis of the
average of the high and low prices of the Common Stock as reported in
the Nasdaq National Market System on April 1, 1997.
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INFOSEEK CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART 2
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Registrant hereby incorporates by reference in this
Registration Statement the contents of the Registrant's earlier Form S-8
Registration Statement (File No. 333-05941).
The following additional Exhibits are hereby enclosed for
filing:
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<CAPTION>
Exhibit Number Description
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<S> <C>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati,
Professional Corporation, with respect to the securities
being registered.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (See Page 3).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Infoseek Corporation, a corporation organized and existing under
the laws of the State of California, 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 Santa Clara, State of
California, on this 18th day of March, 1997.
INFOSEEK CORPORATION.
By: /s/ Robert E. L. Johnson, III
----------------------------------
Robert E. L. Johnson, III
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Leonard J. LeBlanc his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully and to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
3
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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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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Robert E. L. Johnson, III President and Chief Executive Officer March 18, 1997
--------------------------------- (Principal Executive Officer)
Robert E. L. Johnson, III
/s/ Leonard J. LeBlanc Executive Vice President, Finance, March 31, 1997
--------------------------------- Chief Financial Officer and Assistant
Leonard J. LeBlanc Secretary (Principal Financial and
Accounting Officer)
/s/ Steven T. Kirsch Chairman of the Board and Director March 18, 1997
- ----------------------------------
Steven T. Kirsch
/s/ H. DuBose Montgomery Director March 31, 1997
- ---------------------------------
H. DuBose Montgomery
/s/ Oliver D. Curme Director March 31, 1997
- ---------------------------------
Oliver D. Curme
/s/ John E. Zeisler Director March 19, 1997
- ---------------------------------
John E. Zeisler
/s/ Matthew J. Stover Director March 31, 1997
---------------------------------
Matthew J. Stover
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INDEX TO EXHIBITS
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<CAPTION>
Sequentially
Exhibit Number Description Numbered Page
- ----------------------------- --------------------------------------------------------- -------------------
<S> <C>
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati,
Professional Corporation, with respect to the securities
being registered.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (See Page 3)
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5
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EXHIBIT 5.1
April 2, 1997
Infoseek Corporation
2620 Augustine Drive, Suite 250
Santa Clara, California 95054
RE: REGISTRATION STATEMENT ON FORM S-8
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 April 3, 1997 in connection with the registration under
the Securities Act of 1933, as amended (the "1993 Act"), of an additional
1,600,000 shares of your Common Stock, no par value, reserved for issuance
pursuant to the 1996 Stock Option/Stock Issuance Plan (the "Plan"), for an
aggregate of 7,225,000 shares (the "Shares"). As your legal counsel, we have
reviewed the actions proposed to be taken by you in connection with the
proposed sale and issuance of the Shares by the Registrant under the Plans.
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 and the 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 and any subsequent amendment thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the 1996 Stock Option/Stock Issuance Plan of
our reports dated January 28, 1997, except as to Note 12, as to which the date
is March 31, 1997, with respect to the financial statements of Infoseek
Corporation incorporated by reference in its Annual Report (Form 10-K) for the
year ended December 31, 1996, and the related financial statement schedule
included therein, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
/s/ Ernst & Young LLP
San Jose, California
March 31, 1997
