CNET INC /DE
8-K, 1998-06-15
MOTION PICTURE & VIDEO TAPE PRODUCTION
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<PAGE>

                          SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON, DC 20549



                                      FORM 8-K



                                   CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF THE
                          SECURITIES EXCHANGE ACT OF 1934



                 Date of Report (Date of earliest event reported):
                            June 12, 1998 (June 9, 1998)



                                     CNET, Inc.
               ------------------------------------------------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


   Delaware                        0-20939                     13-3696170
- ---------------               ----------------             -------------------
(STATE OR OTHER               (COMMISSION FILE                (IRS EMPLOYER
JURISDICTION OF                    NUMBER)                 IDENTIFICATION NO.)
INCORPORATION)               
                                               
                                                            
                                          


                                150 Chestnut Street
                          San Francisco, California 94111
                ----------------------------------------------------
                (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)  (ZIP CODE)
                                          


                Registrant's telephone number, including area code:
                                   (415) 395-7800


                                           1
<PAGE>

ITEM 5.   OTHER EVENTS

          On June 9, 1998, the Registrant issued the press release attached
hereto as Exhibit 99.1, which press release is incorporated in its entirety
herein by reference.  See "Index to Exhibits."








                                          2
<PAGE>

                                     SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

     Dated:  June 12, 1998              CNET, INC.



                                        By:  /s/  Douglas N. Woodrum
                                             ---------------------------------
                                                  Douglas N. Woodrum
                                                  EXECUTIVE VICE PRESIDENT AND
                                                  CHIEF FINANCIAL OFFICER



                                         3
<PAGE>

                                  INDEX TO EXHIBITS


<TABLE>
Exhibit
Number                             Description
- ------                             ------------
<S>       <C>
99.1      Press Release issued by CNET, Inc. on June 9, 1998.
</TABLE>


<PAGE>

                                                                  EXHIBIT 99.1
                                          
                                          
NBC to Acquire Equity Stake in CNET's 'SNAP!' Internet Portal Service

NBC and CNET Announce First-Ever Joint Venture Between a Broadcast Network and
an Internet Portal Service 


NEW YORK, June 9 /PRNewswire/ -- NBC has agreed to purchase an equity stake in
CNET, Inc.'s (NASDAQ: CNWK) "Snap!" Internet portal service (www.snap.com) and
will, together with CNET, operate the service as a joint venture. This marks the
first entry of a major media company and broadcast network into the Internet
directory and search services business. The announcement was made by Bob Wright,
President and CEO, National Broadcasting Company and Halsey Minor, Chairman and
CEO, CNET. 

Minor will serve as CEO of Snap! for the immediate future and will continue to
be responsible for the overall operation of the service. Tom Rogers, President
NBC Cable and Business Development and Executive Vice President, NBC; Marty
Yudkovitz, President NBC Interactive Media; Scott Sassa, President NBC
Television Stations and Neil Braun, President, NBC Television Network all will
assume seats on the Snap! board of directors, comprising the majority of the
board. Select NBC employees will be joining Snap! in the near future. 

NBC will acquire a minority stake in Snap, along with the option to increase its
ownership stake in Snap! to 60%. Additionally, NBC will purchase a 4.99% equity
stake in CNET, the parent company of Snap. 

This acquisition and joint venture between NBC, the leading broadcast network
and CNET, the Internet's leading content network, will redefine the crucial
Internet portal market, providing Snap! with top brand association, media core
competencies, advertiser connections, marketing and a level of promotion that is
unprecedented in the Internet portal market. 

"We are clearly defining the Internet and interactive media as fundamental to
NBC's growth strategy and NBC will continue to be the leader among traditional
media companies on the Internet. This agreement to join forces with CNET, one of
the most respected and best run Internet companies, will provide tremendous
opportunity for NBC to apply its traditional media core competencies to capture
Internet audience share," said Wright. "The addition of Snap! will enable us to
utilize the power of NBC to reach out to current Internet users, as well as to
the 80% of the country that is not yet online." 

Said Minor: "CNET has worked hard to build Snap! into a great service. Each
week, NBC reaches more Internet households than any other media vehicle in the
world. Now, together with NBC, we will turn Snap! into a household name." 
<PAGE>

NBC and CNET together will position Snap! to open up the Internet on a user-
friendly basis to both existing Internet users and the TV audience at-large, in
a way that is simple, conveniently organized, fast working, and enjoyable. 

"What NBC and CNET are doing together will bring the power of branding,
promotion, mass media sensibilities and strong advertiser relationships to the
crucial Internet portal business. This is the crossroads between traditional
media and the Internet," said Yudkovitz. 

"There is so much choice in the Internet and new media world, it needs to be
organized and directed. That calls for a place for consumers to start from. Our
goal is to make Snap! the starting point that the nation's TV viewers are most
aware of," Rogers. 

Snap is a free Internet directory, search and navigation service that offers the
most powerful way to organize and find anything on the Internet. The service is
logically arranged to give users the quickest route to the best of what they're
looking for on the Web, providing efficient, high-quality search results and
directory listings and the most often-used content. 

At the heart of the Snap! portal service is a directory of Web sites, built by a
team of editors and reviewers to ensure its quality, freshness and usefulness.
Users may either search the directory by using keywords, or browse through the
directory's 16 topics: Arts & Humanities, Business & Money, Computing &
Internet, Entertainment, Education, Health, Kids & Family, Living, Local, News,
Oddities, People & Society, Science & Technology, Shopping, Sports and Travel.
Snap! also features content from over 75 leading Web publishers. 

For Internet searching, Snap! offers users highly efficient and effective
searching capability online, by tightly integrating a high quality topical
Internet directory with an advanced search engine. 

Snap! is available to all Web users at http://www.snap.com and is also
distributed by more than 40 leading Internet Service Providers, PC manufacturers
and major marketers, including GTE Internetworking, MCI Internet, Earthlink
Network, Toshiba America, Sony Electronics, 3Com Corporation and Hilton
Worldwide. 

NBC was advised on this transaction by BT Alex Brown. 

About CNET 

CNET, Inc. is at the leading edge of media companies, producing branded Internet
networks and television programming for both targeted and general audiences.
Online and on television, CNET is the leading authority on computers, the
Internet and digital technologies. CNET's network of sites is consistently
ranked as the Internet's leading content network in terms of both audience size
and revenue, serving millions of users each day. The company's sites include:
NEWS.COM, CNET.COM, COMPUTERS.COM, GAMECENTER.COM, BUILDER.COM, DOWNLOAD.COM,
SEARCH.COM, and ComputerESP.COM. CNET's television programs -- 

<PAGE>

CNET Central, The Web, The New Edge, and Snap! Presents TV.COM -- air on USA 
Network, the Sci-Fi Channel and in national syndication, reaching an 
estimated weekly audience of over eight million viewers. CNET also is the 
publisher of Snap!, a free Internet search and navigation service that is the 
most powerful way to find anything on the Internet. 

About NBC Interactive 

NBC operates NBC.com, the network's entertainment site on the World Wide Web.
Launched in August 1995, NBC.com (www.NBC.com) was the first full-scale Web
offering from a major television network, and later became the first to feature
original episodic programming, capturing multiple awards for its leadership and
creativity. NBC.com is the home of such acclaimed original Internet programming
as "Homicide: Second Shift" and "The Pretender Adventure," featuring new
interactive episodes, characters and plot twists only found online. Original
extensions of NBC shows also include sites for "Saturday Night Live," and "The
Tonight Show with Jay Leno," as well as a teen-oriented site entitled "At The
Max." Additionally, NBC.com features areas for all NBC shows, stars, stations
and international activities. 

In partnership with Microsoft, NBC owns and operates MSNBC. Built on the
worldwide resources of NBC News, MSNBC is a 24-hour cable news network and a
complementary Internet news service at www.msnbc.com. MSNBC on the Internet
consistently ranks as the top news site on the Web in terms of both usage and
critical acclaim. 

NBC also operates VideoSeeker.com (www.videoseeker.com), an on-demand Internet
video service featuring content from NBC and others, operated in conjunction
with InterVU Inc.. NBC also maintains NBC Interactive Neighborhood, a localized
Internet community guide service, customized for local communities and local NBC
stations. Other new media innovations from NBC include such interactive
television initiatives as NBC Intercast with Intel, Wink-enhanced programming
with Wink Communications, WebTV for Windows. Also, together with Microsoft and
Dow Jones, NBC operates CNBC-Dow Jones Business Video Services, offering video
and audio based financial news and information to financial professionals and
institutions. 

About NBC 

NBC is a global media company with broadly diverse holdings. NBC owns and
operates the NBC Television Network as well as thirteen television stations. In
the United States, NBC owns CNBC, operates MSNBC in partnership with Microsoft,
and maintains equity interests in Arts & Entertainment and The History Channel.
NBC also has an equity stake in Rainbow Programming Holdings, a leading media
company with a wide array of entertainment and sports cable channels, including
the Madison Square Garden network. Internationally, NBC owns and operates CNBC:
A Service of NBC and Dow Jones in partnership with Dow Jones & Company in Europe
and Asia. In partnership with National Geographic, the network owns and operates
NBC Europe and the National Geographic Channel in Asia. 

SOURCE NBC 

<PAGE>

/CONTACT: Beth Comstock, 212-664-7142, or Robert Silverman, 212-664-2756, 
both of NBC Corporate Communications; or Brianne Miller of CNET, 415-395-7805, 
ext. 1658/ 


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