-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J/ZQjdhV0CriyGMaTcUKgXDRnwxJdlVoCGd23DnGQnuGJMmabY93aPH9mJ1FMfDE fgiQZoUxN/Hz9XEdgVGpPg== /in/edgar/work/20000817/0000912057-00-038145/0000912057-00-038145.txt : 20000922 0000912057-00-038145.hdr.sgml : 20000922 ACCESSION NUMBER: 0000912057-00-038145 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000817 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THESTREET COM CENTRAL INDEX KEY: 0001080056 STANDARD INDUSTRIAL CLASSIFICATION: [7374 ] IRS NUMBER: 615150824 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-56341 FILM NUMBER: 704963 BUSINESS ADDRESS: STREET 1: 14 WALL ST 14TH FL CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2122714004 MAIL ADDRESS: STREET 1: 14 WALL ST 14TH FL CITY: NEW YORK STATE: NY ZIP: 10005 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GO2NET INC CENTRAL INDEX KEY: 0001029553 STANDARD INDUSTRIAL CLASSIFICATION: [7374 ] IRS NUMBER: 911710182 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 999 THIRD AVENUE STREET 2: SUITE 4700 CITY: SEATTLE STATE: WA ZIP: 98104 BUSINESS PHONE: 2064471595 MAIL ADDRESS: STREET 1: 999 THIRD AVENUE STREET 2: SUITE 4700 CITY: SEATTLE STATE: WA ZIP: 98104 SC 13G 1 sc13g.txt SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 THESTREET.COM, INC. ------------------- (Name of Issuer) COMMON STOCK ------------ (Title of Class of Securities) 88368Q103 --------- (CUSIP Number) AUGUST 7, 2000 -------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. - ----------------------- --------------------- CUSIP NO. 88368Q103 13G PAGE 2 OF 6 PAGES - ----------------------- --------------------- - -------- ----------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Go2Net, Inc. IRS ID No. 91-1710182 - -------- ----------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) [X] - -------- ----------------------------------------------------------------------- 3 SEC USE ONLY - -------- ----------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------- ----------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF SHARES Approximately 2,667,265 shares BENEFICIALLY OWNED BY ----- ---------------------------------------------- EACH 6 SHARED VOTING POWER REPORTING PERSON WITH 0 ----- ---------------------------------------------- 7 SOLE DISPOSITIVE POWER Approximately 2,667,265 shares ----- ---------------------------------------------- 8 SHARED DISPOSITIVE POWER 0 - -------- ----------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Approximately 2,667,265 shares - -------- ----------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* - -------- ----------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.95% - -------- ----------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* CO - -------- ----------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INTRODUCTORY NOTE On August 7, 2000, TheStreet.com, Inc., a Delaware corporation (the "Registrant"), entered into a Securities Purchase Agreement with Go2Net, Inc. ("Go2Net") and Vulcan Ventures Inc., pursuant to which, among other things, the Registrant sold to Go2Net 670,167 shares of its common stock, par value $.01 per share, at a purchase price of $5.56 per share. In addition, the Registrant granted Go2Net an option, exercisable anytime within six (6) months of the date of closing, to purchase an additional 7.45% of the Registrant's shares of common stock outstanding immediately after the issuance of such stock, at a purchase price of $13.50 per share. ITEM 1 (a). NAME OF ISSUER: TheStreet.com, Inc. ITEM 1 (b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 14 Wall Street 14th Floor New York, NY 10005 ITEM 2 (a). NAME OF PERSON FILING: Go2Net, Inc. ITEM 2 (b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: Pier 70 2801 Alaskan Way, Suite 2000 Seattle, Washington 98121 ITEM 2 (c). CITIZENSHIP: Delaware. ITEM 2 (d). TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.01 per share. ITEM 2 (e). CUSIP NUMBER: 88368Q103 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) OR (C), CHECK WHETHER THE PERSON FILING IS A: not applicable. (a) / / Broker or dealer registered under Section 15 of the Exchange Act; (b) / / Bank as defined in Section 3(a)(6) of the Exchange Act; (c) / / Insurance company as defined in Section 3(a)(19) of the Exchange Act; (d) / / Investment company registered under Section 8 of the Investment Company Act; (e) / / An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); Page 3 of 6 pages (f) / / An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) / / A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) / / A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) / / A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(J). ITEM 4. OWNERSHIP (a) Amount Beneficially Owned:2,667,225 shares (1) (b). Percent of Class: 9.95% (c) Number of Shares as to which Such Person has: (i) sole power to vote or to direct the vote 2,667,265 shares(1) (ii) shared power to vote or to direct the vote 0 (iii) sole power to dispose or to direct the disposition of 2,667,265 shares(1) (iv) shared power to dispose or to direct the disposition of 0 ----------------
(1) Amount beneficially owned is based upon 670,167 shares of Common Stock of the Issuer owned by Go2Net plus an option to purchase 7.45% of the 26,806,684 shares of Common Stock of the Issuer issued and outstanding as of August 7, 2000. The number of shares for which the option is exercisable will be based upon the issued and outstanding Common Stock of the Issuer at the time of exercise. As such, the amount beneficially owned by Go2Net may differ based upon the date on which Go2Net determines to exercise its option. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON Not applicable. - ----------------------- Page 4 of 6 pages ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not applicable. ITEM 10. CERTIFICATION (a) The following certification shall be included if the statement filed pursuant to Section 240.13d-1(b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. The following certification shall be included if the statement filed pursuant to Section 240.13d-1(c): (b) By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 5 of 6 pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct and that by signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Dated: August 17, 2000. GO2NET, INC. By: /s/ Russell C. Horowitz ------------------------------ Russell C. Horowitz Go2Net, Inc.'s Chief Executive Officer The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties for whom copies are to be sent. ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) Page 6 of 6 pages -----END PRIVACY-ENHANCED MESSAGE-----