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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
(Rule 13e-4)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
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INFOSPACE, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
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Options to Purchase Common Stock, Par Value $0.0001 Per Share, Having
an Exercise Price of $10.00 or More Per Share
(Title of Class of Securities)
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45678T 10 2
(CUSIP Number of Class of Securities) (Underlying Common Stock)
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John M. Hall, Esq.
Senior Vice President and General Counsel
InfoSpace, Inc.
601 108/th/ Avenue, N.E., Suite 1200
Bellevue, Washington 98004
(425) 201-6100
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing person)
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Copies to:
Jeffrey D. Saper, Esq. Patrick J. Schultheis, Esq.
Jack Helfand, Esq. Drew G. Markham, Esq.
Wilson Sonsini Goodrich & Rosati Wilson Sonsini Goodrich & Rosati
Professional Corporation Professional Corporation
650 Page Mill Road 5300 Carillon Point
Palo Alto, California 94304 Kirkland, Washington 98033
(650) 493-9300 (425) 576-5800
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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$8,042,650 $1,608.53
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* Calculated solely for purposes of determining the filing fee. This amount
assumes that options to purchase 14,337,514 shares of common stock of
InfoSpace, Inc. having an aggregate value of $8,042,650 as of January 14,
2002 will be exchanged pursuant to this offer. The aggregate value of such
options was calculated based on the Black-Scholes option pricing model. The
amount of the filing fee, calculated in accordance with Rule 0-11(b) of the
Securities Exchange Act of 1934, as amended, equals 1/50th of one percent
of the value of the transaction.
[_] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: Not applicable. Filing Party: Not applicable.
Form or Registration No.: Not applicable. Date Filed: Not applicable.
[_] Check box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[_] third party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer. [_]
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Item 1. Summary Term Sheet.
The information set forth under the "Summary Term Sheet" section in the
Offer to Exchange, dated January 15, 2002, attached hereto as Exhibit (a)(1)
(the "Offer to Exchange"), is incorporated herein by reference.
Item 2. Subject Company Information.
(a) The name of the issuer is InfoSpace, Inc., a Delaware corporation (the
"Company"), and the address of its principal executive office is 601 108/th/
Avenue N.E., Suite 1200, Bellevue, Washington 98004, (425) 201-6100. The
information set forth in the Offer under the caption "The Offer--Information
Concerning InfoSpace" is incorporated herein by reference.
(b) This Tender Offer Statement on Schedule TO relates to an offer by the
Company to exchange options having an exercise price of $10.00 or more per
share (the "Eligible Options") to purchase shares of the Company's common
stock, par value $0.0001 per share, that are outstanding under the Company's
Restated 1996 Flexible Stock Incentive Plan (the "1996 Plan"), the Go2Net Inc.
1996 Stock Option Plan, the Go2Net Inc. 2000 Stock Option Plan, the Silicon
Investor, Inc. 1996 Stock Plan, the WEB 21 Stock Option Plan, the Authorize.Net
Corporation 1999 Stock Incentive Plan, the IQC Corporation Option to Purchase
Common Stock, the SaveSmart, Inc. 1997 Equity Incentive Plan, the Saraide.com
Inc. 1998 Equity Incentive Plan, the InfoSpace, Inc. and Saraide Inc. 2000
Stock Plan and the INEX Corporation Share Option Plan regardless of when
granted or whether vested or unvested and held by certain current full-time
(40 hours or more per week) United States based employees of the Company and
its U.S. subsidiaries for new options that will be granted under the 1996 Plan
(the "New Options"), upon the terms and subject to the conditions described in
the Offer to Exchange, the related memorandum from Naveen Jain dated January
15, 2002, attached hereto as Exhibit (a)(2), the Exchange Offer Summary
Statement attached hereto as Exhibit (a)(3), the Election Form attached hereto
as Exhibit (a)(4) and the Notice to Change Election From Accept to Reject
attached hereto as Exhibit (a)(5) (together, as they may be amended or
supplemented from time to time, the "Offer"). As of January 11, 2002, the total
number of shares of common stock underlying the Eligible Options is 14,270,676,
all of which are held by current employees eligible to participate in the
Offer.
The information set forth in the Offer to Exchange under the caption
"Summary Term Sheet," and the sections under the caption "The Offer" entitled
"Number of Options; Expiration Date," "Acceptance of Options for Exchange and
Issuance of new Options," "Source and Amount of Consideration" and "Terms of
New Options" is incorporated herein by reference.
(c) The information set forth in the Offer to Exchange under the caption
"The Offer--Price Range of Shares Underlying the Options" is incorporated
herein by reference.
Item 3. Identity and Background of Filing Person.
(a) The filing person is the issuer. The information set forth under Item
2(a) above is incorporated herein by reference.
Item 4. Terms of the Transaction.
(a) The information set forth in the Offer to Exchange under the caption
"Summary Term Sheet," and the sections under the caption "The Offer" entitled
"Eligibility," "Number of Options; Expiration Date," "Procedures for Tendering
Options," "Withdrawal Rights and Change of Election," "Acceptance of Options
for Exchange and Issuance of New Options," "Conditions of the Offer," "Source
and Amount of Consideration," "Effect of a Change of Control Prior to the
Granting of New Options," "Terms of New Options," "Price Range of Shares
Underlying the Options," "Status of Options Acquired by Us in the Offer;
Accounting Consequences of the Offer," "Legal Matters; Regulatory Approvals,"
"Material U.S. Federal Income Tax Consequences," and "Extension of Offer;
Termination; Amendment" is incorporated herein by reference.
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(b) The information set forth in the Offer to Exchange under the caption
"The Offer--Interests of Directors and Officers; Transactions and Arrangements
Concerning the Options" is incorporated herein by reference.
Item 5. Past Contacts, Transactions, Negotiations and Arrangements.
(e) The information set forth in the Offer to Exchange under the caption
"The Offer--Interests of Directors and Officers; Transactions and Arrangements
Concerning the Options" is incorporated by reference. The exhibits attached
hereto as Exhibits (d)(1) through (d)(12) contain information regarding the
subject securities.
Item 6. Purposes of the Transaction and Plans or Proposals.
(a) The information set forth in the Offer to Exchange under the caption
"The Offer--Purpose of the Offer" is incorporated herein by reference.
(b) The information set forth in the Offer to Exchange under the caption
"The Offer" entitled "Acceptance of Options for Exchange and Issuance of New
Options" and "Status of Options Acquired by Us in the Offer; Accounting
Consequences of the Offer" is incorporated herein by reference.
(c) The information set forth in the Offer to Exchange under the caption
"The Offer--Purpose of the Offer" is incorporated herein by reference.
Item 7. Source and Amount of Funds or Other Consideration.
(a) The information set forth in the Offer to Exchange under the caption
"The Offer" entitled "Source and Amount of Consideration" and "Terms of New
Options" is incorporated herein by reference.
(b) Not applicable.
(d) Not applicable.
Item 8. Interest in Securities of the Subject Company.
(a) The information set forth in the Offer to Exchange under the caption
"The Offer--Interests of Directors and Officers; Transactions and Arrangements
Concerning the Options" is incorporated herein by reference.
(b) The information set forth in the Offer to Exchange under the caption
"The Offer--Interests of Directors and Officers; Transactions and Arrangements
Concerning the Options" is incorporated herein by reference.
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Item 9. Person/Assets, Retained, Employed, Compensated or Used.
(a) Not applicable.
Item 10. Financial Statements.
(a) The information set forth in the Offer to Exchange under the caption
"The Offer" entitled "Information Concerning InfoSpace," "Financial
Information" and "Additional Information" is incorporated herein by reference.
(b) Not applicable.
Item 11. Additional Information.
(a) The information set forth in the Offer to Exchange under the caption
"The Offer" entitled "Interests of Directors and Officers; Transactions and
Arrangements Concerning the Options" and "Legal Matters; Regulatory Approvals"
is incorporated herein by reference.
(b) Not applicable.
Item 12. Exhibits.
(a) (1) Offer to Exchange, dated January 15, 2002.
(2) Memorandum from Naveen Jain to InfoSpace's Employees dated January 15, 2002.
(3) Form of Exchange Offer Summary Statement.
(4) Form of Election Form.
(5) Form of Notice to Change Election From Accept to Reject.
(6) Stock Option Exchange Offer; Frequently Asked Questions.
(7) Form of E-Mail Reminder to Employees.
(8) Form of Promise to Grant Stock Option.
(9) Power Point Presentation of Offer to Exchange.
(10) InfoSpace, Inc. Annual Report on Form 10-K for its fiscal year ended December 31, 2000, filed
with the Securities and Exchange Commission on April 2, 2001, and incorporated herein by
reference.
(11) InfoSpace, Inc. Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2001,
filed with the Securities and Exchange Commission on May 15, 2001, and incorporated herein
by reference.
(12) InfoSpace, Inc. Quarterly Report on Form 10-Q for its fiscal quarter ended June 30, 2001, filed
with the Securities and Exchange Commission on August 13, 2001, and incorporated herein by
reference.
(13) InfoSpace, Inc. Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2001,
filed with the Securities and Exchange Commission on November 9, 2001, and incorporated
herein by reference.
(b) Not applicable
(d) (1) Form of InfoSpace, Inc. Restated 1996 Flexible Stock Incentive Plan Nonqualified Stock Option
Letter Agreement.
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(2) InfoSpace, Inc. and Saraide Inc. 2000 Stock Plan, which is incorporated herein by reference to the
Registration Statement on Form S-1 (No. 333-93167) filed by the Company on July 12, 2000.
(3) Go2Net, Inc. 2000 Stock Option Plan, which is incorporated herein by reference to the Registration
Statement on Form S-8 (No. 333-47874) filed by the Company on October 13, 2000.
(4) Go2Net, Inc. 1996 Stock Option Plan, which is incorporated herein by reference to the Registration
Statement on Form S-8 (No. 333-47874) filed by the Company on October 13, 2000.
(5) Silicon Investor, Inc. 1996 Stock Plan, which is incorporated herein by reference to the
Registration Statement on Form S-8 (No. 333-47874) filed by the Company on October 13, 2000.
(6) WEB21 Stock Option Plan, which is incorporated herein by reference to the Registration Statement
on Form S-8 (No. 333-47874) filed by the Company on October 13, 2000.
(7) Authorize.Net Corporation 1999 Stock Incentive Plan, which is incorporated herein by reference to
the Registration Statement on Form S-8 (No. 333-47874) filed by the Company on October 13,
2000.
(8) IQC Corporation Option to Purchase Common Stock, which is incorporated herein by reference to
the Registration Statement on Form S-8 (No. 333-47874) filed by the Company on October 13,
2000.
(9) SaveSmart, Inc. 1997 Equity Incentive Plan, which is incorporated herein by reference to the
Registration Statement on Form S-8 (No. 333-37252) filed by the Company on May 17, 2000.
(10) Saraide.com Inc. 1998 Equity Incentive Plan, which is incorporated herein by reference to the
Registration Statement on Form S-8 (No. 333-37252) filed by the Company on May 17, 2000.
(11) INEX Corporation Share Option Plan, which is incorporated herein by reference to the Registration
Statement on Form S-8 (No. 333-90815) filed by the Company on November 12, 1999.
(12) InfoSpace, Inc. Restated 1996 Flexible Stock Incentive Plan, which is incorporated herein by
reference to the Registration Statement on Form S-8 (No. 333-81593) filed by the Company on
June 25, 1999.
(g) Not applicable.
(h) Not applicable.
Item 13. Information Required by Schedule 13E-3.
(a) Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this Schedule TO is true, complete and correct.
INFOSPACE, INC.
/s/ EDMUND O. BELSHEIM
_____________________________________
Edmund O. Belsheim
President and Chief Operating Officer
Date: January 15, 2002
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INDEX TO EXHIBITS
Exhibit
Number Description
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(a)(1). Offer to Exchange, dated January 15, 2002.
(a)(2). Memorandum from Naveen Jain to InfoSpace's Employees dated January 15, 2002.
(a)(3). Form of Exchange Offer Summary Statement.
(a)(4). Form of Election Form.
(a)(5). Form of Notice to Change Election From Accept to Reject.
(a)(6). Stock Option Exchange Offer; Frequently Asked Questions.
(a)(7). Form of E-Mail Reminder to Employees.
(a)(8). Form of Promise to Grant Stock Option.
(a)(9). Power Point Presentation of Offer to Exchange.
(a)(10) InfoSpace, Inc. Annual Report on Form 10-K for its fiscal year ended December 31, 2000, filed with
the Securities and Exchange Commission on April 2, 2001, and incorporated herein by reference.
(a)(11) InfoSpace, Inc. Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2001, filed
with the Securities and Exchange Commission on May 15, 2001, and incorporated herein by
reference.
(a)(12) InfoSpace, Inc. Quarterly Report on Form 10-Q for its fiscal quarter ended June 30, 2001, filed with
the Securities and Exchange Commission on August 13, 2001, and incorporated herein by reference.
(a)(13) InfoSpace, Inc. Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2001, filed
with the Securities and Exchange Commission on November 9, 2001, and incorporated herein by
reference.
(d)(1). Form of InfoSpace, Inc. Restated 1996 Flexible Stock Incentive Plan Nonqualified Stock Option
Letter Agreement.
(d)(2). InfoSpace, Inc. and Saraide Inc. 2000 Stock Plan, which is incorporated herein by reference to the
Registration Statement on Form S-1 (No. 333-93167) filed by the Company on July 12, 2000.
(d)(3). Go2Net, Inc. 2000 Stock Option Plan, which is incorporated herein by reference to the Registration
Statement on Form S-8 (No. 333-47874) filed by the Company on October 13, 2000.
(d)(4). Go2Net, Inc. 1996 Stock Option Plan, which is incorporated herein by reference to the Registration
Statement on Form S-8 (No. 333-47874) filed by the Company on October 13, 2000.
(d)(5). Silicon Investor, Inc. 1996 Stock Plan, which is incorporated herein by reference to the Registration
Statement on Form S-8 (No. 333-47874) filed by the Company on October 13, 2000.
(d)(6). WEB21 Stock Option Plan, which is incorporated herein by reference to the Registration Statement
on Form S-8 (No. 333-47874) filed by the Company on October 13, 2000.
(d)(7). Authorize.Net Corporation 1999 Stock Incentive Plan, which is incorporated herein by reference to
the Registration Statement on Form S-8 (No. 333-47874) filed by the Company on October 13, 2000.
(d)(8). IQC Corporation Option to Purchase Common Stock, which is incorporated herein by reference to
the Registration Statement on Form S-8 (No. 333-47874) filed by the Company on October 13, 2000.
(d)(9). SaveSmart, Inc. 1997 Equity Incentive Plan, which is incorporated herein by reference to the
Registration Statement on Form S-8 (No. 333-37252) filed by the Company on May 17, 2000.
(d)(10) Saraide.com Inc. 1998 Equity Incentive Plan, which is incorporated herein by reference to the
Registration Statement on Form S-8 (No. 333-37252) filed by the Company on May 17, 2000.
(d)(11) INEX Corporation Share Option Plan, which is incorporated herein by reference to the Registration
Statement on Form S-8 (No. 333-90815) filed by the Company on November 12, 1999.
(d)(12) InfoSpace, Inc. Restated 1996 Flexible Stock Incentive Plan, which is incorporated herein by
reference to the Registration Statement on Form S-8 (No. 333-81593) filed by the Company on
June 25, 1999.
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