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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 10, 2000 (February 29, 2000)
CNET Networks, Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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Delaware 0-20939 13-3696170
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(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION)
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150 Chestnut Street, San Francisco, California 94111
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code:
(415) 395-7800
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Effective February 29, 2000, CNET Networks, Inc. (the "Registrant"),
acquired mySimon inc., a California corporation ("mySimon"), through the merger
of CNET Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of
the Registrant ("Merger Sub") with and into mySimon. In connection with the
acquisition, the Registrant will issue a total of 11,090,655 shares of its
common stock, having a value of approximately $736 million, to the shareholders
of mySimon. The number of shares to be issued was calculated by dividing the
value of mySimon, on a fully-diluted basis and as agreed upon by the parties, by
the average closing price of the Registrant's common stock as quoted on the
Nasdaq National Market and as reported in the Wall Street Journal for the ten
days prior to January 19, 2000, the date of the execution of the Agreement and
Plan of Merger (the "Merger Agreement"). The mySimon acquisition is a pooling of
interests transaction. MySimon is a provider of comparison shopping information
on the Internet. For more information with respect to the terms of the mySimon
acquisition, reference is made to the Agreement and Plan of Merger dated as of
January 19, 2000, by and among the Registrant, Merger Sub, and mySimon, which
was filed as Exhibit 2.1 to the Registrant's Current Report on Form 8-K dated
January 24, 2000, and is incorporated herein by reference.
ITEM 5. OTHER EVENTS.
Effective February 29, 2000, the Registrant has changed its corporate
name from CNET, Inc. to CNET Networks, Inc. For more information with respect to
the Registrant's name change, reference is made to the press release attached as
Exhibit 99.1 hereto, which is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a)(1) Financial Statements
In accordance with paragraph (a)(4) of Item 7 of Form 8-K, the
historical financial statements required in connection with the mySimon
acquisition are not included in this initial report but will be filed not later
than 60 days after the date hereof.
(b) Proformas
In accordance with paragraph (b)(2) of Item 7 of Form 8-K, the pro
forma financial information required in connection with the mySimon acquisition
is not included in this initial report but will be filed not later than 60 days
after the date hereof.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of January 19, 2000,
by and among the Registrant, Merger Sub, and mySimon.*
(Filed as Exhibit 2.1 to the Registrant's Current Report on
Form 8-K dated January 24, 2000, and incorporated herein by
reference.)
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99.1 Press Release dated March 1, 2000.
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* The schedules to this agreement were omitted in reliance upon
Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish a copy
of any omitted schedule to the Commission upon request.
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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 hereunto duly authorized.
Dated: March 10, 2000 CNET NETWORKS, INC.
By: /s/ DOUGLAS N. WOODRUM
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Douglas N. Woodrum
Executive Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of January 19, 2000, by
and among the Registrant, Merger Sub and mySimon. (Filed as
Exhibit 2.1 to the Registrant's Current Report on Form 8-K dated
January 24, 2000, and incorporated herein by reference.)
99.1 Press Release dated March 1, 2000.
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EXHIBIT 99.1
CNET, Inc. Completes Acquisition of mySimon, inc.
SAN FRANCISCO, Calif. March 1, 2000 -- CNET, Inc. today announced that it has
completed its acquisition of mySimon inc., effective February 29, 2000. CNET
issued a total of approximately 11 million shares of CNET common stock to
mySimon stockholders, valued at approximately $736 million based on the February
29 closing stock price. The mySimon acquisition is a pooling of interests
transaction.
CNET also announced that, effective yesterday, it has changed its corporate name
to CNET Networks, Inc. to reflect the mySimon acquisition and the company's
inclusion of new brands under the CNET banner.
The mySimon acquisition solidifies CNET's dominant position in the comparison
shopping space for computers and consumer electronics. The combination of CNET's
depth of content and mySimon's breadth of product categories and merchant search
capabilities is intended to simplify and to organize the e-commerce landscape by
creating a single destination devoted to informing online shoppers in every
category.
CNET and mySimon have already begun integrating CNET's industry leading content,
including product reviews, editors' top picks, news feeds and other resources
into the mySimon service.
Examples of the integration can be found here:
PDA content integration
Integrated reviews and recommendations
In addition, CNET is planning to leverage mySimon's VLA Technology (Virtual
Learning Agent) within its own commerce services. The VLA Technology will enable
CNET to expand to more categories, adding product information and merchant
prices at a very rapid pace.
"First and foremost, the acquisition of mySimon clearly consolidated CNET's
position as the Internet's number one comparison shopping resource for computer
and consumer electronics products," stated Halsey Minor, CNET Chairman and CEO.
"I am pleased to note that the marriage has already begun to bear fruit, with a
sharing of best practices that has led to notable enhancements in both CNET's
commerce services and mySimon's computers and electronics categories."
Minor continued, "Going forward, this acquisition provides ready-made options to
extend our successful lead-based business model into new categories."
"CNET has already demonstrated its commitment to the success of mySimon and the
integrity of our combined vision of creating the definitive comprehensive
comparison shopping service for
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just about anything on the Web," said Josh Goldman, President of mySimon, inc.
"Seeing what CNET and mySimon have been able to accomplish together in the past
few weeks confirms our hopes -- that this is a winning combination."
About CNET Networks
CNET Networks, Inc. is a leading edge media company, producing a branded
Internet network, computer product database and television and radio programming
for both consumers and businesses. CNET is the leading authority on computers,
the Internet and technology products and services. CNET's network serves
millions of users each day. CNET Data Services licenses its multi-lingual
product database to more than 40 U.S. and European online computer retailers,
resellers and leading e-commerce companies. CNET television programming airs on
CNBC and in national syndication, as well as nearly 100 foreign countries. CNET
Radio airs in the San Francisco Bay Area on KNEW 910 AM. CNET currently has
investments in cash and marketable securities that are valued at more than $1
billion, including its approximate 12 percent stake in NBC Internet Inc.
About mySimon, inc.
mySimon (http://www.mysimon.com/), is the premier comparison shopping
destination on the Internet. mySimon's easy-to-use Web shopping service, powered
by Virtual Learning Agent (VLA) technology, helps consumers find the best values
for anything sold on the Web. mySimon searches hundreds of millions of products
at thousands of stores online.
# # #
This press release includes forward-looking information and statements that are
subject to risks and uncertainties that could cause actual results to differ
materially. These statements are generally identified by words like "expect",
"intend", "believe" and other similar expressions. Statements regarding the
expected benefits of the transaction are subject to the risk that expected
synergies will not be achieved and to the general risks associated with the
companies' businesses. For risks about CNET's business see its Form 10-K for the
year-ended December 31, 1998 and subsequent Forms 10-Q and Forms 8-K.
Contact:
Karen Wood
CNET, Inc.
(415) 364-8473
[email protected]
Brian Rolfe
mySimon inc.
(408) 330-4448
[email protected]
