CNET INC /DE
SC 13G/A, 2000-02-14
MOTION PICTURE & VIDEO TAPE PRODUCTION
Previous: CNET INC /DE, SC 13G, 2000-02-14
Next: CNET INC /DE, SC 13D/A, 2000-02-14



<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                SCHEDULE 13G / A
                                 (RULE 13d-102)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULES 13d-1(c) AND AMENDMENTS FILED PURSUANT TO 13d-2(b)
                                (Amendment No. 1)

                                 Mail.com, Inc..
                                (Name of Issuer)

                 Class A Common Stock, $0.01 Par Value Per Share
                         (Title of Class of Securities)

                                   560311-10-2
                                 (CUSIP Number)

                               February 14, 2000
            (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)
                                [X] Rule 13d-1(c)
                                [ ] Rule 13d-1(d)






<PAGE>   2


                                  SCHEDULE 13G


CUSIP NO. 560311-10-2

- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
         NUMBER OF         5.   SOLE VOTING POWER                [X]
          SHARES           ----------------------------------------------------
       BENEFICIALLY        6.   SHARED VOTING POWER              [ ]
        OWNED BY           ----------------------------------------------------
          EACH             7.   SOLE DISPOSITIVE POWER           [X]
       REPORTING           ----------------------------------------------------
         PERSON            8.   SHARED DISPOSITIVE POWER         [ ]
          WITH
- --------------------------------------------------------------------------------
9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
         PERSON                 2,478,023
- --------------------------------------------------------------------------------
10.      CHECK BOX IF THAT AGGREGATE AMOUNT IN ROW (9) EXCLUDES
         CERTAIN SHARES         [ ]
- --------------------------------------------------------------------------------
11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)       7.04
- --------------------------------------------------------------------------------
12.      TYPE OF REPORTING PERSON           CO
- --------------------------------------------------------------------------------





<PAGE>   3



                                  SCHEDULE 13G

ITEM 1(a). NAME OF ISSUER:

           Mail.com, Inc.

ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

           11 Broadway, 6th Floor
           New York, NY  10004

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:

           560311-10-2

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  [X]

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.




<PAGE>   4

           (a) Amount beneficially owned:

               2,478,023 Shares

           (b) Percent of Class:         7.04%

           (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.

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

<PAGE>   5

        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





© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission