CNET INC /DE
SC 13G, 1999-10-08
MOTION PICTURE & VIDEO TAPE PRODUCTION
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13G
                                 (RULE 13d-102)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULES 13d-1(c) AND AMENDMENTS FILED PURSUANT TO 13d-2(b)

                                 Mail.com, Inc..
                                (Name of Issuer)

                 Class A Common Stock, $0.01 Par Value Per Share
                         (Title of Class of Securities)

                                   560311-10-2
                                 (CUSIP Number)


                               September 30, 1999
             (Date of Event which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule
is filed.

                                [ ] Rule 13d-1(b)
                                [X] Rule 13d-1(c)
                                [ ] Rule 13d-1(d)


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                                  SCHEDULE 13G


CUSIP NO. 560311-10-2

1.  NAME OF REPORTING PERSON
    S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON

    CNET, Inc.
    13-3696170

2.  CHECK THE APPROPRIATE BOX IF A NUMBER OF A GROUP
    (a) [ ]
    (b) [ ]

3.  SEC USE ONLY

4.  CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware

      NUMBER OF        5.   SOLE VOTING POWER                                [X]
       SHARES
    BENEFICIALLY       6.   SHARED VOTING POWER                              [ ]
      OWNED BY
        EACH           7.   SOLE DISPOSITIVE POWER                           [X]
      REPORTING
       PERSON          8.   SHARED DISPOSITIVE POWER                         [ ]
        WITH

9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,686,973

10. CHECK BOX IF THAT AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   [X]*

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   5.3%

12. TYPE OF REPORTING PERSON         CO


- -------------------

*  CNET, Inc. disclaims beneficial ownership of 1,600,716 shares of the Class A
   Common Stock of Mail.com, Inc. which are held in escrow pursuant to that
   certain Stock Distribution Agreement by and among Mail.com, Inc., CNET, Inc.,
   NBC Multimedia, Inc., and Snap! LLC, dated as of April 1, 1999.


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                                  SCHEDULE 13G

ITEM 1(a).        NAME OF ISSUER:

                  Mail.com, Inc.

ITEM 1(b).        ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

                  11 Broadway, 6th Floor
                  New York, NY  10004

ITEM 2(a).        NAME OF PERSON FILING:

                  CNET, Inc.
                  a Delaware corporation

ITEM 2(b).        ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

                  150 Chestnut Street, San Francisco, CA  94111

ITEM 2(c).        CITIZENSHIP:

                  United States

ITEM 2(d).        TITLE OF CLASS OF SECURITIES:

                  Class A Common Stock

ITEM 2(e).        CUSIP NUMBER:

                  560311-10-2

ITEM 3.           If this statement is filed pursuant to Rule 13d-1(c) or
                  13d-2(b) or (c), check whether the person filing is a:

                  (a) through (j) are not applicable

                  If this statement is filed pursuant to Rule 13d-1(c), check
                  this box  [X]

ITEM 4.           OWNERSHIP

                  Provide the following information regarding the aggregate
                  number and percentage of the class of securities of the issuer
                  identified in Item 1.


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                  (a)  Amount beneficially owned:

                       1,686,973 shares

                  (b)  Percent of Class:         5.3%

                  (c)  Number of shares as to which such person has:

                       (i)   Sole power to vote or to direct the vote:   [X]
                       (ii)  Shared power to vote or to direct the vote: [ ]
                       (iii) Sole power to dispose or to direct the disposition
                             of: [X]
                       (iv)  Shared power to dispose or to direct the
                             disposition of:  [ ]

ITEM 5.           OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

                  If this statement is being filed to report the fact that as of
                  the date hereof the reporting person has ceased to be the
                  beneficial owner of more than five percent of the class of
                  securities, check the following [ ].

ITEM 6.           OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
                  PERSON.

                  Not applicable.

ITEM 7.           IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
                  ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
                  COMPANY.

                  Not applicable.

ITEM 8.           IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

                  Not applicable.

ITEM 9.           NOTICE OF DISSOLUTION OF GROUP.

                  Not applicable.

ITEM 10.          CERTIFICATION.

                  By signing below I certify that, to the best of my knowledge
                  and belief, the securities referred to above were not acquired
                  and are not held for the purpose of or with the effect of
                  changing or influencing the control of the issuer of the



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                  securities and were not acquired and are not held in
                  connection with or as a participant in any transaction having
                  that purpose or effect.

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

                                         CNET, Inc.


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



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