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As filed with the Securities and Exchange Commission on May 11, 1999.
Registration No. 333-____________
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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
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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 Copies to: R. Clayton Mulford
Chief Executive Officer Hughes & Luce, L.L.P.
CNET, Inc. 1717 Main Street, Suite 2800
150 Chestnut Dallas, Texas 75201
San Francisco, California 94111 (214) 939-5500
(415) 395-7800
(Name, address, and telephone number,
including area code, of agent for service)
-----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------- ---------------------- ---------------------- ---------------------- ---------------------
TITLE OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE(2)
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<S> <C> <C> <C> <C>
Common stock, 1,200,000 $111.22 $133,464,000 $37,103
$0.0001 par value
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</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 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 on May 5, 1999 by the Nasdaq National Market, in
accordance with Rules 457(c) and (h)(1) promulgated under the Securities Act
of 1933, as amended.
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We have amended our 1997 Stock Option Plan to add 1,200,000 shares of
our common stock, par value $0.0001 per share, to the number of shares we have
available to issue upon exercise of options we grant pursuant to the 1997 Plan.
Accordingly, we are registering the additional 1,200,000 shares of common stock
under this Registration Statement on Form S-8. The contents of the our
Registration Statement on Form S-8, filed on August 27, 1997 (File No.
333-34491) are incorporated by reference herein.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 11th day of May, 1999.
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 and Chief
Financial Officer (Chief Accounting
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
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<S> <C> <C>
/s/ HALSEY M. MINOR Chairman of the Board, May 11, 1999
---------------------------------- President, and Chief Executive Officer
Halsey M. Minor
/s/ SHELBY W. BONNIE Director, Executive Vice May 11, 1999
---------------------------------- President, Chief Operating
Shelby W. Bonnie Officer and Secretary
/s/ DOUGLAS N. WOODRUM Director, Executive Vice May 11, 1999
---------------------------------- President, and Chief
Douglas N. Woodrum Financial Officer
/s/ JOHN C. COLLIGAN Director May 11, 1999
----------------------------------
John C. Colligan
/s/ MITCHELL KERTZMAN Director May 11, 1999
----------------------------------
Mitchell Kertzman
/s/ ERIC ROBISON Director May 11, 1999
----------------------------------
Eric Robison
</TABLE>
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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<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 LLP.
24.1* Power of Attorney.
</TABLE>
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* Filed herewith.
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EXHIBIT 5.1
May 11, 1999
CNET, Inc.
150 Chestnut
San Francisco, California 94111
Re: Registration Statement on Form S-8
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 an additional 1,200,000 shares (the
"Shares") of the Company's common stock, $.0001 par value per share, issuable
upon the exercise of 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 May 10, 1999 (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. 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, if and
when issued and paid for in accordance with options issued pursuant to the Plan,
will be 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. 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,
/s/ HUGHES & LUCE, L.L.P.
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our reports incorporated herein by reference.
/s/ KPMG LLP
San Francisco, California
May 6, 1999
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EXHIBIT 24.1
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Halsey M. Minor, Shelby W. Bonnie and Douglas N. Woodrum 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.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ HALSEY M. MINOR Chairman of the Board, May 11, 1999
----------------------------- President and Chief Executive Officer
Halsey M. Minor
/s/ SHELBY W. BONNIE Director, Executive Vice President, May 11, 1999
---------------------------- Chief Operating Officer
Shelby W. Bonnie and Secretary
/s/ DOUGLAS N. WOODRUM Director, Executive Vice President May 11, 1999
----------------------------- and Chief Financial Officer
Douglas N. Woodrum
/s/ JOHN C. COLLIGAN Director May 11, 1999
-----------------------------
John C. Colligan
/s/ MITCHELL KERTZMAN Director May 11, 1999
-----------------------------
Mitchell Kertzman
/s/ ERIC ROBISON Director May 11, 1999
-----------------------------
Eric Robison
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