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Registration No. 333-77757
Filed pursuant to Rule 424(b)(3)
PROSPECTUS SUPPLEMENT NO. 8
(TO PROSPECTUS DATED AUGUST 6, 1999)
$172,915,000
CNET NETWORKS, INC.
5% CONVERTIBLE SUBORDINATED NOTES DUE 2006
AND SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THE NOTES
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This prospectus supplement supplements and amends the prospectus dated August 6,
1999, as supplemented and amended by prospectus supplement No. 1 dated September
30, 1999, prospectus supplement No. 2 dated October 13, 1999 ,supplement No. 3
dated November 12, 1999, Prospectus Supplement No. 4 dated November 22, 1999,
Prospectus Supplement No. 5 dated January 11, 2000, and Prospectus Supplement
No. 6 dated March 17, 2000, and Prospectus No. 7 dated April 26, 2000 relating
to the notes and the common stock issuable upon conversion of the notes.
o Maturity Date: The notes are due on March 1, 2006.
o Interest: Interest on the notes is payable on March 1 and September 1 of
each year at the rate of 5% per year, commencing on September 1, 1999.
o Conversion into common stock: You may convert the notes in whole or in part
into shares of our common stock at a conversion price of $37.40625 per
share, subject to adjustment.
o Redemption: We may redeem the notes on or after March 6, 2002.
o Mandatory offer to repurchase: If we sell all or substantially all of our
assets or experience other kinds of changes in control, we must offer to
repurchase the notes.
o Ranking: The notes are general, unsecured obligations, junior in right of
payment to all of our existing and future senior debt and all existing and
future indebtedness and other liabilities of our subsidiaries.
o Markets for our notes and our common stock: Our notes trade on the Portal
market. However, once the notes are sold under this prospectus, they will
no longer trade on the Portal market. Our common stock trades on the Nasdaq
National Market under the symbol "CNET". The last reported sales price of
our common stock on August 16, 2000, as reported by Nasdaq, was $ 27.50 per
share.
o Selling securityholders: The notes and common stock are being offered for
resale by the selling securityholders listed in this prospectus. We will
not receive any proceeds from these resales.
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THE PROSPECTUS, TOGETHER WITH THIS PROSPECTUS SUPPLEMENT NO. 5, CONSTITUTES
THE PROSPECTUS REQUIRED TO BE DELIVERED BY SECTION 5(B) OF THE SECURITIES ACT OF
1933 WITH RESPECT TO OFFERS AND SALES OF THE NOTES AND SHARES OF COMMON STOCK
ISSUABLE UPON CONVERSION OF THE NOTES. ALL REFERENCES IN THE PROSPECTUS TO "THIS
PROSPECTUS" ARE HEREBY AMENDED TO READ "THIS PROSPECTUS (AS SUPPLEMENTED AND
AMENDED)".
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THIS INVESTMENT INVOLVES RISK. YOU SHOULD PURCHASE ONLY IF YOU CAN AFFORD A
COMPLETE LOSS OF YOUR INVESTMENT. SEE "RISK FACTORS" BEGINNING ON PAGE 6.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this prospectus supplement is August 17, 2000.
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The prospectus is hereby amended to add the following information to the
end of the section of the prospectus entitled "Selling Securityholders":
The information in the following table is as of August 17, 2000 and assumes
that no selling securityholder beneficially owns any shares of our common stock
other than shares issuable pursuant to the conversion of the notes. In addition,
the information in the table assumes the conversion of all notes owned by each
selling securityholder at the conversion price of $37.40625 per share. This
conversion price may be adjusted under some circumstances. As a result, the
number of shares issuable upon conversion of the notes may increase or decrease.
Under the terms of the indenture governing the notes, cash will be paid instead
of issuing fractional shares upon conversion. The selling securityholders listed
below provided us the information contained in the following table with respect
to themselves and the respective principal amount of notes that may be sold by
each of them under this prospectus. We have not independently verified this
information.
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF SHARES OF PERCENTAGE OF
NOTES BENEFICIALLY COMMON STOCK COMMON STOCK
NAME OF SELLING OWNED THAT PERCENTAGE OF THAT MAY BE OUTSTANDING
SECURITYHOLDER (1)(2) MAY BE SOLD NOTES OUTSTANDING SOLD (3) (4)(5)(6)
--------------------- ------------------- ----------------- ------------ -------------
<S> <C> <C> <C> <C>
Credit Suisse First Boston Corporation $5,000,000 2.9% 133,667 *
</TABLE>
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* Less than 1%.
(1) Except as otherwise set forth in the footnotes to this table, none of the
selling securityholders has, or within the last three years has had, any
position, office or other material relationship with us or any of our
predecessors or affiliates.
(2) No holder may offer notes pursuant to this prospectus until such holder is
named as a selling securityholder in this prospectus or in a supplement to
this prospectus.
(3) This number is the shares of common stock into which the notes held by the
selling securityholders are convertible at the conversion rate. The
conversion rate and the number of shares of common stock issuable upon
conversion of the notes are subject to adjustment under particular
circumstances. See "Description of the Notes - Conversion." Accordingly,
the number of shares of common stock issuable upon conversion of the notes
may increase or decrease from time to time. Fractional shares will not be
issued upon conversion of the notes. Instead, cash will be paid instead of
any fractional shares.
(4) This number assumes: (a) that the full amount of notes held by the selling
securityholder are converted into common stock at the conversion rate and
(b) the offering of such shares by such selling securityholder pursuant to
the registration statement of which this prospectus forms a part. The
conversion rate and number of shares of common stock issuable upon
conversion of the notes are subject to adjustment under particular
circumstances. See "Description of the Notes - Conversion." Accordingly,
the number of shares of common stock issuable upon conversion of the notes
may increase or decrease from time to time. Fractional shares will not be
issued upon conversion of the notes. Instead, cash will be paid instead of
any fractional shares.
(5) In accordance with the rules of the SEC, the percentage of common stock
outstanding owned by each selling securityholder is calculated as follows:
(a) the numerator is the number of shares of common stock held by that
selling securityholder upon conversion of all notes owned by that selling
securityholder and (b) the denominator includes the number of shares of
common stock outstanding and the number of shares of common stock held by
that selling securityholder upon conversion of all notes owned by that
selling securityholder.
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(6) None of the securityholders contained in this table were the beneficial
owners of more than 1% of the total common stock outstanding as June 30,
2000.
The selling securityholders identified above may have sold, transferred or
otherwise disposed of, in transactions exempt from the registration requirements
of the Securities Act of 1933, all or a portion of their notes since the date on
which the information in the preceding table is presented. Information
concerning the selling securityholders may change from time to time and any such
changed information will be set forth in supplements to this prospectus if and
when necessary. Because the selling securityholders may offer all or some of the
notes they hold or shares of common stock issuable upon conversion of the notes
pursuant to the offering contemplated by this prospectus, no estimate can be
given as to the amount of the notes or shares of common stock that will be held
by the selling securityholders upon the termination of this offering. See "Plan
of Distribution."
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