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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):
October 22, 1999 (October 7, 1999)
CNET, 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
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(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 October 7, 1999, CNET, Inc. (the "Registrant" or the
"Company") acquired SavvySearch Limited, a Massachusetts corporation ("Savvy"),
for a total purchase price of approximately $22 million, through a merger of
Savvy into the Company (the "Merger"). In connection with the Merger, the
Company issued 307,489 shares of its common stock, having a value of
approximately $17.6 million, to Daniel Dreilinger, Sean Dreilinger, Chong-Min
Hong, Charles Dreilinger and Robert Carroll, the stockholders of Savvy (the
"Stockholders"). The number of shares issued to the Stockholders was based on
the average closing price of the Registrant's common stock on the NASDAQ
National Market, as reported in the West Coast Edition of the Wall Street
Journal for the five trading days immediately prior to October 7, 1999. In
addition, at the closing of the Merger the Company paid the Stockholders
approximately $4.4 million in cash from money market accounts maintained by the
Company. The purchase price was agreed upon by negotiation among the parties.
Savvy is a provider of metasearch services. For more information with respect to
the terms of the Merger, reference is made to the Agreement and Plan of Merger
attached as Exhibit 2.1 to this report, which is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of October 7, 1999, by
and among CNET, Inc., SavvySearch Limited and each of the
stockholders of SavvySearch Limited*
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* The schedules to this agreement have been omitted in reliance upon
Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish
supplementally 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: October 22, 1999 CNET, INC.
By: /s/ DOUGLAS N. WOODRUM
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Douglas N. Woodrum
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 October 7, 1999, by
and among CNET, Inc., SavvySearch Limited and the stockholders
of SavvySearch Limited