UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
| x |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the fiscal year ended December 31, 2002 |
OR
| ¨ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the transition period from to |
Commission File Number 0-25131
INFOSPACE, INC.
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation or organization) |
91-1718107 (IRS Employer Identification No.) |
601 108th Avenue NE, Suite 1200, Bellevue, Washington 98004
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code:
(425) 201-6100
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.0001 per share
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes x No ¨
The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing price of Common Stock on June 30, 2002 as reported by Nasdaq, was approximately $98.9 million. Shares of voting stock held by each officer and director and by each person who owns 5% or more of the outstanding voting stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
As of February 28, 2003, 31,145,717 shares of the registrant’s Common Stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates certain information by reference from the definitive proxy statement, as amended and supplemented, for the Annual Meeting of Stockholders held on May 20, 2003 (the “Proxy Statement”).
EXPLANATORY NOTE
This Annual Report on Form 10-K/A is being filed as Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2002. This Form 10-K/A is filed with the Securities and Exchange Commission solely for the purpose of restating our summary compensation table to correct certain clerical errors. This Form 10-K/A does not otherwise change or update the disclosures set forth in the Form 10-K as originally filed and does not otherwise reflect events occurring after the filing of the Form 10-K.
2
PART III
ITEM 11. Executive Compensation
Compensation of Executive Officers
The following table sets forth information concerning the compensation we paid to our most highly compensated executive officers during 2002:
Summary Compensation Table
| Name and Principal Position |
Fiscal Year |
Annual Compensation |
Long-Term Compensation Awards |
||||||||||||||
| Salary |
Bonus |
Restricted Stock Award(s) ($) |
Securities Underlying Options(#) |
All Other Compensation |
|||||||||||||
| James F. Voelker(1) |
2002 |
$ |
10,769 |
|
— |
|
— |
605,500 |
|
— |
| ||||||
| Chairman, Chief Executive Officer and former President |
|||||||||||||||||
| Naveen Jain(2) |
2002 |
$ |
273,250 |
$ |
41,340 |
|
— |
200,000 |
$ |
107,043 |
(3) | ||||||
| Former Chairman and Chief Executive Officer |
2001 2000 |
|
250,000 250,000 |
|
— — |
|
— — |
610,000 — |
|
670,927 — |
(4)
| ||||||
| Edmund O. Belsheim, Jr.(5) |
2002 |
$ |
250,000 |
$ |
33,125 |
|
— |
150,000 |
|
— |
| ||||||
| Chief Administrative Officer |
2001 2000 |
|
250,000 52,083 |
|
— — |
$
|
205,000 — |
297,500 40,000 |
$
|
490 — |
(6)
| ||||||
| Rasipuram V. (“Russ”) Arun(7) |
2002 |
$ |
187,500 |
$ |
26,500 |
|
— |
— |
$ |
837,333 |
(8) | ||||||
| Former Executive Vice President and Chief Technology Officer |
2001 2000 |
|
173,750 123,333 |
|
— — |
$
|
205,000 — |
185,000 49,000 |
|
6,369 — |
(9)
| ||||||
| York Baur(10) |
2002 |
$ |
184,375 |
$ |
23,187 |
|
— |
75,000 |
|
— |
| ||||||
| Former Executive Vice President, Wireline |
2001 |
|
54,407 |
|
— |
|
— |
60,000 |
|
— |
| ||||||
| Jan Claesson(11) |
2002 |
$ |
231,250 |
$ |
26,312 |
|
— |
75,000 |
|
— |
| ||||||
| Former Executive Vice President, Wireless |
2001 |
|
71,154 |
|
— |
|
— |
100,000 |
|
— |
| ||||||
| (1) | Mr. Voelker was appointed Chairman, Chief Executive Officer and President in December 2003. In April 2003, Kathleen Rae was appointed to succeed Mr. Voelker as President. |
| (2) | Mr. Jain’s employment with InfoSpace terminated in December 2002. |
| (3) | Consists of costs incurred by InfoSpace to provide security for Mr. Jain of $107,043. |
| (4) | Consists of $663,668 in costs incurred by InfoSpace to provide security for Mr. Jain, $6,769 for InfoSpace’s contribution to the Venture Fund prior to dissolution and $490 of reimbursed parking expenses. |
| (5) | During 2002, Mr. Belsheim served as Chief Operating Officer and President. |
| (6) | Consists of reimbursed parking expenses. |
| (7) | Mr. Arun’s employment with InfoSpace terminated in January 2003. |
| (8) | Consists of cash payment to cover tax liability resulting from forgiveness of debt. |
| (9) | Consists of $6,369 for InfoSpace’s contribution to the Venture Fund prior to dissolution. |
| (10) | Mr. Baur served as Executive Vice President, Wireline through April 2003 and remains employed with InfoSpace. |
| (11) | Mr. Claesson’s employment with InfoSpace terminated in April 2003. |
3
PART IV
ITEM 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
Item 15 is amended to add the following exhibits:
| Number |
Description | |
| 99.2 |
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
4
Principal Executive Officer
I, James F. Voelker, certify that:
| 1. | I have reviewed this annual report on Form 10-K, as amended, of InfoSpace, Inc. |
| 2. | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; and |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report. |
| Date: May 28, 2003 |
||||||||
| /s/ JAMES F. VOELKER | ||||||||
| James F. Voelker Chairman and Chief Executive Officer | ||||||||
Principal Financial Officer
I, David Rostov, certify that:
| 1. | I have reviewed this annual report on Form 10-K, as amended, of InfoSpace, Inc.; |
| 2. | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; and |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report. |
| Date: May 28, 2003 |
||||||||
| /s/ David Rostov | ||||||||
| David Rostov Chief Financial Officer | ||||||||
5
Pursuant to the requirements of Section 13 or 15(d), as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on the 28th of May 2003.
| INFOSPACE, INC. | ||
| By: |
/S/ JAMES F. VOELKER | |
| James F. Voelker, Chief Executive Officer and Chairman | ||
| Date: |
May 28, 2003 | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ JAMES F. VOELKER James F. Voelker |
Chairman and Chief Executive Officer (Principal Executive Officer) |
May 28, 2003 | ||
| /s/ DAVID ROSTOV David Rostov |
Chief Financial Officer (Principal Financial and Accounting Officer) |
May 28, 2003 | ||
| /s/ EDMUND O. BELSHEIM JR.* Edmund O. Belsheim Jr. |
Chief Administrative Officer and Director |
May 28, 2003 | ||
| /s/ JOHN E. CUNNINGHAM, IV* John E. Cunningham, IV |
Director |
May 28, 2003 | ||
Richard D. Hearney |
Director |
|||
| /s/ RUFUS W. LUMRY, III* Rufus W. Lumry, III |
Director |
May 28, 2003 | ||
Lewis M. Taffer |
Director |
|||
| /s/ GEORGE M. TRONSRUE III* George M. Tronsrue III |
Director |
May 28, 2003 | ||
Vanessa Wittman |
Director |
May 28, 2003 |
| *By: |
/s/ JOHN M. HALL | |
| John M. Hall Attorney-in-Fact |
6
INDEX TO EXHIBITS
| Number |
Description | |
| 99.2 |
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |