UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CNET Networks, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
125945-10-5
(CUSIP Number)
RONALD FISHER STEPHEN A. GRANT, ESQ.
SOFTBANK HOLDINGS INC. SULLIVAN & CROMWELL
1188 CENTRE STREET 125 BROAD STREET
NEWTON CENTER, MA 02459 NEW YORK, NY 10004
(617) 928-9300 (212) 558-4000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 17, 2000
(Date of Event which Requires Filing of this Statement)
If a filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(continued on following pages)
CUSIP NO. 125945-10-5 13D PAGE 2 OF 20 PAGES
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SOFTBANK America Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
8 SHARED VOTING POWER
BENEFICIALLY 24,329,094
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
10 SHARED DISPOSITIVE POWER
REPORTING 24,329,094
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
24,329,094
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.1%
14 TYPE OF REPORTING PERSON
HC, CO
* See Item 6.
CUSIP NO. 125945-10-5 13D PAGE 3 OF 20 PAGES
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SOFTBANK Holdings Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]*
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
8 SHARED VOTING POWER
BENEFICIALLY 24,329,313
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
10 SHARED DISPOSITIVE POWER
REPORTING 24,329,313
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
24,329,313
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.1%
14 TYPE OF REPORTING PERSON
HC, CO
* See Item 6.
CUSIP NO. 125945-10-5 13D PAGE 4 OF 20 PAGES
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SOFTBANK Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]*
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
NUMBER OF 7 SOLE VOTING POWER
SHARES
8 SHARED VOTING POWER
BENEFICIALLY 24,329,313
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
10 SHARED DISPOSITIVE POWER
REPORTING 24,329,313
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
24,329,313
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.1%
14 TYPE OF REPORTING PERSON
HC, CO
* See Item 6.
CUSIP NO. 125945-10-5 13D PAGE 5 OF 20 PAGES
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Masayoshi Son
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]*
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
8 SHARED VOTING POWER
BENEFICIALLY 24,329,313
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
10 SHARED DISPOSITIVE POWER
REPORTING 24,329,313
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
24,329,313
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.1%
14 TYPE OF REPORTING PERSON
IN
* See Item 6.
CUSIP NO. 125945-10-5 PAGE 6 OF 20 PAGES
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the common stock, par value
$0.0001 per share (the "Common Stock"), of CNET Networks, Inc., a Delaware
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 150 Chestnut Street, San Francisco, California 94111.
Item 2. Identity and Background.
Softbank America Inc. ("SB America"), a Delaware corporation, is a wholly
owned subsidiary of SOFTBANK Holdings Inc. ("SBH"), a Delaware corporation,
which is a wholly owned subsidiary of SOFTBANK Corp. ("Softbank"), a Japanese
corporation, which, as of September 8, 2000, was approximately 38.27% owned by
Mr. Masayoshi Son, a Japanese citizen. SB America, SBH, Softbank and Mr. Son are
referred to herein as "Reporting Persons". Presently, Mr. Son's principal
occupation is president and chief executive officer of Softbank. The principal
business of each of SB America and SBH is to serve as a holding company for
operations and investments of Softbank. The business address of SB America is
300 Delaware Avenue, Suite 900, Wilmington, DE 19801; of SBH is 1188 Centre
Street, Newton Center, MA 02459; and of Softbank and Mr. Son is c/o SOFTBANK
Corp., 24-1 Nihonbashi-Hakozakicho, Chuo-Ku, Tokyo 103-8501, Japan. Softbank's
principal businesses include the provision of information and distribution
services and infrastructure for the digital information industry, the
distribution of computer software and network products and the publication of
Japanese computer technology magazines.
None of the Reporting Persons, nor, to the best knowledge and belief of SB
America, SBH and Softbank, any of such entities' respective executive officers
or directors, has during the last five years been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Annexes A-1, A-2 and A-3 hereto set forth with respect to each executive
officer and director of SB America, Softbank and SBH, respectively, the
following information: (i) name, (ii) residence or business address, (iii)
present principal occupation or employment and the name, principal business and
address of any corporation or other organization in which such employment is
conducted and (iv) citizenship.
CUSIP NO. 125945-10-5 PAGE 7 OF 20 PAGES
Item 3. Source and Amount of Funds or Other Consideration.
The source and amount of funds for the shares of Common Stock to which this
Statement relates was 71,620,000 shares of Ziff-Davis, Inc. Z-D Common Stock,
par value $0.01 per share ("ZD Common Stock"). Such shares of Z-D Common Stock
were exchanged for the shares of Common Stock to which this Statement relates in
accordance with the Agreement and Plan of Merger (the "Merger Agreement"), dated
as of July 19, 2000, among Ziff-Davis Inc. ("Ziff-Davis"), a Delaware
corporation, the Issuer and TD Merger Sub, Inc. ("Merger Sub"), a Delaware
corporation and a wholly owned subsidiary of the Issuer, pursuant to which
Ziff-Davis became a wholly owned subsidiary of the Issuer (the "Merger") on
October 17, 2000 (the "Effective Time").
Item 4. Purpose of the Transaction.
The purpose of the acquisition of the Common Stock by the Reporting Persons
was for investment, subject to the Stockholder Agreement (the "Stockholder
Agreement"), dated as of July 19, 2000, among the Issuer, SB America and
Softbank, which is described in Item 6 below, and to accomplish the acquisition
of Ziff-Davis by the Issuer as contemplated by the Merger Agreement. In
accordance with the terms of the Merger Agreement, each share of Z-D Common
Stock owned by the Reporting Persons at the Effective Time was exchanged for
0.3397 of a share of Common Stock. As a result of the consummation of the
Merger, SB America directly owns 18.1% of the issued and outstanding Common
Stock and SBH, Softbank and Mr. Son have beneficial ownership of that percentage
of such Common Stock.
Pursuant to the terms of the Merger Agreement and the Stockholder
Agreement, SB America has the right to designate one nominee, who shall be
reasonably acceptable to the Board of Directors (the "Board") of the Issuer, to
stand for election to the Board. Also pursuant to the Merger Agreement, if the
Board is expanded from eight to nine Directors prior to the first anniversary of
the Effective Time, one vacancy on the Board will be filled by a designee
appointed by the Board who is reasonably acceptable to SB America. For a
description of the Stockholder Agreement, see Item 6 below.
As a condition to the Issuer's entering into the Merger Agreement, SB
America entered into the Voting Agreement, dated as of July 19, 2000, among the
Issuer, SB America and Merger Sub, pursuant to which SB America voted the shares
of Z-D Common Stock that it owned for approval of the Merger Agreement at the
Special Meeting of the Stockholders of Ziff-Davis that was held on October 13,
2000 for the purpose of voting on approval the Merger Agreement.
CUSIP NO. 125945-10-5 PAGE 8 OF 20 PAGES
Each Reporting Person expects to evaluate on an ongoing basis the financial
condition, business operations and prospects, market price of the Common Stock,
conditions in securities markets generally, general economic and industry
conditions and other factors. Accordingly, each Reporting Person reserves the
right to change its plans and intentions at any time, as it deems appropriate.
In particular, each Reporting Person may, at any time and from time to time:
acquire additional shares of Common Stock or securities convertible or
exchangeable for Common Stock; dispose of shares of Common Stock; and/or enter
into privately negotiated derivative transactions with institutional
counterparties to hedge the market risk of some or all of its positions in the
Common Stock. Any such transactions may be effected at any time and from time to
time through open market purchases, one or more tender offers, privately
negotiated transactions or otherwise, subject in each case to any applicable
limitations of the Securities Act of 1933, as amended (the "Securities Act"),
and the contractual restrictions described in Item 6 below. To the knowledge of
each Reporting Person, each of the persons listed on Annexes A-1, A-2 and A-3
hereto may make the same evaluation and reserves the same rights.
The Reporting Persons view their relationship with the Issuer as strategic
and intend to actively support the business strategies developed by the Board
and to bring to the Issuer's attention business transactions, including
extraordinary corporate transactions, that the Reporting Persons believe may be
of interest to the Issuer. These transactions could involve potential changes in
the Board, management, capitalization, dividend policy, business or corporate
structure, charter, by-laws or instruments corresponding thereto of the Issuer
and other matters that could arise in material business transactions.
As of the date of the filing of this Statement, none of the Reporting
Persons, nor, to the best knowledge and belief of SB America, SBH and Softbank,
any of such entities' respective executive officers or directors, has any other
plan or proposal which relates to or would result in any of the actions
specified in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
The percentage interest held by the Reporting Persons presented below is
based on the number of shares of Common Stock reported by the Issuer to the
Reporting Persons as outstanding at the Effective Time, after giving effect to
the issuance of shares of Common Stock pursuant to the Merger Agreement.
CUSIP NO. 125945-10-5 PAGE 9 OF 20 PAGES
SB America is a wholly owned subsidiary of SBH, which is a wholly owned
subsidiary of Softbank. Mr. Son is the President and Chief Executive Officer of
Softbank and owns an approximately 38.27% interest in Softbank. Accordingly,
securities owned by SB America may be regarded as being owned beneficially by
SBH; securities owned by SBH may be regarded as being owned beneficially by
Softbank; and securities owned by Softbank may be regarded as being owned
beneficially by Mr. Son. Each such reporting person may be deemed to
beneficially own 24,329,094 shares of Common Stock, representing approximately
18.1% of the shares of the Common Stock outstanding as of the Effective Time. In
addition, SBH, Softbank and Mr. Son may be deemed to beneficially own 219 shares
of Common Stock that are owned by SOFTBANK Kingston, Inc., an affiliate of such
Reporting Persons.
Each Reporting Person shares the power to vote or direct the vote and
dispose or direct the disposition of the Common Stock beneficially owned by such
Reporting Person.
In addition to the shares of Common Stock owned beneficially by the
Reporting Persons, the Reporting Persons understand that, as of the date of the
filing of this Statement, Ronald D. Fisher, Vice Chairman and Director of SB
America, Vice Chairman of SBH and Director of Softbank, may be deemed to
beneficially own 1,698 shares of Common Stock indirectly, and Thomas L. Wright,
Vice President and Treasurer of SBH, owns 2,547 shares of Common Stock directly.
The Reporting Persons disclaim beneficial ownership of these shares of Common
Stock.
To the knowledge of the Reporting Persons, Mr. Wright has the sole power to
vote or to direct the vote and sole power to dispose of or direct the
disposition of the shares of Common Stock owned directly by him, and Mr. Fisher
shares the power to vote or direct the vote and dispose or direct the
disposition of the shares of Common Stock for which he has indirect beneficial
ownership.
CUSIP NO. 125945-10-5 PAGE 10 OF 20 PAGES
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
In connection with the Merger, SB America and Softbank entered into the
Stockholder Agreement and SB America entered into two side letters (each a "Side
Letter"), dated as of July 19, 2000, one with Shelby Bonnie, Chief Executive
Officer of the Issuer, and one with Halsey Minor, Chairman of the Board of
Directors of the Issuer. Each such agreement made with respect to the Common
Stock is described in greater detail below.
The Stockholder Agreement
Pursuant to the Stockholder Agreement, the Issuer agreed to appoint one
designee of SB America as a Director of the Issuer, subject to the reasonable
approval of a majority of the members of the Board. Eric Hippeau has been
appointed to serve as SB America's designee on the Board, effective as of the
Effective Time. SB America has the right to appoint one member, or designate a
nominee for election, to the Issuer's Board, subject to the reasonable approval
of a majority of the Board, for as long as SB America and its subsidiaries own
at least 7.5% of the Issuer's Common Stock. As long as SB America has the right
to designate at least one nominee to the Board, each committee of the Board
(other than the audit and compensation committees and any committee established
due to a SB America conflict of interest) shall at all times include at least
one designee of SB America.
Subject to certain exceptions, during the standstill period described below
SB America, Softbank and each of their subsidiaries are restricted from:
o offering to acquire any businesses or assets of the Issuer having a
fair market value in excess of 10% of the Issuer's assets
o owning more than 20% of the Issuer's Common Stock
o making or participating in any solicitation of proxies to vote Issuer
voting securities
CUSIP NO. 125945-10-5 PAGE 11 OF 20 PAGES
o joining a group with respect to the ownership or voting of any Issuer
voting securities, other than a group that consists solely of SB
America, Softbank or their direct or indirect subsidiaries
o financing any third party's purchase of voting securities of the
Issuer
o proposing or assisting any person in connection with a merger or other
change of control transaction relating to the Issuer
o nominating any person as a Director of the Issuer (other than the
Director nominee to which SB America is entitled) or proposing any
matter to be voted on by the stockholders of the Issuer, or
o soliciting, initiating or encouraging any affiliate of SB America or
Softbank to take any action that SB America or Softbank is prohibited
from taking.
The standstill period is the period ending on the earliest of the
following:
o October 17, 2004
o the date on which a change of control of the Issuer occurs or the
Issuer enters into a definitive agreement providing for a change in
control of the Issuer
o the date on which a third party tender offer is commenced for a
majority of the Issuer's Common Stock, other than an offer by SB
America or Softbank or its affiliates, or
o the date on which SB America or Softbank owns less than 7.5% of the
Issuer's voting securities.
The standstill period is subject to reinstatement if the circumstances
relating to a change in control of the Issuer or a third party tender offer are
no longer present and certain other conditions are satisfied.
During the 180-day period after the Merger, SB America may not transfer any
Issuer Common Stock owned by it or enter into any hedging transaction relating
to such stock other than transfers:
CUSIP NO. 125945-10-5 PAGE 12 OF 20 PAGES
o to a subsidiary of SB America or Softbank that agrees to be bound by
the Stockholder Agreement
o with the consent of the Issuer
o pursuant to a third party tender offer that is either recommended by
the Board or is not prohibited by any Issuer stockholder rights plan,
or
o pursuant to a merger, consolidation or reorganization to which the
Issuer is a party.
During the period commencing on the 180-day anniversary of the Effective
Date and ending on the earlier of October 17, 2004 or the date on which SB
America or Softbank owns less than 7.5% of the Issuer's voting securities, SB
America may not transfer Common Stock owned by it other than transfers:
o to a subsidiary of Softbank that agrees to be bound by the Stockholder
Agreement
o with the consent of the Issuer
o pursuant to a third party tender offer that is either recommended by
the Board or is not prohibited by any Issuer stockholder rights plan
o pursuant to a merger, consolidation or reorganization to which the
Issuer is a party
o in an underwritten public offering pursuant to Rule 144 or Rule 145
under the Securities Act, as long as such transfers are not made to
any person that would own more than 7.5% of the Issuer's Common Stock.
In addition, the amount of all such transfers in any three-month
period cannot exceed 2.5% of the shares of the Issuer's Common Stock
outstanding at the beginning of that period, or
o in private sales not made through any securities exchange, as long as
the purchaser is not acquiring the shares for resale and will not own
more than 7.5% of the Issuer's Common Stock.
Commencing on the six-month anniversary of the Effective Date and subject
to certain restrictions, the Reporting Persons may make up to four demands for
CUSIP NO. 125945-10-5 PAGE 13 OF 20 PAGES
registration under the Securities Act of their shares of Common Stock for sale
in underwritten offerings. In addition, subject to customary limitations, the
Reporting Persons will have the right to require that their shares be included
in other underwritten offerings of the Common Stock. The Issuer will pay all
expenses related to any such registration other than underwriting discounts and
commissions and transfer taxes, if any. The Issuer will also indemnify the
Reporting Persons against various liabilities associated with such registration.
The Side Letters
Pursuant to Instructions for Cover Page (2) to this Statement, the
following paragraph is a description of the relationship among SB America and
Messrs. Bonnie and Minor under the Side Letters but is not an affirmation by the
Reporting Persons of the existence of a group for purposes of Section 13(d)(3)
or Section 13(g)(3) of the Exchange Act and Rule 13d-5(b)(1) thereunder.
Pursuant to the respective Side Letters executed by Messrs. Bonnie and
Minor, each of Mr. Bonnie and Mr. Minor have agreed that, from the Effective
Time until such time as SB America is no longer entitled to designate a nominee
to the Board pursuant to the Stockholder Agreement, he will vote the shares of
the Issuer's voting securities that he owns in favor of the person designated by
SB America to stand for election to the Board, in each election of the Board at
which such a SB America designee is nominated for election.
The summary descriptions of the above agreements contained in this
Statement are qualified in their entirety by reference to the complete texts of
such agreements, which are filed as exhibits hereto and incorporated by
reference into this Item 6.
Except as described in this Statement, or in the exhibits hereto, none of
the Reporting Persons, nor, to the best knowledge and belief of SB America, SBH
and Softbank, any of such entities' respective directors or executive officers,
is a party to any other contract, arrangement, understanding or relationship
with respect to any securities of the Issuer.
Item 7. Material to be filed as Exhibits.
1. Stockholder Agreement, dated as of July 19, 2000, among the Issuer, SB
America and Softbank (incorporated by reference to Exhibit 99.2 of
CUSIP NO. 125945-10-5 PAGE 14 OF 20 PAGES
the Current Report on Form 8-K of the Issuer, filed by the Issuer on July
21, 2000 (File No. 000-20939)).
2. Side Letter, dated as of July 19, 2000, between Shelby Bonnie and SB
America.
3. Side Letter, dated as of July 19, 2000, between Halsey Minor and SB
America.
4. Joint Filing Agreement.
5. Powers of Attorney (incorporated by reference to the Statement on Schedule
13D filed by Softbank, Mr. Son and SOFTBANK Ventures, Inc. on February 17,
1998 with respect to the common stock of Concentric Network Corporation).
CUSIP NO. 125945-10-5 PAGE 15 OF 20 PAGES
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: October 27, 2000
SOFTBANK AMERICA INC.
By:/s/ Stephen A. Grant
Secretary
SOFTBANK HOLDINGS INC.
By:/s/ Stephen A. Grant
Secretary
SOFTBANK CORP.
By:/s/ Stephen A. Grant
Attorney-in-fact
MASAYOSHI SON
By:/s/ Stephen A. Grant
Attorney-in-fact
CUSIP NO. 125945-10-5 PAGE 16 OF 20 PAGES
ANNEX A-1
The name, position and present principal occupation of each director and
executive officer of SB America is set forth below.
The business address for SB America and each of the executive officers and
directors listed below is SOFTBANK America Inc., 300 Delaware Avenue, Suite 900,
Wilmington, DE 19801.
All executive officers and directors listed below are United States citizens,
except Mr. Son, Hitoshi Hasegawa and Yoshitaka Kitao, who are citizens of Japan.
Name Position Present Principal Occupation
Masayoshi Son Chairman and Director President and Chief Executive
Officer of Softbank
Yoshitaka Kitao Director Executive Vice President and
Chief Financial Officer of
Softbank
Ronald Fisher Vice Chairman and Vice Chairman of SBH
Director
Steven Murray Treasurer Treasurer of SOFTBANK Capital
Partners Investment Inc.
Hitoshi Hasegawa Secretary General Counsel of Softbank
CUSIP NO. 125945-10-5 PAGE 17 OF 20 PAGES
ANNEX A-2
The name, position and present principal occupation of each director and
executive officer of Softbank is set forth below.
The business address of Softbank and each of the executive officers and
directors listed below is Softbank Corp., 24-1 Nihonbashi-Hakozakicho, Chuo-Ku,
Tokyo 103-8501, Japan.
All executive officers and directors listed below are Japanese citizens, except
Ronald Fisher, who is a citizen of the United States.
Name Position Present Principal Occupation
Masayoshi Son President, President and Chief Executive
Chief Executive Officer Officer of Softbank
and Director
Yoshitaka Kitao Executive Vice Executive Vice President and
President, Chief Chief Financial Officer of
Financial Officer and Softbank
Director
Ken Miyauchi Executive Vice President and Director of
President, SOFTBANK Commerce Corp.
Software & Network
Products Division and
Director
Den Fujita Director Director of Softbank; President
of McDonald's Co. (Japan), Ltd.
Kenichi Ohmae Director Director of Softbank; President
of Ohmae & Associates
CUSIP NO. 125945-10-5 PAGE 18 OF 20 PAGES
Name Position Present Principal Occupation
Jun Murai Director Director of Softbank; Professor
at Keio University
Yasumitsu Shigeta Director Director of Softbank; President
of Hikari Tsushin, Inc.
Saburo Kobayahi Corporate Auditor Corporate Auditor of Softbank
Yasuharu Nagashima Corporate Auditor Corporate Auditor of Softbank
Hidekazu Kubokawa Corporate Auditor Corporate Auditor of Softbank
Ronald Fisher Director Vice Chairman of SBH
Katsura Sato Corporate Auditor Corporate Auditor of Softbank
CUSIP NO. 125945-10-5 PAGE 19 OF 20 PAGES
ANNEX A-3
The name, position and present principal occupation of each director and
executive officer of SBH is set forth below.
The business address for SBH and each of the executive officers and directors
listed below, except Masayoshi Son, Yoshitaka Kitao, Stephen A. Grant and Thomas
Wright, is 1188 Centre Street, Newton Center, Massachusetts 02459. The business
address for Masayoshi Son and Yoshitaka Kitao is 24-1, Nihonbashi-Hakozakicho,
Chuo-ku, Tokyo 103 Japan. The business address for Stephen A. Grant is 125 Broad
Street, New York, New York 10004. The business address for Thomas Wright is 30
Broad Street, 38th Floor, New York, NY 10004.
Each executive officer and director listed below is an American citizen, except
for Masayoshi Son and Yoshitaka Kitao, each of whom is a citizen of Japan.
Name Position Present Principal Occupation
Masayoshi Son Chairman, President and President and Chief Executive
Director Officer of Softbank
Yoshitaka Kitao Director Executive Vice President and
Chief Financial Officer of
Softbank
Ronald D. Fisher Vice Chairman Vice Chairman of SBH
Stephen A. Grant Secretary Partner, Sullivan & Cromwell
Thomas L. Wright Vice President and Treasurer of SBH
Treasurer
Louis DeMarco Vice President - Tax Vice President-Tax, SBH
CUSIP NO. 125945-10-5 PAGE 20 OF 20 PAGES
Charles R. Lax Vice President Partner, SOFTBANK Technology
Ventures Inc.
