-----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, RA73fu6EITgMaisBLg5TjMx3hV8SBZQ8PoW/7FiNIhQ6zagiz4BsLPoKjymoheBb iIiM7q+9sdWTzFjQ+a19kw== 0000891618-97-001609.txt : 19970404 0000891618-97-001609.hdr.sgml : 19970404 ACCESSION NUMBER: 0000891618-97-001609 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970403 EFFECTIVENESS DATE: 19970403 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: INFOSEEK CORP CENTRAL INDEX KEY: 0000920729 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770353450 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-24471 FILM NUMBER: 97574271 BUSINESS ADDRESS: STREET 1: 2620 AUGUSTINE DR STREET 2: SUITE 250 CITY: SANTA CLARA STATE: CA ZIP: 95054 MAIL ADDRESS: STREET 1: 2620 AUGUSTINE DR SUITE 250 STREET 2: 2620 AUGUSTINE DR SUITE 250 CITY: SANTA CLARA STATE: CA ZIP: 95054 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on April 3, 1997 Registration No. ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________________ INFOSEEK CORPORATION _________________________ (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) _________________________ CALIFORNIA 77-0353450 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 2620 AUGUSTINE DRIVE, SUITE 250 SANTA CLARA, CALIFORNIA 95054 (ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES) 1996 STOCK OPTION/STOCK ISSUANCE PLAN (FULL TITLE OF THE PLANS) ROBERT E. L. JOHNSON, III PRESIDENT AND CHIEF EXECUTIVE OFFICER INFOSEEK CORPORATION 2620 AUGUSTINE DRIVE, SUITE 250 SANTA CLARA, CALIFORNIA 95054 (408) 567-2700 (NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) Copy to: DAVID J. SEGRE, ESQ. WILSON SONSINI GOODRICH & ROSATI PROFESSIONAL CORPORATION 650 PAGE MILL ROAD PALO ALTO, CA 94304-1050 (415) 493-9300 CALCULATION OF REGISTRATION FEE
=================================================================================================================================== PROPOSED PROPOSED MAXIMUM MAXIMUM AMOUNT OFFERING AGGREGATE AMOUNT OF TITLE OF SECURITIES TO TO BE PRICE OFFERING REGISTRATION BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE(2) - ---------------------------------------------------------------------------------------------------------------------------------- Common Stock, to be issued under 1996 Stock Option/Stock Issuance Plan 1,600,000 $6.625(2) $10,600,000 $3,213.00 - ---------------------------------------------------------------------------------------------------------------------------------- Total 1,600,000 $6.625(2) $10,600,000 $3,213.00 ==================================================================================================================================
(1) Pursuant to Rule 429 under the Securities Act of 1933, as amended, the prospectus relating hereto also relates to shares registered under Form S-8 Registration Statement No. 333-05941. (2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and (h), on the basis of the average of the high and low prices of the Common Stock as reported in the Nasdaq National Market System on April 1, 1997. 2 INFOSEEK CORPORATION REGISTRATION STATEMENT ON FORM S-8 PART 2 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Registrant hereby incorporates by reference in this Registration Statement the contents of the Registrant's earlier Form S-8 Registration Statement (File No. 333-05941). The following additional Exhibits are hereby enclosed for filing:
Exhibit Number Description ------------------- ---------------------------------------------------------- 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, with respect to the securities being registered. 23.1 Consent of Ernst & Young LLP, independent auditors. 23.2 Consent of Counsel (contained in Exhibit 5.1). 24.1 Power of Attorney (See Page 3).
2 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant, Infoseek Corporation, a corporation organized and existing under the laws of the State of California, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, on this 18th day of March, 1997. INFOSEEK CORPORATION. By: /s/ Robert E. L. Johnson, III ---------------------------------- Robert E. L. Johnson, III President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Leonard J. LeBlanc his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 3 4 Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date - ---------------------------------- ------------------- ----------------------- /s/ Robert E. L. Johnson, III President and Chief Executive Officer March 18, 1997 --------------------------------- (Principal Executive Officer) Robert E. L. Johnson, III /s/ Leonard J. LeBlanc Executive Vice President, Finance, March 31, 1997 --------------------------------- Chief Financial Officer and Assistant Leonard J. LeBlanc Secretary (Principal Financial and Accounting Officer) /s/ Steven T. Kirsch Chairman of the Board and Director March 18, 1997 - ---------------------------------- Steven T. Kirsch /s/ H. DuBose Montgomery Director March 31, 1997 - --------------------------------- H. DuBose Montgomery /s/ Oliver D. Curme Director March 31, 1997 - --------------------------------- Oliver D. Curme /s/ John E. Zeisler Director March 19, 1997 - --------------------------------- John E. Zeisler /s/ Matthew J. Stover Director March 31, 1997 --------------------------------- Matthew J. Stover
4 5 INDEX TO EXHIBITS
Sequentially Exhibit Number Description Numbered Page - ----------------------------- --------------------------------------------------------- ------------------- 5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, Professional Corporation, with respect to the securities being registered. 23.1 Consent of Ernst & Young LLP, independent auditors. 23.2 Consent of Counsel (contained in Exhibit 5.1) 24.1 Power of Attorney (See Page 3)
5 EX-5.1 2 OPINION OF WILSON, SONSINI, GOODRICH & ROSATI 1 EXHIBIT 5.1 April 2, 1997 Infoseek Corporation 2620 Augustine Drive, Suite 250 Santa Clara, California 95054 RE: REGISTRATION STATEMENT ON FORM S-8 Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 (the "Registration Statement") to be filed by Infoseek Corporation, a California corporation (the "Registrant" or "you"), with the Securities and Exchange Commission on or about April 3, 1997 in connection with the registration under the Securities Act of 1933, as amended (the "1993 Act"), of an additional 1,600,000 shares of your Common Stock, no par value, reserved for issuance pursuant to the 1996 Stock Option/Stock Issuance Plan (the "Plan"), for an aggregate of 7,225,000 shares (the "Shares"). As your legal counsel, we have reviewed the actions proposed to be taken by you in connection with the proposed sale and issuance of the Shares by the Registrant under the Plans. It is our opinion that, upon completion of the actions being taken, or contemplated by us as your counsel to be taken by you prior to the issuance of the Shares pursuant to the Registration Statement and the Plan, and upon completion of the actions being taken in order to permit such transactions to be carried out in accordance with the securities laws of the various states where required, the Shares will be legally and validly issued, fully paid and nonassessable. We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any subsequent amendment thereto. Very truly yours, WILSON SONSINI GOODRICH & ROSATI Professional Corporation /s/ Wilson Sonsini Goodrich & Rosati EX-23.1 3 CONSENT OF ERNST & YOUNG, LLP 1 EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1996 Stock Option/Stock Issuance Plan of our reports dated January 28, 1997, except as to Note 12, as to which the date is March 31, 1997, with respect to the financial statements of Infoseek Corporation incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1996, and the related financial statement schedule included therein, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP /s/ Ernst & Young LLP San Jose, California March 31, 1997 -----END PRIVACY-ENHANCED MESSAGE-----