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As filed with the Securities and Exchange Commission on August 27, 1997.
Registration No. ____________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
CNET, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3696170
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(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)
_______________________
CNET, INC. 1997 STOCK OPTION PLAN
(Full title of the Plan)
_______________________
HALSEY M. MINOR COPY TO: JON L. MOSLE
CHIEF EXECUTIVE OFFICER HUGHES & LUCE, L.L.P.
CNET, 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)
_______________________
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE
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Common Stock,
$0.0001 par value 1,000,000 $32.00 $32,000,000 $9,696.97
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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 1997 Stock Option Plan.
2 Calculated based upon an option price of $32.00 per share, which is the
closing sale price of CNET common stock as reported by NASDAQ on August 22,
1997, in accordance with Rule 457.
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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 previously filed with the
Securities and Exchange Commission (the "Commission") by CNET, Inc. (the
"Company"), are incorporated by reference in this Registration Statement:
(a) The Company's 1996 annual report on Form 10-KSB, which contains
audited financial statements of the Company for the fiscal year ended December
31, 1996.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December
31, 1996.
(c) The description of the Company's common stock, par value $.0001 per
share (the "Common Stock"), contained in Form 8-A filed June 26, 1996, 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 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
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document which also is incorporated or deemed to be incorporated by reference
herein modifies 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 an
officer or a director of the Company or is or was serving at the request of the
Company as a director or an 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) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating 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.
(c) 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
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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
August 26, 1997.
CNET, INC.
By: /s/ Shelby W. Bonnie*
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Shelby W. Bonnie
Executive Vice President, Chief
Operating Officer, Chief Financial
Officer, Secretary and Director
* Executed by David Overmyer by power of attorney dated April 16, 1997.
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INDEX TO EXHIBITS
Exhibit Number Exhibit
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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 CNET, Inc. 1997 Stock Option Plan (incorporated by
reference to the Company's proxy statement dated April
23, 1997)
4.4* Certificate of Ownership and Merger of Gamecenter.com,
Inc., Finder.com, Inc., Buyer.com, Inc., Virtual
Software Library, Inc. into CNET, Inc.
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
* Filed herewith
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EXHIBIT 4.4
Certificate of Ownership and Merger
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CERTIFICATE OF OWNERSHIP AND MERGER
OF
GAMECENTER.COM, INC.
FINDER.COM, INC.
BUYER.COM, INC.
VIRTUAL SOFTWARE LIBRARY, INC.
(EACH A DELAWARE CORPORATION)
INTO
C|NET, INC.
(A DELAWARE CORPORATION)
It is hereby certified that:
1. C|NET, Inc. (the "Company") is a business corporation of the State of
Delaware.
2. The Company is the owner of all the outstanding common stock of
Gamecenter.com, Inc., Finder.com, Inc., Buyer.com, Inc. and Virtual Software
Library, Inc. (the "Subsidiaries"), each of which is also a business corporation
of the State of Delaware.
3. On April 16, 1997, the Board of Directors of the Company adopted the
following resolutions to merge the Subsidiaries into the Company:
WHEREAS, the Company is the legal and beneficial owner of 100% of the
outstanding shares of common stock of Gamecenter.com, Inc., Finder.com,
Inc., Buyer.com, Inc. and Virtual Software Library, Inc., each of which is
a Delaware corporation (the "Subsidiaries"), and such common stock is the
only issued and outstanding class of capital stock of each of the
Subsidiaries;
WHEREAS, the Company desires to merge the Subsidiaries into itself,
with the Company being the surviving corporation of such merger; and
WHEREAS, in connection with such merger, the Company desires to change
its corporate name from "C|NET, Inc." to "CNET, Inc.";
RESOLVED, that each of the Subsidiaries be merged with and into the
Company, and that all of the property, rights and powers of the
Subsidiaries be vested in and held and enjoyed by the Company as fully and
entirely as the same were before held and enjoyed by the Subsidiaries in
their own name.
RESOLVED, that the Company shall assume all of the obligations of the
Subsidiaries.
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RESOLVED, that, upon the effectiveness of the merger contemplated by
these resolutions, the corporate name of the Company shall be changed from
"C|NET, Inc." to "CNET, Inc."
RESOLVED, that the Company shall cause to be executed and filed all
documents prescribed by the laws of the State of Delaware, and shall cause
to be performed all necessary acts within the State of Delaware, in
connection with such merger.
Executed on April 16, 1997.
C|NET, INC.
By: /s/ Shelby W. Bonnie
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Name: Shelby W. Bonnie
Title: Executive Vice President,
Chief Operating Officer,
Chief Financial Officer,
Secretary, and Director
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EXHIBITS 5.1 AND 23.1
Opinion of Hughes & Luce, L.L.P.
Consent of Hughes & Luce, L.L.P.
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August 26, 1997
CNET, Inc.
150 Chestnut
San Francisco, California 94111
Re: Registration Statement on Form S-8 for the CNET, Inc. Stock Option
Plan
Ladies and Gentlemen:
We have acted as special counsel to CNET, Inc., a Delaware corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended, of 1,000,000 shares (the "Shares") of the Company's common
stock, $.0001 par value per share, issuable upon the exercise of options (the
"Options") granted pursuant to the Company's 1997 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
August 27, 1997 (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.
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EXHIBIT 23.2
Independent Auditors' Consent
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INDEPENDENT AUDITORS' CONSENT
The Board of Directors
CNET, Inc.:
We consent to the incorporation by reference in this Registration Statement of
CNET, Inc. on Form S-8 of our report dated January 21, 1997, appearing in the
annual report on Form 10-KSB for the fiscal year ended December 31, 1996.
KPMG PEAT MARWICK
San Francisco, California
August 26, 1997
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EXHIBIT 24.1
Power of Attorney
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POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Halsey M. Minor, Shelby W. Bonnie, and David Overmyer his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign the Registration Statement on Form S-8 of CNET, Inc.
relating to the CNET, Inc. 1997 Stock Option Plan, and any and all amendments
thereto (including post-effective amendments), 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 attorneys-in-fact
and agents, and each of them, 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 attorneys-in-fact and agents or his or their 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
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/s/ Halsey M. Minor* Chairman of the Board, August 26, 1997
--------------------- President, and Chief Executive Officer
Halsey M. Minor
/s/ Shelby W. Bonnie* Executive Vice President, August 26, 1997
--------------------- Chief Operating Officer,
Shelby W. Bonnie Chief Financial Officer,
Secretary, and Director
/s/ Kevin Wendle* Executive Producer of TV.COM, August 26, 1997
----------------- Executive Consultant, and Director
Kevin Wendle
/s/ John C. Colligan* Director August 26, 1997
---------------------
John C. Colligan
/s/ Douglas Hamilton* Director August 26, 1997
---------------------
Douglas Hamilton
/s/ Mitchell Kertzman* Director August 26, 1997
----------------------
Mitchell Kertzman
/s/ Eric Robison* Director August 26, 1997
-----------------
Eric Robison
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/s/ William Savoy* Director August 26, 1997
------------------
William Savoy
* Executed by David Overmyer by power of attorney dated April 16, 1997
