United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
C/NET, INC.
(Name of Issuer)
Common Stock, $.0001 par value per share
(Title of Class of Securities)
125945105
(CUSIP Number)
Check the following box if a fee is being paid with this statement /x/. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in 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).
<PAGE>
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CUSIP NO. 125945105 13G Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vulcan Ventures Incorporated
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /_ /
(b) /_ /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Washington
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NUMBER OF 5 SOLE VOTING POWER
SHARES -0- shares
--------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 2,797,727 shares
--------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING -0- shares
--------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER
WITH 2,797,727 shares
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,797,727 shares
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
21.9%
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12 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP NO. 125945105 13G Page 3 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul G. Allen
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /_/
(b) /_/
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
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NUMBER OF 5 SOLE VOTING POWER
SHARES -0- shares
-----------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 2,797,727 shares
-----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING -0- shares
-----------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER
WITH 2,797,727 shares
- - - ------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,797,727 shares
- - - ------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- - - ------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
21.9%
- - - ------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- - - ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1.
(a) Name of Issuer: C/Net, Inc.
(b) Address of Issuer's Principal Executive Offices:
150 Chestnut Street
San Francisco, California 94111
Item 2. (a) Name of Person Filing: Vulcan Ventures Incorporated
(b) Business Address of Person Filing:
110 - 100th Avenue N. E., Suite 550
Bellevue, WA 98004
(c) Citizenship: Washington corporation
(d) Title of Class of Securities: Common Stock, $.0001 par value
(e) CUSIP Number: 125945105
Item 3. Filings pursuant to Rule 13d-1(b) or 13d-2(b)
Not applicable
Item 4. Ownership
(a) Amount Beneficially Owned: 2,797,727 shares (Comprised of (i) 2,687,477
shares of Common Stock and (ii) warrants to purchase an additional 110,250
shares of Common Stock. Does not include stock options exercisable within 60
days to purchase an additional 20,000 shares of Common Stock which stock options
are held by William Savoy, a director and Vice President of Vulcan Ventures,
which are not deemed beneficially owned by Vulcan Ventures).
(b) Percent of Class: 21.9% (Percentage ownership is calculated in
accordance with SEC Rule 13d-3 and is based on 12,654,668 shares of Common Stock
outstanding as of June 6, 1996, and assumes that the warrants for 110,250 shares
of Common Stock held by Vulcan Ventures have been exercised and that the
underlying Common Stock is issued and outstanding pursuant to SEC Rule
13d-3(d)(1)(i), but that none of the other outstanding warrants or stock options
are deemed exercised).
(c) Number of Shares as to which Such Person has:
(i) sole power to vote or to direct the vote: -0- shares
(ii) shared power to vote or to direct the vote: 2,797,727 shares
(iii) sole power to dispose or to direct the disposition of: -0- shares
(iv) shared power to dispose or to direct the disposition of:
2,797,727 shares
Item 5. Ownership of Five Percent or Less of a Class
Not applicable
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company
Not applicable
Item 8. Identification and Classification of Members of the Group
Not applicable
Item 9. Notice of Dissolution of Group
Not applicable
Item 10. Certification
Not applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
DATED: August 27, 1996
VULCAN VENTURES INCORPORATED
/s/ Paul G. Allen
---------------------------
By: Paul G. Allen, President
<PAGE>
Item 1.
(a) Name of Issuer: C/Net, Inc.
(b) Address of Issuer's Principal Executive Offices:
150 Chestnut Street
San Francisco, California 94111
Item 2.
(a) Name of Person Filing: Paul G. Allen
(b) Business Address of Person Filing:
110 - 100th Avenue N. E., Suite 550
Bellevue, WA 98004
(c) Citizenship: U.S. Citizen
(d) Title of Class of Securities:
Common Stock, $.0001 par value
(e) CUSIP Number: 125945105
Item 3. Filings pursuant to Rule 13d-1(b) or 13d-2(b)
Not applicable
Item 4. Ownership
(a) Amount Beneficially Owned: 2,797,727 shares (Comprised of (i) 2,687,477
shares of Common Stock and (ii) warrants to purchase an additional 110,250
shares of Common Stock. Does not include stock options exercisable within 60
days to purchase an additional 20,000 shares of Common Stock which stock options
are held by William Savoy, a director and Vice President of Vulcan Ventures,
which are not beneficially owned by Vulcan Ventures or Paul Allen). The shares
and warrants reported herein for Paul Allen are beneficially owned indirectly
through Vulcan Ventures Incorporated, a company 100% owned by the reporting
person.
(b) Percent of Class: 21.9% (Percentage ownership is calculated in
accordance with SEC Rule 13d-3 and is based on 12,654,668 shares of Common Stock
outstanding as of June 6, 1996, and assumes that the warrants for 110,250 shares
of Common Stock held by Vulcan Ventures have been exercised and that the
underlying Common Stock is issued and outstanding pursuant to SEC Rule
13d-3(d)(1)(i), but that none of the other outstanding warrants or stock options
are deemed exercised).
(c) Number of Shares as to which Such Person has:
(i) sole power to vote or to direct the vote: -0- shares
(ii) shared power to vote or to direct the vote: 2,797,727 shares
(iii) sole power to dispose or to direct the disposition of:
-0- shares
(iv) shared power to dispose or to direct the disposition of:
2,797,727 shares
Item 5. Ownership of Five Percent or Less of a Class
Not applicable
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company
Not applicable
Item 8. Identification and Classification of Members of the Group Not
applicable
Item 9. Notice of Dissolution of Group
Not applicable
Item 10. Certification
Not applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
DATED: August 27, 1996
/s/ Paul G. Allen
--------------------------------
Paul G. Allen
