<PAGE>
As filed with the Securities and Exchange Commission on February 12, 1998.
Registration No. 333-__________
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CNET, 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 STREET
SAN FRANCISCO, CALIFORNIA 94111
(415) 395-7800
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
--------------
Halsey M. Minor
Chairman of the Board, President and Chief Executive Officer
150 Chestnut Street
San Francisco, California 94111
(415) 395-7800
(Name, address, and telephone number,
including area code, of agent for service)
--------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box: / /
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933,
other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /
CALCULATION OF REGISTRATION FEE
<TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SHARES AMOUNT AGGREGATE AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER UNIT(1) PRICE(1) FEE
- -------------------------------------------------------------------------------
Common Stock,
$.0001 par 725,000 $29.50(2) $21,387,500(2) $6,310
value
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Calculated pursuant to Rule 457(c) of the Securities Act of 1933, as
amended, based upon the average of the high and low prices per share of
the common stock of CNET, Inc. on February 9, 1998, as reported by the
Nasdaq National Market.
-----------------------------------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
<PAGE>
CNET, INC.
725,000 SHARES
COMMON STOCK
------------------------
This Prospectus relates to an offering of up to 725,000 shares (the
"Shares") of common stock, par value $.0001 per share (the "Common Stock"),
of CNET, Inc., a Delaware corporation (the "Company"), acquired pursuant to
that certain Stock Purchase Agreement dated December 18, 1997 by and between
the Company and certain purchasers, including the Los Angeles Fire and Police
Pension System and USA Networks (collectively, the "Selling Shareholders").
The Shares being registered are being offered for the account of the
Selling Shareholders. See "Selling Shareholders." The Company will not
receive any proceeds from the sale of the Shares offered hereby. The Shares
may be offered in transactions on the Nasdaq National Market, in negotiated
transactions, or through a combination of such methods of distribution, at
prices relating to the prevailing market prices or at negotiated prices. See
"Plan of Distribution."
The Common Stock is quoted on the Nasdaq National Market under the
symbol "CNWK." On February 9, 1998, the last sale price of the Common Stock,
as reported on the Nasdaq National Market, was $29.50 per share.
------------------------
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN INFORMATION THAT SHOULD BE
CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
No dealer, salesman, or any other person has been authorized to give any
information or to make any representations in connection with this offering
other than those contained in this Prospectus and, if given or made, such
other information and representations must not be relied upon as having been
authorized by the Company or the Selling Shareholders. Neither the delivery
of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information
contained herein is correct as of any time subsequent to its date. This
Prospectus does not constitute an offer to sell, or a solicitation of any
offer to buy, any securities other than the registered securities to which it
relates. This Prospectus does not constitute an offer to sell, or a
solicitation of any offer to buy, such securities in any circumstances in
which such offer or solicitation is unlawful.
------------------------
The date of this Prospectus is February 11, 1998.
-1-
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational reporting requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements, information
statements, and other information with the Securities and Exchange Commission
(the "Commission"). Reports, proxy statements, information statements, and
other information filed by the Company with the Commission pursuant to the
requirements of the Exchange Act may be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549-1004, at its Northeast
Regional Office located at 7 World Trade Center, Suite 1300, New York, New
York 10048 and at its West Regional Office located at 5670 Wilshire Blvd.,
Los Angeles, California 90036. Copies of such material may be obtained from
the Public Reference Section of the Commission located at 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. The Commission maintains
a Web site that contains reports, proxy statements, information statements
and other information regarding the Company. The Commission's Web site
address is http://www.sec.gov. The Company is a publicly held corporation
and its Common Stock is traded on the Nasdaq National Market under the symbol
"CNWK." Reports, proxy statements, information statements, and other
information can also be inspected at the offices of the Nasdaq National
Market, 1735 K Street, N.W., Washington, D.C. 20549.
The Company intends to furnish its stockholders with annual reports
containing audited financial statements and such other periodic reports as it
may determine to furnish or as may be required by law.
The Company has filed with the Commission a Registration Statement on
Form S-3 (referred to herein, together with all exhibits, as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Shares offered hereby. This
Prospectus does not contain all information set forth in the Registration
Statement. Certain parts of the Registration Statement have been omitted in
accordance with the rules and regulations of the Commission. For further
information, reference is made to the Registration Statement which can be
inspected at the public reference rooms at the offices of the Commission.
-2-
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, including any beneficial owner, upon the
written or oral request of such person, a copy of any or all of the documents
incorporated by reference herein (other than exhibits to such documents,
unless such exhibits are specifically incorporated by reference into the
information that this Prospectus incorporates). Requests should be directed
to:
CNET, Inc.
150 Chestnut Street
San Francisco, California 94111
Telephone: (415) 395-7800
Attention: Douglas N. Woodrum, Chief Financial Officer
The Company's (i) Annual Report on Form 10-KSB, which contains audited
financial statements for the fiscal year ended December 31, 1996, (ii) all
reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since
the filing of such Form 10-KSB, and (iii) a description of the Common Stock
contained in the Company's registration statement on Form SB-1, dated July 8,
1996 (Commission File Number 333-4752-LA), including any amendment or reports
filed for the purpose of updating such description, are hereby incorporated
by reference into this Prospectus.
All documents filed with the Commission by the Company pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the offering relating
to this Prospectus will be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the date of filing of such documents.
Any statement incorporated or deemed to be incorporated by reference herein
will be deemed to be modified, replaced, or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement
so modified or superseded will be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
-3-
<PAGE>
THE COMPANY
CNET: The Computer Network is a media company focused on providing
original Internet content and television programming relating to information
technology and the Internet. The Company also operates Snap! Online, a free
online service that aggregates Internet content and offers Internet directory
and searching capabilities.
The Company's technology publishing division is comprised of ten
technology-focused Internet sites, including CNET.COM, NEWS.COM, DOWNLOAD.COM
and COMPUTERS.COM. The Company seeks to use its editorial, technical, and
programming expertise to create compelling content to engage
technology-oriented consumers and attract advertisers wishing to reach this
audience. The Company believes that its strategy of combining Internet and
television-based programming enhances its ability to promote the CNET brand,
improves its ability to create high quality content, and provides the Company
with a source of competitive advantage and differentiation. The Company is
focused on leveraging its market position, the awareness of its brand among
consumers and its relationships with advertisers to create new Internet sites
and services related to information technology and the Internet, and to
capitalize on new business opportunities such as Internet-based electronic
commerce. Based on the volume of traffic on its Internet sites and the size
of its television audience, the Company believes that it has established a
leadership position in its targeted content market.
Snap! Online is a free online service built for the Internet and
consisting of two complementary components -- a robust Web site that provides
a comprehensive overview of the Internet organized by channel, and the Snap!
Online Starter Kit, a CD-ROM designed to help new users learn how to use the
Internet and get online easily. The Snap! Online Web site is organized into
13 channels, which are regularly infused with editorial content, news
headlines and customizable data from a range of well recognized brands on the
Web. The site is also designed to make searching the Web easy by organizing
leading search engines into a consistent and powerful user experience. As
part of its distribution strategy for Snap! Online, CNET builds customized,
co-branded versions of the service for Internet service providers, hardware
manufacturers and other companies, helping them offer their customers a
compelling Internet experience and maintain a relationship with their
customers online. Since the service was first announced in June 1997, Snap!
Online has signed distribution agreements with 35 companies, including 20
Internet service providers.
The Company's television series include: CNET CENTRAL, which launched
in April 1995 and is a half-hour magazine format program devoted to exploring
the world of information technology and the Internet; THE NEW EDGE, which
launched in July 1996 and is a half-hour magazine format program showcasing
technological breakthroughs and how they will change our lives; THE WEB,
which also launched in July 1996 and is a one hour program showing viewers
the hottest Web sites and technologies and includes interviews with industry
leaders; and TV.COM, a syndicated program, which launched in September 1996
and showcases for a broadcast audience the world of the Internet and digital
technologies. CNET's television shows are produced by the Company and, with
the exception of TV.COM, are carried nationally on the USA Network and the
Sci-Fi Channel, both of which are owned by USA Networks. TV.COM is produced
in conjunction with Golden Gate Productions, and is syndicated into over 120
markets nationally. Additionally, CNET television has been licensed to
broadcasters in Japan, Taiwan, Singapore, and Thailand.
The Company is a Delaware corporation and was formed in 1992. The
Company's principal executive offices are located at 150 Chestnut Street, San
Francisco, California 94111, and its telephone number is (415) 395-7800.
RISK FACTORS
A discussion of "Risk Factors" relating to the Company is located in the
Company's 1996 Annual Report on Form 10-KSB under the caption "Item 6.
Management's Discussion and Analysis -- Outlook and Uncertainties," which is
incorporated by reference in this Prospectus.
-4-
<PAGE>
CERTAIN INFORMATION CONTAINED IN OR INCORPORATED BY REFERENCE INTO THIS
PROSPECTUS MAY CONTAIN "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF
SECTION 21E OF THE EXCHANGE ACT. ALL STATEMENTS OTHER THAN STATEMENTS OF
HISTORICAL FACT ARE "FORWARD-LOOKING STATEMENTS" FOR PURPOSES OF THESE
PROVISIONS, INCLUDING ANY PROJECTIONS OF EARNINGS, REVENUES OR OTHER
FINANCIAL ITEMS, ANY STATEMENTS OF THE PLANS AND OBJECTIVES OF MANAGEMENT FOR
FUTURE OPERATIONS, ANY STATEMENTS CONCERNING PROPOSED NEW PRODUCTS OR
SERVICES, ANY STATEMENTS REGARDING FUTURE ECONOMIC CONDITIONS OR PERFORMANCE,
AND ANY STATEMENT OF ASSUMPTIONS UNDERLYING ANY OF THE FOREGOING. ALTHOUGH
THE COMPANY BELIEVES THAT THE EXPECTATIONS REFLECTED IN ITS FORWARD-LOOKING
STATEMENTS ARE REASONABLE, IT CAN GIVE NO ASSURANCE THAT SUCH EXPECTATIONS OR
ANY OF ITS FORWARD-LOOKING STATEMENTS WILL PROVE TO BE CORRECT, AND ACTUAL
RESULTS COULD DIFFER MATERIALLY FROM THOSE PROJECTED OR ASSUMED IN THE
COMPANY'S FORWARD-LOOKING STATEMENTS. THE COMPANY'S FUTURE FINANCIAL
CONDITION AND RESULTS, AS WELL AS ANY FORWARD-LOOKING STATEMENTS, ARE SUBJECT
TO INHERENT RISKS AND UNCERTAINTIES, SOME OF WHICH ARE SUMMARIZED IN THE
COMPANY'S ANNUAL AND QUARTERLY REPORTS INCORPORATED HEREIN.
SELLING SHAREHOLDERS
The table below sets forth information with respect to the beneficial
ownership of the Company's Common Stock by the Selling Shareholders
immediately prior to this offering and as adjusted to reflect the sale of
shares of Common Stock pursuant to the offering. All information with
respect to the beneficial ownership has been furnished by the respective
Selling Shareholders. Percentages are based on the number of shares of Common
Stock outstanding on January 30, 1998.
<TABLE>
Beneficial Ownership Beneficial Ownership
Prior to Offering After Offering
---------------------------------- ----------------------
Number of Percent of Shares to Number of Percent of
Name of Beneficial Owner Shares Class Be Sold Shares Class
- ------------------------ --------- ---------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
Los Angeles Fire and Police 700,000 4.7% 700,000 0 0%
Pension System
USA Networks 506,631 (1) 3.3% 25,000 481,631 (1) 3.2%
</TABLE>
- ----------
(1) Includes 361,725 shares issuable upon exercise of warrants that are
currently exercisable by USA Networks. Excludes an additional 155,025
shares subject to warrants that will become exercisable on June 30, 1998,
subject to certain conditions.
PLAN OF DISTRIBUTION
The sale of the Shares offered hereby may be effected from time to time
directly or by one or more broker-dealers or agents in one or more
transactions on the Nasdaq National Market, in negotiated transactions, or
through a combination of such methods of distribution, at prices related to
prevailing market prices or at negotiated prices.
In the event one or more broker-dealers or agents agree to sell the
Shares, they may do so by purchasing the Shares as principals or by selling
the Shares as agent for the Selling Shareholders. Any such broker-dealers
may receive compensation in the form of discounts, concessions, or
commissions from the Selling Shareholders or the purchasers of the Shares for
which such broker-dealer may act as agent or to whom they sell as principal,
or both (which compensation as to a particular broker-dealer may be in excess
of customary compensation).
Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of the Shares may not simultaneously engage
in market-making activities with respect to the Company's Common Stock for
the applicable period under Regulation M of the Exchange Act prior to the
commencement of such distribution. In addition
-5-
<PAGE>
and without limiting the foregoing, the Selling Shareholders will be subject
to applicable provisions of the Exchange Act and the rules and regulations
thereunder, including, without limitation, Regulation M, which provisions may
limit the timing of purchases and sales of the Shares by the Selling
Shareholders. All of the foregoing may affect the marketability of the
Shares.
In order to comply with certain states' securities laws, if applicable,
the Common Stock will be sold in such jurisdictions only through registered
or licensed brokers or dealers. In certain states, the Common Stock may not
be sold unless the Common Stock has been registered or qualified for sale in
such state or an exemption from registration or qualification is available
and is complied with.
USE OF PROCEEDS
The Company will not receive any proceeds from the offering.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the
Company by Hughes & Luce, L.L.P., Dallas, Texas.
EXPERTS
The consolidated financial statements of the Company as of December 31,
1996 and 1995, and for each of the years in the three-year period ended
December 31, 1996, have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.
INDEMNIFICATION
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.
DGCL Section 145 provides, among other things, that the Company may
indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding
(other than an action by or in the right of the Company) by reason of the
fact that he is or was a director, officer, agent or employee of the Company
or who serves or served at the Company's request as a director, officer,
agent, employee, partner or trustee of another corporation or of a
partnership, joint venture, trust or other enterprise, against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with such action, suit or
proceeding. The power to indemnify applies (a) if such person is successful
on the merits or otherwise in defense of any action, suit or proceeding, or
(b) if such person acted in good faith and in a manner he reasonably believed
to be in the best interest, or not opposed to the best interest, of the
Company and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The power to indemnify
applies to actions brought by or in the right of the Company as well, but
only to the extent of defense expenses (including attorneys' fees but
excluding amounts paid in settlement) actually and reasonably incurred and
not to any satisfaction of a judgment or settlement of the claim itself, and
with the further limitation that in such actions no indemnification shall be
made in the event of any adjudication of negligence or misconduct in the
performance of his duties to the Company, unless the court believes that in
light of all the circumstances indemnification should apply.
-6-
<PAGE>
The indemnification provisions contained in the Company's Certificate of
Incorporation are not exclusive of any other rights to which a person may be
entitled by law, agreement, vote of stockholders or disinterested directors
or otherwise. In addition, the Company maintains insurance on behalf of its
directors and executive officers insuring them against any liability asserted
against them in their capacities as directors or officers or arising out of
such status.
Insofar as indemnification by the Company for liabilities arising under
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.
-7-
<PAGE>
PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Registration fee $ 6,310
Accounting fees and expenses 2,500*
Legal fees and expenses 10,000*
Miscellaneous expenses 5,000*
-------
Total: $23,810
- ----------
* Estimated
All of the above expenses will be paid by the Company.
ITEM 15. 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.
DGCL Section 145 provides, among other things, that the Company may
indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding
(other than an action by or in the right of the Company) by reason of the
fact that he is or was a director, officer, agent or employee of the Company
or who serves or served at the Company's request as a director, officer,
agent, employee, partner or trustee of another corporation or of a
partnership, joint venture, trust or other enterprise, against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with such action, suit or
proceeding. The power to indemnify applies (a) if such person is successful
on the merits or otherwise in defense of any action, suit or proceeding, or
(b) if such person acted in good faith and in a manner he reasonably believed
to be in the best interest, or not opposed to the best interest, of the
Company and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The power to indemnify
applies to actions brought by or in the right of the Company as well, but
only to the extent of defense expenses (including attorneys' fees but
excluding amounts paid in settlement) actually and reasonably incurred and
not to any satisfaction of a judgment or settlement of the claim itself, and
with the further limitation that in such actions no indemnification shall be
made in the event of any adjudication of negligence or misconduct in the
performance of his duties to the Company, unless the court believes that in
light of all the circumstances indemnification should apply.
The indemnification provisions contained in the Company's Certificate of
Incorporation are not exclusive of any other rights to which a person may be
entitled by law, agreement, vote of stockholders or disinterested directors
or otherwise. In addition, the Company maintains insurance on behalf of its
directors and executive officers insuring them against any liability asserted
against them in their capacities as directors or officers or arising out of
such status.
ITEM 16. EXHIBITS.
The Exhibits to this Registration Statement are listed in the Index to
Exhibits on page II-6 of this Registration Statement, which Index is
incorporated herein by reference.
II-1
<PAGE>
ITEM 17. 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.
Notwithstanding the foregoing, any increase or decrease in the
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective 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 registration statement is on Form S-3, Form S-8 or Form F-3, and 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 Securities 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 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.
(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) and 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 this 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 for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, 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 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.
II-2
<PAGE>
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Francisco, State of California, on February
10, 1998.
CNET, INC.
By: /s/ Shelby W. Bonnie
-----------------------
Shelby W. Bonnie,
Executive Vice President, Chief Operating
Officer and Secretary
By: /s/ Douglas N. Woodrum
-----------------------
Douglas N. Woodrum,
Executive Vice President, Chief Financial
Officer and Chief Accounting Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated:
Signature Title Date
--------- ----- ----
* Chairman of the Board, President February 10, 1998
- ---------------------- and Chief Executive Officer
Halsey M. Minor
/s/Shelby W. Bonnie Director, Executive Vice President, February 10, 1998
- ---------------------- Chief Operating Officer and
Shelby W. Bonnie Secretary
/s/Douglas N. Woodrum Director, Executive Vice President February 10, 1998
- ---------------------- and Chief Financial Officer
Douglas N. Woodrum
* Director February 10, 1998
- ----------------------
Kevin D. Wendle
* Director February 10, 1998
- ----------------------
William D. Savoy
* Director February 10, 1998
- ----------------------
Eric Robison
* Director February 10, 1998
- ----------------------
Douglas Hamilton
* Director February 10, 1998
- ----------------------
Mitchell Kertzman
* Director February 10, 1998
- ----------------------
John C. Colligan
* By: /s/Douglas N. Woodrum
----------------------
Douglas N. Woodrum,
Attorney-in-Fact
II-3
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Shelby W. Bonnie and Douglas N. Woodrum his or her true and lawful
attorney-in-fact and agent with full power of substitution and
resubstitution, for him or her and in his or her 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 or she 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, this Registration
Statement or amendment thereto 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, President February 10, 1998
- ---------------------- and Chief Executive Officer
Halsey M. Minor
/s/ Shelby W. Bonnie Director, Executive Vice President, February 10, 1998
- ---------------------- Chief Operating Officer and
Shelby W. Bonnie Secretary
/s/ Douglas N. Woodrum Director, Executive Vice President February 10, 1998
- ---------------------- and Chief Financial Officer
Douglas N. Woodrum
/s/Kevin D. Wendle Director February 10, 1998
- ----------------------
Kevin D. Wendle
/s/William D. Savoy Director February 10, 1998
- ----------------------
William D. Savoy
/s/Eric Robison Director February 10, 1998
- ----------------------
Eric Robison
/s/Douglas Hamilton Director February 10, 1998
- ----------------------
Douglas Hamilton
/s/Mitchell Kertzman Director February 10, 1998
- ----------------------
Mitchell Kertzman
/s/John C. Colligan Director February 10, 1998
- ----------------------
John C. Colligan
II-4
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits
- ------- -----------------------
5.1 Opinion of Hughes & Luce, L.L.P.
23.1 Consent of Hughes & Luce, L.L.P. (included in Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick LLP
24.1 Power of Attorney (included in Part II of this Registration Statement)
II-5
<PAGE>
EXHIBITS 5.1 AND 23.1
[Hughes & Luce, L.L.P. Letterhead]
February 10, 1998
CNET, Inc.
150 Chestnut Street
San Francisco, California 94111
Ladies and Gentlemen:
We have acted as counsel to CNET, Inc., a Delaware corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Securities Act"), of 725,000 shares (the "Shares") of
the Company's common stock, par value $.0001 per share, acquired pursuant to
that certain Stock Purchase Agreement dated December 18, 1997 by and among
the Company and certain purchasers names therein (the "Agreement"), as
described in the Registration Statement of the Company on Form S-3 (the
"Registration Statement") filed with the Securities and Exchange Commission.
In rendering this opinion, we have examined and relied upon executed
originals, counterparts, or copies of such documents, records, and
certificates (including certificates of public officials and officers of the
Company) as we considered necessary or appropriate for enabling us to express
the opinions set forth herein. In all such examinations, we have assumed the
authenticity and completeness of all documents submitted to us as originals
and the conformity to originals and completeness of all documents submitted
to us as photostatic, conformed, notarized, or certified copies.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and are validly issued, fully paid and nonassessable.
This opinion may be filed as an exhibit to the Registration Statement.
We also consent to the reference to this firm as having passed on the
validity of such Shares under the caption "Legal Matters" in the prospectus
that constitutes a part of the Registration Statement. In giving this
consent, we do not admit that we are included in the category of persons
whose consent is required under Section 7 of the Securities Act or the rules
and regulations of the Securities and Exchange Commission promulgated
thereunder.
Very truly yours,
HUGHES & LUCE, L.L.P.
II-6
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
CNET, Inc.:
We consent to the use of our reports incorporated herein by reference
and to the reference to our firm under the heading "Experts" in the
registration statement.
KPMG PEAT MARWICK LLP
San Francisco, California
February 11, 1998
