<PAGE> 1
UNITED STATES
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 THERETO FILED PURSUANT TO 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CNET Networks, Inc.
-------------------
(Name of Issuer)
Common Stock, $.0001 PAR VALUE
------------------------------
(Title of Class of Securities)
125 945 10 5
--------------
(CUSIP Number)
Halsey M. Minor
c/o CNET Networks, Inc.
150 Chestnut Street
San Francisco, California 94111
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
July 19, 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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
Note: Schedule filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Sections 240.13d-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 purpose 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).
PAGE 1 of 5 PAGES
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SCHEDULE 13D
-----------------------
CUSIP NO. 125 945 10 5
-----------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HALSEY M. MINOR, individually
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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*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
9,575,456
NUMBER OF -----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH
REPORTING -----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
9,575,456
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,575,456
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [x]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.3%
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14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
PAGE 2 of 5 PAGES
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Item 5. Interest in Securities of the Issuer.
Item 5 of the Statement on Schedule 13D, as amended, to which
this amendment relates (the "Schedule 13D"), filed pursuant to Rule 13d-1 of the
Rules and Regulations under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), with respect to the common shares, $.0001 par value (the
"Shares") of CNET Networks, Inc., is hereby supplemented as follows:
(a) Mr. Minor beneficially owns 9,575,456 Shares, which
represents approximately 11.3% of the outstanding Shares. In addition, Mr. Minor
owns 337,952 Shares which are held by a trust for the benefit of Mr. Minor's
descendants. Mr. Minor disclaims beneficial ownership of the 337,952 shares held
by the trust and such shares are not included in the aggregate amount
beneficially reported by Mr. Minor.
(b) Mr. Minor has sole voting and dispositive power with
respect to 9,575,456 Shares of the Shares he beneficially owns.
(c) See Schedule I (attached hereto and incorporated herein by
reference)
PAGE 3 of 5 PAGES
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Signatures
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
DATED: August 2, 2000
Halsey M. Minor
by: /s/ Halsey M. Minor
------------------------------
Halsey M. Minor
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Schedule I
Mr. Minor has acquired or disposed of beneficial ownership with respect to the
following CNET common stock since the filing of his original Schedule 13D:
<TABLE>
<CAPTION>
Date of Transaction Type of Transaction Amount of Securities Price Per Share
------------------- ------------------- -------------------- ---------------
<S> <C> <C> <C>
December 26, 1997 Gift 829 N/A
December 30, 1997 Gift 19 N/A
February 2, 1998 Gift 15 N/A
May 19, 1998 Sale 10,000 $40.50
May 28, 1998 Sale 5,000 $36.04
May 29, 1998 Sale 10,000 $35.3563
June 3, 1998 Stock Option - Right to Buy 1,200,000 $8.0625
June 8, 1998 Gift 3,000 N/A
July 30, 1998 Sale 150,000 $55.00
November 23, 1998 Sale 50,000 $59.05
December 31, 1998 Gift 690 N/A
February 24, 1999 Sale 50,000 $122.775
March 8, 1999 Gift 2,430 N/A
April 28, 1999 Stock Option - Right to Buy 400,000 $58.6875
May 19, 1999 Sale 72,500 $119.3078
May 20, 1999 Sale 27,500 $119.4932
October 26, 1999 Sale 155,000 $46.464
October 27, 1999 Sale 45,000 $44.113
November 18, 1999 Gift 519 N/A
November 22, 1999 Gift 308 N/A
November 30, 1999 Sale 200,000 $51.7769
December 22, 1999 Gift 308 N/A
January 11, 2000 Gift 9 N/A
February 28, 2000 Sale 170,000 $66.1122
February 28, 2000 Exercise or conversion of 170,000 $8.0625
derivative security
February 28, 2000 Sale 85,000 $63.693
February 29, 2000 Sale 85,000 $66.064
</TABLE>
* Price per share/Exercise price and number of shares are not adjusted for two
2-for-1 stock splits effected on March 8, 1999 and May 28, 1999
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