-----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, SQT6XVe2v7DoZNCv4SeN4LBIp8Ea0RQR3a32ADLL0zZNrP0lapjzkpyAKCXFXauX +FpqXe36SK8yPljz4bE65g== 0000914427-98-000161.txt : 19980721 0000914427-98-000161.hdr.sgml : 19980721 ACCESSION NUMBER: 0000914427-98-000161 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980720 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: LYCOS INC CENTRAL INDEX KEY: 0001007992 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 043277338 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-47679 FILM NUMBER: 98668679 BUSINESS ADDRESS: STREET 1: 400-2 TOTTEN POND ROAD CITY: WALTHAM STATE: MA ZIP: 02154 BUSINESS PHONE: 7813702700 MAIL ADDRESS: STREET 1: 400-2 TOTTEN POND ROAD CITY: WALTHAM STATE: MA ZIP: 02154 424B3 1 PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(b)(3) AND (c) FILE NUMBER 333-51591 PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JULY 20, 1998 722,672 SHARES LYCOS, INC. COMMON STOCK This Prospectus Supplement (the "Prospectus Supplement") supplements the Prospectus dated May 7, 1998 (the "Prospectus") of Lycos, Inc. ("Lycos" or the "Company") relating to the public offering, which is not being underwritten, and sale of up to 722,672 shares of Common Stock, par value $0.01 per share (the "Shares") of the Company, which may be offered and sold from time to time by certain stockholders of the Company or by pledgees, donees, transferees or other successors in interest that receive such shares as a gift, partnership distribution or other non-sale related transfer (the "Selling Stockholders"). The Company will receive no part of the proceeds of such sales. Of the Shares offered under the Prospectus, 722,672 Shares were originally issued or reserved for issuance by the Company in connection with the Company's acquisition of WiseWire Corporation, a Pennsylvania corporation, by and through a merger of a wholly-owned subsidiary of Lycos, Wise Acquisition Corporation, with and into WiseWire Corporation (the "Acquisition"). The "Selling Stockholders" Section of the Prospectus is hereby supplemented to reflect the distribution of shares held in the name of Dennis Ciccone by the Ciccone-Leifeld Joint Venture, the Ciccone Joint Venture # 1 and the Ciccone Joint Venture #2 (together, the "Joint Ventures") of 15,562 Shares to joint venture partners after the date of the Prospectus. This Prospectus Supplement should be read in conjunction with the Prospectus, and is qualified by reference to the Prospectus except to the extent that the information herein contained supersedes the information contained in the Prospectus. Capitalized terms used in this Prospectus Supplement and not otherwise defined herein have the meanings specified in the Prospectus. THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JULY 20, 1998 SELLING STOCKHOLDERS Fifteen Thousand Five Hundred Sixty Two (15,562) of the Shares beneficially owned by the Joint Ventures and reflected in the Prospectus under the name Dennis Ciccone were distributed to the joint venture partners of the Joint Ventures on July 1, 1998. The table of Selling Stockholders in the Prospectus is hereby amended to reflect such distribution by the Joint Ventures and supplemented to specifically include the entities and individuals who received such distribution. The following table sets forth as of July 1, 1998, the number of Shares owned beneficially by Dennis Ciccone and the name of each of the entities and individuals who received Shares through the distribution by the Joint Ventures, and the number of shares of Common Stock that each such Selling Stockholder beneficially owns as of such date, the number of shares of Common Stock beneficially owned by each such Selling Stockholder that may be offered for sale from time to time by the Prospectus and this Prospectus Supplement, the number of shares of Common Stock to be beneficially owned by each such Selling Stockholder assuming the sale of all of the Shares offered by such Selling Stockholders and the percentage of the outstanding shares of the Company's Common Stock to be beneficially owned by each such Selling Stockholder after completion of the offering. Except as set forth in this Prospectus Supplement with respect to Dennis Ciccone and the distribution to the joint venture partners of the Joint Ventures, there is no change to the section entitled "Selling Stockholders" in the Prospectus. The Company may amend or supplement the Prospectus and this Prospectus Supplement from time to time to update the disclosure set forth therein and herein. SHARES SHARES WHICH MAY BENEFICIALLY SHARES BE SOLD PURSUANT OWNED AFTER BENEFICIALLY TO THE PROSPECTUS OFFERING(1)(2)(3) OWNED(1)(2) AND THIS PROSPECTUS SELLING STOCKHOLDER AS OF 6/30/98 SUPPLEMENT(2) NUMBER PERCENT Charles R. Burke 832 832 -- * Dennis Ciccone (4) 6,755 6,755 -- * Thomas J. Gillespie 832 832 -- * Hunter Associates, Inc. 224 224 -- * David W. Hunter 832 832 -- * Paul & Cynthia Liefeld 4,845 4,845 -- * Hugh A. McMaster, III 205 205 -- * Robert F. Shapiro 832 832 -- * Winfield S. Smathers IV 205 205 -- *
* Less than 1.0%. (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 the date of this Prospectus through the exercise of any stock option or other right. 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) Includes an aggregate of 82,437 shares of Common Stock beneficially owned by the Selling Stockholders that have been deposited in escrow pursuant to the Merger Agreement to secure the respective indemnification obligations of the Selling Stockholders thereunder (the "Escrowed Shares"). Each Selling Stockholder has deposited approximately 11.41% of his shares in the escrow. The Escrowed Shares will be released from escrow on April 30, 1999 only to the extent that no claims have been made against the Escrowed Shares. The Escrowed Shares may not be sold by the Selling Stockholders prior to April 30, 1999, except as otherwise provided in the Escrow Agreement. (3) Assumes that each Selling Stockholder will sell all of the Shares set forth above under "Shares Which May Be Sold Pursuant to This Prospectus". There can be no assurance that the Selling Stockholders will sell all or any of the Shares offered hereunder. (4) In connection with the Acquisition, Dennis Ciccone entered into an employment agreement with the Company pursuant to which he was employed as the Vice President of Mergers and Acquisitions of the Company. A portion of the shares of Common Stock held by him is subject to certain restrictions on transfer contained in the employment agreement with him. 321154-1
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