SC 13D/A 1 a73997asc13da.txt AMENDMENT NO.6 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 6) 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) July 5, 2001 -------------------------------------------------------------------------------- (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 12 Pages 2 SCHEDULE 13D --------------------------- --------------------------------- CUSIP NO. 38348T107 PAGE 2 OF 12 --------------------------- --------------------------------- ------- ------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON BILL 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 -------------------- ----- ----------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 8,679,915 SHARES SHARES ----- ----------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 2,530 SHARES OWNED BY EACH ----- ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 8,679,915 SHARES PERSON WITH ----- ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,530 SHARES ------- ------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,682,445 SHARES ------- ------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ------- ------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.3% ------- ------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IN ------- ------------------------------------------------------------------------ 3 SCHEDULE 13D --------------------------- --------------------------------- CUSIP NO. 38348T107 PAGE 3 OF 12 --------------------------- --------------------------------- ------- ------------------------------------------------------------------------ 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 -------------------- ----- ----------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 8,679,915 SHARES SHARES ----- ----------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 2,530 SHARES OWNED BY EACH ----- ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 8,679,915 SHARES PERSON WITH ----- ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,530 SHARES ------- ------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,682,445 SHARES ------- ------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ------- ------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.3% ------- ------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON CO ------- ------------------------------------------------------------------------ 4 SCHEDULE 13D --------------------------- --------------------------------- CUSIP NO. 38348T107 PAGE 4 OF 12 --------------------------- --------------------------------- ------- ------------------------------------------------------------------------ 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 CALIFORNIA -------------------- ----- ----------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 8,079,915 SHARES SHARES ----- ----------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ----- ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 8,079,915 SHARES ----- ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 ------- ------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,079,915 SHARES ------- ------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ------- ------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.2 % ------- ------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON OO ------- ------------------------------------------------------------------------ 5 Page 5 of 12 Pages ITEM 1. SECURITY AND ISSUER. This Amendment No. 6 to the Statement on Schedule 13D (the "Amendment No. 6") 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, Amendment No. 2 filed by the Reporting Persons on March 6, 2000, Amendment No. 3 filed by the Reporting Persons on May 9, 2001, Amendment No. 4 filed by the Reporting Persons on June 6, 2001 and Amendment No. 5 filed by the Reporting Persons on July 2, 2001 (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. 6 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 BACKGROUND. (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 130 West Union Street, 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. 6 Page 6 of 12 Pages ITEM 4. PURPOSE OF TRANSACTION. Item 4 of the Schedule 13D is hereby amended by adding the following: On July 5, 2001, in connection with the effectiveness of a registration statement (No. 333-62352) filed by the Company under the Securities Act of 1933 and pursuant to the closing of an underwriting agreement (the "Underwriting Agreement"), dated June 28, 2001, by and among (i) idealab!, (ii) the Company and (iii) Credit Suisse First Boston Corporation, Salomon Smith Barney Inc. and U.S. Bancorp Piper Jaffray Inc. (collectively with certain other entities who have become part of the underwriting syndicate, the "Underwriters"), idealab! sold to the Underwriters 4,875,000 shares of Common Stock, 125,000 of which were sold pursuant to the exercise-in-full by the Underwriters of an over-allotment option granted to the Underwriters by idealab! under the Underwriting Agreement. By participating in the registered offering and the transactions described above, idealab! believes that it will be able to continue to comply with the terms of an order received under section 3(b)2 of the Investment Company Act of 1940, as amended (the "1940 Act"), declaring that idealab! is not an investment company. The Reporting Persons have executed lock-up agreements with the Underwriters for the offering in which the Reporting Persons have agreed not to sell securities of the Company until 90 days following the offering. Based on recent trading prices of Company stock and based on the current value of idealab!'s other assets, idealab! believes that following the transactions set forth above, it will continue to be in compliance with the terms of its order. idealab! currently anticipates that during the 6 to 9 month period following expiration of its lock-up agreement with the Underwriters, it will sell in market transactions up to 2,000,000 shares of Common Stock, subject to market conditions. Given the Reporting Persons' current relationship with the Company, idealab! further anticipates that any sales in market transactions would be made in accordance with a plan under Rule 10b5-1 under the Securities Exchange Act of 1934. Subject to its lock-up agreement with the Underwriters and depending on changes in the trading price of Company stock and the value of idealab!'s other assets following the transactions described above, idealab! may make additional sales in order to continue to satisfy the representations made in connection with the order. idealab! currently anticipates that any sales of Common Stock will be made in market transactions pursuant to Rule 144, subject to the volume limitations thereof. However, in the future idealab! may effect such sales through private transactions or a registered offering. Subject to the foregoing, the Reporting Persons may acquire or dispose of securities of the Company, including shares of Common Stock, directly or indirectly, in open-market or privately negotiated transactions or through registered offerings, depending upon the Reporting Persons' evaluation of the performance and prospects of the Company, and upon other developments and circumstances, including, but not limited to, general economic and business conditions, stock market conditions, and idealab!'s business and strategic objectives. 7 Page 7 of 12 Pages ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is amended and restated in its entirety as follows: (a) As of the date hereof, Clearstone Venture Management I, LLC, a Delaware limited liability company ("CVM-I"), is the record owner of 2,530 shares of Common Stock. Mr. Gross may be deemed the beneficial owner of the shares owned by CVM-I in his capacity as a Managing Member of CVM-I. idealab! is the direct record and beneficial owner of 600,000 shares of Common Stock, which constitutes approximately 1.1% of the 56,824,520 outstanding shares of Common Stock as of July 5, 2001. Mr. Gross may be deemed the beneficial owner of the shares owned by idealab! in his capacity as the Chairman of the Board of Directors and Chief Executive Officer of idealab!. idealab! Holdings is the direct record and beneficial owner of 8,079,915 shares of Common Stock, which constitutes approximately 14.2% of the 56,824,520 outstanding shares of Common Stock as of July 5, 2001. idealab! may be deemed to beneficially own the shares of Common Stock owned by idealab! Holdings, which is a wholly-owned subsidiary of idealab!. Mr. Gross may also be deemed the beneficial owner of the shares owned by idealab! Holdings in his capacity as the Chairman of the Board of Directors and Chief Executive Officer of idealab!. Each of Mr. Gross and idealab! disclaims any beneficial interest in such shares to the extent it exceeds his or its pecuniary interest. (b) The Reporting Persons have sole power to vote or direct the vote, and to dispose or to direct the disposition of the 8,679,915 shares of Common Stock that they own of record or may be deemed to beneficially own. (c) On May 4, 2001, Mr. Gross sold 37,857 shares of Common Stock and CVM-I sold 26,126 shares of Common Stock, in each case as described and reported in a Form 4 Statement of Changes in Beneficial Ownership for May 2001. Except for the foregoing transactions and as otherwise described in Item 4 above, there have not been any transactions in the shares of Common Stock effected by or for the account of any of the Reporting Persons or any executive officer or director or managing member of any 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 any of the Reporting Persons. (e) Not applicable. 8 Page 8 of 12 Pages 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. Dated: July 6, 2001 BILL GROSS By: /s/ Bill Gross --------------------------------- Dated: July 6, 2001 BILL GROSS' IDEALAB! By: /s/ Bill Gross --------------------------------- Name: Bill Gross Title: Chairman of the Board and Chief Executive Officer Dated: July 6, 2001 IDEALAB! HOLDINGS, L.L.C. By: /s/ Bill Gross --------------------------------- Name: Bill Gross Title: Managing Member 9 Page 9 of 12 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.
PRINCIPAL OCCUPATION, IF OTHER NAME AND BUSINESS POSITION WITH BILL GROSS' THAN AS EXECUTIVE OFFICER OF ADDRESS IDEALAB! BILL GROSS' IDEALAB! ---------------------- --------------------------- ------------------------------ Bill Gross Chairman of the Board and Chief Executive Officer Marcia Goodstein President, Chief Operating Officer and Director Lawrence Gross Vice-Chairman Bruce Johnston President, idealab! Boston Robert Kavner Director Howard Morgan Vice-Chairman Benjamin M. Rosen Director John F. Welch, Jr. Director Chairman and Chief Executive Officer, General Electric Company
10 Page 10 of 12 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 NAME AND BUSINESS POSITION WITH IDEALAB! THAN AS EXECUTIVE OFFICER OF ADDRESS HOLDINGS, L.L.C. IDEALAB! HOLDINGS, L.L.C. ---------------------- --------------------------- ------------------------------ Bill Gross' idealab! Member Bill Gross Managing Member
11 Page 11 of 12 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.(3) Stockholder Agreement, dated as of March 3, 2000, by and between Bill Gross' idealab! and GoTo.com, Inc. Exhibit 12.(3) Joint Filing Agreement, dated as of March 6, 2000.
-------------------------------- (1) Previously filed on Schedule 13D, dated December 23, 1999. (2) Previously filed on Amendment No. 1 to Schedule 13D, dated January 20, 2000. (3) Previously filed on Amendment No. 2 to Schedule 13D, dated March 6, 2000. 12 Page 12 of 12 Exhibit 13 (4) Joint Filing Agreement, dated as of May 8, 2001. Exhibit 14 (5) Lock-up Agreement, dated as of June 4, 2001, by and among Bill Gross' idealab!, GoTo.com, Inc. and Credit Suisse First Boston Corporation, Salomon Smith Barney and U.S. Bancorp Piper Jaffray, as representatives of the several underwriters. Exhibit 15 (5) Lock-up Agreement, dated as of June 4, 2001, by and among Bill Gross, GoTo.com, Inc. and Credit Suisse First Boston Corporation, Salomon Smith Barney and U.S. Bancorp Piper Jaffray, as representatives of the several underwriters Exhibit 16 (6) Underwriting Agreement, dated June 28, 2001, by and among (i) Bill Gross' idealab!, (ii) GoTo.com, Inc. and (iii) Credit Suisse First Boston Corporation, Salomon Smith Barney Inc. and U.S. Bancorp Piper Jaffray Inc, as Representatives of the several Underwriters.
-------------------------------- (4) Previously filed on Amendment No. 3 to Schedule 13D, dated May 9, 2001. (5) Previously filed on Amendment No. 4 to Schedule 13D, dated June 6, 2001. (6) Previously filed on Amendment No. 5 to Schedule 13D, dated July 2, 2001.