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As filed with the Securities and Exchange Commission on September 30, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
INFOSEEK CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
__________________________
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CALIFORNIA 7372 77-0353450
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
1399 MOFFETT PARK DRIVE
SUNNYVALE, CALIFORNIA 94089
(408) 543-6000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
__________________________
HARRY M. MOTRO
PRESIDENT AND CHIEF EXECUTIVE OFFICER
INFOSEEK CORPORATION
1399 MOFFETT PARK DRIVE
SUNNYVALE, CALIFORNIA 94089
(408) 543-6000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
__________________________
Copies to:
AARON J. ALTER, ESQ. ANDREW E. NEWTON, ESQ. JORGE DEL CALVO, ESQ.
N. ANTHONY JEFFRIES, ESQ. INFOSEEK CORPORATION ALLISON LEOPOLD TILLEY, ESQ.
WILSON SONSINI GOODRICH & ROSATI 1399 MOFFETT PARK DRIVE PILLSBURY MADISON & SUTRO, LLP
PROFESSIONAL CORPORATION SUNNYVALE, CALIFORNIA 94089 2550 HANOVER STREET
650 PAGE MILL ROAD (408) 543-6000 PALO ALTO, CALIFORNIA 94304
PALO ALTO, CALIFORNIA 94304 FAX: (408) 734-9358 (650) 233-4500
(650) 493-9300 FAX: (650) 233-4545
FAX: (650) 493-6811
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__________________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement. If the only
securities being registered on this Form are being offered pursuant to dividend
or interest reinvestment plans, please check the following box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
__________________________
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED(1) OFFERING PRICE AGGREGATE OFFERING REGISTRATION
PER SHARE (2) PRICE(2) FEE
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Common Stock, no par value..... 521,000 shares $24.25 $12,634,250 $3,728
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable 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.
(2) Estimated solely for the purpose of computing the registration fee, based
on the average high and low price of the Common Stock as reported on the
Nasdaq National Market on September 23, 1998, in accordance with Rule
457(c) under the Securities Act of 1933.
__________________________
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this Registration Statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
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Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of any such
State.
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
PROSPECTUS SUBJECT TO COMPLETION, DATED SEPTEMBER 30, 1998
521,000 SHARES
INFOSEEK CORPORATION
COMMON STOCK
____________
This Prospectus relates to the public offering, which is not being
underwritten, of shares of the common stock ("Common Stock") of Infoseek
Corporation, a California corporation (hereinafter referred to as "Infoseek" or
the "Company" which terms include predecessors and affiliates unless the context
otherwise requires), offered from time to time by the Selling Stockholders named
herein (the "Selling Stockholders") for their own benefit. It is anticipated
that the Selling Stockholders will generally offer shares of Common Stock for
sale at prevailing prices on the Nasdaq National Market on the date of sale.
The Company will receive no part of the proceeds of sales made hereunder. None
of the shares offered pursuant to this Prospectus have been registered prior to
the filing of the Registration Statement of which this Prospectus is a part.
The Company has agreed to bear certain expenses in connection with the
registration and sale of the Shares. The Company and certain Selling
Stockholders have agreed to indemnify the other and their respective controlling
persons against certain liabilities, including certain liabilities under the
Securities Act of 1933, as amended (the "Securities Act").
The Company's Common Stock is traded on the Nasdaq National Market under
the symbol "SEEK." On September 29, 1998, the last reported sale price of the
Company's Common Stock was $25.75 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR A DISCUSSION OF CERTAIN FACTORS
WHICH SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.
The Selling Stockholders and any broker executing selling orders on behalf
of the Selling Stockholders may be deemed to be an "underwriter" within the
meaning of the Securities Act. Commissions received by any such broker may be
deemed to be underwriting commissions under the Securities Act.
____________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION, NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
____________
THE DATE OF THIS PROSPECTUS IS , 1998.
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NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION
WITH THE OFFERING DESCRIBED HEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR THE SELLING STOCKHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL, OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF
THESE SECURITIES IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO
MAKE SUCH OFFER, SOLICITATION OR SALE. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE HEREOF.
TABLE OF CONTENTS
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Incorporation of Certain Documents by Reference........................... 2
The Company............................................................... 3
Risk Factors.............................................................. 4
Selling Stockholders...................................................... 16
Plan of Distribution...................................................... 17
Legal Matters............................................................. 18
Experts................................................................... 18
Available Information..................................................... 18
Additional Information.................................................... 18
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant
to the Exchange Act, are incorporated in this Prospectus by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998;
3. The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1998;
4. The Company's Current Report on Form 8-K filed on January 28, 1998;
5. The Company's Current Report on Form 8-K filed on May 22, 1998, as
amended on August 10, 1998; and
6. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed on June 5, 1996.
All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the
initial registration statement relating to this offering and prior to the
termination of the offering made hereby shall be deemed to be incorporated by
reference into this Prospectus and to be a part hereof from the date of filing
of such document (all such documents, and the documents enumerated above, being
hereinafter referred to as "Incorporated Documents"). Any statement contained
in an Incorporated Document shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein or
in any other subsequently filed Incorporated Document modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, including any beneficial owner, upon the written
or oral request of such person, a copy of any or all of the Incorporated
Documents, other than exhibits to such documents unless such exhibits are
specifically incorporated by reference therein. Requests for such copies should
be directed to Infoseek Corporation, 1399 Moffett Park Drive, Sunnyvale,
California 94089, Attention: Andrew E. Newton, Vice President and General
Counsel (telephone: (408) 543-6000). The information relating to the Company
contained in this Prospectus does not purport to be comprehensive and should be
read together with the information contained in the Incorporated Documents.
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THE COMPANY
Infoseek provides leading Internet search and navigation technology,
products and services that use the Web to connect its viewers' personal, work
and community lives. As a "connected" media company, the Company is able to
segment viewers by interest area, providing advertisers with focused and
targeted audiences. The Infoseek Service is a comprehensive Internet gateway
that combines search and navigation with directories of relevant information
sources and content sites, offers chat and instant messaging for communicating
shared interests and facilitates the purchase of related goods and services.
In June 1998, the Company entered into agreements with Starwave
Corporation("Starwave"), a Washington corporation, and with The Walt Disney
Company, a Delaware corporation, and certain Disney subsidiaries (collectively
"Disney") relating to an acquisition of Starwave by the Company through a merger
and exchange of shares (the "Starwave Acquisition") pursuant to an Agreement and
Plan of Reorganization (the "Reorganization Agreement") and the issuance of
common stock and warrants to purchase common stock of the Company to Disney. As
result of the transactions, Disney will acquire an approximately 43% stake in
the Company in exchange for its ownership position in Starwave and an equity
investment in the Company of approximately $70 million in cash and a note in
principal amount of $139 million. The warrants will enable Disney to achieve a
majority stake in the Company over time. The shareholders of Starwave other
than Disney will also receive common stock of the Company in exchange for their
Starwave shares. The Starwave Acquisition is to be accounted for as a purchase
transaction and the agreements are subject to customary closing conditions
including shareholder approvals and governmental regulatory approvals.
In addition, the Company and Disney have proposed to establish a strategic
relationship concerning the development, launch and promotion of a planned new
Internet portal service (the "New Portal Service") that would combine certain
content, promotion, brands and technologies of Infoseek, Starwave and its joint
ventures relating to ESPN SportsZone, ABCNews.com and certain Disney web sites.
In connection with the New Portal Service, a subsidiary of Disney has agreed to
provide, and the Company has agreed to purchase, $165 million in promotional
support and activities over five years.
In July 1998, the Company entered into an agreement to acquire Quando,
Inc., a Oregon corporation, in exchange for approximately $17 million, subject
to adjustment, in shares of the Company's common stock. Quando creates and
licenses regularly-updated customized directories, including shopping guides,
event guides, content directories, audio clip libraries, review guides and data
for website rating guides. The transaction is subject to customary closing
conditions including shareholder approval by Quando and is expected to close
after the closing of the transactions with Disney described above. The Company
expects to account for this acquisition as a purchase transaction.
Infoseek's executive offices are located at 1399 Moffett Park Drive,
Sunnyvale, California 94089 and its phone number is (408) 543-6000.
Infoseek and the Infoseek logo are registered trademarks and Ultraseek and
Ultamatch are trademarks of Infoseek. This Prospectus contains and incorporates
by reference registered trademarks and trademarks of Infoseek and of other
companies.
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RISK FACTORS
In evaluating the Company's business, prospective investors should
carefully consider the following risk factors in addition to the other
information set forth herein or incorporated herein by reference. Statements in
this "Risk Factors" section regarding expectations or future events and certain
sections of the Incorporated Documents (identified with more particularity in
such Incorporated Documents) may contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. All forward-looking
statements included in this document or incorporated herein by reference are
based on information available to the Company on the date hereof, and the
Company assumes no obligation to update any such forward-looking statements.
Actual results could differ materially from those projected in the forward-
looking statements as a result of the factors set forth below and elsewhere in
this document and in the Incorporated Documents.
Limited Operating History; Historical Losses; Anticipation of Continued
Losses. Infoseek's limited operating history makes it difficult to manage
operations and predict future operating results. Infoseek has incurred
significant net losses since inception and expects to continue to incur
significant losses on a quarterly and annual basis in 1998 and may do so in
subsequent fiscal periods. As of June 30, 1998, Infoseek had an accumulated
deficit of $51,097,000. Infoseek and its prospects must be considered in light
of the risks, costs and difficulties frequently encountered by companies in
their early stage of development, particularly companies in the new and rapidly
evolving Internet market. There can be no assurance that Infoseek will be able
to address any of these challenges. Although Infoseek has experienced
significant revenue growth in 1997 and the first half of 1998, there can be no
assurance that this growth rate will be sustained or that revenues will continue
to grow or that Infoseek will achieve profitability. In 1997 and the first half
of 1998, Infoseek significantly increased its operating expenses as a result of
a substantial increase in its sales and marketing efforts, development of new
distribution channels, expansion of its customer support capabilities and to
fund greater levels of research and development. Further increases in operating
expenses are planned during fiscal 1998. To the extent that any such expenses
are not timely followed by increased revenues, Infoseek's business, results of
operations, financial condition and prospects would be materially adversely
affected.
Relationship with Netscape; Reliance on Third Party Sources of Traffic and
Advertising Sales. Infoseek relies in part on third party sources of traffic to
its web site, including Netscape and Microsoft, among others, pursuant to
contractual arrangements which generally have terms of one year or less. For
the year ended December 31, 1997 and the six months ended June 30, 1998,
approximately 46% and 31% of the aggregate page views on Infoseek's web site
were generated by traffic derived from third party sources. Since March 1995,
Infoseek has been a featured provider of navigational services on the Web page
of Netscape. In 1996 and 1997 and during the first half of 1998, approximately
65%, 33% and 18%, respectively, of all page views served on the Infoseek Service
came from traffic attributable to the Netscape web page. As of June 1, 1998,
Infoseek entered into a one-year agreement with Netscape with terms that provide
for Infoseek to pay, based upon the level of impressions delivered, up to an
aggregate of $12,500,000 in cash to be one of the six non-exclusive premier
providers of navigational services (along with Excite, Netscape, Lycos, Alta
Vista, and LookSmart). Under terms of the agreement, which expires May 31,
1999, Infoseek will receive 15% of premier provider rotations--the pages served
to visitors who have not selected a preferred provider. The payments to
Netscape are being recognized ratably over the term of the agreement. Infoseek
also has an agreement with Microsoft, which expires August 31, 1999, to
be one of five premier providers of search and navigational services on certain
Microsoft web sites through which Infoseek also receives traffic. Under the
agreement with Microsoft, Infoseek is obligated to pay an aggregate of
$10,675,000 for a guaranteed number of impressions and could be obligated to pay
up to a maximum of $18,000,000 for additional impressions beyond the quaranteed
level. At the end of the agreement term, there can be no assurance that these or
other similar agreements can or will be renewed on terms satisfactory to
Infoseek. If Infoseek is unable to renew these or other similar agreements on
favorable terms or is otherwise unable to develop viable alternative
distribution channels to Netscape or Microsoft or is otherwise unable to offset
a reduction in traffic from these or other third party sources, advertising
revenues would be adversely affected, resulting in Infoseek's business, results
of operations, financial condition and prospects being materially and adversely
affected. In addition, Infoseek recently entered into an agreement with WebTV
Networks, Inc. ("WebTV") pursuant to which Infoseek will be the exclusive
provider of search and directory services to
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WebTV. Under this two year agreement, Infoseek is responsible for managing
advertising sales for all of WebTV's search traffic and the substantial majority
of WebTV's current non-search traffic. Pursuant to the agreement, Infoseek is
obligated to make cash payments to WebTV totaling $26 million, with $15 million
of such amount being payable in advance for the first five quarters during which
the agreement is in effect and the remaining $11 million being payable ratably
over the last three quarters of the agreement term. Such payments by Infoseek
are subject to reimbursement in the event that WebTV is unable to deliver a
minimum of 4.5 billion impressions over the life of the agreement. Infoseek is
to receive all of the revenue generated from such advertising sales up to a
predetermined amount that is in excess of Infoseek's total payment obligations
to WebTV under the agreement, with allocations of such revenue between Infoseek
and WebTV being made beyond this pre-determined amount. There can be no
assurance that Infoseek will be able to sell the available advertising inventory
of WebTV under this agreement or be able to collect the receivables resulting
from such advertising sales, which could have a material adverse effect on
Infoseek's business, results of operations and financial condition.
Potential Fluctuations in Future Results. As a result of Infoseek's
limited operating history as well as the recent emergence of both the Internet
and intranet markets addressed by Infoseek, Infoseek has neither internal nor
industry-based historical financial data for any significant period of time upon
which to project revenues or base planned operating expenses. Infoseek expects
that its results of operations may also fluctuate significantly in the future as
a result of a variety of factors, including: the continued rate of growth, usage
and acceptance of the Internet and intranets as information media; the rate of
acceptance of the Internet as an advertising medium and a channel of commerce;
demand for Infoseek's products and services; the advertising budgeting cycles of
individual advertisers; the introduction and acceptance of new, enhanced or
alternative products or services by Infoseek or by its competitors; Infoseek's
ability to anticipate and effectively adapt to a developing market and to
rapidly changing technologies; Infoseek's ability to attract, retain and
motivate qualified personnel; initiation, implementation, amendment, renewal or
expiration of significant contracts with Borders Group, Inc. ("Borders OnLine"),
Microsoft, Netscape and others; pricing changes by Infoseek or its competitors;
specific economic conditions in the Internet and intranet markets; general
economic conditions; and other factors. Substantially all of Infoseek's
revenues have been generated from the sale of advertising, and Infoseek expects
to continue to derive substantially all of its revenues from selling advertising
and related products for the foreseeable future. Moreover, most of Infoseek's
contracts with advertising customers have terms of three months or less.
Advertising revenues are tightly related to the amount of traffic on Infoseek's
web site, which is inherently unpredictable. Accordingly, future sales and
operating results are difficult to forecast. Infoseek's expense levels are
based, in part, on its expectations as to future revenues and, to a significant
extent, are not expected to decrease, at least in the short term. Infoseek may
not be able to adjust spending in a timely manner to compensate for any future
revenue shortfall. Accordingly, any significant shortfall in relation to
Infoseek's expectations would have an immediate material adverse impact on
Infoseek's business, results of operations, financial condition and prospects.
In addition, Infoseek may elect from time to time to make certain pricing,
service or marketing decisions or acquisitions that could have a short-term
material adverse effect on Infoseek's business, results of operations, financial
condition and prospects and which may not generate the long-term benefits
intended. From time to time, Infoseek has entered into and may continue to
enter into strategic relationships with companies for cross service advertising,
such as Infoseek's relationship with United Parcel Service of America, Inc.
("UPS"). Infoseek's revenues have in the past been, and may in the future
continue to be, partially dependent on its relationship with its strategic
partners. Such strategic relationships have and may continue to include
substantial one-time or up front payments from Infoseek's partners.
Accordingly, Infoseek believes that its quarterly revenues are likely to vary
significantly in the future, that period-to-period comparisons are not
necessarily meaningful and that such comparisons should not necessarily be
relied upon as an indication of Infoseek's future performance. Due to the
foregoing factors, it is likely that in future periods, Infoseek's operating
results may be below the expectations of public market analysts and investors.
In such event, the price of Infoseek's common stock would likely be materially
adversely affected.
Developing Market; Unproven Acceptance of Internet Advertising and of the
Infoseek's Products and Services. Infoseek's future success is highly dependent
upon the increased use of the Internet and intranets for information
publication, distribution and commerce. The market for Infoseek's products and
services has only
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recently begun to develop, is rapidly evolving and is characterized by an
increasing number of market entrants with products and services for use on the
Internet and intranets. Most of Infoseek's advertising customers have only
limited experience with the Internet as an advertising medium, have not yet
devoted a significant portion of their advertising expenditures to Internet-
based advertising, and may not find such advertising to be effective for
promoting their products and services relative to traditional print and
broadcast media. No standards have been widely accepted for the measurement of
the effectiveness of Internet based advertising, and there can be no assurance
that such standards will develop sufficiently to support the Internet as a
significant advertising medium. The Internet industry is young and has few
proven products and services. In particular, because Infoseek expects to derive
substantially all of its revenues in the foreseeable future from sales of
Internet advertising, the future success of Infoseek is highly dependent on the
development of the Internet as an advertising medium. If the market fails to
continue to develop, develops more slowly than expected or becomes saturated
with competitors, or if Infoseek's products and services do not achieve or
sustain acceptance by Internet users or advertisers, Infoseek's business,
results of operations, financial condition and prospects would be materially
adversely affected. Infoseek believes that advertising sales in traditional
media, such as television, are generally lower in the first and third calendar
quarters of each year as compared with the respective preceding quarters and
that advertising expenditures fluctuate significantly with economic cycles.
Depending on the extent to which the Internet is accepted as an advertising
medium, seasonality and cyclicality in the level of advertising expenditures
generally could become more pronounced for this medium. Seasonality and
cyclicality in advertising expenditures generally, or with respect to Internet-
based advertising specifically, could have a material adverse effect on
Infoseek's business, financial condition and operating results.
Risks Associated with Brand Development. Infoseek believes that
establishing and maintaining the Infoseek brand is a critical aspect of its
efforts to attract and expand its audience and that the importance of brand
recognition will increase due to the growing number of Internet sites and the
relatively low barriers to entry. Promotion and enhancement of the Infoseek
brand will depend largely on Infoseek's success in providing high-quality
products and services and in designing and implementing effective media
promotions, which success cannot be assured. In order to attract and retain
Internet users and to promote and maintain the Infoseek brand in response to
competitive pressures. Infoseek believes it is necessary to increase
substantially its financial commitment to creating and maintaining a distinct
brand loyalty among consumers. If Infoseek is unable to provide high-quality
products and services, design and implement effective media promotions or
otherwise fails to promote and maintain its brand, or if Infoseek incurs
excessive expenses in an attempt to improve its products and services or promote
and maintain its brand, Infoseek's business, results of operations, financial
condition and prospects would be materially and adversely affected.
Intense Competition. The market for Internet and intranet products and
services is highly competitive, and Infoseek expects that competition will
continue to intensify. The market for Internet and intranet search and
navigational services has only recently begun to develop, and Infoseek cannot
predict with any certainty how competition will affect Infoseek, its competitors
or its customers. Infoseek also believes that the Internet market increasingly
will require portal services to integrate a more robust array of multimedia
content and services. As such, Infoseek believes that its future success in
part will depend upon its ability to effectively and timely integrate such
content and services, including but not limited to further advancements in
search and directory and other technologies and functionality, development of
on-line communities, implementation of electronic commerce and provision of rich
and diverse multimedia content. There can be no assurance that Infoseek will be
able to compete successfully or that the competitive pressures faced by
Infoseek, including those listed below, will not have a material adverse effect
on Infoseek's business, results of operations, financial condition and
prospects. Infoseek believes it faces numerous competitive risks, including the
following:
Competition from Consolidated Internet Products. A number of
companies offering internet products and services, including direct
competitors of Infoseek, recently have begun to integrate multiple features
within the products and services they offer to consumers. Integration of
Internet products and services is occurring through development of
competing products and through acquisitions of, or entering into joint
ventures and/or licensing arrangements involving, competitors of Infoseek.
For example, Netscape has recently announced that it has signed a two-year
strategic partnership with Excite to build out
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content based channels jointly for Netscape's Web site and to create co-
branded search, thereby competing directly with Infoseek. The Web browser
offered by Microsoft, another widely-used browser and substantial source of
traffic for Infoseek, may incorporate and promote information search and
retrieval capabilities in future releases or upgrades that could make it
more difficult for Internet viewers to find and use Infoseek's products and
services. Microsoft recently licensed products and services from Inktomi
Corporation ("Inktomi"), a direct competitor of Infoseek, and has announced
that it will feature and promote Inktomi services in the Microsoft Network
and other Microsoft online properties. Infoseek expects that such search
services may be tightly integrated into the Microsoft operating system, the
Internet Explorer browser and other software applications, and that
Microsoft will promote such services within the Microsoft Network or
through other Microsoft-affiliated end-user services such as MSNBC or
WebTV. In addition, entities that sponsor or maintain high-traffic Web
sites or that provide an initial point of entry for Internet viewers,
currently offer and can be expected to consider further development,
acquisition or licensing of Internet search and navigation functions
competitive with those offered by Infoseek, or could take actions that make
it more difficult for viewers to find and use Infoseek's products and
services. For example, AOL is currently a significant shareholder of Excite
and offers Excite's WebCrawler and NetFind as the exclusive Internet search
and retrieval services for use by AOL's subscribers. Continued or increased
competition from such consolidations, integration and strategic
relationships involving competitors of Infoseek could have a material
adverse effect on Infoseek's business, results of operations, financial
condition and prospects.
Competition from existing search and navigational competitors. Many
companies currently offer directly competitive products or services
addressing Web search and navigation, including DEC/AltaVista, Excite,
HotBot, Inktomi, Lycos, CNET and Yahoo! In addition, Infoseek's Ultraseek
Server product competes directly with intranet products and services
offered by companies such as DEC/AltaVista, Lycos, Open Text and Verity.
The Web browsers currently offered by Netscape and Microsoft, which are the
two most widely-used browsers, incorporate prominent search buttons and
similar features, such as features based on "push" technologies, that
direct search traffic to competing services, including those that may be
developed or licensed by Microsoft or Netscape in enhancements or later
versions of these or other products. Many of Infoseek's existing
competitors, as well as a number of potential new competitors, have
significantly greater financial, technical, marketing and distribution
resources than Infoseek.
Competition from Internet and other advertising media. Infoseek also
competes with online services, other Web site operators and advertising
networks, as well as traditional media such as television, radio and print
for a share of advertisers' total advertising budgets. Additionally, a
large number of Web sites and online services (including, among others, the
Microsoft Network, MSNBC, AOL and other Web navigation companies such as
Excite, Lycos and Yahoo!) offer informational and community features, such
as news, stock quotes, sports coverage, yellow pages and e-mail listings,
weather news, chat services and bulletin board listings that are
competitive with the services currently offered or proposed to be offered
by Infoseek. Moreover, Infoseek believes that the number of companies
selling Web-based advertising and the available inventory of advertising
space have recently increase substantially. Accordingly, Infoseek may face
increased pricing pressure for the sale of advertisements and reductions in
Infoseek's advertising revenues.
Low barriers to entry for new search and navigational companies.
Infoseek believes that the costs associated with developing technologies,
products and services that compete with those offered by Infoseek are
relatively low. As a result, as the market for Internet and intranet
search and navigational products develops, other companies may be expected
to offer similar products and services and directly and indirectly compete
with Infoseek for advertising revenues.
Reliance on Advertising Revenues. Infoseek has derived a substantial
majority of its revenues to date from the sale of advertisements and expects to
continue its dependence on advertising and related products, including channel
sponsorships and, to a lesser extent, the sale of the Ultramatch advertising
management system and the Ultraseek Server intranet product. Infoseek's current
business model of generating revenues through the sale of
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advertising on the Internet, which is highly dependent on the amount of traffic
on Infoseek's web site, is relatively unproven. The Internet as an advertising
medium has not been available for a sufficient period of time to gauge its
effectiveness as compared with traditional advertising media. In addition, most
of Infoseek's current advertising customers have limited or no experience using
the Internet as an advertising medium, have not devoted a significant portion of
their advertising expenditures to such advertising and may not find such
advertising to be effective for promoting their products and services relative
to advertising in traditional media. There can be no assurance that current
advertisers will continue to purchase advertising space and services from
Infoseek or that sufficient impressions will be achieved or available, or that
Infoseek will be able to successfully attract additional advertisers.
Furthermore, with the rapid growth of available inventory on the Internet and
the intense competition among sellers of advertising space, it is difficult to
project future levels of advertising revenues and pricing models that will be
adopted by the industry or individual companies. In addition, the ability to
quickly develop new business models which will generate additional revenue
sources may be vital for Infoseek to remain competitive in its marketplace.
Accordingly, there can be no assurance that Infoseek will be successful in
generating significant future advertising revenues or other source of revenues;
failure to do so could have a material adverse effect on Infoseek's business,
results of operations, financial condition and prospects.
Technological Change and New Products and Services. The market for
Internet products and services is characterized by rapid technological change,
changing customer needs, frequent new product introductions and evolving
industry standards. These market characteristics are exacerbated by the
emerging nature of this market and the fact that many companies are expected to
introduce new Internet products and services in the near future. Infoseek's
future success will depend on its ability to continually and, on a timely basis,
introduce new products, services and technologies and to continue to improve the
performance, features and reliability of Infoseek's products and services in
response to both evolving demands of the marketplace and competitive product
offerings.
In the fourth quarter of 1997, Infoseek released a new version of its
service which currently features 18 "channels," designed to bring together
topical information, services, products and communities on the Web. The new
service provides additional opportunities for revenue from the sale of channel
sponsorships as well as provides an opportunity for Infoseek to share in a
portion of the revenue facilitated by its viewers with these channel sponsors.
Continued market acceptance of this new version and successful conclusion of
sponsorship arrangements are integral to Infoseek's competitiveness and
viability. Most of Infoseek's additional channel sponsorship and partnership
arrangements are dependent on an increasing level of viewer traffic. If
Infoseek is unable to renew its relationship with Netscape, or if viewer traffic
is otherwise materially adversely affected, Infoseek may be unable to retain its
channel sponsorship and partnership arrangements. In addition, there can be no
assurance that this new sponsorship service or any other new or proposed product
or service will attain market acceptance, experience technological
sustainability or be free of errors that require significant design
modifications or that the business model to generate revenues will be
successful. Failure of Infoseek to successfully design, develop, test, market
and introduce other new and enhanced technologies and services, or any
enhancements of Infoseek's current search technology, or the failure of
Infoseek's recently introduced products and services to achieve market
acceptance could have a material adverse effect upon Infoseek's business,
results of operations, financial condition and prospects.
Due to rapid technological change, changing customer needs, frequent new
product and service introductions and evolving industry standards, timeliness of
introduction of these new products and services is critical. Delays in the
introduction of new products and services may result in customer dissatisfaction
and may delay or cause a loss of advertising revenue. There can be no assurance
that Infoseek will be successful in developing new products or services or
improving existing products and services that respond to technological changes
or evolving industry standards, that Infoseek will not experience difficulties
that could delay or prevent the successful development, introduction and
marketing of new or improved products and services, or that its new products and
services will adequately meet the requirements of the marketplace and achieve
market acceptance. If Infoseek is unable to develop and introduce new or
improved products or services in a timely manner in response to changing market
conditions or customer requirements, Infoseek's business, results of operations,
financial condition and prospects could be materially adversely affected.
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Management of Growth. Infoseek has recently experienced and may continue
to experience rapid growth, which has placed, and could continue to place, a
significant strain on Infoseek's limited number of personnel and other
resources. Competition for engineering, sales and marketing personnel is
intense, and there can be no assurance that Infoseek will be successful in
attracting and retaining such personnel or that Infoseek will be able to manage
such growth effectively. To succeed, Infoseek will need to continue to
implement and improve its operational, financial and management information
systems and to hire, train, motivate and manage its employees. In particular,
Infoseek has experienced difficulty in hiring and retaining the personnel
necessary to support the growth of Infoseek's business. The failure of Infoseek
to successfully manage any of these issues would have a material adverse effect
on Infoseek's business, results of operations, financial condition and
prospects. Infoseek's ability to manage its growth will require a significant
investment in and upgrade to its existing internal management information
systems to support increased accounting and other management related functions,
and a new advertising inventory management analysis system to provide enhanced
internal reporting and customer feedback on advertising. These system upgrades
and replacements will impact almost all phases of Infoseek's operations (i.e.
planning, advertising implementation and management, finance and accounting).
These systems are currently scheduled to become operational by the second half
of 1998. There can be no assurance that Infoseek will not experience problems,
delays or unanticipated additional costs in implementing these systems or in the
use of its existing system that could have a material adverse effect on
Infoseek's business, results of operations, financial condition and prospects,
particularly in the period or periods in which these systems are brought online.
Risks of Acquisition Strategy. The Company believes that it may be
necessary to enter into joint ventures or other strategic relationships or to
make acquisitions of complementary products, technologies or businesses in order
to remain competitive. The failure of the Company to execute such a strategy may
lead to decreased market share, viewer traffic or brand loyalty, which may have
a material adverse effect on the Company's business, results of operations,
financial condition and prospects. In addition, acquisition transactions are
accompanied by a number of risks, including, among other things, the difficulty
of integrating the operations and personnel of the acquired companies, the
potential disruption of the Company's ongoing businesses, the inability of
management to maximize the financial and strategic position of Infoseek through
the successful incorporation of any acquired technology or content and rights
into the Company's products and media properties, expenses associated with the
transactions, additional expenses associated with amortization of acquired
intangible assets, the maintenance of uniform standards, controls, procedures
and policies, the impairment of relationships with employees and customers as a
result of any integration of new management personnel, and the potential unknown
liabilities associated with acquired businesses. There can be no assurance that
the Company would be successful in overcoming these risks or any other problems
encountered in connection with such acquisitions. In addition, the proposed
Starwave Acquisition and related transactions with Disney involve the following
additional risks and uncertainties:
Uncertainties Relating to Integration of Operations. The Company and
Starwave have entered into the Reorganization Agreement with the
expectation that the proposed Starwave Acquisition will result in long-term
strategic benefits. These anticipated benefits will depend in part on
whether the companies respective operations, including the Starwave joint
ventures, can be integrated in an efficient and effective manner and there
can be no assurance that this will occur. The combination of the companies
will require, among other things, integration of the Company's and
Starwave's respective product and service offerings and coordination of the
companies sales, marketing and research and development efforts. There can
be no assurance that the combined companies will be able to take full
advantage of the combined sales force's efforts, the different geographic
locations of the principal operations of each of the companies. Starwave
and the Starwave joint ventures will also render such integration more
difficult. Further, the combined companies will have a substantially
expanded employee base which will require substantial dedication of
management and other resources. Given the expanded operations of the
combined companies, the combined companies businesses will be increasingly
influenced by their ability to retain and recruit qualified management,
engineering, and sales and marketing personnel. The failure to effectively
recruit and retain sufficient and qualified personnel for the combined
companies operations would have a material adverse effect on the business,
results of operations, financial condition and prospects of the combined
companies. There is no assurance that the foregoing will be accomplished
smoothly or successfully. The integration of operations following the
Starwave Acquisition will require the dedication of management resources,
which may
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distract attention from the day-to-day operations of the combined
companies. The inability of management to successfully integrate the
operations of the companies could have a material adverse effect upon the
business, operating results and financial condition of the combined
companies.
Risks Related to Development, Launch and Acceptance of Planned New
Portal Service. Infoseek believes that development, launch and promotion of
the planned New Portal Service combining certain of the content, promotion,
brands and technologies of the Company, Starwave, ABCNews.com, ESPN
SportsZone.com and Disney, among other things, would be a critical aspect
of the combined companies efforts to attract and expand their Internet
audience and to differentiate the combined companies from their competitors
and that the importance of this strategy will increase due to the growing
number of Internet sites and the relatively low barriers to entry in
providing Internet content. While the Company currently plans to launch
the New Portal Service by the end of calendar year 1998, subject to
consummation of the Starwave Acquisition, there can be no assurance that
the service can be successfully developed and launched in such time frame
and the New Portal Service, as initially launched, may not have all of the
functionality and services currently planned for such service. The
foregoing estimate of the timing of the launch of the planned New Portal
Service is a forward-looking statement that is subject to risks and
uncertainties. Actual results may vary materially as a result of a number
of factors, including but not limited to those set forth below in this
paragraph, and under "--Uncertainties Related to Integration of Operations"
above. If consumers do not perceive the New Portal Service content and
experience to be of high quality, or if the combined companies introduce
new Internet sites or enter into new business ventures that are not
favorably received by consumers, the combined companies will be
unsuccessful in expanding their Internet audience. There can be no
assurance that the Company and Starwave will be able to successfully
develop and launch the planned New Portal Service on a timely basis, or at
all, and the combined companies are dependent, in part, upon Disney and the
Starwave joint ventures for successful development and launch of the New
Portal Service.
Amortization of Goodwill and Increased Expenditures Will Delay
Profitability of Combined Companies. Because the Starwave Acquisition will
be accounted for under the "purchase" method of accounting, the purchase
price will be allocated to the acquired assets and liabilities of Starwave.
The Company expects to record an in-process research and development charge
in the quarter the Starwave Acquisition is consummated. In addition,
intangible assets related to goodwill, developed technology and assembled
workforce are expected by the Company to be amortized over a period of
years following consummation of the proposed Starwave Acquisition. In
addition, the combined companies expect to incur increased operating
expenditures associated with the expanded operations of the combined
companies businesses and the development, launch and promotion of the
planned New Portal Service. As a result, the combined companies
profitability is expected to be delayed beyond the time frame in which the
Company may have otherwise achieved profitability.
Costs of Integration; Transaction Expenses. The Company estimates
that it will incur direct transaction costs of approximately $15.0 million
associated with the proposed Starwave Acquisition, which will be accounted
for as part of the purchase price of the transactions. The Company also
expects to incur an additional significant charge to operations, which
currently cannot be reasonably estimated, in the quarter in which the
proposed Starwave Acquisition is expected to be consummated, to reflect
costs associated with integrating the two companies. There can be no
assurance that the combined companies will not incur additional material
charges in subsequent quarters to reflect additional costs associated with
the proposed Starwave Acquisition.
Further, no assurance can be given that any other acquisitions will or will
not occur, that if an acquisition does occur it will not materially and
adversely affect the Company or that any such acquisition will be successful in
enhancing the Company's businesses. If the Company proceeds with additional
significant acquisitions in which the consideration consists of cash, a
substantial portion of the Company's available cash could be used to consummate
the acquisitions. If the Company were to consummate one or more acquisitions in
which the
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consideration consisted of stock, stockholders of the Company could suffer
dilution of their interests in the Company.
In addition, in the event of consummation of the Starwave Acquisition and
related transactions with Disney, the Company may not (and, if Disney elects to
obtain control when eligible to do so, may not) be able to account for
subsequent acquisitions as pooling-of-interests and, as a result, may have to
recognize significant goodwill related to the acquisition of intangibles, the
amortization of which would adversely affect the Company's subsequent results of
operations, and may incur charges for acquired in-process technology in the
period in which the acquisition occurs that would adversely affect the Company's
results of operations in such period.
Capacity Constraints and System Failure; Advertising Management System. A
key element of Infoseek's strategy is to generate a high volume of traffic to
its products and services. Accordingly, the performance of Infoseek's products
and services is critical to Infoseek's reputation, its ability to attract
advertisers to Infoseek's web sites and market acceptance of these products and
services. Any system failure that causes interruptions or that increases
response time of Infoseek's products and services would result in less traffic
to Infoseek's web sites and, if sustained or repeated, would reduce the
attractiveness of Infoseek's products and services to advertisers and customers.
In addition, an increase in the volume of searches conducted through Infoseek's
products and services could strain the capacity of the software, hardware or
telecommunication lines deployed by Infoseek, which could lead to slower
response time or system failures. If traffic to Infoseek's web site continues
to increase, there can be no assurance that Infoseek's products, services and
systems will be able to scale appropriately. Infoseek is also dependent upon
web browser companies and Internet and online service providers for access to
its products and services, and viewers have experienced and may in the future
experience difficulties due to system or software failures or incompatibilities
not within Infoseek's control. Infoseek is also dependent on hardware suppliers
for prompt delivery, installation and service of servers and other equipment and
services used to provide its products and services. Any disruption in the
Internet access and service provided by Infoseek or its service providers could
have a material adverse effect upon Infoseek's business, results of operations,
financial condition and prospects.
The process of managing advertising within large, high traffic web sites
such as Infoseek's is an increasingly important and complex task. Infoseek is
in the process of converting from an internally developed advertising inventory
management analysis system to provide enhanced internal reporting and customer
feedback on advertising to a system being developed by NetGravity. Infoseek
currently anticipates that this new advertising management system will be
installed and become operational in the second half of 1998. To the extent that
Infoseek encounters material difficulties in bringing, or is unable to bring,
this new system online, Infoseek will need to acquire an alternative solution
from a third party vendor or devote sufficient resources to enhance its current
internally developed system. Any extended failure of, or material difficulties
encountered in connection with, Infoseek's advertising management system may
expose Infoseek to "make good" obligations with its advertising customers,
which, by displacing advertising inventory would, among other consequences,
reduce revenue and would have a material adverse effect on Infoseek's business,
results of operations, financial condition and prospects.
In addition, Infoseek's operation depends upon its ability to maintain and
protect its computer systems, all of which are located at Infoseek's principal
offices in Sunnyvale, California. This system is vulnerable to damage from
fire, floods, earthquakes, power loss, telecommunications failures, break-ins
and similar events. Although Infoseek maintains insurance against fires,
floods, earthquakes and general business interruptions, there can be no
assurance that the amount of coverage will be adequate in any particular case.
Infoseek does not currently have a disaster recovery plan in effect and does not
have redundant systems for its service at an alternate site. Despite the
implementation of network security measures by Infoseek, its servers are also
vulnerable to computer viruses, break-ins and similar disruptive problems.
Computer viruses, break-ins or other problems caused by third parties could lead
to interruptions, delays in or temporary cessation of service to users of
Infoseek's products and services. The occurrence of any of these events would
have a material adverse effect on Infoseek's business, results of operations,
financial condition and prospects.
Future Capital Needs; Uncertainty of Additional Financing. Infoseek
currently anticipates that its cash, cash equivalents, short-term investments,
available funds under its equipment term loan facility, approximately $70
million of cash proceeds and the Note in principal amount of $139 million from
the sale of Infoseek Delaware
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common stock and the Warrant to Disney in connection with the Mergers, and cash
flows generated from advertising revenues, will be sufficient to meet its
anticipated needs for working capital and other cash requirements, assuming
completion of the proposed Mergers, through at least September 30, 1999.
Thereafter, Infoseek may need to raise additional funds. Infoseek may need to
raise additional funds sooner, however, in order to fund more rapid expansion,
to develop new or enhance existing services or products, to respond to
competitive pressures or to acquire complementary products, businesses or
technologies. If additional funds are raised through the issuance of equity or
convertible debt securities, the percentage ownership of the shareholders of
Infoseek will be reduced, shareholders may experience additional dilution and
such securities may have rights, preferences or privileges senior to those of
the holders of Infoseek's common stock. There can be no assurance that
additional financing will be available on terms favorable to Infoseek, or at
all. If adequate funds are not available or are not available on acceptable
terms, Infoseek's ability to fund its expansion, take advantage of acquisition
opportunities, develop or enhance services or products or respond to competitive
pressures would be significantly limited. Such limitation could have a material
adverse effect on Infoseek's business, results of operations, financial
condition and prospects.
Risks Associated with International Expansion. As part of its business
strategy, Infoseek has begun to seek additional opportunities to expand its
products and services into international markets. Infoseek believes that such
expansion is important to Infoseek's ability to continue to grow and to market
its products and services. In marketing its products and services
internationally, however, Infoseek faces new competitors. In addition,
Infoseek's success in entering international markets is dependent upon
Infoseek's ability to create localized versions of its products and services.
There can be no assurance that Infoseek will be successful in creating localized
versions of its products and services or marketing or distributing its products
abroad or that, if Infoseek is successful, its international revenues will be
adequate to offset the expense of establishing and maintaining international
operations. To date, Infoseek has limited experience in marketing and
distributing its products and services internationally. In addition to the
uncertainty as to Infoseek's ability to establish an international presence,
there are certain difficulties and risks inherent in doing business on an
international level, such as compliance with regulatory requirements and changes
in these requirements, export restrictions, export controls relating to
technology, tariffs and other trade barriers, protection of intellectual
property rights, difficulties in staffing and managing international operations,
longer payment cycles, problems in collecting accounts receivable, political
instability, fluctuations in currency exchange rates and potentially adverse tax
consequences. In the event that in the future the combined companies derive a
material portion of their revenues from international operations, the risks of
fluctuations in currency exchange rates will be increased. In such event and at
such time, the combined companies will evaluate whether to engage in a hedging
strategy to minimize the risks of such currency fluctuations. There can be no
assurance that one or more of such factors would not have a material adverse
effect on any international operations established by Infoseek and,
consequently, on Infoseek's business, results of operations, financial condition
and prospects.
Dependence on Key Personnel. Infoseek's performance is substantially
dependent on the services of the members of its senior management team, as well
as its ability to retain and motivate its officers and key employees. In
addition, Infoseek has recently hired, and plans to continue to hire, a number
of engineers to design and implement improvements to the integration of content
with its search engine technology, which Infoseek believes will be a significant
factor in its future ability to compete favorably with other navigational
guides. Infoseek's future performance depends in significant part upon the
contributions of its senior management personnel, including its Chairman Steven
Kirsch, who is integrally involved in Infoseek's research and development
efforts. Although Infoseek provides incentives such as salary, benefits and
option grants (which are typically subject to vesting over four years) to
attract and retain qualified employees, the loss of services of any of
Infoseek's officers or other key employees would have a material adverse effect
on Infoseek's business, results of operations, financial condition and
prospects.
Volatility of Stock Price. The price of Infoseek's common stock has been
and may continue to be subject to wide fluctuations in response to a number of
events and factors such as quarterly variations in results of operations,
announcements of new technological innovations or new products and media
properties by Infoseek or its competitors, changes in financial estimates and
recommendations by securities analysts, the operating and stock price
performance of other companies that investors may deem comparable to Infoseek,
and news relating to trends
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in Infoseek's markets. In addition, the stock market in general, and the market
prices for Internet-related companies in particular, have experienced extreme
volatility that often has been unrelated to the operating performance of such
companies. These broad market and industry fluctuations may adversely affect the
price of Infoseek's common stock, regardless of Infoseek's operating
performance.
Intellectual Property and Proprietary Rights. Infoseek's success depends
significantly upon its proprietary technology. Infoseek currently relies on a
combination of copyright and trademark laws, trade secrets, confidentiality
procedures and contractual provisions to protect its proprietary rights.
Infoseek seeks to protect its software, documentation and other written
materials under trade secret, patent and copyright laws, which afford only
limited protection. Infoseek holds two United States patents and currently has
10 United States patent applications pending and six foreign patent applications
pending. There can be no assurance that the pending applications will be
approved, or that if issued, such patents will not be challenged, and if such
challenges are brought, that such patents will not be invalidated. There can be
no assurance that Infoseek will develop proprietary products or technologies
that are patentable, that any issued patent will provide Infoseek with any
competitive advantages or will not be challenged by third parties, or that the
patents of others will not have a material adverse effect on Infoseek's ability
to do business. Infoseek has registered and applied for registration for
certain service marks and trademarks, and will continue to evaluate the
registration of additional service marks and trademarks, as appropriate.
Infoseek generally enters into confidentiality agreements with its employees and
with its consultants and customers. Litigation may be necessary to protect
Infoseek's proprietary technology. Any such litigation may be time-consuming
and costly. Despite Infoseek's efforts to protect its proprietary rights,
unauthorized parties may attempt to copy aspects of Infoseek's products or
services or to obtain and use information that Infoseek regards as proprietary.
In addition, the laws of some foreign countries do not protect proprietary
rights to as great an extent as do the laws of the United States. There can be
no assurance that Infoseek's means of protecting its proprietary rights will be
adequate or that Infoseek's competitors will not independently develop similar
technology or duplicate Infoseek's products or design around patents issued to
Infoseek or other intellectual property rights of Infoseek.
There have been substantial amounts of litigation in the computer industry
regarding intellectual property rights. There can be no assurance that third
parties will not in the future claim infringement by Infoseek with respect to
current or future products, patents, copyrights, trademarks or other proprietary
rights, that Infoseek will counterclaim against any such parties in such actions
or that if Infoseek makes claims against third parties with respect thereto,
that any such party will not counterclaim against Infoseek in such actions. For
example, Infoseek is aware of a U.S. patent recently issued to Carnegie Mellon
related to Web spider technology that has been licensed to Lycos and is
currently utilized in the Lycos search engine. While Infoseek currently
believes, based on a preliminary review of such issued patent and consultation
with its patent counsel, that the technologies employed by Infoseek in the
Infoseek Service do not infringe the Carnegie Mellon patent, there can be no
assurance that Infoseek would prevail if Lycos or Carnegie Mellon claimed
Infoseek infringed such patent. Any such claims or counterclaims could be time-
consuming, result in costly litigation, cause product release delays, require
Infoseek to redesign its products or require Infoseek to enter into royalty or
licensing agreements, any of which could have a material adverse effect upon
Infoseek's business, results of operations, financial condition and prospects.
Such royalty or licensing agreements, if required, may not be available on terms
acceptable to Infoseek or at all.
Government Regulation and Legal Uncertainties. Infoseek is not currently
subject to direct regulation by any government agency, other than regulations
generally applicable to businesses, and there are currently few laws or
regulations directly applicable to access to or commerce on the Internet. A
number of legislative and regulatory proposals are under consideration by
federal, state and foreign governmental organizations, and it is possible that a
number of laws or regulations may be adopted with respect to the Internet
covering issues such as user privacy, pricing and characteristics and quality of
products and services. The adoption of any such laws or regulations may
decrease the growth of the Internet, which could in turn decrease the demand for
Infoseek's products, increase Infoseek's cost of doing business, or otherwise
have an adverse effect on Infoseek's business, results of operations, financial
condition and prospects. Moreover, the applicability to the Internet of
existing laws governing issues such as property ownership, copyright, trade
secret, libel and personal privacy is uncertain and developing. Any such new
legislation or regulation, or application or interpretation of existing laws,
could have a material adverse effect on the combined companies' business,
results of operations, financial condition and prospects.
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Because materials may be downloaded by the online or Internet services
operated or facilitated by Infoseek and may be subsequently distributed to
others, there is a potential that claims will be made against Infoseek for
defamation, negligence, copyright or trademark infringement, personal injury or
other theories based on the nature, content, publication and distribution of
such materials. Such claims have been brought, and sometimes successfully
pursued, against online service providers in the past. In addition, Infoseek
could be exposed to liability with respect to the selection of listings that may
be accessible through content and materials that may appear in chat room,
instant messaging, hosted web pages or other services offered by Infoseek or
Starwave. Such claims might include, among others, that by hosting or providing
hypertext links to web sites operated by third parties, Infoseek is liable for
copyright or trademark infringement or other wrongful actions by such third
parties through such web sites. It is also possible that if any information
provided through Infoseek's services, such as stock quotes, analyst estimates or
other trading information, contains errors, third parties could make claims
against the combined companies for losses incurred in reliance on such
information. Infoseek expects to offer web-based e-mail services in the near
future, which may expose it to potential risks, such as liabilities or claims
resulting from unsolicited e-mail (spamming), lost or misdirected messages,
illegal or fraudulent use of e-mail, harassment or interruptions or delays in e-
mail service.
From time to time, Infoseek will enter into agreements with sponsors,
content providers, service providers and merchants under which it is entitled to
receive a share of revenue from the purchase of goods and services by users of
its online properties. Such arrangements may expose it to additional legal
risks and uncertainties, including (without limitation) potential liabilities to
consumers of such products and services. Although Infoseek carry general
liability insurance, such insurance may not cover potential claims of this type
or may not be adequate to indemnify it for all liability that may be imposed.
Dependence on Continued Growth in Use of the Internet. Future growth in
Infoseek's revenues will depend on the widespread acceptance and use of the
Internet and other interactive online platforms as a source of information and
entertainment and as a vehicle for commerce in goods and services. Rapid growth
in the use of and interest in the Internet is a recent phenomenon, and there can
be no assurance that acceptance and use of the Internet will continue to develop
or that a sufficient base of users will emerge to support the combined
companies' businesses. Moreover, critical issues concerning the commercial use
of the Internet (including security, reliability, cost, ease of use and access,
quality of service and acceptance of advertising) remain unresolved and may
negatively affect the growth of Internet use or the attractiveness of the
Internet for advertising and online transactions. The Internet may not be
accepted as a viable commercial medium for a number of reasons, including
potentially inadequate development of the necessary network infrastructure,
failure to develop or untimely development of critical enabling technologies, or
inadequate commercial support for Internet-based advertising. To the extent
that the Internet continues to experience an increase in users, an increase in
frequency of use or an increase in the bandwidth requirements of users, there
can be no assurance that the Internet infrastructure will be able to support the
demands placed upon it. The widespread deployment of cable modems and other
higher bandwidth enabling technologies has to date experienced delays, and
continuing delays in the development and deployment of such technologies could
slow the growth in the use of the Internet. In addition, the Internet could
lose its viability as a commercial medium due to delays in the development or
adoption of new standards and protocols required to handle increased levels of
Internet activity, or as the result of increased government regulation. Changes
in or insufficient availability of telecommunications services to support the
Internet also could result in slower response times and could adversely affect
use of the Internet generally and of Infoseek's Internet services in particular.
In addition, corporations and other networks providing access to the Internet
may restrict access to certain sites or hours of usage, which could limit access
to and reduce traffic on the Infoseek's services. If use of the Internet does
not continue to grow or grows more slowly than expected, the Internet
infrastructure does not effectively support growth that may occur, or access to
the Internet or Infoseek's services is otherwise restricted, Infoseek's
business, financial condition and operating results would be materially
adversely affected.
Internet Security and Electronic Commerce Risks. Concerns over the
security of online transactions and the privacy of users may inhibit the growth
of the Internet generally, particularly as a means of conducting commercial
transactions. A party who is able to circumvent Infoseek's security measures
could misappropriate confidential or proprietary information or cause
interruptions in the Infoseek's online operations. Infoseek expects
-14-
<PAGE>
to expend significant capital and resources to protect against the threat of
such security breaches or to alleviate problems caused by such breaches, but
there can be no assurance that its efforts in this regard will be successful. To
the extent that activities of Infoseek or third party contractors involve the
storage and transmission of confidential or proprietary information, such as
computer software or credit card numbers, security breaches could expose
Infoseek to a risk of loss or litigation and possible liability. There can be no
assurance that contractual provisions attempting to limit Infoseek's liability
in such areas will be successful or enforceable, or that other parties will
accept such contractual provisions as part of Infoseek's agreements. Infoseek
currently does not maintain insurance against the foregoing risks (other than
standard business interruption and crime insurance, to the extent applicable).
To the extent that Infoseek derives a material portion of revenue from
electronic commerce in the future, it will evaluate obtaining additional
insurance for these risks. To the extent Infoseek does not or is unable to
obtain adequate insurance at such time, security breaches into Infoseek's
systems, if substantial or repeated, could have a material adverse effect on its
business, results of operations and financial condition.
Year 2000 Compliance. Infoseek is aware of the issues associated with the
programming code in existing computer systems as the year 2000 approaches. The
"year 2000 problem" is pervasive and complex as virtually every computer
operation will be affected in some way by the rollover of the two-digit year
value to 00. The issue is whether computer systems will properly recognize date
sensitive information when the year changes to 2000. Systems that do not
properly recognize such information could generate erroneous data or cause a
system to fail.
Infoseek management has conducted a review of Infoseek's exposure to the
year 2000 problem, including working with computer systems and software vendors
to assure that they are prepared for the year 2000. Based on this review and
discussions with such vendors, Infoseek currently believes that its internal
systems are year 2000 compliant (with the exception of a single system, which is
scheduled to be replaced as part of a regular upgrade program and is not
material to Infoseek's operations). Infoseek does not expect to further incur
any significant operating expenses or invest in additional computer systems to
resolve issues relating to the year 2000 problem, with respect to both its
information technology and product and service functions.
Notwithstanding the foregoing, significant uncertainty exists concerning
the effects of the year 2000 problem, including uncertainty with respect to
assurances made by Infoseek's vendors. Further, Infoseek has not investigated
year 2000 compliance of third parties who are not vendors of Infoseek, and does
not have control over such third parties' compliance. For example, the failure
of any site to which a link appears on the Infoseek Service could result in the
loss of such link and therefore reduce the breadth of services offered through
links from the Infoseek Service, which may in turn materially adversely affect
the Infoseek Service and the value of user traffic and advertisers using such
service. Any failure of Infoseek or its respective viewers, customers, linked
sites, advertisers or other third parties to be year 2000 compliant could
materially affect the business, results of operations, financial conditions and
prospects of Infoseek.
-15-
<PAGE>
SELLING STOCKHOLDERS
The shares of Common Stock to be sold by the Selling Stockholders pursuant
to this Prospectus are shares issued to the Selling Stockholders by the
Company in connection with the acquisition of Quando, Inc. (the "Acquisition").
The following table sets forth the aggregate number of shares of Common Stock
held by the Selling Stockholders and the aggregate number of shares of Common
Stock offered by the Selling Stockholders hereunder. Except as described herein,
the Company is not aware of any material relationship between the Company and
any Selling Stockholder within the past three years other than as result of the
acquisition and ownership of the Common Stock of the Company.
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY OWNED NUMBER OF SHARES TO BE
PRIOR TO THE OFFERING NUMBER OF OWNED AFTER THE OFFERING
---------------------------- SHARES --------------------------------
NAME OF SELLING STOCKHOLDER NUMBER PERCENT OFFERED(1) NUMBER PERCENT
- ------------------------------- ------------- ------------- --------------- --------------------------------
<S> <C> <C> <C> <C> <C>
Former Quando, Inc. Shareholders 521,000 1.6 521,000 0 --
Total 521,000 1.6 521,000 0 --
========= ====== ========= ====== =======
</TABLE>
__________________________
*Indicates less than 1%
(1) There can be no assurance that the Selling Stockholders will sell any or
all of the offered shares.
-16-
<PAGE>
PLAN OF DISTRIBUTION
The Company has been advised by the Selling Stockholders that they or their
pledgees, donees, transferees or other successors in interest intend to sell all
or a portion of the shares offered hereby from time to time on the Nasdaq
National Market and that sales will be made at prices prevailing at the times of
such sales. Such persons may also make private sales directly or through a
broker or brokers, who may act as agent or as principal. In connection with any
sales, the Selling Stockholders and any brokers or dealers participating in such
sales may be deemed to be underwriters within the meaning of the Securities Act.
The Company will receive no part of the proceeds of sales made hereunder.
Any broker-dealer participating in such transactions as agent may receive
commissions from the Selling Stockholders and/or purchasers of the shares
offered hereby (and, if it acts as agent for the purchaser of such shares, from
such purchaser). Usual and customary brokerage fees will be paid by the Selling
Stockholders. Broker-dealers may agree with the Selling Stockholders to sell a
specified number of shares at a stipulated price per share, and, to the extent
such a broker-dealer is unable to do so acting as agent for the Selling
Stockholders, to purchase as principal any unsold shares at the price required
to fulfill the broker-dealer commitment to the Selling Stockholders. Broker-
dealers who acquire shares as principal may thereafter resell such shares from
time to time in transactions (which may involve cross and block transactions and
which may involve sales to and through other broker-dealers, including
transactions of the nature described above) on the Nasdaq National Market, in
negotiated transactions or otherwise at market prices prevailing at the time of
sale or at negotiated prices, and in connection with such resales may pay to or
receive from the purchasers of such shares commissions computed as described
above.
The Company has advised the Selling Stockholders that Regulation M
promulgated under the Exchange Act, may apply to their sales in the market, has
furnished the Selling Stockholders with a copy of this regulation and has
informed them of the need for delivery of copies of this Prospectus. The
Selling Stockholders may indemnify any broker-dealer that participates in
transactions involving the sale of the shares against certain liabilities,
including liabilities arising under the Securities Act. Any commissions paid or
any discounts or concessions allowed to any such broker-dealers, and any profits
received on the resale of such shares, may be deemed to be underwriting
discounts and commissions under the Securities Act if any such broker-dealers
purchase shares as principal.
The Company will pay all costs and expenses incurred in connection with the
registration under the Securities Act of the Shares, including, without
limitation, registration and filing fees, printing expenses and fees and
disbursements of counsel for the Company and the Selling Stockholders. The
Selling Stockholders will pay any brokerage fees and commissions and stock
transfer and other taxes attributable to the sale of the Shares. The Company
also has agreed to indemnify the Selling Stockholders and their respective
officers and directors and each person who controls (within the meaning of the
Securities Act) such Selling Stockholders against certain loses, claims, damages
and expenses arising under the securities laws in connection with this offering.
Each such Selling Stockholder has agreed to indemnify the Company, its officers,
directors and each person who controls (within the meaning of the Securities
Act) the Company against other losses, claims, damages and expenses arising
under the securities laws in connection with this offering with respect to
written information furnished to the Company by such Selling Stockholder.
Any securities covered by this Prospectus which qualify for sale pursuant
to Rule 144 under the Securities Act may be sold under that Rule rather than
pursuant to this Prospectus.
There can be no assurance that the Selling Stockholders will sell any or
all of the shares of Common Stock offered by them hereunder.
-17-
<PAGE>
LEGAL MATTERS
The validity of the Company Common Stock offered hereby will be passed upon
for the Company by Wilson Sonsini Goodrich & Rosati, Professional Corporation,
Palo Alto, California.
EXPERTS
The consolidated financial statements of Infoseek Corporation at December
31, 1997 and 1996, and for each of the three years in the period ended December
31, 1997, incorporated by reference in this Registration Statement on Form S-3
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon incorporated by reference herein, and are included in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
and Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy and information statements, and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy and information statements, and other information filed by the Company can
be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C., as well as the regional
offices of the Commission located at Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois, and Seven World Trade Center, Suite 1300, New
York, New York. Copies of such materials can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. The Company's Common Stock is listed on the Nasdaq
National Market. Reports, proxy and information statements and other
information concerning the Company are available for inspection at the National
Association of Securities Dealers, Inc. at 9513 Key West Avenue, Rockville,
Maryland 20850. The Commission maintains a World Wide Web site that contains
reports, proxy and information statements, and other information filed through
the Commission's Electronic Data Gathering, Analysis and Retrieval System. This
Web site can be accessed at http://www.sec.gov.
ADDITIONAL INFORMATION
The Company has filed with Commission a Registration Statement on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act with respect to the Common Stock offered
hereby. This Prospectus does not contain all of the information set forth in
the Registration Statement and the exhibits and schedules thereto, certain parts
of which are omitted in accordance with the rules and regulations of the
Commission. For further information with respect to the Company and such Common
Stock, reference is made to the Registration Statement and the exhibits and
schedules thereto. Statements contained in this Prospectus as to the contents
of any contract or any other document referred to are not necessarily complete,
and, in each instance, reference is made to the copy of such contract or
document filed as an exhibit to the Registration Statement, each such statement
being qualified in all respects by such reference. Copies of the Registration
Statement, including all exhibits thereto, may be inspected without charge at
the Commission's principal office in Washington, D.C., and copies of all or any
part thereof may be obtained from such office after payment of fees prescribed
by the Commission.
-18-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses of the sale and
distribution of the securities being registered. All amounts are estimates
except the SEC Registration Fee and the Nasdaq Listing of Additional Shares Fee.
AMOUNT TO BE
PAID BY THE
COMPANY
------------
SEC Registration Fee.................................. $ 3,728
Nasdaq Listing of Additional Shares Fee............... 13,900
Legal Fees and Expenses............................... 7,500
Accounting Fees and Expenses.......................... 7,500
Miscellaneous......................................... 7,372
---------
Total.............................................. $ 40,000
=========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 317 of the California Corporation Code authorizes a court to award
or a corporation's Board of Directors to grant indemnity to directors and
officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act. Article IV of the Registrant's
Articles of Incorporation and Article IV of the Registrant's Bylaws provide for
indemnification of its directors, officers, employees and other agents to the
maximum extent permitted by the California Corporations Code. In addition, the
Registrant has entered into Indemnification Agreements with its officers and
directors.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
4.1(1) Form of Stock Certificate.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (included in Exhibit 5.1).
24.1 Power of Attorney (included on page II-3).
_________________
(1) Incorporated by reference to Exhibit 4.2 filed with the Registrant's
Registration Statement on Form S-1 (File No. 333-04142) declared effective
June 11, 1996.
ITEM 17. UNDERTAKINGS
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 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.
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act, each 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.
The undersigned hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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.
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference into the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
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
therefor, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by a registrant of expenses incurred or
paid by a 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 competent
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.
<PAGE>
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 the
requirements for filing on Form S-3 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 the 30th day of
September, 1998.
Infoseek Corporation
By: /s/ Harry M. Motro
---------------------------------
HARRY M. MOTRO
PRESIDENT AND CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Harry M. Motro, Leslie E. Wright and
Andrew E. Newton and each of them singly, as true and lawful attorneys-in-fact
and agents with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities to sign the Registration
Statement filed herewith and any or all amendments to said Registration
Statement (including post- effective amendments and registration statements
filed pursuant to Rule 462 and otherwise), and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission granting unto said attorneys-in-fact and
agents the full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as full to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or his substitute, may lawfully do or cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT ON FORM S-3 HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Harry M. Motro President, Chief Executive September 30, 1998
- ------------------------------ Officer and Director
HARRY M. MOTRO (Principal Executive
Officer)
/s/ Remo Canessa Vice President September 30, 1998
- ------------------------------ and Chief Financial
REMO CANESSA Officer (Principal
Financial and Accounting
Officer)
/s/ Steven T. Kirsch Chairman of the Board of September 30, 1998
- ------------------------------ Directors
STEVEN T. KIRSCH
Director
- ------------------------------
MATTHEW J. STOVER
/s/ John e. Zeisler Director September 30, 1998
- ------------------------------
JOHN E. ZEISLER
/s/ L. William Krause Director September 30, 1998
- ------------------------------
L. WILLIAM KRAUSE
<PAGE>
EXHIBIT 5.1
[WILSON SONSINI GOODRICH & ROSATI LETTERHEAD]
September 30, 1998
Infoseek Corporation
1399 Moffett Park Drive
Sunnyvale, California 94089
RE: REGISTRATION STATEMENT ON FORM S-3
----------------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 to be filed by you
with the Securities and Exchange Commission on or about September 30, 1998 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of a total of up to 521,000 shares of your
Common Stock (the "Shares"), to be offered for sale by the Selling Shareholders
named therein. We have reviewed your charter documents and the corporate
proceedings taken by you in connection with the issuance and sale of the Shares.
Based on such review, we are of the opinion that the Shares have been duly
authorized, were legally issued and are fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, including the prospectus constituting a part thereof, and further
consent to the use of our name wherever it appears in the Registration Statement
and any amendments thereto.
Very truly yours,
/s/ Wilson Sonsini Goodrich & Rosati
--------------------------------------
Wilson Sonsini Goodrich & Rosati
Professional Corporation
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Infoseek Corporation
for the registration of 521,000 shares of its common stock and to the
incorporation by reference therein of our report dated January 16, 1998, except
for Note 14, as to which the date is February 12, 1998 and Note 2, as to which
the date is April 17, 1998, with respect to the consolidated financial
statements and schedule of Infoseek Corporation included in its Current Report
(Form 8-K/A) dated April 17, 1998, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
/s/ Ernst & Young LLP
-------------------------------
Ernst & Young LLP
San Jose, California
September 29, 1998
