INFOSPACE INC rpts change in assets financial statements & exhibits.
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Excerpted from 8-K filed on 10/16 by INFOSPACE INC:
INFOSPACE INC rpts change in assets, financial statements & exhibits.
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.
(End of item excerpt.)
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
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.
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INFOSPACE INC - INSP
Price 22 3/8
Net Change +3 3/16
Volume (000) 10380
Day High 23 3/8
Day Low 19 3/4
as of
10/17/00 00:17 AM EDT |
