Rockstar Consortium US LP et al v. Google Inc

Filing 263

RESPONSE in Opposition re 220 MOTION to Amend/Correct Invalidity Contentions filed by NetStar Technologies LLC, Rockstar Consortium US LP. (Attachments: # 1 Declaration of Meng Xi, # 2 Exhibit A - Google.com search re InfoSeek IPO filing, # 3 Exhibit B - Part 1 of 3 InfoSeek Corporation's S-1, # 4 Exhibit B - Part 2 of 3 InfoSeek Corporation's S-1, # 5 Exhibit B - Part 3 of 3 InfoSeek Corporation's S-1, # 6 Exhibit C - Zimmerman's Research Guide, # 7 Exhibit D - 11/5/2014 email between ThomsonReuters and Meng Xi, # 8 Exhibit E - 11/5/2014 email between Intelligize and Meng Xi, # 9 Text of Proposed Order)(Xi, Meng)

expire at various dates through February 2888. Total rent expense for the years
ended December 31. 1994 and 1995 and for the three months ended March 31. 1996
was $48~889~ $85~682 and $58~165~ respectively. There was no rent expense for
the period from August 39. 1993 (inception) through December 31. 1993 . Minimum
future rental commitments under these leases as of pecember 31. 1995 and ~
31. 1996 are as follows:
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DECEIfBER 31 ..

1996 •.•......•.•••••••••........••••••••........••••••••..
1997 •.•......•.•••••••••........••••••••........••••••••..
1998 •.•......•.•••••••••........••••••••........••••••••..
1999 •.•......•.•••••••••••••••••••••••••........••••••••..

2eee ..................................................... .

MARCH 31 ..

1995

1995

$165,158
114,561
37,156
35,996
5,864

$ 147,867
99~949
34~295
32~252

$357,745
In addition, the Company has cancelable support fees and royalty payments
due ACSIOM. Future minimum payments under this agreement are approximately
$18 .. 888 per quarter and 4% of revenues for so long as the Company continues to
utilize the subject technology.
During 1994, the Company licensed certain technology to be used in
developing the Cpmpany 's product. Subsequently, it was determined that this
technology was not suited to the Cpmpany 's product. Consequently, in 1994.. the
Company expensed $289 .. 999 due under the cpntract through 1999. Of this amount,
$195,999 was payable and included in liabilities in the accompanying financial
statements at December 31. 1995 and March 31. 1996 .

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INFOSEEK CORPORATION
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
The Company has licensed certain software technologies from XEROX
Corporation (XEROX). The Company pays a royalty to XEROX based on the usage of
the technology~ and such royalty is not to exceed $299 .. 999 per year in 1996 and
1997~ and $3ee~999 in 1998. After payment of such $799 .. 999 in royalties .. the
Company will have a perpetual license to the technology with no further
payments.
Historically, a large portion of the Company 's traffic was derived through
the Web page of Netscape Communications Corporation ("Netscope"). During 1995,
the Company paid no fees to appear on Netscape's Web page. The Company recorded
$299,999 to sales and marketing expense as the estimated fair value of the
services received from Netscape during 1995. From Janyary 1. 1996 to March 31.
l222, the Company was listed as the sole premier "Net Seorch w service on the
Netscape Web page for which the Company paid Netscape 58% of the related net
advertising revenue. In March 1996, Infoseek entered into an agreement with
Netscape, which provides that Infoseek will be listed as a Premier Provider on
Netscape's Web page for the period from April 19. 1996 to March 31. 1997 . This
agreement with Netscape provides for payments of up to an aggregate of $5
million to Netscape over the course of the term of the agreement. The Company
has the right to terminate the agreement at the end of six months~ in which case
payments to Netscape would be reduced by an aggregate of approximately $2.5
million. Payments to Netscape will be recognized ratably over the term of the
agreement.
5. SHAREHOLDERS' EQUITY
Convertible Preferred Stock
The following is a summary of the authorized and issued shares of
convertible preferred stock:
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DECEJlfBER 31. 1994

AUTIIORIZED

ISSUED AND
OUTSTANDING

DECEJilBER 31. 1995

AUTHORIZED

MARCH 31. 1996

ISSUED AND
OUTSTANDING AI/THORIZED

ISSUED AND
OUTSTANDING

Series A........... 9,847,816
Series B ••••••••••• 4,969,009
Series C•••••••••••
Series D...........
Series E•••••••••••

6,826,125
2,594,416

9,847,816
3,459.229
7,699,999
3,659,999

----------

---------- ----------

"''''''''''''''''''''''''''''

"''''''''''''''''''''''''''''

TotaL ... 13.907.816

9,420,541 24,557.945

"''''''''''''''''''''''''''''

7,385,864
2.594.416
5,699,914

9,847,816
3,459,229
7,699,909
3,650,009
3,333,333

---------- ----------

7,195,995
2,594.416
5,699,914
93.759

----------

15.580.294 27.890,378

15,394.175

"''''''''''''''''''''''''''''

"''''''''''''''''''''''''''''

"''''''''''''''''''''''''''''

The holders of Series A. B. C and E convertible preferred stock are
entitled to receive annual. noncumulative dividends, when and if declared by the
Board of Directors, of $0.007, $9.227, $0.04, and $0.40 per share, respectively.
Through March 31. 1996, no dividends had been declared or paid by the Company .
Each share of Series A. B. C and E stock is convertible. at the option of
the shareholder. into common stock on a one-for-one basis. subject to adjustment
in certain cases. The Series A. B. C. and E convertible preferred stock converts
automatically upon the occurrence of certain events. including a sale of common
stock in an initial public offering with gross proceeds of at least $15.000.099
or the written consent of the holders of two-thirds of the outstanding shares of
preferred stock voting as a single class.
The holders of preferred stock are entitled to one vote for each share of
common stock into which the preferred stock is convertible.
In the event of a liquidation, the Series A. B, C and E shareholders are
entitled to receive $0.13. $0.45, $0.80 and $8.00, respectively. per share. plus
all declared but unpaid dividends. Thereafter. the remaining assets shall be
distributed among the holders of common and preferred shares pro rata with the
preferred shares being treated on an as-converted basis.
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INFOSEEK CORPORATION
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
Through March 31. 1996. no shares of Series D convertible preferred stock
had been issued.
Founders' Common Stock
The Company has the right. at any time within sixty days after termination
of a founder's employment or service. to repurchase certain common shares at the
price per share paid by the founder. The Company 's right to repurchase lapses
with respect to 25X of the total number of shares held by the founder.
commencing twelve months after purchase. and in monthly increments of 2.08X of
the total number of shares thereafter. There were 1,628.906. and 1,234.843
common shares subject to repurchase by the Company at December 31. 1995 and
March 31. 1996. respectively.
Shareholders' Notes Receivable
In December 1995 and during the first quarter of 1996. the Company entered
into agreements with certain officers and an employee to sell 371.887 and
337.500 shares. respectively. of the Cpmpany 's common stock in exchange for full
recourse promissory notes. The shares are subject to repurchase by the Company.
and such repurchase options lapse in monthly increments of 2.9SX of the total
number of shares purchased. The Company also entered into an agreement with an
officer during the first quarter of 1996 to sell 75.000 shares of the Company 's
common stock in exchange for a full recourse promissory note. These shares were
fully vested at the time of issuance. At December 31. 1995 and March 31. 1996.
there were 371.887 and 337.500 common shares. respectively. subject to
repurchase by the Company .
Warrants
During 1995 in connection with an equipment financing transaction. the
Company issued warrants to purchase 100.000 shares of Series C convertible
preferred stock at an exercise price of $0.80 per share. These warrants are
exercisable at any time through October 2000. As of December 31. 1995 , no
warrants had been exercised. The Company recorded additional interest expense of
$21.000 based on using the minimum value method to determine the value of the
warrant.
Common Stock Reserved For Future Issuance

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Shares of common stock reserved for future issuance are as follows:
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DECEMBER 31.1
1995

Conyertible preferred stock ............................. .
Warrants •••••••••••••••••••••••••••••••••••••••••••••••••
Stock option plan ••••••••••••••••••••••••••••••••••••••••

24,557,945
lee,ge9
3,184,688

IfARCH 31.1
1995

27,899,378
190,eee
5,408,284

27,841,733
6. REDEEMABLE CONVERTIBLE PREFERRED STOCK
As part of the Series E convertible preferred stock offering 1,125,000
shares were issued to NVNEX Information Technologies Company ("NYNEX"). As part
of this transaction the Company and NVNEX entered into an agreement which
provides that the Company will prominently display the BigYellow logo, which
represents NVNEX's interactive shopping directory, as the exclusive
comprehensive shopping directory within Infoseek Guide, in exchange for a fee
paid by NVNEX. In connection with this transaction, the Company has granted to
NYNEX the right to redeem the Series E convertible preferred stock, if certain
specified events occur, at the fair market value (not
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INFOSEEK CORPORATION

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
less than $8.00 per share) at the time of redemption. These redemption rights
terminate upon the conversion of the Series E convertible preferred stock
pursuant to the Company 's initial public offering with aggregate proceeds of at
least $15,000,000. The Series E redeemable convertible preferred stock have the
same dividend, liquidation, voting and conversion rights and preferences as the
Series E convertible preferred stock as described in Note 5.
7. STOCK OPTION PLAN
The Company 's Stock Option Plan (the npLan") provides for the grant of
incentive stock options and nonstatutory stock options to employees and
consultants of the Company at prices ranging from 85% to 119X (depending on the
type of grant) of the fair market value of the common stock on the date of grant
as determined by the Board of Directors. The Company has reserved 5,437,500
shares of common stock for issuance under the Plan. The vesting and exercise
provisions of the option grants are determined by the Board of Directors.
Options generally vest and become exercisable as to 25% of the shares one year
from the date of grant and the balance in monthly increments over the subsequent
three years of service. Options expire no later than seven years from the date
of grant. Options for the purchase of 155,138 and 211,537 shares were
exercisable as of pecember 31. 1995 and March 31. 1996, respectively.
Information with respect to the Plan is summarized as follows:
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OPTIONS OUTSTAMJING

SHARES
AVAILABLE FOR

GRANT

Balance at January
1994 .....••
Authorized ...................••
Granted ......................••
Exercised ••••••••••••••••••••••
Canceled .....................••

"

Balance at D~,~mt!~r ~11 1994 •••••
Granted ......................••
Canceled •••••••••••••••••••••••
Balance at December 31 1 1995 .....
Authorized •••••••••••••••••••••
Granted ......................••

AGGREGA.TE
MMBER OF

SHARES

PRICE PER

EXERCISE
PRICE

~RE

$-$--

3,187,588
(187,500)

187,588
(2,812)

$8.811

19,688

(19,688)

$8.811

$8.867
$0.011
$0.067

$8.067
$8.867

$0.067
$0.133

$0.067

$0.133

---------- --------3,019,688
165,888
(3,438,262)
529,387

----------

3,438,262
(529,387)

---------

118,813 3,873,875
2,258,888
(1,968,249) 1,968,249

$8.811

$8.133

$0.80

$-- $4."

$

11,668
(188)
(637)

---------18,835
452,185
(60,508)

----------

482,512

3,815,834

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Exercised ....................••
Canceled .....................••

(26, ..... )
(674,844)

674,844

$e.33

$1.33

$0.067

$4."

(29,241)
(7e6,189)

Balance at March 31 1996 ......••
Deferred Compensation
~~~~~. recorded aggregate compensation of $5,226,499 during the fourth
quarter
and the first quarter of 1996. The amount recorded represents
the difference between the grant price and the deemed fair value of the
Company's common stock for shares subject to options granted in 1995 and during
the first quarter of 1996. The amortization of deferred compensation is being
charged to operations and is being amortized over the vesting period of the
options, which is typically four years. For 1995 and the first quarter of 1996,
the amortized expenses were $43,900 and $386,650, respectively.

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INFOSEEK CORPORATION
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
8. INCOME TAXES
Due to the Company 's loss position, there was no provision for income taxes
for any period presented.
The difference between the provision for income taxes and the amount
computed by applying the federal statutory tax rate (34%) to income (loss)
before provision for income taxes is explained below:
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PERIOD FROIf
38. :1m

4'§'U

YEARS ENDED DECEMBER 31,

(INCEPTION) TO
1994

DECElfBER 3:1, :1993

Income tax (benefit) computed at the
federal statutory rate ........•••••••••
losses for which no tax benefit was
recognized •••••••••••••••••••••••••••••

$

Provision for income taxes ......•••••••••

$

(9,24e)

:1995

$(1,e76,1.e)

$(528,'95)

9,240

528,495

1,076,140

$

$

As of December 31. 1995 J the Company has federal and state net operating
loss carryforwards of approximately $4,000 J 099 and $600 J 000 J respectively. The
federal net operating loss carryforwards will expire in the years 2008 through
2010, and the state net operating loss carryforwards will expire in the years
1998 through 2000. The Company has federal and state research and
experimentation credits of approximately $30,000 and $18,000, respectively, that
will expire in the years 2998 through 2010. Utilization of the net operating
losses and credits may be subject to a substantial annual limitation due to the
ownership change limitations provided by the Internal Revenue Code of 1986 and
similar state provisions. The annual limitation may result in the expiration of
net operating losses and credits before utilization.
Deferred taxes reflect the net tax effects of temporary differences between
the carrying amounts of assets and liabilities for financial reporting purposes
and the amounts used for income tax purposes. Significant components of the
Company's deferred taxes consisted of the following at:
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DECEMBER 31Jl
1994

Deferred tax assets:
Net operating losses •••........••••••••........••••••••. $ 473 J 000
Research credit carryforwards ..••••••••........••••••••.
45,000
Accrued royalties ••••••........••••••••........••••••••.
112,000
other individually immaterial items ••••........••••••••.
31,000
Total deferred tax assets ........••••••••........••••••••.

---------

661,000

1995

$l,382 J 099
42,090
83,090
184,090

----------1,691,099

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Valuation allowance.....................................

(661~000)

Total net deferred tax assets............................. $

(1,691,e09)
$

The change in the valuation allowance was a net increase of approximately
$661,000 and $1,030,000 for the years ended pecember 31. 1994 and 1222,
respectively.
9. EMPLOYEE BENEFIT PLAN
In January 1996, the Company adopted a plan to provide retirement and
incidental benefits for its eligible employees, known as the Infoseek
Corporation 401(k) Plan. As allowed under Section 481(k) of the Internal Revenue
Code~ the plan provides tax-deferred salary deductions for eligible employees.
Participants in the Plan may make salary deferrals of up to 2ex of their annual
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INFOSEEK CORPORATION
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
salary~ limited by the maximum dollar amount allowed by the Internal Revenue
Code. The Company ~ at its discretion~ may elect to make contributions to the
Plan on behalf of its eligible participants. The Company has made no such
contributions to date.

18. SUBSEQUENT EVENTS
In April 1996, the Board of Directors approved the filing of a registration
statement by the Company with the SEC covering the proposed sale of shares of
its common stock to the public.
Effective April 1996, the Board of Directors, subject to shareholders'
approval, adopted the 1996 Stock Option/Stock Issuance Plan (the D1996 PLan n ) .
The 1996 Plan is intended to serve as the successor equity incentive stock
issuance program to the Company 's Stock Option Plan (the npredecessor PLan n).
Under the 1996 Plan 5,625,000 shares of common stock have been authorized for
issuance. This share reserve consists of (i) the shares which remained available
for issuance under the predecessor plan~ including the shares subject to
outstanding options thereunder and the shares otherwise available for future
grant~ plus (ii) an additional increase. The 1996 Plan is divided into three
separate components: the Discretionary Option Grant Program under which eligible
individuals may be granted options to purchase shares of common stock at an
exercise price of not less than 85X of their fair market value on the grant
date, the Stock Issuance Program under which eligible individuals may be issued
shares of common stock directly through the purchase of such shares at a price
of not less than 85X of their fair market value at the time of issuance or as a
bonus tied to the performance of services and the Automatic Option Grant Program
under which option grants will automatically be made at periodic intervals to
eligible nonemployee Board members to purchase shares of common stock at an
exercise price equal to 1ee1 of their fair market value on the grant date.
Effective April 1996, the Company 's Board of Directors, subject to
shareholders' approval, adopted the 1996 Employee Stock Purchase Plan (the
"Purchase PLanD)J which is designed to allow eligible employees of the Company
to purchase shares of common stock at semiannual intervals through their
periodic payroll deductions. A reserve of 187,500 shares of common stock has
been established for the Purchase Plan. The Purchase Plan will be implemented in
a series of successive offering periods~ each with a maximum duration of 24
months. Eligible employees can have up to lex of their base salary deducted to
be used to purchase shares of the common stock on specific dates determined by
the Board of Directors. The price of common stock purchased under the Purchase
Plan will be equal to 85X of the lower of the fair market value of the common
stock on the commencement date of each offering period or the specified purchase
date.
In April 1996 J the Company sold 1,948,501 shares of Series E convertible
preferred stock for gross proceeds of $8,388,000. Issuance costs were
approximately $300 J 000. As part of the offering 375 J 001 shares of Series E
convertible preferred stock were issued to Kanematsu Corporation (DKanematsu n ) .
Also, as part of this transaction J the Company entered into a memorandum of
understanding and a marketing alliance agreement with Kanematsu to create a
strategic alliance. Under the terms of this alliance the parties will set up a
Japanese Internet search and retrieval service containing listings of Japanese
Web sites written in Japanese and a Japanese translation of the Infoseek Guide
Directory. The 375,001 shares of Series E convertible preferred stock held by

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Kanematsu are redeemable at the request of Kanematsu, upon the termination of
the Marketing Alliance Agreement as a result of any breach of a material
provision by the Company . The Series E convertible preferred stock held by
Kanematsu will be redeemed by the Company at the fair market value (but not less
than $8.99 per share) at the time of redemption. The redemption terminates upon
the conversion of the Series E convertible preferred stock, if the Company has a
initial public offering with gross proceeds of at least $15,gee,999.
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INFOSEEK CORPORATION
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
In April 1996, the Company licensed certain software technology from HNC
Software Inc. ("HNC"). The Company intends to utilize the software technology to
develop an advertising and audience management system to track individual usage
behavior in order to optimize the matching of advertisements with the
appropriate audience. The software will be modified to the Company 's
specifications to integrate it into the Company 's advertisement placement
system. This technology will be licensed to the Company for an initial five year
term beginning upon the initial acceptance of the software by the Company .
According to the terms of the agreement the Company will be required to pay HNC
for customization and installation fees, sub-license start-up fees and monthly
license fees. The monthly license fees consist of a fixed fee, which the Company
expects will amount to approximately $189,999 in the aggregate through 1997, and
a royalty fee based on a percentage of certain future related revenues (in order
to maintain the exclusivity of the arrangement, the Company is required to pay
certain annual minimum royalties, which the Company expects will amount to
approximately $69,999 in the aggregate through 1997).
In May 1996, the Company licensed certain additional software technology
from HNC that is intended to allow the Company to enhance the Company 's Web
Directory feature. Th@ Company expects to use this technology to automate the
construction of Directory categories, assignment of Web pages to each Directory
category and the creation of abstracts for each Web page included in the
Directory. This technology will be licensed to the Company for an initial five
year term beginning upon the initial acceptance of the software by the Company .
According to the terms of the agreement, the Company will be required to pay HNC
an installation fee, license fee and a maintenance fee. The installation fee of
$159,999 is due in 1996 and license and maintenance fees of approximately
$59,999 are due annually for the life of the contract .
In May 15. 1996, the Company 's Shareholders approved a 3-for-4 reverse
stock split of the Company 's preferred and common stock. All outstanding
preferred, common and common equivalent shares in the accompanying financial
statements have been retroactively adjusted to give effect to this reverse stock
split. At the same time, the Board of Directors approved the increase of
authorized common stock to 69,999,999 shares and authorized 5,999,999 shares of
undesignated preferred stock. The Board of Directors has the authority to issue
the undesignated preferred stock in one or more series and to fix the rights,
preferences, privileges, and restrictions thereof, including dividend rights,
conversion, voting rights, terms of redemption, redemption prices, liquidation
preferences, and the number of shares constituting any series or the designation
of such series without further vote or action by the shareholders. No such
shares have been issued to date.
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NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THE OFFERING MADE HEREBY TO
GIVE ANY INFDRMATION OR TO MAKE ANY REPRESENTATION NDT CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER_ THIS
PROSPECTUS DOES NDT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER
TO BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY PERSON OR BY ANYONE IN ANY
JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION_ NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.

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TABLE OF CONTENTS
[Download Table]
PAGE

prospectys Symmary ....................
Risk Factors ..........................
The Company ...........................
Use of proceeds .......................
Dividend Policy .......................
Capitalization ........................
Dilution . . . . . • • • • • • • • • . . . . . . . . • • • • • • • •
Selected Financial Data ...............
Management's Discussion and Analysis
of Financial Condition and Results
of Operations .......................
Business ..............................
Management . . . • • • • • • • • • . . . . . . . . • • • • • • • •
Certain Transactions ..................
Principal Shareholders ................
Description of Capital Stock ..........
Shares Eligible for Future Sale .......
Underwriting . • • • • • • • • • • • • • • • • • • • • • • • • •
Legal Matters .........................

3
5
17
17
17
18
19
20
21
26
41
50
53
55
56
58
59

~ ...............................

59

Additional Information ................
Index to Financial Statements .........
Report of Independent Accountants.....

59
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UNTIL
, 1996 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK OFFERED HEREBY J WHETHER OR
NOT PARTICIPATING IN THIS DISTRIBUTION J MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

3 J eee J 808 SHARES
LOGO

COMMON STOCK
PROSPECTUS
ALEX. BROWN & SONS
INCORPORATED
MERRILL LYNCH & CO.
I

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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Company in connection
with the sale of Common Stock being registered. All amounts are estimates except
the SEC registration fee and the NASD filing fees.
[Download Jable ]
SEC Registration fee ••••••••••••••••••••••••••••••••••••••••••••••••••••• $ 14,276

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NASD fee •••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••
Nasdaq National Market listing fee •••••••••••••••••••••••••••••••••••••••
Printing and engraving •••••••••••••••••••••••••••••••••••••••••••••••••••
Legal fees and expenses of the Company •••••••••••••••••••••••••••••••••••
Accounting fees and expenses •••••••••••••••••••••••••••••••••••••••••••••
Blue sky fees and expenses •••••••••••••••••••••••••••••••••••••••••••••••
Transfer agent fees ••••••••••••••••••••••••••••••••••••••••••••••••••••••
Directors and officers insurance •••••••••••••••••••••••••••••••••••••••••
Miscellaneous ••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••

4 1 640

S0 1 ee0
lS0 1 ee0
2S0 1 ee0
lS0 1 ee0
101 000
SI ee0
lS0 1 ee0
66 1 984

Total. • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • •• $8S0 1 000
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company has adopted provisions in its Amended and Restated Articles of
Incorporation that limit the liability of directors in certain instances. As
permitted by the California General Corporation Law, directors will not be
liable to the Company for monetary damages arising from a breach of their
fiduciary duty as directors in certain circumstances. See Item 17 of this
Registration Statement regarding the opinion of the Securities and Exchange
Commission as to indemnification for liabilities arising under the Securities
Act of 1933 1 as amended (ftthe Act"). Such limitation does not affect liability
for any breach of a director's duty to the Company or its shareholders (i) with
respect to approval by the director of any transaction from which he derives an
improper personal benefitl (ii) with respect to acts or omissions involving an
absence of good faithl that he believes to be contrary to the best interests of
the Company or its shareholders, that involve intentional misconduct or a
knowing and culpable violation of law, that constitute an unexcused pattern of
inattention that amounts to an abdication of his duty to the Company or its
shareholders, or that show a reckless disregard for his duty to the Company or
its shareholders in circumstances in which he was, or should have been, aware,
in the ordinary course of performing his duties, of a risk of serious injury to
the Company or its shareholders, or (iii) based on transactions between the
Company and its directors or another corporation with interrelated directors or
on improper distributions, loans or guarantees under applicable sections of the
California General Corporation Law. Such limitation of liability also does not
affect the availability of equitable remedies such as injunctive relief or
rescission, although in certain circumstances equitable relief may not be
available as a practical matter. The limitation may relieve the directors of
monetary liability to the Company for grossly negligent conduct, including
conduct in situations involving attempted takeovers of the Company. No claim or
litigation is currently pending against the Company 's directors that would be
affected by the limitation of liability.
Th@ Company 's Amended and Restated Articl@s of Incorporation and ~
provide that the Company shall indemnify its directors and may indemnify its
officers to the full extent permitted by California law, including circumstances
in which indemnification is otherwise discretionary under California law. The
Company has entered into separate indemnification agreements with its directors
and officers, which may require the Company, among other things, to indemnify
them against certain liabilities that may arise by reason of their status or
service as directors or officers (other than
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liabilities arising from willful misconduct of a culpable nature), and to
advance their expenses incurred as a result of any proceeding against them as to
which they could be indemnified. To the extent the Company may be required to
make substantial payments under the indemnification agreements that are not
covered by insurance, the Company 's available cash and shareholder's equity
would be adversely affected.
Reference is made to the form of the Underwriting Agreement filed as
Exhibit 1.1 to this Registration Statement for certain provisions regarding the
indemnification of officers and directors of the Company by the several
Underwriters.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
(a) Since August 39. 1993 (date of inception), the Company has issued and
sold the following securities (as adjusted to reflect a 3-for-4 reverse stock
split to be effected prior to the effectiveness of this Registration Statement):
1. The Company
of its Common Stock
$3S,296.25 pursuant
amended on June 30.

issued and sold 3,445,624 shares (net of repurchases)
to founders for an aggregate purchase price of
to the Founders Agreement dated February 1. 1994, as
1994 (Exhibit 10.13).

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2. Th@ Company issued and sold 498,714 shares (net of repurchases) of
its Common Stock to employees for an aggregate purchase price of
$314,840.95 pursuant to direct issuances and the exercise of options under
its Stock Option Plan (Exhibit 10.1).
3. On F@bruary 25. 1994, March 18. 1994, and JulY 22. 1994, the
Company issued and sold an aggregate of 7,385,864 shares of Series A
Preferred Stock for an aggregate purchase price of $984,781.60.
4. On Jyne 39. 1994 and Aygust 24. 1994, the Company issued and sold
an aggregate of 2,594,416 shares of Series B Preferred Stock for an
aggregate price of $1,176,134.80.
5. On May 4. 1995 and June 30. 1995, the Company issued and sold
5,600,014 shares of Series C Preferred Stock for an aggregate price of
$4,480,005.60
6. The Company has not issued and sold any shares of Series D
Preferred Stock.
7. On March 29. 1996, April 12. 1996 and April 19. 1996, the Company
issued and sold an aggregate of 2,267,251 shares of Series E Preferred
Stock for an aggregate purchase price of $18,137,964 to several investors.
The issuances described in Item 15(a)(1) were deemed exempt from
registration under the Securities Act in reliance upon Rule 701 promulgated
under the Securities Act. The issuances of the securities described in items
15(a)(2) through 15(a)(7) were deemed to be exempt from registration under the
Act in reliance on Section 4(2) of the Act as transactions by an issuer not
involving any public offering. In addition, the recipients of securities in each
such transaction represented their intentions to acquire the securities for
investment only and not with a view to or for sale in connection with any
distribution thereof and appropriate legends were affixed to the share
certificates issued in such transactions. All recipients had adequate access,
through their relationships with the Company, to information about the Company .
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ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
[ Enlarge/Download Table ]
EXHIBIT NO.

1.1"
3.1*

3.2*
3.3*
3.4*
3.5*
4.1*
!.1.
4.3*
4.4*
5.1*

10.1*
10.2*
10.3*
10.4*
10.5*
10.6*
10.7*
10.8*
10.9*

DESCRIPTION

Form of Underwriting Agreement (pre1imina~ form).
Articles of Incorporation of the Registrant , as amended to date.
Form of Amended and Restated Articles of Incorporation of the Registrant to be
filed prior to the closing of the Offering made pursuant to this Registration
Statement.
Form of Amended and Restated Articles of Incorporation of the Registrant to be
filed after the closing of the Offering made pursuant to this Registration
Statement.
Bylaws of the Registrant , as amended.
Form of ~ of the Registrant to be effective upon the effectiveness of this
Registration Statement.
Reference is made to Exhibits 3.1, 3.2, 3.3, 3.4 and 3.5.
Specimen Common Stock certificate.
Third Amended and Restated Investors' Rights Agreement dated April 19. 1996 among
the Registrant and the investors and founders named therein.
Warrant Agreement between the Registrant and Venture Lending and Leasing, Inc.
dated as of October 7. 1995 .
Opinion of Brobeck, Phleger & Harrison LLP.
Infoseek Corporation Stock Option Plan, as amended on March 20. 1996, subject to
qualification by the State of California.
Infoseek Corporation 1996 Stock Option/Stock Issuance Plan.
Infoseek Corporation Employee Stock Purchase Plan.
Form of Offer Letter among the Registrant and its officers.
Form of Indemnification Agreement entered into between the Registrant and its
directors and officers.
Series A Preferred Stock Purchase Agreement dated February 25, 1994 among the
Registrant and the investors named therein, as amended March 3. 1994.
Series A Preferred Stock Supplemental Purchase Agreement dated July 22. 1994
between the Registrant and the Applied Computing Systems Institute of
Massachusetts, Inc.
Series B Preferred Stock Purchase Agreement dated June 30. 1994 among the
Registrant and the investors named therein, as amended July 7 1994.
Series C Preferred Stock Purchase Agreement dated May 4. 1995 among the
Registrant and the investors named therein, as amended June 30, 1995 .

10.10*
10.11*
10.12*
10.13*
J.Ll!+

Third Amended and Restated Agreement regarding co-sale dated April 19 1996 among
the Registrant and the investors and founders named therein.
Third Amended and Restated Co-Sale Agreement dated April 19. 1996 among the
founder and the investors named therein.
Amended and Restated Put Option Agreement dated May 4. 1995 among the Registrant
and the investors named therein.
Founders Agreement dated February I. 1994 among the Registrant and the founders
named therein, as amended June 30. 1994 .
Series E Preferred Stock Purchase Agreement dated March 29. 1996 among the
Registrant and the investors named therein.

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10.15* Stock Purchase Agreements dated January 24. 1996 between the Registrant and
Robert E.L. Johnson III.
10.16* Employee Stock Purchase Agreement dated January 39 1996 between the Registrant
and Robert E.L. Johnson III.
10.17* Employee Stock Purchase Agreement dated March 28. 1996 between the Registrant and
Leonard J. LeBlanc .
10.18* Employee Stock Purchase Agreement dated March 9. 1996 between the Registrant and
John Nauman.
10.19* Employee Stock Purchase Agreement dated March 9. 1996 between the Registrant and
Craig Forman.
10.20* Lease Agreements dated pecember 13. 1993, Noyember 7. 1995, January 8. 1996 and
January 10. 1996 between the Registrant and Spieker Properties, L.P.
10.21* Standard Office Sublease dated May 39. 1995 between the Registrant and Innovative
Information Systems, Inc.
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18.22*
10.23*
10.24*
10.25*
10.26+
10.27*+
10.28*
10.29*+
10.30*+
10.31+
10.32*
10.33*
19.34*
~+
~+

10.37*
10.38*+
10.39*
10.40*
10.41*+
10.42+
10.43+
10.44*
10.45*
10.46+
10.47*

Standard Form of Office Lease dated April 1996 the Registrant and Richfield
Investment Company.
Software Development and Licensing Master Agreement dated July 8. 1994, as
amended on February 13 1995 and April 24 1995 between the Registrant and
Applied Computing Systems Institute of Massachusetts, Inc.
Software License Agreement between the Registrant and ADB Inc. dated pecember 22.
1995, as amended April 19. 1996 .
Internet Services and Products Master Agreement dated May 22. 1995 between the
Registrant and BBN Planet Corporation.
Internet Search Service Access Agreement dated August 23. 1995 between the
Registrant and Microsoft Corporation, as amended on DeCember 18. 1995 .
Internet Search Service Access Agreement between the Registrant and NETCOM Online
Communication Services, Inc. dated October 13. 1995, as amended on March 20.
1996 .
Net Search Program -- Premier Provider Agreement between the Registrant and
Netscape Communications Corporation dated March 22. 1996, as amended on that
date.
Agreement between the Registrant and NetManage, Inc. dated November 29. 1995 .
Software License and Distribution Agreement between the Registrant and Personal
Library Software, Inc. dated June 17. 1994 .
XSoft/lnfoseek Software Distribution and LiCense Agreement -- Lexicons, dated
March 31. 1996 between the Registrant and XSoft, a division of XEROX Corporation.
Customer Support Program Agreement for Infoseek among the Registrant and
SunService Corporation dated January I. 1996 .
Purchase Orders dated March 21. 1996, February I. 1996, pecember 1. 1995, ~
25. 1995, October 6. 1995 between the Registrant and Sun Microsystems, Inc.
Form Consulting Services Agreement among the Registrant and its consultants.
Letter of Agreement dated April 2 1996 between the Registrant and HNC Software
Inc.
Agreement in principle dated March 21. 1996 between the Registrant and HNC
Software Inc.
Joint Marketing Agreement dated effective April 15. 1996 between the Registrant
and Sun Microsystems Inc.
Online Service Agreement dated February 28. 1995 between the Registrant and
Reuters NewMedia, Inc., as amended January 4. 1996 and April 19. 1996 .
Redemption Agreement dated March 29. 1996 between the Registrant and NYNEX
Information Technologies Company.
Redemption Agreement dated April 12. 1996 among the Registrant and Kanematsu
Corporation, Kanematsu USA, Inc. and Kanematsu Computer Systems, Inc.
Infoseek Corporation AdVertising Agreement dated May 7. 1996 to be effective as
of January 1. 1996 between the Registrant and Margeotes-Fertitta Partners, Inc.
Infoseek/NYNEX Agreement dated March 29. 1996 between the Registrant and NVNEX
Information Technologies company.
Software License Agreement dated March 29. 1996 between the Registrant and NVNEX
Information Technologies Company.
Out-of-Area Plan Master Group Policy dated Janyary I. 1996 between the Registrant
and Lifeguard Life Insurance Company.
Infoseek Impressions Agreement -- Ad Exchange between the Registrant and
FreeLoader, Inc. dated March 8. 1996 .
Agreement between the Registrant and Verity, Inc. dated March 31. 1996 .
Cooperation Agreement between the Registrant and Quarterdeck Corporation dated

IB.48+
~+
~+

IB.51+

April 2 1996 .
Memorandum of Understanding between the Registrant and Kanematsu Corporation
dated March 3', 1996 .
Marketing Alliance Agreement between the Registrant and Kanematsu Corporation
dated April 11, 1996 ,
Relationship Agreement between the Registrant and Reuters NewMedia Inc. dated
April 19. 1996 ,
Memorandum of understanding between the Registrant and lOG Communications Inc.
dated April 22, 1996 .
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Loan Agreements between the Registrant and venture Lending & Leasing l Inc. dated
October 5. 1995 and February 9. 1996 and related Notes (Note No. 42-002 dated
March 28, 1996; Note No. 42-001 dated February 29, 1996; Note No. 27-002 dated
Ngyember 39, 1995 and Note No. 27-BB1 dated Octgber 11, 1995) between the
Registrant and Venture Lending & Leasing l Inc.
IB.53+ License and Software Distribution Agreement between the Registrant and HNC
Software Inc. dated April 25. 1996 .
lB. 54*+ Amendment No. 3 to Software Development and Licensing Master Agreement between
the Registrant and Applied Computing Systems Institute of Massachusetts l Inc.
dated March 18, 1996 .
IB.55* First Amendment to Series A Preferred Stock Supplemental Purchase Agreement dated
March 18, 1996 between the Registrant and the Applied Computing Systems Institute
of Massachusetts, Inc.
J.L22+ Software License Agreement dated May 8. 1996 between the Registrant and HNC
Software Inc.
Computation of Earnings/(Loss) Per Share.
11.1 *
23.1
Consent of Ernst &Young LLP 1 Independent Auditors (see page 11-8)
23.2 * Consent of Counsel. Reference is made to Exhibit 5.1.
24.1 * Power of Attorney
License Agreement A-B4B2 between the Registrar and Ziff-Davis Publishing Company
l!l!..l
dated April 3B, 1996 ,
License Agreement A-0403 between the Registrant and Ziff-Davis Publishing Company
dated April 3B. 1996 .
Permission Letter to the Registrant from FORTUNE(R) dated April 19. 1996.
IB.52*

•

Previously filed •

+ Confidential treatment requested as to certain portions of these exhibits.
(B) FINANCIAL STATEMENT SCHEDULES
Schedule II Valuation and Qualifying Accounts
Schedules not listed above have been omitted because the information
required to be set forth therein is not applicable or is shown in the financial
statements or notes thereto.
ITEM 17_ UNDERTAKINGS
The Company hereby undertakes to provide to the Underwriters at the closing
specified in the Underwriting Agreement l certificates in such denominations and
registered in such names as required by the Underwriters to permit prompt
delivery to each purchaser.
Insofar as indemnification for liabilities ar1s1ng under the Securities Act
may be permitted to directors l officers and controlling persons of the Company
pursuant to the California Corporation Law, the Articles of Incorporation or the
~ of the Company, Indemnification Agreements entered into between the
Company and its officers and directors, the Underwriting Agreement l or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act l and is, therefore l unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer, or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered hereunder, the Company will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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Th@ Company hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of Prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of Prospectus filed by the Company pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of Prospectus shall
be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment to Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Palo
Alto, State of California, on this 10th day of June, 1996.
INFOSEEK CORPORATION
By: /s/

ROBERT E, L.

3CJHNSDN.

III

Rob@rt E, L, Jphnson. III
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
[ Enlarge/Download Table]
SIGNATURE

/5/

TITLE

ROBERT E. L. JOHNSON. III

( Robert E

/5/

L

JQhnsQn

III )

LEONARD J. LEBLANC

(Leonard J. LeBlanc )
STEVEN T. KIRSCH*
(Steven T. Kirsch)
H. DUBOSE MONTGOMERY*

President, Chief Executive
Officer, and Director (principal
Executive Officer)
Executive Vice President, Finance.
Chief Financial Officer and
Assistant Secretary (Principal
Financial and Accounting
Officer)
Director

DltTE

June 19. 1996
June 19. 1996

June 19. 1996
June 19. 1996

(H. DuBose Montgomery)
DLIVER D. CURME*

Director

June 19. 1996

(Dliver D. Curme)
JOHN E. ZEISLER*

Director

June

19. 1996

(John E. Zeisler)
MATTHEW J. STOVER*
*By:

Director

Director

Jyne

19. 1996

(Matthew J. Stover)
/5/ LEQNARQ 2, LEBLANC
Leonard J. LeBlanc
Attorney-in-fact
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CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the captions "SeLected

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FinanciaL Data" and N
Experts R and to the use of our report dated February 27,
1996 (except as to Note le~ as to which the date is May 15, 1996) in Amendment
No. 4 to the Registration Statement (Form S-l No. 333-4142) and related
Prospectus of Infoseek Corporation for the registration of 3~45e~eee shares of
common stock.

Our audits also included the financial statement schedule of Infoseek
Corporation listed on Item 16(b). This schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion based on our
audits. In our opinion~ the financial statement schedule referred to above~ when
considered in relation to the basic financial statements taken as a whole~
presents fairly in all material respects the information set forth therein.

ERNST & YOUNG LLP
San

Jose~

California

June 10, 1996

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SCHEDULE II
INFDSEEK CORPORATION
VALUATION AND QUALIFYING ACCOUNTS
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ALLotWICE fOR DOUBTfUL ACCOUNTS RECEIVABLE
ADDITIONS
CHANGED TO
COSTS AND
EXPENSES

BALANCE AT
BEGINNING
Of PERIOD

Period fro'~~::::it::
m
through 1!
Year ended December 31, 1994 ••••••
Year Ended D~c~mb~r 31 1995 " " "
Three months ended March 31,
1996 (unaudited) •••••••••••••

$

DEDlJCTIONSWRITE-OffS

$

$

BALANCE AT
END Of
PERIOD

$

41~500

7,887

41, see

41~See

49,387

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1612liX n'! lixt:lliln
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EXHIBIT
MJIIBER

EXHIBITS

SEQUENTIALLY
MlIfBERED
PAGE

Form of Underwriting Agreement <preliminary form> •••••••• ,""""""""
3,1* Articl~s of Incorpgratign of th~ R~gistrant , as amended to date""""",
3,2· Form of Amended and Restated Articles of Incorporation of the Registrant
to be filed prior to the closing of the Offering made pursuant to this
Registration Statement""""""""""""", •••••••• ,""""""""
3.3· Form of Amended and Restated Articles of Incorporation of the Registrant
to be filed after the closing of the Offering made pursuant to this
Registration Statement7
3.4· Bylaws of the Registrant , as amended .............•••••••• """""""",
3,5* Form of ~ of th~ R~gi5trant to be effective upon the effectiveness of
this Registration Statement""" ................•••••••• ,""""""""
4.1· Reference is made to Exhibits 3.1, 3.2, 3.3, 3.4 and 3.5 ••••••••••••••••••
Specimen Common Stock certificate"",,', ........•••••••• ,""""""""
Y
4.3· Third Amended and Restated Investors' Rights Agreement dated April 19,
1996 among th~ R~gi5trant and the investors and founders named therein ••••
4,4· Warrant Agreement between the Registrant and Venture Lending and Leasing~
Inc. dated as of October 7, 1995 ••••••••••••••••••••••••••••••••••••••••••
5,1* Opinion of Brobeck~ Phleger & Harrison LLP""", ........ ,""""""""
le.l· Infoseek Corporation Stock Option Plan, as amended on March 2e, 1996 ~
subject to qualification by the State of California •••••••••••••••••••••••
le,2* Infoseek Corporation 1996 Stock Option/Stock Issuance Plan""""""""
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19.3* Infoseek Corporation Employee Stock Purchase Plan ••••••••.................
19.4* Form of Offer letter among the Registrant and its officers ............... .
19.5* Form of Indemnification Agreement entered into between the Registrant and
its directors and officers .......................••••••••.................
19.6* Series A Preferred Stock Purchase Agreement dated February 25. 1994 among
the Registrant and the investors named therein, as amended March 3.
1994 •••••••••....................................••••••••.................
19.7* Series A Preferred Stock Supplemental Purchase Agreement dated Julv 22.
~ between the Registrant and the Applied Computing 5ystems Institute of
Massachusetts, Inc. . ............................••••••••.................
19.8* Series B Preferred Stock Purchase Agreement dated June 39. 1994 among the
Registrant and the investors named therein, as amended Jyly 7 1994 ...... .
19.9* Series C Preferred Stock Purchase Agreement dated May 4. 1995 among the
Registrant and the investors named therein, as amended Jyne 39. 1995 ••••••
19.19* Third Amended and Restated Agreement regarding co-sale dated April 19.
1996 among the Registrant and the investors and founders named therein ••••
19.11* Third Amended and Restated Co-Sale Agreement dated April 19 1996 among
the founder and the investors named therein ......••••••••.................
19.12* Amended and Restated Put Option Agreement dated May 4. 1995 among the
Registrant and the investors named therein .......••••••••.................
19.13* Founders Agreement dated February I. 1994 among the Registrant and the
founders named therein, as amended Jyne 39. 1994 .••••••••.................
19.14+ Series E Preferred Stock Purchase Agreement dated March 29. 1996 among the
Registrant and the investors named therein .......••••••••.................
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19.15*
10.16*

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Stock pyrchase Agreements dated Janyary 24. 1996 between the Registrant
and Robert E.L. Johnson III . ••••••••••••••••••••••••••••••••••••••••••••••
Employee Stock Purchase Agreement dated Janyary 39. 1996 between the
Registrant and Robert E.l. Johnson III ................................... .

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SEQUENTIALLY
MJIIIBERED
PAGE

EXHIBIT
EXHIBITS

MlIfBER

19.17* Employee Stock
Registrant and
19.1S* Employee Stock
Registrant and
19.19* Employee Stock
Registrant and

Purchase Agreement dated March 2S. 1996 between the
leonard J. leBlanc •••••••••••••••••••••••••••••••••••••••••
Purchase Agreement dated March 9. 1996 between the
John Nauman ••••••••••••••••••••••••••••••••••••••••••••••••
Purchase Agreement dated March 9 1996 between the
Craig Forman ......................••••••••.................
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19.29*
19.21*
1@ 22*
19.23*
19.24*
19.25*
~

19.27*+
19.2S*
19.29*+

lease Agreements dated December 13. 1993, November 7. 1995, January S.
1996 and January 18. 1996 between the Registrant and Spieker properties~
L.P ••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••
Standard Office Sublease dated May 39. 1995 between the Registrant and
Innovative Information Systems, Inc. • ••••••••••••••••••••••••••••••••••••
5tandard Fprm pf Office lease dated April 1996 the Registrant and
Richfield Investment Company . ...............••••••••......................
Software Development and Licensing Master Agreement dated July 8. 1994, as
amended on February 13. 1995 and April 24. 1995 between the Registrant and
Applied Computing Systems Institute of Massachusetts, Inc ••••••••••••••••
Software License Agreement between the Registrant and ADB Inc. dated
December 22. 1995, as amended April 19. 1996" " " " ..................... .
Internet Services and Products Master Agreement dated May 22. 1995 between
the Registrant and BBN Planet Corporation ... " " " " ..................... .
Internet Search Service Access Agreement dated August 23. 1995 between the
Registrant and Microsoft Corporation, as amended on pecember 18 1995 .....
Internet Search Service Access Agreement between the Registrant and NETCOM
Online Communication Services, Inc. dated October 13. 1995, as amended on
March 29. 1996 ..............................••••••••......................
Net Search Program -- Premier Provider Agreement between the Registrant
and Netscape Communications Corporation dated March 22. 1996, as amended
on that date ................................••••••••......................
Agreement between the Registrant and NetManage, Inc. dated November 29.
~

..................................................................... .

19.39*+ Software license and Distribution Agreement between the Registrant and
Personal library Software, Inc. dated June 17. 1994 •••••••••••••••••••••••
19.31+ XSoft/lnfoseek Software Distribution and License Agreement -- Lexicons~
dated March 31. 1996 between the Registrant and XSoft, a division of XEROX
Corporation •••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••
19.32* Customer Support Program Agreement for Infoseek among the Registrant and
SunService Corporation dated January I. 1996 ••••••••••••••••••••••••••••••
19.33* Purchase Orders dated March 21. 1996, February I. 1996 ~ December 1. 1995 ~
October 25. 1995 ~ October 6. 1995 between the Registrant and Sun
Microsystems, Inc. • ••••••••••••••••••••••••••••••••••••••••••••••••••••••
19.34* Form Consulting Services Agreement among the Registrant and its

Just 99th

consultants .................................••••••••......................
10.35+ letter of Agreement dated April 2. 1996 between the Registrant and HNC
50ftware Inc. • •••••••••••••••••••••••••••••••••••••••••••••••••••••••••••
10.36+ Agreement in Principle dated March 21. 1996 between the Registrant and HNC
Software Inc ...............................••••••••......................
10.37* Joint Marketing Agreement dated effective April 15. 1996 between the
Registrant and Sun Microsystems Inc. . ......••••••••......................
10.38*+ Online Service Agreement dated February 28. 1995 between the Registrant
and Reuters NewMedia, Inc., as amended Janyary 4. 1996 and April 19.
1996 ••••....................................••••••••......................
10.39* Redemption Agreement dated March 29. 1996 between the Regi$trant and NYNEX
Information Technologies Company ............••••••••......................
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10.40* Redemption Agreement dated April 12. 1996 among the Regi$trant and
Kanematsu Corporation, Kanematsu USA. Inc. and Kanematsu Computer Systems, Inc ..................................••••••••......................
10.41*+ Infoseek Corporation Advertising Agreement dated May]. 1996 to be
effective as of January 1. 1996 between the Registrant and
Margeotes-Fertitta partners, Inc ...........••••••••......................
Infoseek/NYNEX Agreement dated March 29 1996 between the Registrant and
NYNEX Information Technologies Company ...... " " " " ..................... .
l.l!.M+ Software license Agreement dated March 29. 1996 between the Registrant and
NYNEX Information Technologies Company ...... " " " " ..................... .
10.44* Out-of-Area Plan Master Group Policy dated January 1. 1996 between the
Registrant and lifeguard life Insurance Company •••••••••••••••••••••••••••
10.45* Infoseek Impressions Agreement -- Ad Exchange between the Registrant and
FreeLoader, Inc. dated March 8. 1996 ••••••••••••••••••••••••••••••••••••••
10.46+ Agreement between the Registrant and Verity. Inc. dated March 31. 1996 ....
10.47* Cooperation Agreement between the Registrant and Quarterdeck Corporation
dated April 2. 1996 •••••••••••••••••••••••••••••••••••••••••••••••••••••••
10.48+ Memorandum of Understanding between the Registrant and Kanematsu Corporation dated March 30. 1996 ...................••••••••......................
Marketing Alliance Agreement between the Registrant and Kanematsu Corporation dated April 11. 1996 ...................••••••••......................
Relationship Agreement between the Registrant and Reuters NewMedia Inc.
dated APril 19. 1996 ........................••••••••......................
10.51+ Memorandum of Understanding between the Registrant and lOG Communications
Inc. dated April 22. 1996 •••••••••••••••••••••••••••••••••••••••••••••••••
10.52* Loan Agreements between the Registrant and Venture Lending & Leasing, Inc.
dated October 5. 1995 and February 9. 1996 and related Note$ (Note No.
42-002 dated March 28 1996; Note No. 42-001 dated February 29 1996; Note
No. 27-002 dated November 39. 1995 and Note No. 27-001 dated October 11.
1995) between the Regi$trant and venture Lending & Leasing. Inc ••••••••••
10.53+ License and Software Distribution Agreement between the Registrant and HNC
Software Inc. dated April 25. 1996 ..........••••••••......................
10.54*+ Amendment No. 3 to Software Development and Licensing Master Agreement
between the Registrant and Applied Computing Systems Institute of
Massachusetts. Inc. dated March 18. 1996 ••••••••••••••••••••••••••••••••••
10.55* First Amendment to Series A Preferred Stock Supplemental Purchase
Agreement dated March 18. 1996 between the Registrant and the Applied
Computing Systems Institute of Massachusetts, Inc ••••••••••••••••••••••••
Software License Agreement dated May 8. 1996 between the Registrant and
HNC Software Inc ...........................••••••••......................
11.1 * Computation of Earnings/(Loss) Per Share ••••••••••••••••••••••••••••••••••
23.1 Consent of Ernst & Young LLP. Independent Auditors (see page 11-8) ....... .
23.2 * Consent of Counsel. Reference is made to Exhibit 5.1 ••••••••••••••••••••••
24.1 * power of Attgrney ...........................••••••••......................
license Agreement A-B492 between the Registrant and Ziff-Davis Publishing
99.1
Company dated April 39. 1996 ••••••••••••••••••••••••••••••••••••••••••••••
License Agreement A-B493 between the Registrant and Ziff-Davis Publishing
Company dated APril 39. 1996 ................••••••••......................
Permission Letter to the Registrant and Fortune(R) dated April 39
1996 ••••....................................••••••••......................

•

Previously filed •

+ Confidential treatment requested as to certain portions of these exhibits.

Dates Referenced Herein and Documents Incorporated By Reference
Referenced-On Page

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Filed On / Filed As Of 6/10/96
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