<PAGE>
As filed with the Securities and Exchange Commission on November 13, 1998.
Registration No. 333-____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
CNET, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-369617
-------------------------------- -------------------
(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
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
TITLE OF PROPOSED PROPOSED
SECURITIES AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE(2)
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------
Common Stock, 1,500,000 $41.35 $62,025,000 $17,243
$0.0001 par value
- -----------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416 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) Estimated solely for the purpose of calculating the registration fee on the
basis of the average of the high and low price paid per share of the Common
Stock, as reported by NASDAQ on November 6, 1998, in accordance with Rules
457(c) and (h)(1) promulgated under the Securities Act of 1933, as amended.
<PAGE>
CNET, Inc. has amended its 1997 Stock Option Plan (the "Plan") to add
1,500,000 shares of its common stock, par value $0.0001 per share (the "Common
Stock"), to the number of shares available for issuance upon exercise of
options granted pursuant to the Plan. Accordingly, CNET, Inc. is registering
the additional 1,500,000 shares of Common Stock under this Registration
Statement on Form S-8. The contents of the Company's Registration Statement on
Form S-8, filed on August 27, 1997 (File No. 333-34491) are incorporated by
reference herein.
Page 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-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 this 13th day of November, 1998.
CNET, INC.
By: /s/ Douglas N. Woodrum
-------------------------------------
Douglas N. Woodrum
Executive Vice President and Chief
Financial Officer
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:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman of the Board, November 13, 1998
------------------------- President, and Chief Executive Officer
Halsey M. Minor
* Executive Vice President, November 13, 1998
------------------------- Chief Operating Officer
Shelby W. Bonnie and Director
*By: /s/ Douglas N. Woodrum Executive Vice President, November 13, 1998
------------------------- Chief Financial Officer
Douglas N. Woodrum and Director
ATTORNEY-IN-FACT
* Director November 13, 1998
-------------------------
John C. Colligan
Director
-------------------------
Douglas Hamilton
* Director November 13, 1998
-------------------------
Mitchell Kertzman
Director
-------------------------
Eric Robison
* Director November 13, 1998
-------------------------
William Savoy
</TABLE>
Page 3
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
<S> <C>
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 LLP
24.1* Power of Attorney
</TABLE>
- ---------------
* Filed herewith.
<PAGE>
EXHIBITS 5.1 AND 23.1
November 13, 1998
CNET, Inc.
150 Chestnut
San Francisco, California 94111
Re: Registration Statement on Form S-8
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 an additional 1,500,000 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 November 13, 1998 (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>
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.
KPMG PEAT MARWICK
San Francisco, California
November 12, 1998
<PAGE>
EXHIBIT 24.1
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Halsey M. Minor Chairman of the Board, October 21, 1998
---------------------- President, and Chief Executive Officer
Halsey M. Minor
/s/ Shelby W. Bonnie Executive Vice President, October 21, 1998
---------------------- Chief Operating Officer
Shelby W. Bonnie and Director
/s/ Douglas N. Woodrum Executive Vice President, October 21, 1998
---------------------- Chief Financial Officer
Douglas N. Woodrum and Director
/s/ John C. Colligan Director October 21, 1998
----------------------
John C. Colligan
---------------------- Director
Douglas Hamilton
/s/ Mitchell Kertzman Director October 21, 1998
----------------------
Mitchell Kertzman
---------------------- Director
Eric Robison
/s/ William Savoy Director October 21, 1998
----------------------
William Savoy
</TABLE>
