-----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, VWOu/YY2tl96HFaZ/f01iVBeeZHcQg+xKBj4wqQaLFPtLiGTIY/vcisAN27lhBU/ 8Fc6yh4wtLPmxsG0UCvCdA== /in/edgar/work/0001032210-00-002051/0001032210-00-002051.txt : 20001017 0001032210-00-002051.hdr.sgml : 20001017 ACCESSION NUMBER: 0001032210-00-002051 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20001012 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001016 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INFOSPACE INC CENTRAL INDEX KEY: 0001068875 STANDARD INDUSTRIAL CLASSIFICATION: [7374 ] IRS NUMBER: 911718107 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-25131 FILM NUMBER: 740896 BUSINESS ADDRESS: STREET 1: 601 108TH AVE NE STREET 2: SUITE 1200 CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 4258821602 FORMER COMPANY: FORMER CONFORMED NAME: INFOSPACE COM INC DATE OF NAME CHANGE: 19980824 8-K 1 0001.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 12, 2000 INFOSPACE, INC. ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Delaware ------------------------------------------------------ (State or other jurisdiction of incorporation) 000-25131 97-1718107 - --------------------- ---------------------------- (Commission File No.) (IRS Employer Identification Number) 601 108/th/ Avenue N.E., Suite 1200 Bellevue, Washington 98004 ---------------------------------------- (Address of principal executive offices) (425) 201-6100 ---------------------------------------------------- (Registrant's telephone number, including area code) Item 2. Acquisition. ----------- Pursuant to an Agreement and Plan of Reorganization dated as of July 26, 2000, by and among InfoSpace, Inc., a Delaware corporation ("InfoSpace"), Giants Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of InfoSpace ("Merger Sub"), and Go2Net, Inc., a Delaware corporation ("Go2Net"), and the related Certificate of Merger executed by Go2Net filed with the Secretary of State of the State of Delaware on October 12, 2000, Merger Sub merged with and into Go2Net, and Go2Net became a wholly-owned subsidiary of InfoSpace (the "Merger"). The Merger closed on October 12, 2000. As a result of the Merger, each outstanding share of Go2Net Common Stock was exchanged for 1.82 shares of InfoSpace Common Stock. No fractional shares will be issued and, in lieu thereof, the holders of any fractional shares will be paid cash equal to the fraction (after aggregating all fractional shares held by such holder) multiplied by $22.175. An aggregate of approximately 82,619,191 shares of common stock have been issued by InfoSpace in the Merger and options to purchase an aggregate of approximately 30,965,291 additional shares of Go2Net Common Stock have been assumed by InfoSpace in the Merger. The merger consideration was negotiated between the parties. Go2Net is a provider of Internet applications and infrastructure technologies for both narrowband and broadband devices. Go2Net offers applications and technologies in the categories of search and directory, small business and electronic commerce, personal finance and multi-player games. Go2Net also offers electronic commerce solutions to online merchants by providing payment authorization and other services to small and medium-sized businesses. InfoSpace's acquisition of Go2Net is intended by the parties to be a tax- free reorganization under Section 368(a) of the Internal Revenue Code. The parties intend to account for the acquisition as a pooling-of-interests. Item 7. Financial Statements and Exhibits. --------------------------------- (a) Financial Statements of Business Acquired. The Financial Statements of ----------------------------------------- Go2Net have been previously filed by Go2Net with the Securities and Exchange Commission on Go2Net's annual report on Form 10-K for the fiscal year ended September 30, 1999; Go2Net's quarterly reports on Form 10-Q for the quarters ended December 31, 1999, March 31, 2000 and June 30, 2000; and Go2Net's registration statement on Form S-3 filed with the Securities and Exchange Commission on April 27, 2000. These financial statements have been omitted from this Form 8-K pursuant to General Instruction B.3 of Form 8-K. (b) Pro Forma Financial Information. Unaudited pro forma combined ------------------------------- condensed financial statements that present the pro forma combined condensed financial position and results of operations of InfoSpace and Go2Net as of and for the six months period ended June 30, 2000 and June 30, 1999, and for the 1999, 1998 and 1997 fiscal years, are included in InfoSpace's Registration -2- Statement on Form S-4 (File No. 333-43994), as declared effective on September 8, 2000, and have been omitted pursuant to General Instruction B.3 of Form 8-K. (c) Exhibits. 2.1 Agreement and Plan of Reorganization dated as of July 26, 2000 by and among InfoSpace, Inc., Giants Acquisition Corp. and Go2Net, Inc. (the "Merger Agreement"). This exhibit is incorporated by reference to Annex A filed with InfoSpace's Registration Statement on Form S-4 (File No. 333-43994), as declared effective on September 8, 2000. The disclosure schedules of InfoSpace and Go2Net and the form of Acknowledgement Agreement, each delivered pursuant to the Merger Agreement, have been omitted in accordance with Item 601(b)(2) of Regulation S-K. InfoSpace agrees to supplementally furnish copies of such items to the Securities and Exchange Commission upon request. 2.2 Certificate of Merger merging Giants Acquisition Corp. with and into Go2Net, Inc. 99.1 Press Release of InfoSpace, Inc., dated October 12, 2000. ___________________ -3- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. InfoSpace, Inc. Dated: October 12, 2000 By: /s/ Arun Sarin ------------------------------- Arun Sarin, Vice Chairman and Chief Executive Officer -4- EX-2.2 2 0002.txt CERTIFICATE OF MERGER Exhibit 2.2 CERTIFICATE OF MERGER MERGING GIANTS ACQUISITION CORP., A DELAWARE CORPORATION WITH AND INTO GO2NET, INC., A DELAWARE CORPORATION __________________ Pursuant to Section 251 of the General Corporation Law of the State of Delaware, Go2Net, Inc., a Delaware corporation ("Go2Net"), does hereby certify as follows: FIRST: That each of the constituent corporations, Go2Net and Giants Acquisition Corp. ("Sub"), is a corporation duly organized and existing under the laws of the State of Delaware. SECOND: That the Agreement and Plan of Reorganization (the "Reorganization Agreement") dated July 26, 2000, among InfoSpace, Inc., a Delaware corporation, Sub and Go2Net, setting forth the terms and conditions of the merger of Sub with and into Go2Net (the "Merger"), has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with Section 251 of the Delaware General Corporation Law. THIRD: That the name of the surviving corporation in the Merger (the "Surviving Corporation") shall be Go2Net, Inc. FOURTH: That the Amended and Restated Certificate of Incorporation of the Surviving Corporation is amended to read in its entirety as set forth in Exhibit ------- A hereto. - - FIFTH: That an executed copy of the Reorganization Agreement is on file at the principal place of business of the Surviving Corporation at the following address: Go2Net, Inc. Pier 70, 2801 Alaskan Way Suite 200 Seattle, Washington 98121 SIXTH: That an executed copy of the Reorganization Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of either constituent corporation. SEVENTH: That the Merger shall become effective upon the filing of this Certificate of Merger with the Secretary of State of the State of Delaware. IN WITNESS WHEREOF, Go2Net has caused this Certificate of Merger to be executed by its duly authorized officer as of the 12th day of October, 2000. GO2NET, INC. By: /s/ Russell C. Horowitz ------------------------------------ Russell C. Horowitz Chairman and Chief Executive Officer -2- EXHIBIT A --------- AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GO2NET, INC. ARTICLE 1. The name of the corporation is Go2Net, Inc. (the "Corporation"). ARTICLE 2. The address of the Corporation's registered office in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company. ARTICLE 3. The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. ARTICLE 4. This Corporation is authorized to issue one class of shares to be designated "Common Stock." The total number of shares of Common Stock this Corporation shall have authority to issue is One Hundred (100) shares, with a par value of $0.001 per share. ARTICLE 5. The Corporation shall have a perpetual existence. ARTICLE 6. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter, amend or repeal the Bylaws of the Corporation ARTICLE 7. The number of directors which constitute the whole Board of Directors of the Corporation shall be determined in the manner specified in the Bylaws of the Corporation. ARTICLE 8. Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation. ARTICLE 9. To the fullest extent permitted by the Delaware General Corporation Law, or any other applicable law, as the same exists or may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for any action taken, or any failure to take any action, as a director. The Corporation shall indemnify to the fullest extent permitted by the Delaware General Corporation Law, or any other applicable law, as the same exists or may hereafter be amended, any person made or threatened to be made a party to an action or proceeding, whether criminal, -2- civil, administrative or investigate, by reason of the fact that he or she or his testator or intestate is or was a director or officer of the Corporation or any predecessor of the Corporation or serves or served any other enterprise as a director, officer, employee or agent at the request of the Corporation or any predecessor to the Corporation Neither any amendment nor repeal of this Article, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article, shall eliminate or reduce the effect of this Article in respect of any matter occurring, or any cause of action, suit or claim accruing or arising or that, but for this Article, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision. ARTICLE 10 Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide. ARTICLE 11 The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. ARTICLE 12 To the fullest extent permitted by applicable law, the Corporation is authorized to provide indemnification of (and advancement of expenses to) directors, officers, employees and other agents of the Corporation (and any other persons to which Delaware law permits the Corporation to provide indemnification), through Bylaw provisions, agreements with any such director, officer, employee or other agent or other person, vote of stockholders or disinterested directors, or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the Delaware General Corporation Law, subject only to limits created by applicable Delaware law (statutory or nonstatutory), with respect to actions for breach of duty to a corporation, its stockholders and others. Any repeal or modification of any of the foregoing provisions of this Article 12, by amendment of this Article 12 or by operation of law, shall not adversely affect any right or protection of a director, officer, employee or other agent or other person existing at the time of, or increase the liability of any director of the Corporation with respect to any acts or omissions of such director, officer or agent occurring prior to such repeal or modification. -3- EX-99.1 3 0003.txt PRESS RELEASE OF INFOSPACE, INC. EXHIBIT 99.1 For More Information: - --------------------- Mark S. Peterson Vice President of Public Relations InfoSpace, Inc. 206-357-4000 mark@go2net.com - --------------- Dino Christofilis Senior Vice President of Investor Relations InfoSpace, Inc. 206-357-4000 dino@go2net.com - --------------- InfoSpace and Go2Net Complete Merger, Creating Global Infrastructure Technology Powerhouse BELLEVUE, WA --October 12, 2000 - InfoSpace, Inc. (Nasdaq: INSP), a leading global provider of cross-platform merchant and consumer infrastructure services on wireless and other platforms, and Go2Net, Inc. (Nasdaq: GNET), one of the Internet's leading providers of applications and technology infrastructure for both narrowband and broadband devices, today announced the completion of their merger. Shareholders of both companies today formally approved the merger agreement, which was initially announced on July 26, 2000. The merger takes effect immediately, creating the Internet's leader in wireless and broadband infrastructure technologies, positioned to deliver an integrated platform of infrastructure services and applications for today's rapidly converging media, including PCs, TVs, PDAs, pagers, cellular phones and other Internet appliances. The new company assumes the InfoSpace, Inc. name, and is structured into four areas of focus: Wireless; Consumer; Merchant; and Broadband. Under the merger agreement, InfoSpace will issue 1.82 shares of its common stock for each outstanding share of and option to purchase Go2Net common stock, and the combined company will trade as InfoSpace (Nasdaq: INSP). "We are very excited about completing our merger with Go2Net," said Arun Sarin, CEO of InfoSpace. "Not only are we marrying technologies and partnerships that will create the most robust, integrated platform of services in the industry, but we are also bringing together a world-class management team, which will accelerate the pace of our technology development and global distribution plans. By combining forces, we are in position to deliver additional premium services and infrastructure technologies to our considerable base of existing partners, while opening significant new opportunities with additional organizations." "This merger combines two companies with unusually strong and complementary visions, massive distribution, highly scalable business models, and substantial revenues - all of which positions us exceptionally well for immediate and long- term leadership," said Russell C. Horowitz, president of InfoSpace. "InfoSpace is now strategically positioned like never before to fully leverage the tremendous opportunities that exist in wireless, consumer services, merchant services, and broadband." Executive management team introduced Arun Sarin continues as CEO, in addition to heading the company's wireless services. Russell C. Horowitz is now president of InfoSpace, and will direct the company's business operations and oversee the four business areas of focus. Naveen Jain will remain chairman and chief strategist, focusing on InfoSpace's strategic direction and emerging markets. John Keister, Go2Net president and co-founder, will serve as InfoSpace's executive vice president of consumer services. InfoSpace veteran Chris Matty will serve as InfoSpace's executive vice president of merchant services, while Michael Riccio, Go2Net chief operating officer, will assume the role of InfoSpace's executive vice president of broadband services. About InfoSpace, Inc. InfoSpace, Inc. is a leading infrastructure services company, delivering an end- to-end integrated platform of applications and technologies for today's rapidly converging media platforms 2 including narrowband and broadband PCs, TVs, PDAs, pagers, cellular phones and other Web appliances. InfoSpace's affiliates include a network of wireless and other non-PC devices including PCs, cellular phones, pagers, screen telephones, television set-top boxes, online kiosks, and personal digital assistants. These include relationships with AT&T Wireless, Intel, Ericsson, Nokia, Mitsui and Acer America. InfoSpace's affiliate network also consists of more 3,100 Web sites that include AOL, Microsoft, Disney's GO Network, NBC's Snap, Lycos, DoubleClick and ABC LocalNet, among others. This release contains forward-looking statements relating to the development of the Company's products and services and future operating results that are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. The words "believe," "expect," "intend," "anticipate," variations of such words, and similar expressions identify forward-looking statements, but their absence does not mean that the statement is not forward-looking. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Factors that could affect the Company's actual results include the progress and costs of the development of our products and services and the timing of market acceptance of those products and services. A more detailed description of certain factors that could affect actual results include, but are not limited to, those discussed in InfoSpace's Annual Report on Form 10-K, in the section entitled "Factors Affecting InfoSpace's Operating Results, Business Prospects and Market Price of Stock Risk Factors." Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. InfoSpace undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date of this release or to reflect the occurrence of unanticipated events. ##### 3 -----END PRIVACY-ENHANCED MESSAGE-----