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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
March 10, 2000 (February 29, 2000)
CNET Networks, Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware 0-20939 13-3696170
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(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION)
150 Chestnut Street, San Francisco, California 94111
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code:
(415) 395-7800
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Effective February 29, 2000, CNET Networks, Inc. (the "Registrant"),
acquired mySimon inc., a California corporation ("mySimon"), through the merger
of CNET Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of
the Registrant ("Merger Sub") with and into mySimon. In connection with the
acquisition, the Registrant will issue a total of 11,090,655 shares of its
common stock, having a value of approximately $736 million, to the shareholders
of mySimon. The number of shares to be issued was calculated by dividing the
value of mySimon, on a fully-diluted basis and as agreed upon by the parties, by
the average closing price of the Registrant's common stock as quoted on the
Nasdaq National Market and as reported in the Wall Street Journal for the ten
days prior to January 19, 2000, the date of the execution of the Agreement and
Plan of Merger (the "Merger Agreement"). The mySimon acquisition is a pooling of
interests transaction. MySimon is a provider of comparison shopping information
on the Internet. For more information with respect to the terms of the mySimon
acquisition, reference is made to the Agreement and Plan of Merger dated as of
January 19, 2000, by and among the Registrant, Merger Sub, and mySimon, which
was filed as Exhibit 2.1 to the Registrant's Current Report on Form 8-K dated
January 24, 2000, and is incorporated herein by reference.
ITEM 5. OTHER EVENTS.
Effective February 29, 2000, the Registrant has changed its corporate
name from CNET, Inc. to CNET Networks, Inc. For more information with respect to
the Registrant's name change, reference is made to the press release attached as
Exhibit 99.1 hereto, which is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a)(1) Financial Statements
In accordance with paragraph (a)(4) of Item 7 of Form 8-K, the
historical financial statements required in connection with the mySimon
acquisition are not included in this initial report but will be filed not later
than 60 days after the date hereof.
(b) Proformas
In accordance with paragraph (b)(2) of Item 7 of Form 8-K, the pro
forma financial information required in connection with the mySimon acquisition
is not included in this initial report but will be filed not later than 60 days
after the date hereof.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of January 19, 2000,
by and among the Registrant, Merger Sub, and mySimon.*
(Filed as Exhibit 2.1 to the Registrant's Current Report on
Form 8-K dated January 24, 2000, and incorporated herein by
reference.)
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99.1 Press Release dated March 1, 2000.
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* The schedules to this agreement were omitted in reliance upon
Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish a copy
of any omitted schedule to the Commission upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: March 10, 2000 CNET NETWORKS, INC.
By: /s/ DOUGLAS N. WOODRUM
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Douglas N. Woodrum
Executive Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of January 19, 2000, by
and among the Registrant, Merger Sub and mySimon. (Filed as
Exhibit 2.1 to the Registrant's Current Report on Form 8-K dated
January 24, 2000, and incorporated herein by reference.)
99.1 Press Release dated March 1, 2000.