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As filed with the Securities and Exchange Commission on July 2, 1996.
Registration No. __________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
C|NET, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3696170
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
150 CHESTNUT
SAN FRANCISCO, CALIFORNIA 94111
(415) 395-7800
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
_______________________
C|NET, INC. STOCK OPTION PLAN
(Full title of the Plan)
_______________________
HALSEY M. MINOR COPY TO: JON L. MOSLE
CHIEF EXECUTIVE OFFICER HUGHES & LUCE, L.L.P.
C|NET, INC. 1717 MAIN STREET, SUITE 2800
150 CHESTNUT DALLAS, TEXAS 75201
SAN FRANCISCO, CALIFORNIA 94111
(415) 395-7800
(Name, address, and telephone number,
including area code, of agent for service)
_______________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------
TITLE OF EACH CLASS AMOUNT PROPOSED MAXIUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.0001 par value 2,750,000 $1.20 - 16.00 $30,690,856 $10,583
- ----------------------------------------------------------------------------------------------
</TABLE>
1 Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
registration statement also covers an indeterminate additional amount of
shares of Common Stock to be offered or sold pursuant to the antidilution
provisions of the 1996 Employee Stock Purchase Plan.
2 Calculated based on 75,000 options issued under the Stock Option Plan at
$1.20 per share; 492,785 options issued under the Stock Option Plan at $1.87
per share; 172,075 options issued under the Stock Option Plan at $2.41 per
share; 332,100 options issued under the Stock Option Plan at $8.59 per
share; 17,250 options issued under the Stock Option Plan at $12.33 per
share; 10,625 options issued under the Stock Option Plan at $13.00 per share;
170,775 options issued under the Stock Option Plan at $14.00 per share; and
the remaining 1,479,390 unissued options under the Stock Option Plan at
$16.00 per share based on the price to public in the Company's initial
public offering described in its registration statement on From SB-2
(Registration No. 333-4752-LA) in accordance with Rule 457(h).
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be filed with this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents which have been heretofore filed with the
Securities and Exchange Commission (the "Commission") by C|NET, Inc. (the
"Company") are incorporated by reference in this Registration Statement:
(a) The prospectus relating to the Company's initial public offering,
included in the Company's registration statement on Form SB-2, Registration No.
333-4752-LA (the "IPO Registration Statement"), which contains audited financial
statements of the Company for the fiscal year ended December 31, 1995.
(b) The description of the Company's common stock, par value $.0001 per
share (the "Common Stock"), contained in the IPO Registration Statement,
including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all of the shares of Common Stock
offered have been sold or which deregisters all of such shares then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies
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or supersedes such statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Amended and Restated Certificate of Incorporation and Amended
and Restated Bylaws provide that officers and directors who are made a party to
or are threatened to be made a party to or is otherwise involved in any action,
suit, or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she is or was a
officer or director of the Company or is or was serving at the request of the
Company as a director or officer of another entity shall be indemnified and held
harmless by the Company to the fullest extent authorized by the Delaware General
Corporation Law ("DGCL") against all expense, liability and loss reasonably
incurred or suffered by such person in connection therewith. The right to
indemnification includes the right to be paid by the Company for expenses
incurred in defending any such proceeding in advance of its final disposition.
Officers and directors are not entitled to indemnification if such persons did
not meet the applicable standard of conduct set forth in the DGCL for officers
and directors.
Insofar as indemnification by the Company for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
directors, officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibits to this Registration Statement are listed in the Index to
Exhibits on page 7 of this Registration Statement, which Index is incorporated
herein by reference.
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ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) Insofar as indemnification by the registrant for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in Item 6, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
by the registrant against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Francisco, State of California, on
July 1, 1996.
C|NET, INC.
By: /s/ Shelby W. Bonnie
-------------------------
Shelby W. Bonnie
Executive Vice President, Chief
Operating Officer, Chief Financial
Officer, Secretary and Director
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INDEX TO EXHIBITS
Exhibit Number Exhibit
- -------------------------------------------------------------
4.1 Amended and Restated Certificate
of Incorporation of the Company
(incorporated by reference to
Exhibit 3.1 of the Company's
Registration on Form SB-2,
Registration No. 333-4752-LA)
4.2 Amended and Restated Bylaws of
the Company (incorporated by
reference to Exhibit 3.2 of the
Company's Registration Statement
on Form SB-2, Registration No.
333-4752-LA)
4.3 C|Net, Inc. Stock Option Plan
(incorporated by reference to
Exhibit 10.1 of the Company's
Registration Statement on Form
SB-2, Registration No. 333-4752-LA)
5.1 Opinion of Hughes & Luce, L.L.P.
23.1 Consent of Hughes & Luce, L.L.P.
(Contained in Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick L.L.P.
24.1 Power of Attorney
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July 2, 1996
C|NET, Inc.
150 Chestnut
San Francisco, California 94111
Re: Registration Statement on Form S-8 for the C|NET, Inc. Stock
Option Plan
Ladies and Gentlemen:
We have acted as special counsel to C|NET, Inc., a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended, of 2,750,000 shares (the "Shares") of the Company's common
stock, $.0001 par value per share, issuable upon exercise of options (the
"Options") granted pursuant to the Company's Stock Option Plan (the "Plan").
The Shares are being registered pursuant to a registration statement on Form S-8
to be filed with the Securities and Exchange Commission on or about July 2, 1996
(the "Registration Statement").
In connection with this opinion, we have examined such documents and
records of the Company and such statutes, regulations and other instruments and
certificates as we have deemed necessary or advisable for the purposes of this
opinion. We have assumed that all signatures on all documents presented to us
are genuine, that all documents submitted to us as originals are accurate and
complete and that all documents submitted to us as copies are true and correct
copies of the originals thereof. We have also relied upon such certificates of
public officials, corporate agents and officers of the Company and such other
certifications with respect to the accuracy of material factual matters
contained therein which were not independently established.
Based on the foregoing, we are of the opinion that the Shares will be, if
and when issued and paid for in accordance with the Options and the Plan,
validly issued, fully paid and nonassessable, assuming the Company maintains an
adequate number of authorized but unissued shares of common stock available for
such issuance, and further assuming that the consideration actually received by
the Company for the Shares exceeds the par value thereof.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
HUGHES & LUCE, L.L.P.
<PAGE>
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
C|NET, Inc.:
We consent to the use of our report incorporated herein by reference,
appearing in the registration statement on Form SB-2 (Registration No.
333-4752-LA).
KPMG PEAT MARWICK LLP
San Francisco, California
July 1, 1996
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POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Halsey M. Minor and Shelby W. Bonnie, his true and lawful attorney-in-fact and
agent with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
such attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ Halsey M. Minor Chairman of the Board, June 25, 1996
--------------- President, Chief Executive Officer
Halsey M. Minor
/s/ Shelby W. Bonnie Executive Vice President, June 25, 1996
---------------- Chief Operating Officer,
Shelby W. Bonnie Chief Financial Officer,
Secretary and Director
/s/ Kevin Wendle Executive Vice President, June 25, 1996
------------ President of Television division,
Kevin Wendle Executive Producer of Internet division
and Director
/s/ Douglas Hamilton Director June 25, 1996
----------------
Douglas Hamilton
/s/ Mitchell Kertzman Director June 25, 1996
-----------------
Mitchell Kertzman
/s/ John C. Colligan Director June 25, 1996
----------------
John C. Colligan
/s/ Eric Robison Director June 25, 1996
------------
Eric Robison
/s/ William Savoy Director June 25, 1996
-------------
William Savoy
