-----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, HBQQ1rkmVZmq7XVEKi0XyuN/UatIgZCUB0S4efj+8iIo7TtDXHmGcJRKmWJshErk 7Lb0JTySD/l8ca3E4Jsc7A== 0001032210-00-000844.txt : 20000502 0001032210-00-000844.hdr.sgml : 20000502 ACCESSION NUMBER: 0001032210-00-000844 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INFOSPACE INC CENTRAL INDEX KEY: 0001068875 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 911718107 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-25131 FILM NUMBER: 613812 BUSINESS ADDRESS: STREET 1: 15375- 90TH AVENUE N.E. CITY: REDMOND STATE: WA ZIP: 98052 BUSINESS PHONE: 4258821602 FORMER COMPANY: FORMER CONFORMED NAME: INFOSPACE COM INC DATE OF NAME CHANGE: 19980824 10-K/A 1 AMENDMENT NO. 1 TO FORM 10-K - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- FORM 10-K/A AMENDMENT NO. 1 (Mark One) [X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 OR [_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-25131 INFOSPACE, INC. (Exact name of Registrant as specified in its charter) ---------------- Delaware 91-1718107 (State or other jurisdiction (I.R.S. Employer) incorporation or organization) Identification Number) 15375 N.E. 90th Street Redmond, Washington 98052 (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (425) 602-0600 ---------------- Securities registered pursuant to Section 12 (b) of the Act: None Securities registered pursuant to Section 12 (g) of the Act: Common Stock, par value $.0001 per share Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: YES [X] NO [_] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [_] The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing price of Common Stock on February 29, 2000, as reported by Nasdaq, was approximately $12.8 billion. Shares of voting stock held by each officer and director and by each person who owns 5% or more of the outstanding voting stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. As of February 29, 2000, 108,288,253 shares of the registrant's Common Stock were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Part III incorporates certain information by reference from the definitive proxy statement for the Annual Meeting of Stockholders tentatively scheduled for May 22, 2000, (the "Proxy Statement"). - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (a) 3. Exhibits.
Number Description ------ ----------- 3.1+ Restated Certificate of Incorporation of the registrant. 3.2+ Restated Bylaws of the registrant. 4.1++ Form of Certificate of the Powers, Designations, Preferences and Rights of Series A Preferred Stock. 10.1+ Form of Indemnification Agreement between the registrant and each of its Directors and Executive Officers. 10.2+++ Restated 1996 Flexible Stock Incentive Plan and Terms of Stock Option Grant Program for Nonemployee Directors under the Restated 1996 Flexible Stock Incentive Plan. 10.3+ 1998 Employee Stock Purchase Plan 10.4+ Lease, dated May 14, 1998, between the registrant and TIAA Realty, Inc. 10.5+ Registration Rights Agreement, dated May 1, 1997, among the registrant, John E. Richards, Peter S. Richards, John Enger and Alexander Hutton Capital L.L.C., as subsequently amended by Agreement dated as of January 2, 1998, among the registrant, John E. Richards, Peter S. Richards, John Enger and Alexander Hutton Capital L.L.C. 10.6+ Agreement, dated January 2, 1998, among the registrant, John E. Richards, Peter S. Richards, John Enger and Alexander Hutton Capital, L.L.C. 10.7+ Form of Common Stock and Common Stock Warrant Purchase Agreements, dated May 21, 1998, between the registrant and each of Acorn Ventures-IS, LLC, Kellett Partners, LLP and John and Carolyn Cunningham. 10.8+ Form of Investor Rights Agreements, dated as of May 21, 1998, between the registrant and each of Acorn Ventures-IS, LLC, Kellett Partners, LLP and John and Carolyn Cunningham. 10.9+ Form of Co-Sale Agreements, dated as of May 21, 1998, among the registrant, Naveen Jain and each of Acorn Ventures-IS, LLC, Kellett Partners, LLP and John and Carolyn Cunningham. 10.10+ Form of Common Stock Warrant, dated May 21, 1998, between the registrant and each of Acorn Ventures-IS, LLC, Kellett Partners, LLP and John and Carolyn Cunningham. 10.11+ Common Stock Purchase Agreement, dated as of August 6, 1998, by and among the registrant and the investors named therein. 10.12+ Stockholder Rights Agreement, dated as of August 6, 1998, by and among the registrant and the investors named therein. 10.13+ Form of Amendment to Common Stock and Common Stock Warrant Purchase Agreements, dated August 6, 1998, between the Registrant and each of Acorn Ventures-IS, LLC, Kellett Partners, LLP and John and Carolyn Cunningham. 10.14+ License Agreement, dated July 28, 1998, between the registrant and American Business Information, Inc. (now known as infoUSA, Inc.). 10.15+ Amended and Restated Content Provider Agreement, made as of August 24, 1998, effective as of April 25, 1998, between the registrant and 800- U.S. Search.
Number Description ------ ----------- 10.16+ Letter Agreement with Bernee D. L. Strom, dated November 22, 1998. 10.17* Lease, dated February 2000, between the registrant and Three Bellevue Center, LLC. 10.18* Letter Agreement with Bernee D. L. Strom, dated December 15, 1999. 10.19* Letter Agreement with Naveen Jain, dated February 10, 2000. 23.1 Consent of Deloitte & Touche LLP, Independent Auditors. 24.1* Power of Attorney. 27.1* Financial Data Schedule.
- -------- + Incorporated by reference to the Registration Statement on Form S-1 (No. 333-62323) filed by the registrant on August 27, 1998, as amended. ++ Incorporated by reference to the Registration Statement on Form S-1 (No. 333-86313) filed by the registrant on September 1, 1999, as amended. +++ Incorporated by reference to the Registration Statement on Form S-8 (No. 333-81593) filed by the registrant on June 25, 1999. * Previously filed. (c) Exhibits. See Item 14 (a) above. SIGNATURES Pursuant to the requirements of Section 13 or 15(d), as amended, the registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Redmond, State of Washington, on the 28th of April, 2000. InfoSpace, Inc. /s/ Arun Sarin By: _________________________________ Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Amendment has been signed below by the following persons in the capacities indicated on the 28th day of April, 2000.
Signature Title --------- ----- /s/ Arun Sarin Chief Executive Officer and ____________________________________ Director (Principal Arun Sarin Executive Officer) /s/ Tammy D. Halstead Vice President, Acting Chief ____________________________________ Financial Officer and Chief Tammy D. Halstead Accounting Officer (Principal Financial and Accounting Officer) /s/ Naveen Jain* Chairman of the Board ____________________________________ Naveen Jain /s/ John E. Cunningham, IV* Director ____________________________________ John E. Cunningham, IV /s/ Peter L .S. Currie* Director ____________________________________ Peter L. S. Currie Director ____________________________________ Gary C. List /s/ Rufus W. Lumry III* Director ____________________________________ Rufus W. Lumry III Chief Operating Officer, ____________________________________ President of Merchant Ashok Narasimhan Services and Director
Signature Title --------- ----- /s/ Carl Stork* Director ____________________________________ Carl Stork /s/ David C. House* Director ____________________________________ David C. House /s/ Ellen B. Alben *By: _________________________________ Ellen B. Alben Attorney-in-Fact
INDEX TO EXHIBITS
Number Description ------ ----------- 3.1+ Restated Certificate of Incorporation of the registrant. 3.2+ Restated Bylaws of the registrant. 4.1++ Form of Certificate of the Powers, Designations, Preferences and Rights of Series A Preferred Stock. 10.1+ Form of Indemnification Agreement between the registrant and each of its Directors and Executive Officers. 10.2+++ Restated 1996 Flexible Stock Incentive Plan and Terms of Stock Option Grant Program for Nonemployee Directors under the Restated 1996 Flexible Stock Incentive Plan. 10.3+ 1998 Employee Stock Purchase Plan 10.4+ Lease, dated May 14, 1998, between the registrant and TIAA Realty, Inc. 10.5+ Registration Rights Agreement, dated May 1, 1997, among the registrant, John E. Richards, Peter S. Richards, John Enger and Alexander Hutton Capital L.L.C., as subsequently amended by Agreement dated as of January 2, 1998, among the registrant, John E. Richards, Peter S. Richards, John Enger and Alexander Hutton Capital L.L.C. 10.6+ Agreement, dated January 2, 1998, among the registrant, John E. Richards, Peter S. Richards, John Enger and Alexander Hutton Capital, L.L.C. 10.7+ Form of Common Stock and Common Stock Warrant Purchase Agreements, dated May 21, 1998, between the registrant and each of Acorn Ventures-IS, LLC, Kellett Partners, LLP and John and Carolyn Cunningham. 10.8+ Form of Investor Rights Agreements, dated as of May 21, 1998, between the registrant and each of Acorn Ventures-IS, LLC, Kellett Partners, LLP and John and Carolyn Cunningham. 10.9+ Form of Co-Sale Agreements, dated as of May 21, 1998, among the registrant, Naveen Jain and each of Acorn Ventures-IS, LLC, Kellett Partners, LLP and John and Carolyn Cunningham. 10.10+ Form of Common Stock Warrant, dated May 21, 1998, between the registrant and each of Acorn Ventures-IS, LLC, Kellett Partners, LLP and John and Carolyn Cunningham. 10.11+ Common Stock Purchase Agreement, dated as of August 6, 1998, by and among the registrant and the investors named therein. 10.12+ Stockholder Rights Agreement, dated as of August 6, 1998, by and among the registrant and the investors named therein. 10.13+ Form of Amendment to Common Stock and Common Stock Warrant Purchase Agreements, dated August 6, 1998, between the Registrant and each of Acorn Ventures-IS, LLC, Kellett Partners, LLP and John and Carolyn Cunningham. 10.14+ License Agreement, dated July 28, 1998, between the registrant and American Business Information, Inc. (now known as infoUSA, Inc.). 10.15+ Amended and Restated Content Provider Agreement, made as of August 24, 1998, effective as of April 25, 1998, between the registrant and 800- U.S. Search. 10.16+ Letter Agreement with Bernee D. L. Strom, dated November 22, 1998. 10.17* Lease, dated February 2000, between the registrant and Three Bellevue Center, LLC. 10.18* Letter Agreement with Bernee D. L. Strom, dated December 16, 1999. 10.19* Letter Agreement with Naveen Jain, dated February 10, 2000. 23.1 Consent of Deloitte & Touche LLP, Independent Auditors.
Number Description ------ ----------- 24.1* Power of Attorney. 27.1* Financial Data Schedule.
- -------- + Incorporated by reference to the Registration Statement on Form S-1 (No. 333-62323) filed by the registrant on August 27, 1998, as amended. ++ Incorporated by reference to the Registration Statement on Form S-1 (No. 333-86313) filed by the registrant on September 1, 1999, as amended. +++ Incorporated by reference to the Registration Statement on Form S-8 (No. 333-81593) filed by the registrant on June 25, 1999. * Previously filed. EX-23.1 2 CONSENT OF DELOITTE & TOUCHE LLP Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-69165, 333-81593 and 333-90815) and the Registration Statements on Form S-3 (Nos. 333-93167 and 333-94279) of our report dated March 10, 2000 on the consolidated financial statements of InfoSpace.com, Inc. included in its Annual Report on Form 10-K for the year ended December 31, 1999. /s/ Deloitte & Touche LLP Seattle, Washington March 29, 2000 -----END PRIVACY-ENHANCED MESSAGE-----