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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):
March 1, 1999 (February 24, 1999)
CNET, Inc.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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Delaware 0-20939 13-3696170
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(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION)
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150 Chestnut Street
San Francisco, California 94111
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code:
(415) 395-7800
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ITEM 5. OTHER EVENTS.
On February 24, 1999, CNET, Inc. issued a press release announcing its
intention to raise $150 million (excluding any over-allotments) through a Rule
144A offering of convertible subordinated notes. The press release is attached
hereto as Exhibit 99.1 and is incorporated in its entirety herein by reference.
See "Index to Exhibits."
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Press Release issued by CNET, Inc. on February 24, 1999.
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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: March 1, 1999 CNET, INC.
By: /s/ SHELBY W. BONNIE
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SHELBY W. BONNIE
Executive Vice President and
Chief Operating Officer
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INDEX TO EXHIBITS
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Exhibit
Number Description
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99.1 Press Release issued by CNET, Inc. on February 24, 1999.
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EXHIBIT 99.1
SAN FRANCISCO, Feb. 24 -- CNET today announced its intention to raise $150
million (excluding any over-allotments) through a Rule 144A offering of
convertible subordinated notes. The notes will be convertible, at the option of
the holder, into shares of CNET's common stock and will be non-callable for
three years.
Proceeds from the Rule 144A offering will be used for general corporate
purposes, acquisitions, capital expenditures and working capital.
The notes will not be registered under the Securities Act of 1933 and may not be
offered or sold in the United States absent registration or an applicable
exemption from the registration requirements under such act.
About CNET
CNET, Inc. is at the leading edge of media companies, producing a branded
Internet network 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 television programming airs on USA
Network, the Sci-Fi Channel and in national syndication, as well in 40 foreign
countries. CNET effectively owns 40 percent of Snap, a search and navigation
service for all Internet users, co-owned by NBC. CNET also owns approximately
nine percent of Vignette Corporation, a manufacturer of premier Web publishing
software, and approximately 16 percent of BuyDirect.com, an online software
reseller which was recently purchased by Beyond.com.
This press release contains forward looking statements that are subject to
significant risks and uncertainties. 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. Important cautionary statements and risk
factors that could cause actual results to differ materially from those
reflected in the Company's forward looking statements are disclosed under the
caption "Additional Factors that May Affect Future Results" in the Company's
latest quarterly report on Form 10-Q and under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
Outlook and Uncertainties" in the Company's latest annual report on Form 10-K,
copies of which may be obtained from the Company.
