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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO 13d-1(a) AND AMENDMENTS FILED PURSUANT TO 13d-2(a)
NBC Internet, Inc.
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(Name of Issuer)
Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
628730-10-5
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(CUSIP Number)
CNET, Inc.
150 Chestnut Street
San Francisco, CA 94111
(415) 395-7800
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 9, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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AMENDMENT NO. 1 TO
SCHEDULE 13D
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
CNET, Inc.*
13-3696170
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
Not Applicable.
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
Not Applicable.
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States.
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7 SOLE VOTING POWER
NUMBER OF 6,497,584
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
EACH ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 6,497,584
WITH ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,497,584*
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12 CHECK BOX IF THAT AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.63
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14 TYPE OF REPORTING PERSON
CO
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* All shares held by CNET, Inc. are subject to a Voting and Right of First Offer
Agreement by and between CNET, Inc. and National Broadcasting Company, Inc. All
shares held by CNET, Inc. were transferred to CNET Investments II, Inc., a
wholly owned subsidiary of CNET, Inc. on December 29, 1999.
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13D/A
ITEM 1. SECURITY AND ISSUER
The securities to which this statement relates is the Class A
Common Stock, $0.0001 par value (the "Common Stock") of NBC Internet,
Inc., a Delaware corporation (the "Issuer" or "NBCi"), the principal
executive offices of which are located at 300 Montgomery Street, Suite
300, San Francisco, California 94104.
ITEM 2. IDENTITY AND BACKGROUND
(1) This statement is being filed by CNET, Inc., a Delaware
corporation ("CNET"), with its principal executive offices located
at 150 Chestnut Street, San Francisco, California 94111. The
securities to which this statement relates were transferred by CNET,
Inc. to CNET Investments II, Inc., a wholly owned subsidiary of
CNET, Inc. ("CNET II") on December 29, 1999. The principal business
activities of CNET are the operation of television and internet
programs providing information on computers, the internet and
digital technologies. The principal business activities of CNET II
are making private investments in a variety of other businesses.
CNET and CNET II have not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors). CNET and CNET II have not, during the last
five years, been a party to a civil proceeding of a judicial or
administrative body of final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
CNET acquired the shares of Class A common stock in exchange
for the transfer of CNET's ownership in Snap! LLC to an affiliate of
the Issuer pursuant to the terms of the Agreement and Plan of
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Contribution and Merger dated May 9, 1999, as amended on October 20,
1999 among CNET, Xoom.com, Inc., Xenon 2, Inc., Xenon 3, Inc. and Snap!
LLC (the "Merger Agreement"). The exchange was effective November 29,
1999. CNET than transferred the shares to CNET II, a wholly owned
subsidiary of CNET, on December 29, 1999.
ITEM 4. PURPOSE OF TRANSACTION
As described in Item 3, CNET acquired the Class A common stock
pursuant to the terms of the Merger Agreement. The transactions
contemplated by the Merger Agreement were part of a series of
transactions that formed NBCi. These transactions are discussed in
detail in the proxy statement/prospectus dated November 2, 1999 which
forms part of NBCi's Registration Statement on Form S-4 (Registration
Number 333-82639).
CNET does not have any present plans or proposals which relate
to or would result in the occurrence of the events described in Items
4(a) - 4(j).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) CNET, through CNET II, beneficially owns 6,497,584 shares of
the Class A Common Stock, which represents approximately
11.63% of the outstanding Class A common stock of the Issuer.
(b) Except as disclosed in Item 5(a), neither CNET nor CNET II
beneficially owns any shares of the common stock of NBCi.
(c) CNET II sold 650,000 shares of the Class A Common Stock in an
underwritten public offering dated February 9, 2000 at $81.375
per share.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
CNET has entered into a Registration Rights Agreement dated
November 30, 1999 with NBCi, National Broadcasting Company, Inc., GE
Investments Subsidiary, Inc., Chris Kitze and Flying Disc Investments
Limited Partnership. Under the Registration Rights Agreement, NBCi,
upon the request of CNET, is obligated to file a Registration Statement
on Form S-1 and/or a shelf registration statement upon CNET's demand.
CNET is entitled to exercise its initial demand right before other
parties for a period of 60 days following consummation of the Merger
Agreement. In such event, the Class A common stock requested by CNET to
be included in such offering may be reduced to the lesser of 50% of the
securities to be sold or all of the securities requested to be included
by CNET, with the remainder to be allocated between NBCi and Mr. Kitze.
CNET has also entered into a Voting and Right of First Offer
Agreement dated November 29, 1999 by and between CNET and National
Broadcasting Company, Inc. ("NBC") under which CNET agreed to vote its
shares of Class A common stock in the same manner as NBC with respect
to the following transactions regarding NBCi:
o change in control transactions, including a merger,
business combination and sale of substantially all
assets or equity securities of NBCi; or
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o other material transactions, including any sale of
more than 5% of the total assets or equity securities
of NBCi.
In addition, NBC has a right of first offer to purchase shares of Class
A common stock owned by CNET upon CNET's notice to NBC describing the
material terms of the proposed sale or transfer to a third party other
than NBC.
To the best knowledge of the undersigned, there are no other
contracts, arrangements, understandings or relationships (legal or
otherwise) between the person named in Item 2 and any person with
respect to any securities of the Issuer, including but not limited to
transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option agreement, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of
proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable
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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.
Dated as of February 14, 2000
CNET, INC.
By: /s/ DOUGLAS N. WOODRUM
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Douglas N. Woodrum
Chief Financial Officer
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