<PAGE>
As filed with the Securities and Exchange Commission on February 17, 1999
Registration No. 333-67507
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8 POS
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
INFOSEEK CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 77-0494507
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(State of Incorporation) (I.R.S. Employer Identification No.)
1399 Moffett Park Drive
Sunnyvale, California 94089
(Address, including zip code, of Registrant's principal executive offices)
STARWAVE CORPORATION REVISED 1992 COMBINED INCENTIVE AND
NONQUALIFIED STOCK OPTION PLAN,
AMENDED AND RESTATED AS OF MARCH 7, 1995
STARWAVE CORPORATION
1997 NONQUALIFIED STOCK OPTION PLAN
(Full Title of the Plans)
Harry M. Motro
President and Chief Executive Officer
INFOSEEK CORPORATION
1399 Moffett Park Drive
Sunnyvale, California 94089
(408) 543-6000
(Name, address, and telephone number, including area code, of agent for service)
COPY TO:
Aaron J. Alter, Esq.
Adam R. Dolinko, Esq.
Elizabeth C. Hewitt, Esq.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to to be Offering Price Aggregate Registration
be Registered Registered(1) Per Share Offering Price Fee
<S> <C> <C> <C> <C>
Common Stock of the Company to be 921,357 $ 1.00 (2) $ 921,357.00 $ 257.00
issued upon exercise of options
granted under the Starwave
Corporation Revised 1992 Combined
Incentive and Nonqualified Stock
Option Plan, Amended and Restated
as of March 7, 1995 (the "1992 Plan")
Common Stock of the Company to be 1,283,960 $10.39 (2) $13,340,344.40 $3,709.00
issued upon exercise of options
granted under the Starwave
Corporation 1997 Nonqualified Stock
Option Plan (the "1997 Plan")
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(1) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable under the Plan being registered pursuant to this
Registration Statement by reason of any stock dividend, stock split,
recapitalization or any other similar transaction effected without the
receipt of consideration which results in an increase in the number of the
Registrant's outstanding shares of Common Stock.
(2) Computed in accordance with Rule 457(h) under the Securities Act solely for
the purpose of calculating the registration fee. Computation based on the
weighted average per share exercise price (rounded to the nearest cent) of
outstanding options under the Plan, the underlying shares of which are
registered hereby.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Incorporation of Previous Registration Statement.
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Pursuant to General Instruction E of Form S-8, there is hereby incorporated
by reference into this Post-Effective Amendment No. 1 to the Registration
Statement on Form S-8 (the "Post-Effective Amendment") the Registration
Statement on Form S-8 previously filed by the Registrant with the Securities and
Exchange Commission ("SEC") on November 18, 1998, SEC File No. 333-67507. This
Post-Effective Amendment is filed solely to correct the number appearing in the
"Amount to be Registered" column in the Calculation of Registration Fee table
from 3,477,384 shares to 921,357 shares being registered in connection with the
Starwave Corporation Revised 1992 Combined Incentive and Nonqualified Stock
Option Plan, Amended and Restated as of March 7, 1995 (the "1992 Plan"), and to
provide a revised opinion of counsel with respect to the legality of the
securities being registered. As no additional securities are being registered
hereby, no registration fee is due at this time.
Item 8. Exhibits.
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Number Document
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4.1* Starwave Corporation Revised 1992 Combined Incentive and Nonqualified
Stock Option Plan, Amended and Restated as of March 7, 1995.
4.2* Starwave Corporation 1997 Nonqualified Stock Option Plan.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, with respect to the legality of the securities being
registered.
23.1 Consent of Counsel (contained in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP / Infoseek.
23.3 Consent of PricewaterhouseCoopers LLP / Starwave.
23.4 Consent of KPMG LLP / Starwave.
23.5 Consent of KPMG Peat Marwick LLP / Quando.
23.6 Consent of PricewaterhouseCoopers LLP / ABC News / Starwave Partners.
23.7 Consent of PricewaterhouseCoopers LLP / ESPN / Starwave Partners.
24.1 Power of Attorney (previously filed).
* Incorporated by reference from the Registrant's Registration Statement on
Form S-8 (Registration Statement No. 333-67507), declared effective by the
Securities and Exchange Commission on November 18, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Infoseek Corporation, 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
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale,
State of California, on February 17, 1999.
INFOSEEK CORPORATION
By: /s/ Harry M. Motro
--------------------------
Harry M. Motro
President and Chief Executive Officer
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.
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<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Harry M. Motro President, Chief Executive Officer February 17, 1999
- ------------------------------- (Principal Executive Officer) and
Harry M. Motro Director
/s/ Leslie E. Wright Sr. Vice President, Chief Operating Officer February 17, 1999
- ------------------------------- and Chief Financial Officer (Principal
Leslie E. Wright Accounting Officer)
* Chairman of the Board of Directors February 17, 1999
- -------------------------------
Steven T. Kirsch
* Director February 17, 1999
- -------------------------------
Matthew J. Stover
* Director February 17, 1999
- -------------------------------
John E. Zeisler
* Director February 17, 1999
- -------------------------------
L. William Krause
Director
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Steven M. Bornstein
Director
- -------------------------------
Robert A. Iger
Director
- -------------------------------
Jacob J. Winebaum
*By: /s/ Harry M. Motro Attorney-in-Fact February 17, 1999
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Harry M. Motro
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INDEX TO EXHIBITS
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Exhibit
Number Description
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*4.1 Starwave Corporation Revised 1992 Combined Incentive and
Nonqualified Stock Option Plan, Amended and Restated as of March 7,
1995.
*4.2 Starwave Corporation 1997 Nonqualified Stock Option Plan.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, with respect to the legality of the securities being
registered.
23.1 Consent of Counsel (contained in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP / Infoseek.
23.3 Consent of PricewaterhouseCoopers LLP / Starwave.
23.4 Consent of KPMG LLP / Starwave.
23.5 Consent of KPMG Peat Marwick LLP / Quando.
23.6 Consent of PricewaterhouseCoopers LLP/ABC News/Starwave Partners.
23.7 Consent of PricewaterhouseCoopers LLP/ESPN/Starwave Partners.
24.1 Power of Attorney (previously filed).
* Incorporated by reference from the Registrant's Registration Statement on
Form S-8 (Registration Statement No. 333-67507), declared effective by the
Commission on November 18, 1998.
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Attachments (7)
| EX-5.1 — OPINION OF WILSON SONSINI GOODRICH & ROSATI |
inline |
| EX-23.2 — CONSENT OF ERNST & YOUNG LLP / INFOSEEK |
inline |
| EX-23.3 — CONSENT OF PRICEWATERHOUSECOOPERS LLP / STARWAVE |
inline |
| EX-23.4 — CONSENT OF KPMG LLP / STARWAVE |
inline |
| EX-23.5 — CONSENT OF KPMG PEAT MARWICK LLP / QUANDO |
inline |
| EX-23.6 — CONSENT OF PRICEWATERHOUSECOOPERS LLP/ABC NEWS/STARWAVE |
inline |
| EX-23.7 — CONSENT OF PRICEWATERHOUSECOOPERS LLP/ESPN/STARWAVE |
inline |
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