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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)
deltathree.com, Inc..
(Name of Issuer)
Class A Common Stock, $0.001 Par Value Per Share
(Title of Class of Securities)
24783N-10-2
(CUSIP Number)
October 20, 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)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
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SCHEDULE 13G
CUSIP NO. 24783N-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 MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 5. SOLE VOTING POWER [X]
SHARES ------------------------------------------------
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER [ ]
EACH ------------------------------------------------
REPORTING
PERSON 7. SOLE DISPOSITIVE POWER [X]
WITH ------------------------------------------------
8. SHARED DISPOSITIVE POWER [ ]
- -------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,249,154*
- -------------------------------------------------------------------------------
10. CHECK BOX IF THAT AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
- -------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 14.88%
- -------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON CO
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* Shares are held of record by CNET Investments, Inc., a wholly owned
subsidiary of CNET, Inc. Includes immediately exercisable warrants to
purchase 375,098 shares of Class A Common Stock at $23.995 per share.
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SCHEDULE 13G
ITEM 1(a). NAME OF ISSUER:
deltathree.com, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
430 Park Avenue, Suite 500
New York, NY 10022
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:
24783N-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 [ ]
* Shares are held of record by CNET Investments, Inc., a wholly owned
subsidiary of CNET, Inc.
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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.
(a) Amount beneficially owned:
1,249,154 shares**
(b) Percent of Class: 14.88%
(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.
** Shares are held of record by CNET Investments, Inc., a wholly owned
subsidiary of CNET, Inc. Includes immediately exercisable warrants to
purchase 375,098 shares of Class A Common Stock at $23.995 per share.
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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
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.
Date: February 14, 2000 CNET, Inc.
By: /s/ DOUGLAS N. WOODRUM
----------------------------
Name: Douglas N. Woodrum
Title: Chief Financial Officer
