-----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, PLC3S6cHeBXm8BdHdY6dP/x2efF+7ITlJx4gUI1+PO6gG7oy9EX0bux4mJuRsdW5 NP4T5MBNNcBaQ6tgbBVNMQ== 0000891618-98-000204.txt : 19980126 0000891618-98-000204.hdr.sgml : 19980126 ACCESSION NUMBER: 0000891618-98-000204 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980123 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: 10-K/A SEC ACT: SEC FILE NUMBER: 001-11797 FILM NUMBER: 98511930 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 10-K/A 1 AMENDMENT #1 TO FORM 10-K DATED DECEMBER 31, 1997 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________________________ FORM 10-K/A (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, 1996 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 Number 1-11797 __________________________ 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 Number) 1399 Moffett Park Drive 94089 Sunnyvale, California 94089 ---------- ---------------------------------------- (zip code) (address of principal executive offices) Registrant's telephone number, including area code: (408) 543-6000 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Common Stock, $0.01 par value (Title of Class) ______________________________ 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 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. [ ] 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 . ----- ----- ================================================================================ 2 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (A) 1. FINANCIAL STATEMENTS Previously provided. 2. EXHIBITS
Exhibit No. Description ----------- ----------- 1.1* Underwriting Agreement filed with the Company's Initial Public Offering. 3.1* Amended and Restated Articles of Incorporation of the Registrant. 3.2* Bylaws of the Registrant, as amended. 4.1* Reference is made to Exhibits 3.1 and 3.2. 4.3* Third Amended and Restated Investors' Rights Agreement dated April 19, 1996 among the Registrant and the investors and founders named therein. 4.4* Warrant Agreement between the Registrant and Venture Lending and Leasing, Inc. dated as of October 7, 1995. 10.1* Infoseek Corporation Stock Option Plan, as amended on March 20, 1996, subject to qualification by the State of California. 10.2* Infoseek Corporation 1996 Stock Option/Stock Issuance Plan. 10.3* Infoseek Corporation Employee Stock Purchase Plan. 10.4* Form of Offer Letter among the Registrant and its officers. 10.5* Form of Indemnification Agreement entered into between the Registrant and its directors and officers. 10.6* Series A Preferred Stock Purchase Agreement dated February 25, 1994 among the Registrant and the investors named therein, as amended March 3, 1994. 10.7* Series A Preferred Stock Supplemental Purchase Agreement dated July 22, 1994 between the Registrant and the Applied Computing Systems Institute of Massachusetts, Inc. 10.8* Series B Preferred Stock Purchase Agreement dated June 30, 1994 among the Registrant and the investors named therein, as amended July 7, 1994. 10.9* Series C Preferred Stock Purchase Agreement dated May 4, 1995 among the Registrant and the investors named therein, as amended June 30, 1995.
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Exhibit No. Description ----------- ----------- 10.10* Third Amended and Restated Agreement regarding co-sale dated April 19, 1996 among the Registrant and the investors and founders named therein. 10.11* Third Amended and Restated Co-Sale Agreement dated April 19, 1996 among the founder and the investors named therein. 10.12* Amended and Restated Put Option Agreement dated May 4, 1995 among the Registrant and the investors named therein. 10.13* Founders Agreement dated February 1, 1994 among the Registrant and the founders named therein, as amended June 30, 1994. 10.14*+ Series E Preferred Stock Purchase Agreement dated March 29, 1996 among the Registrant and the investors named therein. 10.15* Stock Purchase Agreements dated January 24, 1996 between the Registrant and Robert E.L. Johnson III. 10.16* Employee Stock Purchase Agreement dated January 30, 1996 between the Registrant and Robert E.L. Johnson. III. 10.17* Employee Stock Purchase Agreement dated March 28, 1996 between the Registrant and Leonard J. LeBlanc. 10.18* Employee Stock Purchase Agreement dated March 9, 1996 between the Registrant and John Nauman. 10.19* Employee Stock Purchase Agreement dated March 9, 1996 between the Registrant and Craig Forman. 10.20* Lease Agreements dated December 13, 1993, November 7, 1995, January 8, 1996 and January 10, 1996 between the Registrant and Spieker Properties, L.P. 10.21++ Lease extension agreement dated September 11, 1996 and September 17, 1996 between Registrant and Spieker Properties, L.P. 10.22++ Lease agreement dated September 11, 1996 and September 17, 1996 between Registrant and Spieker Properties, L.P. 10.23* Standard Office Sublease dated May 30, 1995 between the Registrant and Innovative Information Systems, Inc. 10.24* Standard Form of Office Lease dated April 1996 between the Registrant and Richfield Investment Company. 10.25* Software Development and Licensing Master Agreement dated July 8, 1994, as amended on February 13, 1995 and April 24, 1995 between the Registrant and Applied Computing Systems Institute of Massachusetts, Inc.
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Exhibit No. Description ----------- ----------- 10.26* Software License Agreement between the Registrant and ADB Inc. dated December 22, 1995, as amended April 19, 1996. 10.27* Internet Services and Products Master Agreement dated May 22, 1995 between the Registrant and BBN Planet Corporation. 10.28*+ Internet Search Service Access Agreement dated August 23, 1995 between the Registrant and Microsoft Corporation, as amended on December 18, 1995. 10.29*+ Internet Search Service Access Agreement between the Registrant and NETCOM Online Communication Services, Inc. dated October 13, 1995, as amended on March 20, 1996. 10.30* Net Search Program -- Premier Provider Agreement between the Registrant and Netscape Communications Corporation dated March 22, 1996, as amended on that date. 10.31**# Premier Provider Services Agreement between Registrant and Netscape Communications Corporation dated March 17, 1997. 10.32*+ Software License and Distribution Agreement between the Registrant and Personal Library Software, Inc. dated June 17, 1994. 10.33*+ XSoft/Infoseek Software Distribution and License Agreement -- Lexicons, dated March 31, 1996 between the Registrant and XSoft, a division of XEROX Corporation. 10.34* Customer Support Program Agreement for Infoseek among the Registrant and SunService Corporation dated January 1, 1996. 10.35* Purchase Orders dated March 21, 1996, February 1, 1996, December 1, 1995, October 25, 1995, October 6, 1995 between the Registrant and Sun Microsystems, Inc. 10.36* Form Consulting Services Agreement among the Registrant and its consultants. 10.37*+ Letter of Agreement dated April 2, 1996 between the Registrant and HNC Software Inc. 10.38*+ Agreement in Principle dated March 21, 1996 between the Registrant and HNC Software Inc. 10.39* Joint Marketing Agreement dated effective April 15, 1996 between the Registrant and Sun Microsystems Inc.
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Exhibit No. Description ----------- ----------- 10.40*+ Online Service Agreement dated February 28, 1995 between the Registrant and Reuters NewMedia, Inc., as amended January 4, 1996 and April 19, 1996. 10.41**# Amendment No. 3 to Online Service Agreement between the Registrant and Reuters NewMedia, Inc., dated October 30, 1996. 10.42**# Fourth Amendment to the On-Line Directory Agreement between the Registrant and Reuters NewMedia, Inc., dated August 30, 1996. 10.43# Office lease dated March 4, 1997 between Registrant and Linnar Realty Corp. #8. 10.44*+ Infoseek/NYNEX Agreement between the Registrant and NYNEX Information Technologies Company, dated March 29, 1996. 10.45*+ Software License Agreement dated March 29, 1996 between the Registrant and NYNEX Information Technologies Company. 10.46** Amendment No. 1 to Infoseek/NYNEX Agreement between the Registrant and NYNEX Information Technologies Company, dated May 10, 1996. 10.47** Amendment No. 2 to Infoseek/NYNEX Agreement between the Registrant and NYNEX Information Technologies Company, dated February 19, 1997. 10.48*+ Agreement between the Registrant and Verity, Inc. dated March 31, 1996. 10.49* Cooperation Agreement between the Registrant and Quarterdeck Corporation dated April 2, 1996. 10.50* Infoseek Impressions Agreement -- Ad Exchange between the Registrant and FreeLoader, Inc. dated March 8, 1996. 10.51**# Amendment No. 1 to XSoft/Infoseek Software Distribution and License Agreement, between the Registrant and XSoft, a division of XEROX Corporation, dated December 16, 1996. 10.52** Amendment No. 2 to XSoft/Infoseek Software Distribution and License Agreement,between the Registrant and XSoft, a division of XEROX Corporation, dated December 16, 1996.
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Exhibit No. Description ----------- ----------- 10.53*+ Memorandum of Understanding between the Registrant and IDG Communications Inc. dated April 22, 1996. 10.54* Loan Agreements between the Registrant and Venture Lending & Leasing, Inc. dated October 5, 1995 and February 9, 1996 and related Notes (Note No. 42-002 dated March 28, 1996; Note No. 42-001 dated February 29, 1996; Note No. 27-002 dated November 30, 1995 and Note No. 27-001 dated October 11, 1995) between the Registrant and Venture Lending & Leasing, Inc. 10.55*+ License and Software Distribution Agreement between the Registrant and HNC Software Inc. dated April 25, 1996. 10.56*+ Amendment No. 3 to Software Development and Licensing Master Agreement between the Registrant and Applied Computing Systems Institute of Massachusetts, Inc. dated March 18, 1996. 10.57* First Amendment to Series A Preferred Stock Supplemental Purchase Agreement dated March 18, 1996 between the Registrant and the Applied Computing Systems Institute of Massachusetts, Inc. 10.58+# Software License Agreement dated May 8, 1996 between the Registrant and HNC Software Inc. 11.1# Computation of Earnings/(Loss) Per Share. 13.1# Portions of the Annual Report to Stockholders for the fiscal year ended December 31, 1996 expressly incorporated by reference herein. 23.1# Consent of Ernst & Young LLP, Independent Auditors. 24.1 Power of Attorney (see page 7). 27.1# Financial Data Schedule.
____________________________________________ * Incorporated by reference to the Company's Registration Statement Form S-1, as amended, (File No. 333-04142) declared effective June 11, 1996. ** Confidential treatment requested for certain portions of this exhibit. + Confidential treatment granted by order effective June 10, 1996. ++ Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996. # Previously provided. -5- 7 (B) REPORTS ON FORM 8-K Not Applicable. (C) EXHIBITS See Item 14(A)(2) above. -6- 8 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Leslie E. Wright, his attorney-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Report on Form 10-K/A, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and conforming all that said attorney-in-fact, or his substitute or substitutes, any do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1933, as amended, the Registrant has duly caused report to be signed on its behalf by the undersigned, thereunto duly authorized. INFOSEEK CORPORATION By: /s/Harry M. Motro Harry M. Motro President and Chief Executive Officer
SIGNATURE CAPACITY IN WHICH SIGNED DATE /s/Harry M. Motro President, Chief Executive Officer, and January 20, 1998 - ---------------------------- Director (Principal Executive Officer) Harry M. Motro /s/Leslie E. Wright Executive Vice President of Finance and January 20, 1998 - ---------------------------- Chief Financial Officer (Principal Leslie E. Wright Financial and Accounting Officer) /s/Steven T. Kirsch Director January 20, 1998 - ---------------------------- Steven T. Kirsch /s/L. William Krause Director January 20, 1998 - ---------------------------- L. William Krause /s/Matthew J. Stover Director January 16, 1998 - ---------------------------- Matthew J. Stover /s/John E. Zeisler Director January 20, 1998 - ---------------------------- John E. Zeisler
-7- 9 INDEX TO EXHIBITS
Exhibit Number Exhibits ------ -------- 1.1* Underwriting Agreement filed with the Company's Initial Public Offering. 3.1* Amended and Restated Articles of Incorporation of the Registrant. 3.2* Bylaws of the Registrant, as amended. 4.1* Reference is made to Exhibits 3.1 and 3.2. 4.3* Third Amended and Restated Investors' Rights Agreement dated April 19, 1996 among the Registrant and the investors and founders named therein. 4.4* Warrant Agreement between the Registrant and Venture Lending and Leasing, Inc. dated as of October 7, 1995. 10.1* Infoseek Corporation Stock Option Plan, as amended on March 20, 1996, subject to qualification by the State of California. 10.2* Infoseek Corporation 1996 Stock Option/Stock Issuance Plan. 10.3* Infoseek Corporation Employee Stock Purchase Plan. 10.4* Form of Offer Letter among the Registrant and its officers. 10.5* Form of Indemnification Agreement entered into between the Registrant and its directors and officers. 10.6* Series A Preferred Stock Purchase Agreement dated February 25, 1994 among the Registrant and the investors named therein, as amended March 3, 1994. 10.7* Series A Preferred Stock Supplemental Purchase Agreement dated July 22, 1994 between the Registrant and the Applied Computing Systems Institute of Massachusetts, Inc. 10.8* Series B Preferred Stock Purchase Agreement dated June 30, 1994 among the Registrant and the investors named therein, as amended July 7, 1994. 10.9* Series C Preferred Stock Purchase Agreement dated May 4, 1995 among the Registrant and the investors named therein, as amended June 30, 1995. 10.10* Third Amended and Restated Agreement regarding co-sale dated April 19, 1996 among the Registrant and the investors and founders named therein. 10.11* Third Amended and Restated Co-Sale Agreement dated April 19, 1996 among the founder and the investors named therein.
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Exhibit Number Exhibits ------ -------- 10.12* Amended and Restated Put Option Agreement dated May 4, 1995 among the Registrant and the investors named therein. 10.13* Founders Agreement dated February 1, 1994 among the Registrant and the founders named therein, as amended June 30, 1994. 10.14*+ Series E Preferred Stock Purchase Agreement dated March 29, 1996 among the Registrant and the investors named therein. 10.15* Stock Purchase Agreements dated January 24, 1996 between the Registrant and Robert E.L. Johnson III. 10.16* Employee Stock Purchase Agreement dated January 30, 1996 between the Registrant and Robert E.L. Johnson. III. 10.17* Employee Stock Purchase Agreement dated March 28, 1996 between the Registrant and Leonard J. LeBlanc. 10.18* Employee Stock Purchase Agreement dated March 9, 1996 between the Registrant and John Nauman. 10.19* Employee Stock Purchase Agreement dated March 9, 1996 between the Registrant and Craig Forman. 10.20* Lease Agreements dated December 13, 1993, November 7, 1995, January 8, 1996 and January 10, 1996 between the Registrant and Spieker Properties, L.P. 10.21++ Lease extension agreement dated September 11, 1996 and September 17, 1996 between Registrant and Spieker Properties, L.P. 10.22++ Lease agreement dated September 11, 1996 and September 17, 1996 between Registrant and Spieker Properties, L.P. 10.23* Standard Office Sublease dated May 30, 1995 between the Registrant and Innovative Information Systems, Inc. 10.24* Standard Form of Office Lease dated April 1996 between the Registrant and Richfield Investment Company. 10.25* Software Development and Licensing Master Agreement dated July 8, 1994, as amended on February 13, 1995 and April 24, 1995 between the Registrant and Applied Computing Systems Institute of Massachusetts, Inc. 10.26* Software License Agreement between the Registrant and ADB Inc. dated December 22, 1995, as amended April 19, 1996. 10.27* Internet Services and Products Master Agreement dated May 22, 1995 between the Registrant and BBN Planet Corporation.
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Exhibit Number Exhibits ------ -------- 10.28*+ Internet Search Service Access Agreement dated August 23, 1995 between the Registrant and Microsoft Corporation, as amended on December 18, 1995. 10.29*+ Internet Search Service Access Agreement between the Registrant and NETCOM Online Communication Services, Inc. dated October 13, 1995, as amended on March 20, 1996. 10.30* Net Search Program -- Premier Provider Agreement between the Registrant and Netscape Communications Corporation dated March 22, 1996, as amended on that date. 10.31**# Premier Provider Services Agreement between Registrant and Netscape Communications Corporation dated March 17, 1997. 10.32*+ Software License and Distribution Agreement between the Registrant and Personal Library Software, Inc. dated June 17, 1994. 10.33*+ XSoft/Infoseek Software Distribution and License Agreement -- Lexicons, dated March 31, 1996 between the Registrant and XSoft, a division of XEROX Corporation. 10.34* Customer Support Program Agreement for Infoseek among the Registrant and SunService Corporation dated January 1, 1996. 10.35* Purchase Orders dated March 21, 1996, February 1, 1996, December 1, 1995, October 25, 1995, October 6, 1995 between the Registrant and Sun Microsystems, Inc. 10.36* Form Consulting Services Agreement among the Registrant and its consultants. 10.37*+ Letter of Agreement dated April 2, 1996 between the Registrant and HNC Software Inc. 10.38*+ Agreement in Principle dated March 21, 1996 between the Registrant and HNC Software Inc. 10.39* Joint Marketing Agreement dated effective April 15, 1996 between the Registrant and Sun Microsystems Inc. 10.40*+ Online Service Agreement dated February 28, 1995 between the Registrant and Reuters NewMedia, Inc., as amended January 4, 1996 and April 19, 1996. 10.41**# Amendment No. 3 to Online Service Agreement between the Registrant and Reuters NewMedia, Inc., dated October 30, 1996.
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Exhibit Number Exhibits ------ -------- 10.42**# Fourth Amendment to the On-Line Directory Agreement between the Registrant and Reuters NewMedia, Inc., dated August 30, 1996. 10.43# Office lease dated March 4, 1997 between Registrant and Linnar Realty Corp. #8. 10.44*+ Infoseek/NYNEX Agreement between the Registrant and NYNEX Information Technologies Company, dated March 29, 1996. 10.45*+ Software License Agreement dated March 29, 1996 between the Registrant and NYNEX Information Technologies Company. 10.46** Amendment No. 1 to Infoseek/NYNEX Agreement between the Registrant and NYNEX Information Technologies Company, dated May 10, 1996. 10.47** Amendment No. 2 to Infoseek/NYNEX Agreement between the Registrant and NYNEX Information Technologies Company, dated February 19, 1997. 10.48*+ Agreement between the Registrant and Verity, Inc. dated March 31, 1996. 10.49* Cooperation Agreement between the Registrant and Quarterdeck Corporation dated April 2, 1996. 10.50* Infoseek Impressions Agreement -- Ad Exchange between the Registrant and FreeLoader, Inc. dated March 8, 1996. 10.51**# Amendment No. 1 to XSoft/Infoseek Software Distribution and License Agreement, between the Registrant and XSoft, a division of XEROX Corporation, dated December 16, 1996. 10.52** Amendment No. 2 to XSoft/Infoseek Software Distribution and License Agreement,between the Registrant and XSoft, a division of XEROX Corporation, dated December 16, 1996. 10.53*+ Memorandum of Understanding between the Registrant and IDG Communications Inc. dated April 22, 1996.
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Exhibit Number Exhibits ------ -------- 10.54* Loan Agreements between the Registrant and Venture Lending & Leasing, Inc. dated October 5, 1995 and February 9, 1996 and related Notes (Note No. 42-002 dated March 28, 1996; Note No. 42-001 dated February 29, 1996; Note No. 27-002 dated November 30, 1995 and Note No. 27-001 dated October 11, 1995) between the Registrant and Venture Lending & Leasing, Inc. 10.55*+ License and Software Distribution Agreement between the Registrant and HNC Software Inc. dated April 25, 1996. 10.56*+ Amendment No. 3 to Software Development and Licensing Master Agreement between the Registrant and Applied Computing Systems Institute of Massachusetts, Inc. dated March 18, 1996. 10.57* First Amendment to Series A Preferred Stock Supplemental Purchase Agreement dated March 18, 1996 between the Registrant and the Applied Computing Systems Institute of Massachusetts, Inc. 10.58+# Software License Agreement dated May 8, 1996 between the Registrant and HNC Software Inc. 11.1# Computation of Earnings/(Loss) Per Share. 13.1# Portions of the Annual Report to Stockholders for the fiscal year ended December 31, 1996 expressly incorporated by reference herein. 23.1# Consent of Ernst & Young LLP, Independent Auditors. 24.1 Power of Attorney (see page 7). 27.1# Financial Data Schedule.
____________________________________________ * Incorporated by reference to the Company's Registration Statement Form S-1, as amended, (File No. 333-04142) declared effective June 11, 1996. ** Confidential treatment requested for certain portions of this exhibit. + Confidential treatment granted by order effective June 10, 1996. ++ Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996. # Previously provided. -12- EX-10.46 2 AMENDMENT #1 TO INFOSEEK/NYNEX AGREEMENT 5/10/96 1 Exhibit 10.46 AMENDMENT NO. 1 TO INFOSEEK/NYNEX AGREEMENT The Infoseek/NYNEX Agreement ("Agreement") by and between InfoSeek Corporation, a corporation duly organized under the laws of California, with its principal place of business at 2620 Augustine Drive, #250, Santa Clara, California 95054, hereinafter referred to as "InfoSeek", and NYNEX Information Technologies Company, a corporation organized under the laws of the State of Delaware, with its principal place of business at 35 Village Road, Middleton, MA 09149, hereinafter referred to as "NYNEX", executed by InfoSeek and NYNEX on March 29, 1996 is hereby amended, as of May 10, 1996, by this Amendment No. 1. 1. The portion of Section 5 of the Agreement preceding the last paragraph thereof is hereby changed to read as follows: "In consideration of the services provided under this Agreement, NYNEX agrees to pay to Infoseek the following charges: [*] [*] [*] [*] For the purposes of this Section 5, "Q1/96" shall mean May 10, 1996 through August 9, 1996, "Q2/96" shall mean August 10, 1996 through November 9, 1996, "Q3/96" shall mean November 10, 1996 through February 9, 1997, and "Q1/97" shall mean February 10, 1997 through May 9, 1997. The payment of such charges will be made to Infoseek on a monthly basis in accordance with the following schedule: Payment #1 - [*] Payment #2 - [*] Payment #3 - [*] Payment #4 - [*] Payment #5 - [*] Payment #6 - [*] Payment #7 - [*] Payment #8 - [*] Payment #9 - [*] Payment #10 - [*] Payment #11 - [*] Payment #12 - [*] Total of above payments for the period from [*] equal to $4,600,000. * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 1 of 2 2 If during any quarter of this Agreement, the traffic level of the Service falls below a total of [*] (i.e. search pages, search results pages and browse pages delivered) resulting in the display of the Icon ("Information Requests"), then Infoseek will reimburse NYNEX as a percentage of the payments made by NYNEX to Infoseek for such quarter equivalent to the percentage decrease in the traffic level of the Service from [*] during such quarter (to be measured within 30 days following the end of each quarter). For example, if within 30 days following the end of calendar Q2/96 the Information Requests are measured at [*] for Q2/96 (i.e. a [*] benchmark), then Infoseek will reimburse to NYNEX [*] of the payments received from NYNEX attributable to Q2/96 [*] reimbursement). 2. The first sentence of Section 6 of the Agreement is hereby changed to read as follows: "This Agreement shall be effective on the date this Agreement becomes fully executed by the parties ("Effective Date") and shall continue in force for an initial term ending May 9, 1997." 3. Section A of Attachment I to the Agreement is hereby changed to read as follows: "Commencement Date of Icon Placement: May 10, 1996 unless otherwise agreed upon Commencement Date of Guide Icon Placement: May 10, 1996 unless otherwise agreed upon" The parties hereto agree that the terms and provisions of the Agreement as amended hereby shall remain in full force and effect. The effective date of this Amendment No. 1 shall be the date this Amendment No. 1 becomes fully executed by both parties. The parties have duly executed this Agreement as of the later of the two (2) dates set forth below. ACCEPTED FOR INFOSEEK CORPORATION ACCEPTED FOR NYNEX INFORMATION TECHNOLOGIES COMPANY By: /s/ Robert E.L. Johnson III By: /s/ Matthew J. Stover -------------------------------- -------------------------------- Authorized Signature Authorized Signature Print Name: Robert E.L. Johnson III Print Name: Matthew J. Stover ------------------------ ------------------------ Title: CEO & President Title: Chairman of the Board ----------------------------- ----------------------------- Date: June 12, 1996 Date: 14 May 1996 ------------------------------ ------------------------------ * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 2 of 2 EX-10.47 3 AMENDMENT #2 TO INFOSEEK/NYNEX AGREEMENT 2/19/97 1 Exhibit 10.47 AMENDMENT NO. 2 TO INFOSEEK/NYNEX AGREEMENT The Infoseek/NYNEX Agreement ("Agreement") by and between Infoseek Corporation, a corporation duly organized under the laws of California, with its principal place of business at 2620 Augustine Drive, Suite 250, Santa Clara, California 95054, hereinafter referred to as "Infoseek", and NYNEX Information Technologies Company, a corporation organized under the laws of the State of Delaware, with its principal place of business at 35 Village Road, Middleton, MA 01949, hereinafter referred to as "NYNEX", executed by Infoseek and NYNEX on March 29,1996, as amended by Amendment No. 1 thereto, is hereby further amended, as of February 19, 1997, by this Amendment No. 2. 1. Infoseek and NYNEX hereby agree to extend the term of the Agreement for a renewal term commencing on May 10, 1997 and ending on [ * ] ("Renewal Term"). NYNEX agrees that the outstanding credit of [ * ] applicable to [ * ] which would otherwise be payable to NYNEX by Infoseek pursuant to the reimbursement provisions of the next to last paragraph of Section 5, shall be null and void and not be due and payable. 2. Section 5 of the Agreement shall remain in full force and effect through the initial term of the Agreement. Thereafter, for the Renewal Term, Section 5 of the Agreement shall be changed to read as follows: "In consideration of the services provided during the Renewal Term under this Agreement, NYNEX agrees to pay to Infoseek the amount of One Million Four Hundred Twenty Thousand Dollars ($1,420,000). The payment of such amount will be made to Infoseek in accordance with the following schedule: Payment #1 - [ * ] [ * ] Payment #2 - [ * ] [ * ] Payment #3 - [ * ] [ * ] Payment #4 - [ * ] [ * ] Payment #5 - [ * ] [ * ] Payment #6 - [ * ] [ * ] Payment #7 - [ * ] [ * ] Payment #8 - [ * ] [ * ] Payment #9 - [ * ] [ * ] Payment #10 - [ * ] [ * ] Payment #11 [ * ] [ * ] Payment #12 [ * ] [ * ] Payment #13 [ * ] [ * ] Payment #14 [ * ] [ * ] ---------- TOTAL $1,420,000 ==========
Total payments for the Renewal Term = $1,420,000 * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Page 1 2 3. The last four paragraphs of Section 2 of the Agreement are hereby deleted in their entirety. Infoseek agrees that [ * ] on the Service, [ * ] therein on a mutually agreeable basis. The Service referred to in this Agreement is the U.S. version of the Infoseek search and directory service. [ * ] from the Service; provided, however, Infoseek reserves the right to include [ * ] in the event Infoseek reasonably determines in its discretion that the [ * ] meet acceptable standards. Infoseek agrees to notify NYNEX in advance of the [ * ]. Infoseek agrees to use commercially reasonable efforts to [ * ]. Infoseek agrees to review with NYNEX, prior to any [ * ] of the Service affecting the [ * ] (collectively known as "links"). A screen print of the existing Links positioning is attached hereto as a reference to the [ * ]. 4. In the event performance of the Links from the Service to [ * ] as a percentage of impressions of the Links, NYNEX and Infoseek agree to take appropriate escalation actions with respect to the Service with their respective management teams to [ * ]. 5. Infoseek agrees to provide a link from the Service to the NYNEX/Four11 E-mail directory service and to the NYNEX/Four11 residential white pages directory service. Infoseek may retain [ * ] percent [ * ] of all advertising and other revenues received by Infoseek in connections with the search pages on the Service for such NYNEX/Four11 services. NYNEX may retain [ * ] percent [ * ] of all advertising and other revenue received by NYNEX in connection with the results pages for such NYNEX Four11 services. The parties hereto agree that the terms and provisions of the Agreement, and Amendment No. 1 thereto, as further amended hereby, shall remain in full force and effect. The effective date of this Amendment No. 2 shall be the date this Amendment No. 2 becomes fully executed by both parties. The parties have duly executed this Amendment No. 2 as of the later of the two (2) dates set forth below. ACCEPTED FOR INFOSEEK CORPORATION ACCEPTED FOR NYNEX INFORMATION TECHNOLOGIES COMPANY By: /s/ Robert E. L. Johnson III By: /s/ William H. Wise ----------------------------- ------------------------------- Authorized Signature Authorized Signature Print Name: Robert E. L. Johnson III Print Name: William H. Wise ------------------------ ---------------------- Title: CEO & President Title: President and Chairman ----------------------------- --------------------------- Date: February 19, 1997 Date: 2/7/97 ------------------------------ ---------------------------- * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Page 2 EX-10.52 4 AMENDMENT #2 TO XSOFT/INFOSEEK AGREEMENT 12/16/96 1 Exhibit 10.52 AMENDMENT NO. 2 TO INFOSEEK/XSOFT SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT This Amendment, effective the 16th day of December, 1996 is by and between XSoft, A Unit of Xerox Corporation ("Xerox") and Infoseek Corporation ("Infoseek), and hereby amends the Agreement effective March 31, 1996 (the "Agreement") between the two companies. The parties hereto agree as follows: 1. Scope of Agreement The purpose of this Amendment is to: A. Amend the License Grant from Xerox to Infoseek to enable Infoseek to use, maintain, reproduce and distribute the English inflecting stemmer and Lexicon in its Intranet search product, Infoseek Enterprise ("Intranet"). B. Recognize and license the use of the English Noun Phrase Detection in Infoseek's Ultra Internet product and derivatives thereof, and in the new Intranet search product. C. Provide an option for Infoseek to license the use of the English Summarizer in Infoseek's Ultra Internet product and derivatives thereof, and in the new Intranet search product. D. Adjust the period terms for such additional license grants. E. Extend the term of the Agreement to five (5) years. F. Allow Infoseek access to Lexicons Source Code solely for porting the Lexicons to platforms not supported by Xerox. 2. Definitions Section I of the Agreement is amended to include the following. A. "LICENSED SOFTWARE" means the definition enumerated in paragraph 1.02 and Attachment I of the Agreement, as amended, and includes Infoseek's Intranet search product. B. "Lexicons" means the definition enumerated in paragraph 1.01 and Attachment I of the Agreement, as amended herein, and includes only the Xerox Inflectional Stemmer and Noun Phrase Detection modules in the English language. C. "Summarizer" is defined in Section 4, Attachment I - Specifications in this Amendment. D. "Sub-license" with respect to Intranet means the licensing of LICENSED SOFTWARE to end users via a limited use end-user software license no less restrictive than Infoseek requires for its own products. Such sub-licensing may be accomplished through Infoseek's direct sales organization, value added resellers (VARS) and agents, or through other third parties. Sub-license conveys no rights to Infoseek to license Lexicons, without the LICENSED SOFTWARE to third parties for any purpose, including as standalone component technology, or to provide services to third parties based on Lexicons without their inclusion in LICENSED SOFTWARE. E. "Lexicons Source Code" means the original set of instructions, owned or licensed by Xerox and including all of the text-based files used to build the resultant deliverables, expressed in a computer language that is one or more steps removed from the machine readable format of a given computer and from which run-time object code is compiled. Lexicons Source Code shall include all ports, modifications, improvements, enhancements, additions, derivative works, updates, releases and versions thereof, as the same may be renamed or succeeded. * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 1 12/30/96 2 3. License Grant Section III of the Agreement is amended to include the following: A. Infoseek is hereby granted a non-exclusive, worldwide license to market, use, maintain, reproduce, display and Sub-license the Lexicons and Summarizer (should Infoseek elect this option) in object code format, as defined above and as incorporated in the LICENSED SOFTWARE, and for which a royalty / periodic fee schedule is defined herein. B. [*]. C. The Lexicons Source Code, when or if provided by Xerox, [*]. Platform ports, exclusive of Licensee Software, produced by Licensee under this License, shall be considered derivatives of the Lexicons, owned by Xerox and licensed to Licensee hereunder as part of Lexicons. Licensee shall provide Xerox with a certified copy of the source and object code software, exclusive of Licensee Software, for each platform port incorporating the Lexicons which has or will be created by or on behalf of Licensee. D. Infoseek agrees that it will not make LICENSED SOFTWARE available as part of any [*] whose purpose is to encourage upgrades to software which does not include Lexicons. E. Infoseek may Sub-license LICENSED SOFTWARE to universities for academic and research purposes on the same terms and conditions as are included in Amendment No. 1, dated December 17, 1996. 4. Enhancements to Lexicons The last sentence of Paragraph 6.03 of the Agreement is herewith amended by adding to the end of the sentence the following: ......., except that Xerox will protect, [*] Agreement as amended herein, [*] which have been [*] shall not be applicable to any rules or other mechanisms which have already been [*], nor shall it prevent Xerox, in good faith, from making [*] once they have entered the public domain or when they have been suggested or requested, at later dates, by other Licensees or potential Licensees independent of any action by Xerox to encourage such suggestions or feedback. 5. Specifications, Delivery and Acceptance Section VII of the Agreement is amended to include the following: Xerox shall provide Licensee [*] to the extent necessary for Licensee to make modifications to permit use on additional platforms not supported by Xerox, subject to the terms and conditions for such use of [*] under paragraph 3.D. of this Amendment. 6. Assignment The second paragraph of section 16.01 is herewith amended to correspond to the term of the Agreement by the deletion of the words "three year" from the original sentence. * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 2 12/30/96 3 7. Attachment I - Specifications The following is added to the DEFINITIONS section of ATTACHMENT I - SPECIFICATIONS of the Agreement. "Summarizer" refers to software which automatically examines the content of a document in real-time to identify the document's key phrases and extract sentences to form an indicative summary, either by highlighting excerpts within a document or creating a bulleted list of the document's key phrases. The following is an addition to the Lexicons definition located in the DEFINITIONS section of Attachment I. "Noun Phrase Detector" refers to a compact data module encoding grammatical knowledge that enables the identification of noun phrases in tagged text for a single language. It is used in conjunction with the runtime libraries and API of the Lexicons. For purposes of this Amendment, Noun Phrase Detector becomes a part of Lexicons. Deliverables Schedule: Delivery of Lexicons and Summarizer shall be in accordance with the schedule which follows: Lexicons Release 2.0: Delivery accomplished in early December as an update release. Noun Phrase Detector: Included in Release 2.0 for evaluation purposes in anticipation of the execution of this Amendment. Summarizer: Included in Release 2.0 package for evaluation purposes. Would become the licensed product upon execution of this Amendment. All Deliverables shall be provided in Win 32/NT and Solaris 2.5. Xerox agrees to evaluate the provision of Lexicons on the Solaris X86 (Intel) and SGI Irix platforms and shall provide Infoseek with a schedule for such deliverables [*]. 8. Term of Agreement This Agreement shall be extended to five (5) years from the original effective date of March 31, 1996. Further, the [*] in Attachment II of the Agreement shall be [*] of this Amendment. 9. [*] Internet and Intranet Search Products A. [*] B. [*] * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 3 12/30/96 4 D. Maintenance - The parties agree that Infoseek shall receive Maintenance with respect to the Lexicons and Summarizer for the duration of this Agreement [*] As a part of Maintenance, Infoseek, for the life of this Agreement, shall receive updates to Lexicons and Summarizer, as they become available to all Licensees, [*]. Updates, for purposes of this Amendment, do not include new products made available for licensing by Xerox or versions of current licensed products deemed by Xerox to represent new products. E. [*] - The [*] with respect to the Internet search product, in each year of this amended Agreement shall [*] Attachment II of the original Agreement or in this Amendment. - The [*] due to XEROX from Infoseek's Internet and Intranet search products, [*] shall be: [*] [*] [*] [*] The Maximum Royalty condition in this Agreement with respect to [*]. - Should Infoseek license the [*] to XEROX from the Internet and Intranet search product shall be: [*] [*] [*] [*] F. Hypertext Link - Sub-section "Hypertext Link" of Attachment II of the Agreement is hereby amended as follows: 1) The present Hypertext link appearing on the Internet Search Results page shall continue in place [*] except that the wording shall be changed, at Xerox's request, to reflect the new Xerox company and Lexicons name. 2) Effective as soon as reasonably feasible, but no later than [*] the Xerox hypertext link and technology statement shall be moved into the Rotating Tips program provided by Infoseek on the Internet, at no charge. At the conclusion of [*] of this program (assumed for these purposes [*] * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 4 5 terminate Xerox's participation in the Rotating Tips program or desires to negotiate a change in the terms and conditions of the program. The Xerox link and reference shall receive no preferential treatment in the rotation, except that additional Xerox rotations may be added, by agreement of the parties, when the Xerox link appears too infrequently. Should Infoseek discontinue the Rotating Tips program, it will have no obligation to maintain the Xerox Hypertext link in this program or to move the Xerox link to another placement location within the Internet product. 3) Infoseek shall provide appropriate attribution for Xerox in its Internet and copyright page and shall provide a Hypertext link to Xerox from that location for the term of this Agreement, as amended. With respect to the Intranet product, Infoseek shall place the Xerox notice and Hypertext Link in the same place, manner and form as it places its own copyright attribution and Hypertext link. 4) [*] on the same terms as it shall make available to its other partners. G. Exclusivity - [*] 10. Other Terms and Conditions The terms of this Agreement, including this Amendment, shall be [*] except that: (a) Infoseek may determine whether it desires to [*]. (b) Xerox may [*]. Notwithstanding the foregoing, all other terms and conditions of the Software Distribution and License Agreement/Lexicons and of Amendment No. 1, dated 12/17/96, shall apply to both the Intranet and Internet products of Infoseek and shall remain in effect and, exclusive of the Exclusivity paragraph in Attachment II of the original Agreement, shall be extended to the new term of this Amendment. IN WITNESS WHEREOF, THE PARTIES have caused this Amendment No. 2 to be executed by their duly authorized representatives, effective as of the date first written above. INFOSEEK CORPORATION XEROX CORPORATION By /s/ ANDREW E. NEWTON By /s/ NATHAN RUBIN ---------------------------- ------------------------------ Name Andrew E. Newton Name Nathan Rubin --------------------------- ----------------------------- Title VP - General Counsel Title Director Business Development -------------------------- ---------------------------- Date 12/30/96 Date 12/30/96 --------------------------- ----------------------------- * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 5 -----END PRIVACY-ENHANCED MESSAGE-----