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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) 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) ---------------- (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 The Reporting Persons (as defined below) hereby amend, supplement and restate in its entirety the Statement on Schedule 13D previously filed by them with respect to the Common Stock (as defined below) of the Issuer (as defined below) beneficially owned by them. 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 110,828 shares of Common Stock directly and 2,113 shares of Common Stock indirectly. The Reporting Persons disclaim beneficial ownership of these shares of Common Stock. To the knowledge of the Reporting Persons, Mr. Fisher 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 shares the power to vote or direct the vote and shares the power to 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 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 31, 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, except Stephen A. Grant, is SOFTBANK America Inc., 300 Delaware Avenue, Suite 900, Wilmington, DE 19801. The business address for Stephen A. Grant is 125 Broad Street, New York, New York, 10004. 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 Francis Jacobs Vice President Employed by Delaware Trust Capital Management Steven Murray Treasurer Treasurer of SOFTBANK Capital Partners Investment Inc. Stephen A. Grant Secretary Partner, Sullivan & Cromwell 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 Kazuhiko Kasai Director Chairman, The Yasuda Trust and Banking Co., Ltd. Ronald Fisher Director Vice Chairman of SBH Mitsuo Sano Full-Time Corporate Auditor of Softbank Corporate Auditor Saburo Kobayashi Corporate Auditor Corporate Auditor of Softbank Yasuharu Nagashima Corporate Auditor Corporate Auditor of Softbank Hidekazu Kubokawa 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, Francis Jacobs and Stephen A. Grant, 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 Francis Jacobs is 300 Delaware Avenue, Suite 909, Wilmington, Delaware 19801. The business address for Stephen A. Grant is 125 Broad Street, New York, New York 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 and Director Francis Jacobs Vice President Employed by Delaware Trust and Director Capital Management Stephen A. Grant Secretary Partner, Sullivan & Cromwell Steven Murray Vice President and Vice President and Treasurer of SBH Treasurer Louis DeMarco Vice President - Tax Vice President-Tax, SBH Charles R. Lax Vice President Partner, SOFTBANK Technology Ventures Inc.
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