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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q/A
AMENDMENT NO. 1 TO THE QUARTERLY REPORT
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. For the quarterly period ended SEPTEMBER 29,
2001.
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or
[_] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. For the transition period from _____to _____.
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Commission File Number 0-16611
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GLOBAL SPORTS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 04-2958132
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1075 FIRST AVENUE, KING OF PRUSSIA, PA 19406
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(Address of principal executive offices) (Zip Code)
610-265-3229
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(Registrant's telephone number,
including area code)
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 the number of shares outstanding of each of the issuer's classes of
common stock, as of October 29, 2001:
Common Stock, $.01 par value 37,193,091/(1)/
(Title of each class) (Number of Shares)
(1) Excludes approximately 37,000 shares of the registrant's Common Stock which
are issuable to former shareholders of Fogdog, Inc. in connection with the
registrant's acquisition of Fogdog, but which, as of October 29, 2001, had
not yet been issued.
PURPOSE OF AMENDMENT
The Registrant previously filed certain of its material contracts as
exhibits to its Quarterly Report on Form 10-Q for the nine-month period ended
September 29, 2001. The Registrant requested confidential treatment as to
certain portions of certain of the contracts. The Registrant hereby amends Item
6 of its Quarterly Report on Form 10-Q for the quarterly period ended September
29, 2001, as set forth in the pages attached hereto.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
Exhibit No. Description
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2.1/(1)/ Agreement and Plan of Merger and Reorganization,
dated as of September 13, 2001, among Global Sports,
Inc., a Delaware corporation, Ruby Acquisition
Corp., a Delaware corporation, and Ashford.com,
Inc., a Delaware corporation.
2.2/(1)/ Form of Voting Agreement, dated as of September 13,
2001, entered into between Global Sports, Inc., a
Delaware corporation, and certain stockholders of
Ashford.com, Inc., a Delaware corporation.
4.1(3) Form of Investor Warrant.
4.2(3) Form of Partner Warrant.
10.1/(2)/ Stock Purchase Agreement, dated as of July 20, 2001,
by and among Global Sports, Inc., Michael G. Rubin
and Interactive Technology Holdings, LLC.
10.2+ License and E-Commerce Agreement, dated July 6,
2001, by and among Global Sports Interactive, Inc.,
The Sports Authority, Inc. and The Sports Authority
Michigan, Inc.
10.3+ E-Commerce Agreement, dated as of August 10, 2001,
by and between Global Sports Interactive, Inc.,
Bluelight.com LLC and Kmart Corporation.
99.1/(2)/ Letter Agreement, dated as of July 20, 2001, among
Global Sports, Inc., Interactive Technology
Holdings, LLC, SOFTBANK Capital Partners LP and
SOFTBANK Capital Advisors Fund LP.
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/(1)/ Incorporated by reference to the Company's Current Report on Form
8-K dated September 13, 2001.
/(2)/ Incorporated by reference to the Company's Current Report on Form
8-K dated July 13, 2001.
(3) Previously filed on Form 10-Q for the nine-month period ended
September 29, 2001.
+ Confidential treatment has been requested as to certain portions
of this exhibit. The omitted portions have been separately filed
with the Securities and Exchange Commission.
(b) REPORTS ON FORM 8-K
The Company completed the acquisition of Fogdog, Inc. on December
28, 2000. On July 24, 2001, the Company filed a Current Report on Form 8-K to
include the consent of PricewaterhouseCoopers LLP ("PWC"), Fogdog's accountants,
to the incorporation by reference into
certain of the Company's registration statements of PWC's report dated January
31, 2000 on the financial statements of Fogdog contained in the Company's
Current Report on Form 8-K filed on January 12, 2001.
The Company filed a Current Report on Form 8-K on August 27, 2001 reporting
that the Company completed the sale of 3,000,000 shares of its common stock to
Interactive Technology Holdings, LLC ("ITH") at a purchase price of $10.00 per
share for an aggregate purchase price of $30,000,000 and that Michael G. Rubin,
Chairman of the Board, President and Chief Executive Officer of the Company,
sold 1,000,000 shares of the Company's common stock to ITH at a purchase price
of $10.00 per share for an aggregate purchase price of $10,000,000.
The Company filed a Current Report on Form 8-K on September 18, 2001
reporting that the Company entered into a merger agreement to acquire all of the
outstanding shares of Ashford.com, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment to be signed on its behalf by the
undersigned, hereunto duly authorized.
GLOBAL SPORTS, INC.
DATE: February 5, 2002 By: /s/ Jordan M. Copland
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Jordan M. Copland
Executive Vice President &
Chief Financial Officer