CNET INC /DE
8-K, 1999-03-17
MOTION PICTURE & VIDEO TAPE PRODUCTION
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<PAGE>   1


                       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 17, 1999 (March 8, 1999)



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


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



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



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


                                       
<PAGE>   2



ITEM 5.  OTHER EVENTS.

         On March 8, 1999, CNET, Inc. issued a press release announcing the
pricing of its previously announced 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 March 8, 1999.



                                       2
<PAGE>   3



                                   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 17, 1999             CNET, INC.



                                         By:  /s/ DOUGLAS N. WOODRUM
                                              ----------------------------------
                                                  Douglas N. Woodrum
                                              ----------------------------------
                                                  Chief Financial Officer
                                              ----------------------------------


                                       3
<PAGE>   4



                               INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
 Number               Description
- -------               -----------
<S>              <C>
    99.1        Press Release issued by CNET, Inc. on March 8, 1999.
</TABLE>







<PAGE>   1







                                                                   EXHIBIT 99.1

SAN FRANCISCO, March 8/ -- CNET, Inc. (Nasdaq: CNET) announced today that it
has priced its previously announced Rule 144A offering of Convertible
Subordinated Notes. CNET has agreed to sell $172,951,000 of 5% Convertible
Subordinated Notes (the "Notes"). Interest on the Notes is payable on March 1
and September 1 of each year, beginning on September 1, 1999. The Notes are
convertible by holders into shares of CNET common stock at a conversion price
of $149.625 per share, subject to adjustment in certain events, at any time
after 90 days following the issuance of the Notes.

Proceeds from the Rule 144A offering will be used for general corporate
purposes, acquisitions, capital expenditures and working capital.

The Company has agreed to file a shelf registration statement under the
Securities Act of 1933, as amended, relating to the resale of the Notes and the
shares of common stock issuable upon conversion thereof. If such registration
statement is not filed or has not become effective within specified time
periods, the Company will be required to pay liquidated damages to holders of
the Notes and holders of the common stock issuable upon conversion thereof.

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's network of sites
serves millions of users each day. 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
store that 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. SOURCE CNET: The Computer
Network

CONTACT: Karen Wood, 415-395-7805, ext. 1552, or [email protected], or Doug
Woodrum, 415-395-7805, ext. 1401, or [email protected], both of CNET, Inc.

Web site: http://www.cnet.com



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