-----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, Q7P6rrMtzOE5wTbXY1spWapnKm5RXEWkwNDu0t+o//NxhYyNZHQx0hMofpDHr4kg RWhkBDOd+RG4OavOSEzwgg== 0001092388-00-000062.txt : 20000307 0001092388-00-000062.hdr.sgml : 20000307 ACCESSION NUMBER: 0001092388-00-000062 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000306 GROUP MEMBERS: BILL GROSS IDEALAB GROUP MEMBERS: IDEALAB! HOLDINGS, L.L.C. GROUP MEMBERS: WILLIAM GROSS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GOTO COM INC CENTRAL INDEX KEY: 0001060439 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 954652060 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-56987 FILM NUMBER: 562108 BUSINESS ADDRESS: STREET 1: 74 NORTH PASADENA AVENUE STREET 2: THIRD FLOOR CITY: PASADENA STATE: CA ZIP: 91103 BUSINESS PHONE: (626) 685-5600 MAIL ADDRESS: STREET 1: 14 W UNION STREET CITY: PASADENA STATE: CA ZIP: 91103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BILL GROSS IDEALAB CENTRAL INDEX KEY: 0001045647 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 954569774 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 130 W UNION STREET STREET 2: SUITE 200 CITY: PASADENA STATE: CA ZIP: 91103 BUSINESS PHONE: 6265856900 MAIL ADDRESS: STREET 1: 130 W UNION ST CITY: PASADENA STATE: CA ZIP: 91103 SC 13D/A 1 SCHEDULE 13D, AMENDMENT #2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 2) UNDER THE SECURITIES EXCHANGE ACT OF 1934 GOTO.COM, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.0001 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 38348T107 - -------------------------------------------------------------------------------- (CUSIP Number) Todd Tappin Chief Financial Officer GoTo.Com, Inc. 74 North Pasadena Avenue 3rd Floor Pasadena, California 91103 (626) 685-5600 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 3, 2000 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following box: / /. (Continued on the following page) Page 1 of 11 Pages SCHEDULE 13D - ------------------------- ------------------------------- CUSIP NO. 38348T107 PAGE 2 OF 11 - ------------------------- ------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON WILLIAM GROSS - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH 13,369,076 SHARES REPORTING PERSON -------------------------------------------------------- WITH 8 SHARED VOTING POWER 3,033,684 SHARES -------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 13,369,076 SHARES -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,033,684 SHARES - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,402,760 SHARES - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- SCHEDULE 13D - ------------------------- ------------------------------- CUSIP NO. 38348T107 PAGE 3 OF 11 - ------------------------- ------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON BILL GROSS' IDEALAB! TAX I.D. NO. 95-4569774 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH 13,367,331 SHARES REPORTING PERSON -------------------------------------------------------- WITH 8 SHARED VOTING POWER 3,033,684 -------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 13,367,331 SHARES -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,033,684 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,401,015 SHARES - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- SCHEDULE 13D - ------------------------- ------------------------------- CUSIP NO. 38348T107 PAGE 4 OF 11 - ------------------------- ------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON IDEALAB! HOLDINGS, L.L.C. TAX I.D. NO. 95-4729649 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH 13,367,331 SHARES REPORTING PERSON -------------------------------------------------------- WITH 8 SHARED VOTING POWER 0 -------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 13,367,331 SHARES -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,367,331 SHARES - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- Page 5 of 11 ITEM 1. SECURITY AND ISSUER. This Amendment No. 2 to the Statement on Schedule 13D (the "Amendment No. 2") filed by Bill Gross, Bill Gross' idealab!, a California corporation ("idealab!"), and idealab! Holdings, L.L.C., a Delaware limited liability company and a wholly-owned subsidiary of idealab! ("idealab! Holdings," and together with Bill Gross and idealab!, the "Reporting Persons") amends and supplements the Statement on Schedule 13D (the "Initial Filing") filed on January 3, 2000, as amended and supplemented pursuant to Amendment No. 1 filed by the Reporting Persons on January 20, 2000 (collectively with the Initial Filing, the "Schedule 13D"), relating to the shares of common stock, $0.0001 par value per share (the "Common Stock"), of GoTo.Com, Inc., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 74 North Pasadena Avenue, 3rd Floor, Pasadena, California 91103. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D. Item 2. IDENTITY AND BACKGROUD. (a) This statement is being filed jointly by Bill Gross, idealab! and idealab! Holdings. (b) The address of the Reporting Persons' principal office or residence is 74 North Pasadena Avenue, 3rd Floor , Pasadena, California 91103. The names, business addresses and principal businesses of each of the directors and executive officers of each of idealab! and idealab! Holdings are set forth on SCHEDULE I hereto and incorporated by reference herein. (c) The principal business of idealab! and idealab! Holdings is the creation and operation of internet businesses. (d) During the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of the executive officers or directors of any of the Reporting Persons, as applicable, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of the executive officers or directors of any of the Reporting Persons, as applicable, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) To the best knowledge of idealab! and idealab! Holdings, each of their executive officers and directors is a United States citizen. Bill Gross is a United States citizen. Page 6 of 11 ITEM 4. PURPOSE OF TRANSACTION. Item 4 of the Schedule 13D is hereby amended by adding the following: On March 3, 2000, idealab! and the Company entered into a Stockholder Agreement (the "Stockholder Agreement"). A copy of the Stockholder Agreement is attached hereto as Exhibit 11 and incorporated by reference herein. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of the date hereof, idealab! Capital Partners I-A, L.P., a Delaware limited partnership ("ICP I-A") is the record owner of 2,262,134 shares of Common Stock, and idealab! Capital Partners I-B, L.P., a Delaware limited partnership ("ICP I-B") is the record owner of 410,550 shares of Common Stock. Mr. Gross may be deemed the beneficial owner of the shares owned by ICP I-A and ICP I-B in his capacity as a Managing Member of idealab! Capital Management I, L.L.C., a Delaware limited liability company ("ICM") which is the general partner of ICP I-A and ICP I-B and shares voting and investment power over shares held beneficially by ICM. Mr. Gross also is the direct and beneficial owner of 1,745 shares of Common Stock. idealab! Holdings is the direct and beneficial owner of 13,367,331 shares of Common Stock, which constitute approximately 29.4% of the 45,532,469 outstanding shares of Common Stock as of September 30, 1999. idealab! may be deemed to benefcially own the shares of Common Stock owned by idealab! Holdings, which is the wholly-owned subsidiary of idealab!. Mr. Gross may also be deemed to beneficially own the shares held by idealab! Holdings in his capacity as the Chairman of the Board of Directors and President of idealab! and exercises voting and investment power over shares held beneficially by idealab! Holdings. As of March 6, 2000, certain executive officers and directors of the Reporting Persons owned an aggregate of approximately 439,731 shares of Common Stock. The Reporting Persons disclaim any beneficial interest in such shares. (b) The Reporting Persons have sole or shared power to vote or direct the vote, and to dispose or to direct the disposition of the 13,369,076 shares of Common Stock that they own of record or may be deemed to beneficially own. (c) Except as described in Item 4 above, there have not been any transactions in the shares of Common Stock effected by or for the account of either of the Reporting Persons or any executive officer or director of either of the Reporting Persons during the past 60 days. (d) Except as stated in this Item 5, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock owned of record or beneficially owned by either of the Reporting Persons. (e) Not applicable. Page 7 of 11 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 of the Schedule 13D is hereby amended by adding the following: The information set forth in the last paragraph of Item 4 is incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1.(1) Joint Filing Agreement, dated as of January 3, 2000. Exhibit 2.(1) Stock Purchase Agreement, dated as of December 23, 1999, by and between Bill Gross' idealab! and Kline Hawkes California SBIC. Exhibit 3.(1) Stock Purchase Agreement, dated as of December 23, 1999, by and between Bill Gross' idealab! and Howard L. Morgan. Exhibit 4.(1) Stock Purchase Agreement, dated as of December 23, 1999, by and between Bill Gross' idealab! and Oliver A. McBryan. Exhibit 5.(1) Stock Purchase Agreement, dated as of December 23, 1999, by and between Bill Gross' idealab! and Bob Kavner. Exhibit 6.(1) Stock Purchase Agreement, dated as of December 23, 1999, by and between Bill Gross' idealab! and William S. Elkus. Exhibit 7.(1) Stock Purchase Agreement, dated as of December 23, 1999, by and between Bill Gross' idealab! and Bruce Hendricks. Exhibit 8.(1) Stock Purchase Agreement, dated as of December 23, 1999, by and between Bill Gross' idealab! and Moore Global Investments, Ltd., Multi-Strategies Fund Ltd., Remington Investments Strategies, L.P. and Multi-Strategies Fund L.P. Exhibit 9.(1) Stock Purchase Agreement, dated as of December 23, 1999, by and between Bill Gross' idealab! and Jim Armstrong. Exhibit 10.(2) Stock Purchase Agreement, dated as of January 17, 2000, by and between Bill Gross' idealab! and idealab! Capital Partners I-B, L.P. Exhibit 11. Stockholder Agreement, dated as of March 3, 2000, by and between Bill Gross' idealab! and GoTo.com, Inc. Exhibit 12. Joint Filing Agreement, dated as of March 6, 2000.
- ----------------- (1) Previously filed on Schedule 13D, dated January 3, 2000. (2) Previously filed on Amendment No. 1 to Schedule 13D, dated January 20, 2000. Page 8 of 11 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Date: March 6, 2000 BILL GROSS /s/ BILL GROSS ------------------------------ Dated: March 6, 2000 BILL GROSS' IDEALAB! By: /s/ BILL GROSS ---------------------------- Name: Bill Gross Title: Chairman of the Board and President Dated: March 6, 2000 IDEALAB! HOLDINGS, L.L.C. By: /s/ BILL GROSS ---------------------------- Name: Bill Gross Title: Managing Member Page 9 of 11 SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF BILL GROSS' IDEALAB! The name, business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of Bill Gross' idealab! is set forth below. Unless otherwise indicated below, the business address of each director and executive officer is Bill Gross' idealab!, 130 West Union Street, Pasadena, California 91103.
NAME AND BUSINESS POSITION WITH BILL GROSS' PRINCIPAL OCCUPATION, IF OTHER THAN AS ADDRESS IDEALAB! EXECUTIVE OFFICER OF BILL GROSS' IDEALAB! ----------------------------------- ---------------------------------- ---------------------------------------- Bill Gross Chairman of the Board and President Lawrence Gross Vice-Chairman and Director Robert Kavner Vice-Chairman and Director Howard Morgan Vice-Chairman and Director Thomas Hughes Director Marcia Goodstein Vice-Chairman, Chief Operating Officer and Director Bradley O. Ramberg Vice-President and Chief Financial Officer Douglas McPherson Vice-President and General Counsel
Page 10 of 11 DIRECTORS AND EXECUTIVE OFFICERS OF IDEALAB! HOLDINGS, L.L.C. The name, business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of idealab! Holdings, L.L.C. is set forth below. Unless otherwise indicated below, the business address of each director and executive officer is idealab! Holdings, L.L.C., 130 West Union Street, Pasadena, California 91103.
PRINCIPAL OCCUPATION, IF OTHER THAN AS NAME AND BUSINESS POSITION WITH IDEALAB! HOLDINGS, EXECUTIVE OFFICER OF IDEALAB! ADDRESS L.L.C. HOLDINGS, L.L.C. ----------------------------------- ---------------------------------- ---------------------------------------- Bill Gross' idealab! Member Bill Gross Managing Member
Page 11 of 11 EXHIBIT INDEX Exhibit 1.(1) Joint Filing Agreement, dated as of January 3, 2000. Exhibit 2.(1) Stock Purchase Agreement, dated as of December 23, 1999, by and between Bill Gross' idealab! and Kline Hawkes California SBIC. Exhibit 3.(1) Stock Purchase Agreement, dated as of December 23, 1999, by and between Bill Gross' idealab! and Howard L. Morgan. Exhibit 4.(1) Stock Purchase Agreement, dated as of December 23, 1999, by and between Bill Gross' idealab! and Oliver A. McBryan. Exhibit 5.(1) Stock Purchase Agreement, dated as of December 23, 1999, by and between Bill Gross' idealab! and Bob Kavner. Exhibit 6.(1) Stock Purchase Agreement, dated as of December 23, 1999, by and between Bill Gross' idealab! and William S. Elkus. Exhibit 7.(1) Stock Purchase Agreement, dated as of December 23, 1999, by and between Bill Gross' idealab! and Bruce Hendricks. Exhibit 8.(1) Stock Purchase Agreement, dated as of December 23, 1999, by and between Bill Gross' idealab! and Moore Global Investments, Ltd., Multi-Strategies Fund Ltd., Remington Investments Strategies, L.P. and Multi-Strategies Fund L.P. Exhibit 9.(1) Stock Purchase Agreement, dated as of December 23, 1999, by and between Bill Gross' idealab! and Jim Armstrong. Exhibit 10.(2) Stock Purchase Agreement, dated as of January 17, 2000, by and between Bill Gross' idealab! and idealab! Capital Partners I-B, L.P. Exhibit 11. Stockholder Agreement, dated as of March 3, 2000, by and between Bill Gross' idealab! and GoTo.com, Inc. Exhibit 12. Joint Filing Agreement, dated as of March 6, 2000.
-------------------- (1) Previously filed on Schedule 13D, dated January 3, 2000. (2) Previously filed on Amendment No. 1 to Schedule 13D, dated January 20, 2000. EX-11 2 EXHIBIT 11 EXHIBIT 11 GOTO.COM, INC. IDEALAB! STOCKHOLDER AGREEMENT This Stockholder Agreement (this "Agreement") is made as of March 3, 2000 by and between Bill Gross' idealab!, a California corporation ("BGIL"), and GoTo.com, Inc., a Delaware corporation (the "Company"). WHEREAS, the Company and BGIL desire to make certain covenants and agreements with one another pursuant to this Agreement NOW THEREFORE, in consideration of the covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: NOTE: CERTAIN CAPITALIZED TERMS USED HEREIN ARE DEFINED IN ARTICLE III HEREOF. ARTICLE I COVENANTS 1.1 BGIL COVENANTS. (a) Until March 3, 2002, BGIL will not, and will cause its Affiliates not to, directly or indirectly, except with the prior written consent of the Company's Board of Directors and, without limitation, a majority of the Independent Directors (as defined in Section 2.3): (i) become a Beneficial Owner of 35% or more of the outstanding Common Stock; (ii) transfer Beneficial Ownership of any Common Stock of the Company except (A) pursuant to the terms of a merger, consolidation or liquidation of, or tender offer or other business combination transaction with respect to, the Company, in each case approved by the Company's Board of Directors and, without limitation, by a majority of the Independent Directors, (B) pro rata distributions by ICP of shares of Common Stock currently held by it to its limited partners consistent with past practice, or (C) other transfers to third parties, provided that any such third party (together with any of its Affiliates and Associates) would not, to BGIL's knowledge after inquiry, following the completion of such transfer, Beneficially Own 15% or more of the outstanding Common Stock of the Company; or (iii) knowingly assist or advise, or knowingly provide or arrange financing to facilitate, another Person, or group of Persons acting in concert, to become the Beneficial Owner of 15% or more of the outstanding Common Stock. (b) Until March 3, 2002, BGIL shall use good faith reasonable efforts to notify the Company of any proposed amendment to BGIL's Schedule 13D at least 2 business days prior to such amendment. (c) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not prohibit or restrict in any way any of the following: (i) actions taken by BGIL's nominees or designees on the Board of Directors of the Company in their capacity as directors, and (ii) the exercise by BGIL and its Affiliates and Associates of their voting rights with respect to any shares of Common Stock of the Company or other voting securities of the Company that they are permitted to Beneficially Own pursuant to the terms of this Agreement. 1.2 COMPANY COVENANTS. Until March 3, 2002, so long as BGIL is the Beneficial Owner of at least 20% of the outstanding Common Stock, the Company will not, without the prior written consent of BGIL, adopt a "shareholder rights plan" (commonly referred to as a "poison pill"); PROVIDED, HOWEVER, that if, in the good faith judgment of the Board of Directors of the Company, after consideration of its fiduciary duties, adoption of such a shareholder rights plan would be in the best interests of the shareholders of the Company, the Company may adopt such a shareholder rights plan without the consent of BGIL so long as the percentage thresholds set forth therein are no more restrictive to BGIL than the terms of this Agreement. If the Company adopts a shareholder rights plan, this Agreement shall terminate and be of no further force or effect. The Company hereby represents that, as of the date of this Agreement, it has no intention of currently adopting a "shareholder rights plan." ARTICLE II MISCELLANEOUS 2.1 GOVERNING LAW. This Agreement shall be governed in all respects by the internal laws of the State of Delaware. 2.2 SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and assigns. 2.3 ENTIRE AGREEMENT; AMENDMENT. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject hereof. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought, including on behalf of the Company, approval by a majority of the members of the Board of Directors that are not, and have not for the then previous twelve (12) months been, Affiliates of BGIL or any of its Affiliates or Associates (other than the Company) (such members of the Board of Directors, the "Independent Directors"). 2.4 NOTICES, ETC. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, or otherwise delivered by facsimile transmission, by hand or by messenger, addressed: (a) If to BGIL, to: Bill Gross' idealab! 130 West Union Street Pasadena, California 91103 Attn: General Counsel (Telephone) (626) 535-2828 (Facsimile) (626) 535-2703 With a copy to: Latham & Watkins 633 West Fifth Street, Suite 4000 Los Angeles, California 90071-2007 Attn: Paul D. Tosetti, Esq. (Telephone) (213) 485-1234 (Facsimile) (213) 891-8763 (b) If to the Company, to: GoTo.com, Inc. 72 North Pasadena Avenue Pasadena, CA 91103 Attn: Chief Financial Officer (Telephone) (626) 685-6890 (Facsimile) (626) 685-5601 With a copy to: Wilson Sonsini Goodrich & Rosati Professional Corporation Two Palo Alto Square Palo Alto, CA 94306 Attn: Martin W. Korman, Esq. Michael D. Weisberg, Esq. (Telephone) (650) 493-9300 (Facsimile) (650) 493-6811 Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given when delivered if delivered personally, if sent by facsimile, the first business day after the date of confirmation that the facsimile has been successfully transmitted to the facsimile number for the party notified, or, if sent by mail, at the earlier of its receipt or 72 hours after the same has been deposited in a regularly maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid. 2.5 DELAYS OR OMISSIONS. Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing to a party under this Agreement, shall impair any such right, power or remedy nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. 2.6 EXPENSES. The Company and BGIL shall bear their own expenses incurred with respect to this Agreement and the transactions contemplated hereby. 2.7 SPECIFIC PERFORMANCE. The parties hereto acknowledge and agree that irreparable damage would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such damage would not be compensable in money damages and that it would be extremely difficult or impracticable to measure the resultant damages. It is accordingly agreed that any party hereto shall be entitled to an injunction or injunctions to prevent breaches of the provisions of the Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which it may be entitled at law or equity, and such party that is sued for breach of this Agreement expressly waives any defense that a remedy in damages would be adequate and expressly waives any requirement in an action for specific performance for the posting of a bond by the party bringing such action. 2.8 FURTHER ASSURANCES. The parties hereto shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments or documents as any other party may reasonably request from time to time in order to carry out the intent and purposes of this Agreement and the consummation of the transactions contemplated hereby. Neither the Company nor BGIL shall voluntarily undertake any course of action inconsistent with satisfaction of the requirements applicable to them set forth in this Agreement and each shall promptly do all such acts and take all such measures as may be appropriate to enable them to perform as early as practicable the obligations herein and therein required to be performed by them. 2.9 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which may be executed by fewer than all of the parties, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument. 2.10 SEVERABILITY. In the event that any provision of .this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided, that no such severability shall be effective if it materially changes the economic impact of this Agreement on any party. 2.11 CAPTIONS. Headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be relied upon in construing this Agreement. Use of any gender herein to refer to any person shall be deemed to comprehend masculine, feminine, and neuter unless the context clearly requires otherwise. 2.12 ATTORNEYS' FEES. In any action at law or suit in equity in relation to this Agreement, the prevailing party in such action or suit shall be entitled to receive a reasonable sum for its attorneys' fees and all other reasonable costs and expenses incurred in such action or suit. 2.13 PUBLICITY. The parties hereto shall act in good faith to coordinate any public announcements concerning the matters set forth herein. ARTICLE III DEFINITIONS For the purpose of this Agreement, the following terms shall have the meanings specified with respect thereto below: "Affiliate" and "Associate" shall have the respective meanings set forth in Rule 12b-2 of the rules and regulations promulgated under the Exchange Act. A person or entity (either, a "Person") shall be deemed the "Beneficial Owner" of and shall be deemed to "beneficially own" any securities: (i) which such Person or any of such Person's Affiliates or Associates beneficially owns, directly or indirectly, for purposes of Section 13(d) of the Exchange Act and Rule 13d-3 thereunder (or any comparable or successor law or regulation); (ii) which a Person or any of such Person's Affiliates or Associates has (A) the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities), or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; PROVIDED, HOWEVER, that a Person shall not be deemed to be the Beneficial Owner of, or to beneficially own, (1) securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person's Affiliates or Associates until such tendered securities are accepted for purchase or exchange, or (2) securities which a Person or any of such Person's Affiliates or Associates may be deemed to have the right to acquire pursuant to any merger or other acquisition agreement between the Company and such Person (or one or more of its Affiliates or Associates) if such agreement has been approved in advance by the Board of Directors of the Company; or (B) the right to vote pursuant to any agreement, arrangement or understanding; PROVIDED, HOWEVER, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, any security if the agreement, arrangement or understanding to vote such security (1) arises solely from a revocable proxy or consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations of the Exchange Act and (2) is not also then reportable on Schedule 13D under the Exchange Act (or any comparable or successor report); or (iii) which are beneficially owned, directly or indirectly, by any other person or entity (or any Affiliate or Associate thereof) with which a Person or any of such Person's Affiliates or Associates has any agreement, arrangement or understanding, whether or not in writing (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities) for the purpose of acquiring, holding, voting or disposing of any securities of the Company. "Common Stock" shall mean shares of the Common Stock of the Company. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. "ICP" shall mean any of idealab! Capital Partners I-A, L.P., a Delaware limited partnership, or idealab! Capital Partners I-B, L.P., a Delaware limited partnership. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. "COMPANY" GOTO.COM, INC. By: /s/ JEFFREY BREWER ------------------------------- Name: Jeffrey Brewer Title: Executive Chairman of the Board "BGIL" BILL GROSS' IDEALAB! By: /s/ BILL GROSS -------------------------------- Name: Bill Gross Title: Chairman of the Board and President EX-12 3 EXHIBIT 12 EXHIBIT 12 JOINT FILING AGREEMENT The undersigned hereby agree to jointly file a statement on Schedule 13D, together with any amendments thereto (collectively, the "Schedule 13Ds"), with the Securities and Exchange Commission pursuant to the requirements of Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended. This Joint Filing Agreement may be signed in counterpart copies. (Signature Page Follows) Date: March 6, 2000 BILL GROSS /s/ BILL GROSS ------------------------------ Date: March 6, 2000 BILL GROSS' IDEALAB! By:/s/ BILL GROSS --------------------------- Name: Bill Gross Title: Chairman of the Board and President Date: March 6, 2000 IDEALAB! HOLDINGS, L.L.C. By:/s/ BILL GROSS --------------------------- Name: Bill Gross Title: Managing Member -----END PRIVACY-ENHANCED MESSAGE-----