From the S3 filed today:
ACQUISITION OF COMMON STOCK BY SELLING SHAREHOLDERS
On December 31, 1997, the Company, Softbank, GeoCities and certain GeoCities
shareholders (the "GeoCities Shareholders") entered into a Stock Purchase
Agreement (the "Agreement") pursuant to which each of the Company and Softbank
agreed to acquire from GeoCities and the GeoCities Shareholders certain shares
of GeoCities capital stock. In connection with the acquisition of such
securities, the Company has issued to GeoCities and the GeoCities Shareholders
an aggregate of 78,079 shares of the Company's Common Stock and Softbank has
initially transferred to GeoCities and the GeoCities Shareholders a total of
278,000 shares of the Company's Common Stock; and Softbank has agreed in
addition to pay a total of approximately $28.0 million to GeoCities and the
GeoCities Shareholders in cash or by delivery of shares of the Company's Common
Stock upon completion of the GeoCities Transaction. The actual number of Shares
that may be transferred by Softbank in lieu of cash would be determined upon
completion of the GeoCities Transaction (expected in late January 1998) based
upon the trading price of the Company's Common Stock during certain periods
preceding the date of the final closing of the GeoCities Transaction. Based upon
a price per Share of $64.00, which is the average of the high and low sale
prices of the Company's Common Stock reported on the Nasdaq National Market on
January 5, 1998, an aggregate of up to 722,984 Shares, including the initial
transfer, may be transferred by Softbank to GeoCities and the GeoCities
Shareholders upon the completion of the GeoCities Transaction. The Company
cannot predict the actual trading price of the Common Stock in any future
period, and therefore the actual number of Shares that may be transferred by
Softbank to GeoCities and the GeoCities Shareholders may be higher or lower than
the number stated herein. In connection with the Agreement, the Company agreed
to register the resale of all shares of the Company's Common Stock acquired by
GeoCities and the GeoCities Shareholders in the transaction.
19
SELLING SHAREHOLDERS
The following table sets forth certain information known to the Company with
respect to beneficial ownership of the Company's Common Stock as of January 7,
1998 by each Selling Shareholder, assuming for this purpose that Softbank pays
the entire remaining consideration for the GeoCities Transaction through shares
of the Company's Common Stock. Except as indicated, none of the Selling
Shareholders has held any position or office or had any other material
relationship with the Company or any of its affiliates within the past three
years other than as a result of the ownership of the Company's Common Stock. The
Company may amend or supplement this Prospectus from time to time to update the
disclosure set forth herein.
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED(1) PRIOR OWNED(1) AFTER
TO THE OFFERING SHARES OFFERED THE OFFERING(2)
--------------------- BY THIS -------------------
SELLING SHAREHOLDERS SHARES PERCENT PROSPECTUS SHARES
------------------------------ ---------- ------- -------------- -------------------
Bohnett, David C.............. 139,144 * 139,144 0
Chase Venture Capital
Associates, L.P.(3)......... 83,908 * 83,908 0
The fl@tiron Fund LLC(4)...... 10,534 * 10,534 0
GeoCities(5).................. 316,392 * 316,392 0
InnoCal, L.P.(6).............. 118,848 * 118,848 0
Intel Corporation............. 125,600 * 125,600 0
Venture Lending, a division of
Cupertino National Bank &
Trust....................... 6,636 * 6,636 0
SELLING SHAREHOLDERS PERCENT
------------------------------ -------
Bohnett, David C.............. *
Chase Venture Capital
Associates, L.P.(3)......... *
The fl@tiron Fund LLC(4)...... *
GeoCities(5).................. *
InnoCal, L.P.(6).............. *
Intel Corporation............. *
Venture Lending, a division of
Cupertino National Bank &
Trust....................... *
------------------------
* Less than one percent of the Company's outstanding Common Stock.
(1) The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Exchange Act, and the information is not
necessarily indicative of beneficial ownership for any other purpose. Under
such rule, beneficial ownership includes any shares as to which the
individual has sole or shared voting power or investment power and also any
shares which the individual has the right to acquire within 60 days of
January 7, 1998 through the exercise of any stock option or other right. In
the event that Softbank elects to deliver shares of Common Stock to
GeoCities and the GeoCities Shareholders, the actual total number of Shares
that may be transferred by Softbank would be determined upon completion of
the GeoCities Transaction (expected in late January 1998) based upon the
trading price of the Company's Common Stock during certain periods preceding
the date of the final closing of the GeoCities Transaction. Solely for the
purposes of presentation in the table above, the number of Shares to be
transferred to certain of the Selling Shareholders has been computed based
upon a price per Share of $64.00, which is the average of the high and low
sale prices of the Company's Common Stock reported on the Nasdaq National
Market on January 5, 1998. The Company cannot predict the actual trading
price of the Common Stock in any future period, and therefore the actual
number of Shares that may be transferred by Softbank to certain of the
Selling Shareholders may be higher or lower than the number presented above.
Unless otherwise indicated in the footnotes, each person has sole voting and
investment power (or shares such powers with his or her spouse) with respect
to the shares shown as beneficially owned.
(2) Assumes that each Selling Shareholder will sell all of the Shares set forth
above under "Shares Offered By This Prospectus." There can be no assurance
that the Selling Shareholders will sell all or any of the Shares offered
hereunder.
(3) Assumes the sale of 34,507 of these Shares by Chase Venture Capital
Associates, L.P. in lieu of Softbank. See footnote 1.
(4) Assumes the sale of 3,760 of these Shares by The fl@tiron Fund LLC in lieu
of Softbank. See footnote 1.
20
(5) Assumes the sale of 296,151 of these Shares by GeoCities in lieu of
Softbank. See footnote 1. GeoCities and the Company are parties to a
Codistribution Agreement dated as of December 31, 1997. The Company,
Softbank, an affiliate of the Company, and certain affiliates of Softbank
are shareholders of GeoCities. In addition, Softbank Corporation, an
affiliate of Softbank, has created a joint venture with GeoCities named
GeoCities Japan Corporation.
(6) Assumes the sale of 110,566 of these Shares by Innocal, L.P. in lieu of
Softbank. See footnote 1.
In lieu of the sale of up to 444,984 shares of the Company's Common Stock by
certain of the Selling Shareholders listed in the above table, Softbank may sell
directly up to an equal number of shares of the Company's Common Stock pursuant
to this Prospectus in order to fund Softbank's obligation to make cash payments
in the GeoCities Trnsaction. See "Acquisition of Common Stock by Selling
Shareholders." As of January 7, 1998, Softbank beneficially owned 13,914,842
shares of the Company's Common Stock, representing approximately 31.0% of the
Company's outstanding Common Stock. In the event that Softbank sells all of the
444,984 shares in lieu of certain Selling Shareholders, Softbank will
beneficially own 13,469,858 shares of the Company Common Stock after such sale,
representing approximately 30.0% of the Company's outstanding Common Stock. The
number of shares that may be sold by Softbank hereunder to fund cash payments in
the GeoCities Transaction may vary depending upon the trading price of the
Company's Common Stock. Softbank is a significant shareholder of the Company,
and Softbank and certain of its affiliates have entered into a number of
business agreements with the Company. See "Certain Transactions" in the
Company's definitive Proxy Statement dated March 25, 1997 and "Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Overview" in the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997, which information is incorporated herein by
reference. |
