-----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, QcelOg1Zo+sZOWkGNB/Kfr6iOADYXPkp9goKl8P3N/yuDwZZ36+3bRbogj21buS9 5t8PihZCljOwPG6COXJKXw== 0001012870-99-003591.txt : 19991018 0001012870-99-003591.hdr.sgml : 19991018 ACCESSION NUMBER: 0001012870-99-003591 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991012 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INFOSEEK CORP /DE/ CENTRAL INDEX KEY: 0001071923 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770494507 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12G/A SEC ACT: SEC FILE NUMBER: 333-72535 FILM NUMBER: 99726647 BUSINESS ADDRESS: STREET 1: 1399 MOFFET PARK DR STREET 2: STE 250 CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 4085436000 MAIL ADDRESS: STREET 1: 1399 MOFFET PARK DR CITY: SUNNYVALE STATE: CA ZIP: 94089 8-A12G/A 1 POST-EFFECTIVE AMENDMENT #1 TO FORM 8-A12G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________ FORM 8-A/A POST-EFFECTIVE AMENDMENT NO. 1 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 INFOSEEK CORPORATION. -------------------------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 77-0494507 - --------------------------------------- ------------------------------- (State of incorporation or organization) (IRS Employer Identification No.) 1399 Moffett Park Drive Sunnyvale, CA 94089 (Address of principal executive offices) (Zip Code) ------------------------------- If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.[_] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.[_] Securities Act registration statement file number to which this form relates: ___________ (if applicable) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered ------------------- ------------------------------ None None Securities to be registered pursuant to Section 12(g) of the Act: Preferred Share Purchase Rights ------------------------------- (Title of Class) Item 1. Description of Securities to be Registered. On July 10, 1999, Infoseek Corporation, a Delaware corporation, ("Infoseek") entered into an Agreement and Plan of Reorganization dated July 10, 1999 by and among Infoseek, The Walt Disney Company, a Delaware corporation ("Disney"), and Bingo Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Disney (the "Reorganization Agreement.") The Reorganization Agreement and the transactions contemplated by the Reorganization Agreement are explained in detail in Infoseek's definitive proxy statement dated September 30, 1999 for a special meeting of stockholders to be held on November 17, 1999. On October 8, 1999 Infoseek and BankBoston, N.A., a national banking association (the "Rights Agent"), entered in to an amendment ("Amendment No. 1") to the Preferred Shares Rights Agreement dated October 2, 1998 (the "Rights Agreement") between Infoseek and the Rights Agent. Amendment No. 1 excludes Disney and any certain corporations controlled by Disney from the definition of "Acquiring Person" as a result of the execution, delivery or performance of the Reorganization Agreement by the parties thereto or the consummation of the transactions contemplated by the Reorganization Agreement. Amendment No. 1, which is attached hereto as Exhibit 1, is incorporated herein by reference. Item 2. Exhibits. 1. Amendment No. 1 to Rights Agreement SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. INFOSEEK CORPORATION Date: October 12, 1999 /s/ Harry M. Motro ---------------------------------- Harry M. Motro President and Chief Executive Officer Exhibit Exhibit No. ------- ------- 1. Amendment No. 1 to Rights Agreement EX-1 2 AMENDMENT #1 TO RIGHTS AGREEMENT Exhibit 1 FIRST AMENDMENT TO PREFERRED SHARES RIGHTS AGREEMENT FIRST AMENDMENT, dated as of October 8, 1999 to the Preferred Shares Rights Agreement dated October 2, 1998 between Infoseek Corporation, a Delaware corporation (the "Company") and BankBoston, N.A., a national banking association, as Rights Agent (the "Rights Agent") (the "Rights Agreement"). WITNESSETH WHEREAS, the Company and the Rights Agent have heretofore executed and entered into the Rights Agreement; WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company and the Rights Agent may from time to time supplement or amend the Rights Agreement in accordance with the provisions of Section 27 thereof; and WHEREAS, the Board of Directors of the Company has determined that it is in the best interest of the Company and its stockholders to amendment the Rights Agreement as provided herein. NOW THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, the Company and the Rights Agent agree as follows: 1. Amendment to Section 1(p). Subparagraph (p) in Section 1 of the Rights ------------------------- Agreement is hereby amended and restated in its entirety as follows: "Excluded Person" shall mean (i) the Company, any Subsidiary of the Company or any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares for or pursuant to the terms of any such plan; (ii) The Walt Disney Company, a Delaware corporation ("Disney"), and any Purchaser Controlled Corporation (as such term is defined in that certain Governance Agreement, dated as of June 18, 1998 (the "Governance Agreement"), by and among Disney, Disney Enterprises Inc., a Delaware corporation ("DEI"), and the Company, provided that, Disney or any such Purchaser Controlled Corporation is not in material breach of its obligations under Sections 2.1(a), 2.1(d), 2.1(e), 2.1(f) or 4.4 of the Governance Agreement entered into in connection with the several transactions contemplated by that certain Agreement and Plan of Reorganization, dated as of June 18, 1998 (the "Merger Agreement"), by and among the Company, Infoseek Corporation, a California corporation ("Infoseek-California"), Starwave Corporation, a Washington corporation, and DEI; or (iii) Disney and any Purchaser Controlled Corporation, as a result of the execution, delivery or performance by the parties thereto of that certain Agreement and Plan of Reorganization dated as of July 10, 1999 between Infoseek Corporation, Disney and Bingo Acquisition Corp., as the same may be amended from time to time, or the consummation of the transactions contemplated thereby pursuant to the terms thereof. 2. Effect of Amendment. Except as expressly amended hereby, the Rights ------------------- Agreement shall remain in full force and effect and unchanged. 3. Governing Law. This Amendment shall be deemed to be a contract made ------------- under the laws of all be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State. 4. Counterparts. This Agreement may be executed in any number of ------------ counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. [ Remainder of page intentionally left blank ] IN WITNESSS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written. "COMPANY" INFOSEEK CORPORATION By: /s/ Harry M. Motro -------------------------------- Name: Harry M. Motro Title: President and Chief Executive Officer "RIGHTS AGENT" BANKBOSTON, N.A. By: /s/ Joshua P. McGinn ------------------------------ Name: Joshua P. McGinn Title: Senior Account Manager -----END PRIVACY-ENHANCED MESSAGE-----