GO2NET INC files for common stock offer.
IFN Smart Edgar News - April 12, 1999 18:49
Excerpted from S-3 filed on 04/12 by GO2NET INC:
GO2NET INC files for common stock offer.
SUBJECT TO COMPLETION, DATED APRIL 12, 1999
717,390 SHARES
GO2NET, INC.
COMMON STOCK
This Prospectus relates to the public offering, which is not being
underwritten, of up to 717,390 shares of Common Stock, par value $0.01 per share
(the "Shares"), of Go2Net, Inc. The selling stockholders may offer their Go2Net
common stock through public or private transactions, on or off the United States
exchanges, at prevailing market prices, or at privately negotiated prices. We
will receive no part of the proceeds of these sales. All of the Shares being
offered were originally issued by us in connection with our acquisition of
Web21, a California corporation, by and through a merger of a wholly-owned
subsidiary of Go2Net, WTO Acquisition Corp., with and into Web21. The Shares
were issued pursuant to an exemption from the registration requirements of the
Securities Act of 1933, as amended, provided for in Section 4(2) thereunder. The
Shares are being registered by the Company pursuant to the Agreement and Plan of
Merger dated as of December 31, 1998 by and among Go2Net, WTO Acquisition Corp.
and certain shareholders of Web21.
Go2Net's common stock is listed on the Nasdaq National Stock Market
with the ticker symbol "GNET." On April 5, 1999, the closing price of one share
of Go2Net common stock on the Nasdaq National Stock Market was $129.5625 per
share.
SEE "RISK FACTORS"
BEGINNING ON PAGE 3 HEREOF.
THE DATE OF THIS PROSPECTUS IS __________, 1999
(End of Item Excerpt)
THE COMPANY
Go2Net, Inc. (http://www.go2net.com) offers through the World Wide Web
a network of branded, technology and community-driven Web sites focused on the
following categories: personal finance, search and directory, commerce, and
games. We also develop Web-related software. Our properties include: Silicon
Investor (http://www.siliconinvestor.com), the Web's premier financial
discussion site; StockSite (http://www.stocksite.com), which offers proprietary
articles, portfolio tracking tools, company research and news relating to
business and finance; MetaCrawler (http://www.metacrawler.com), a metasearch
service that combines various existing search/index guides into one service;
HyperMart (http://www.hypermart.net), the Web's leading provider of free
business hosting services; WebMarket (http://www.webmarket.com), a one-stop
comparison shopping service; PlaySite (http://www.playsite.com), a Java-based
multiplayer online games site; and 100hot (http://www.100hot.com), a directory
of the most popular sites on the Web in various categories.
We believe that the traffic and user demographics on our Web sites
provide an attractive platform for measurable, targeted, cost-effective and
interactive advertising on the Internet. Since our inception, the source of the
majority of our revenue has been derived from advertising sales. As of December
31, 1999, we had relationships with over 225 advertisers. In order to leverage
our marketing resources and to facilitate the distribution of some of our
services, we enter into strategic co-branding relationships.
(End of Item Excerpt)
USE OF PROCEEDS
All net proceeds from the sale of the Shares will go to the
stockholders who offer and sell their Shares. Accordingly, we will not receive
any proceeds from sales of the Shares.
SELLING STOCKHOLDERS
The shares listed below represent all of the shares that each selling
stockholder currently owns:
TABLE
CAPTION
(End of Item Excerpt)
(End of Item Excerpt)
SELLING STOCKHOLDERS
The shares listed below represent all of the shares that each selling
stockholder currently owns:
SHARES WHICH
SHARES BENEFICIALLY MAY BE SOLD SHARES
OWNED (1) PURSUANT TO BENEFICIALLY OWNED
PRIOR TO OFFERING THIS PROSPECTUS AFTER OFFERING (2)
SELLING STOCKHOLDER NUMBER PERCENT NUMBER PERCENT
Bert F. Fornaciari (3) 704,342 4.56% 658,842 __ *
Catapult Partners, Inc. 6,524 * 6,524 __ *
Graham Cameron 6,524 *
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