<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OF 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
OCTOBER 17, 2000
CNET NETWORKS, INC.
(Exact Name of Registrant as Specified in Charter)
--------------------------------------------------------------------------------
DELAWARE 0-20939 13-3696170
(State or Other (Commission File (I.R.S. Employer
Jurisdiction Number) Identification No.)
of Incorporation)
--------------------------------------------------------------------------------
150 CHESTNUT STREET,
SAN FRANCISCO, CALIFORNIA 94111
(Address of Principal Executive Offices) (Zip Code)
--------------------------------------------------------------------------------
Registrant's Telephone Number, Including Area Code:
(415) 395-7800
<PAGE> 2
PORTIONS AMENDED:
The registrant hereby amends Item 7 of its Current Report on Form 8-K filed on
Friday, October 27, 2000 to include financial statements of businesses acquired
and pro forma financial information in accordance with Items 7(a)(4) and 7(b)(2)
within 60 days after the due date of the initial filing. Except as set forth in
Item 7 below, no other changes are made to the Current Report on Form 8-K filed
on October 27, 2000.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
In connection with the merger of TD Merger Sub, Inc., a wholly-owned
subsidiary of CNET Networks, Inc., with and into Ziff-Davis Inc. which was
completed on October 17, 2000, the financial statements and information
required by Items 7(a) and (b) of the General Instructions to Form 8-K have
been included in the following documents, previously filed with the
Securities and Exchange Commission pursuant to the Securities Exchange Act
of 1934, as amended, and are hereby incorporated by reference:
1. Ziff-Davis Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1999 (File No. 001-14055).
2. Ziff-Davis Inc.'s Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2000 (File No. 001-14055).
3. Post-Effective Amendment No. 1 to CNET Networks Inc.'s Registration
Statement on Form S-4 filed on September 8, 2000 (Reg. No. 333-43900).
(c) Exhibits.
The exhibits listed below and in the accompanying Exhibit Index are filed
as part of the Current Report on Form 8-K.
EXHIBIT NO. TITLE
23.1 Consent of PricewaterhouseCoopers LLP
<PAGE> 3
SIGNATURE
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: November 13, 2000
CNET NETWORKS, INC.
By: /s/ DOUGLAS WOODRUM
-----------------------------------
Name: Douglas Woodrum
Title: Chief Financial Officer
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
23.1 Consent of PricewaterhouseCoopers LLP
</TABLE>
