1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OF 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
JULY 19, 2000
CNET NETWORKS, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-20939 13-3696170
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
150 CHESTNUT STREET,
SAN FRANCISCO, CALIFORNIA 94111
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code:
(415) 395-7800
Page 1 of 5
2
ITEM 5. OTHER EVENTS.
MERGER AGREEMENT WITH ZIFF-DAVIS
On July 19, 2000, CNET Networks, Inc. and Ziff-Davis Inc. jointly announced that
they had entered into a definitive merger agreement. The merger agreement
provides for the merger of a subsidiary of CNET with and into Ziff-Davis with
Ziff-Davis surviving the merger.
As a result of the merger, each share of ZD common stock (NYSE: ZD) will convert
into 0.3397 shares of our common stock (NASDAQ: CNET) and each share of ZDNet
common stock (NYSE: ZDZ) will convert into 0.5932 shares of our common stock. We
expect to close the merger in the fourth quarter of 2000.
The merger agreement contains customary closing conditions, including approval
from the stockholders of both companies and termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Softbank, which
owns a majority of the voting stock in Ziff-Davis, and members of CNET
management who together own about 20% of our voting stock, have agreed to vote
for the transaction. We include as exhibits to this Form 8-K copies of the
merger agreement, a voting agreement and a stockholders agreement between
Softbank and CNET, a voting agreement between the chairman of CNET and
Ziff-Davis, a voting agreement between the CEO of CNET and Ziff-Davis and a July
19, 2000 press release we and CNET jointly released, and we incorporate those
documents by reference into this Form 8-K.
CAUTIONARY LEGEND REGARDING FORWARD-LOOKING STATEMENTS
This Form 8-K includes forward-looking information and statements that are
subject to risks and uncertainties that could cause actual results to differ
materially. These statements are often identified by words such as "expect",
"anticipated" and "intend."
Statements regarding the expected date of completion of the transaction are
subject to the risk that the closing conditions will not be satisfied, including
the risk that Ziff-Davis will not complete the spin-off of its events business,
that regulatory approvals will not be obtained or that the stockholders of CNET
will not approve the merger.
Statements regarding the expected benefits of the transaction and the company's
expected revenues and EBITDA margins are subject to the following risks: that
expected synergies will not be achieved; that the businesses will not be
integrated successfully; that merger costs will be greater than expected; the
inability to identify, develop and achieve success for new products, services
and technologies; increased competition and its effect on the company's pricing
and need for marketing; the inability to establish or renew relationships with
commerce, advertising, marketing, technology, and content providers, and to the
general risks associated with the companies' businesses. For risks about CNET's
business see its Form 10-K for the year-ended December 31, 1999 and subsequent
Forms 10-Q and Forms 8-K, and for risks about Ziff-Davis's business, see its
Form 10-K for the-year ended December 31, 1999 and subsequent Forms 10-Q
Page 2 of 5
3
and Forms 8-K, as well as its definitive proxy statement dated February 7, 2000
and other SEC filings.
Investors and security holders are urged to read the joint proxy
statement/prospectus regarding the merger when it becomes available because it
will contain important information. The joint proxy statement/prospectus will be
filed with the Securities and Exchange Commission by CNET and Ziff-Davis.
Investors and security holders may obtain a free copy of the joint proxy
statement/prospectus (when it is available) and other documents filed by CNET
and Ziff-Davis at the Commission's web site at www.sec.gov. The joint proxy
statement/prospectus and these other documents may also be obtained for free
from the parties.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) [Not Applicable.]
(b) [Not Applicable.]
(c) Exhibits.
The exhibits listed below and in the accompanying Exhibit Index are
filed as part of this Current Report on Form 8-K.
EXHIBIT NO. TITLE
----------- -----
2.1 Agreement and Plan of Merger, dated as of July 19, 2000, among
Ziff-Davis, the Company and Merger Sub.
99.1 Press Release, dated as of July 19, 2000, of the Company.
99.2 Stockholder Agreement, dated as of July 19, 2000, among the
Company, Softbank America Inc. and Softbank Corp.
99.3 Voting Agreement, dated as of July 19, 2000, among the
Company, Softbank America Inc. and Merger Sub.
99.4 Voting Agreement, dated as of July 19, 2000, between
Ziff-Davis and Shelby Bonnie.
99.5 Voting Agreement, dated as of July 19, 2000, between
Ziff-Davis and Halsey M. Minor.
Page 3 of 5
4
SIGNATURE
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: July 21, 2000
CNET NETWORKS, INC.
By: /s/ DOUGLAS WOODRUM
-------------------------------------
Name: Douglas Woodrum
Title: Chief Financial Officer
Page 4 of 5
5
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
2.1 Agreement and Plan of Merger, dated as of July 19, 2000, among
Ziff-Davis, the Company and Merger Sub.
99.1 Press Release, dated as of July 19, 2000, of the Company.
99.2 Stockholder Agreement, dated as of July 19, 2000, among the
Company, Softbank America Inc. and Softbank Corp.
99.3 Voting Agreement, dated as of July 19, 2000, among the Company,
Softbank America Inc. and Merger Sub.
99.4 Voting Agreement, dated as of July 19, 2000, between Ziff-Davis and
Shelby Bonnie.
99.5 Voting Agreement, dated as of July 19, 2000, between Ziff-Davis and
Halsey M. Minor.
Page 5 of 5