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As filed with the Securities and Exchange Commission on December 1, 1998
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) November 17, 1998
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ZIFF-DAVIS INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-9676 13-3987754
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(Commission File Number) (IRS Employer Identification No.)
One Park Avenue, New York, New York 10016
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(Address of Principal Executive Offices) (Zip Code)
(212) 503-3500
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Page 1
Exhibit Index on Page 4
1
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Item 5. Other Events.
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On November 17, 1998, Ziff-Davis Inc. issued press releases in the form
attached as Exhibits 99.1 and 99.2, which are incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a)-(b) Not applicable.
(c) See "Index to Exhibits" on Page 4.
2
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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.
ZIFF-DAVIS INC.
Dated: December 1, 1998 By: /s/ Timothy C. O'Brien
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Name: Timothy C. O'Brien
Title: Chief Financial Officer
3
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INDEX TO EXHIBITS
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Exhibit No. Exhibit
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99.1 Press Release, dated November 17, 1998
99.2 Press Release, dated November 17, 1998
4
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Exhibit 99.1
FOR IMMEDIATE RELEASE
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ZIFF-DAVIS TO EXERCISE
OPTION TO PURCHASE ZDTV
NEW YORK, Nov. l7, 1998 As expected, Ziff-Davis (NYSE: ZD) today announced that
it will exercise its option to purchase ZDTV from MAC, an affiliate of SOFTBANK
Corp. ZDTV, the first 24-hour cable television channel focused on the Internet
and related technologies, has exceeded expectations, and will reach nine million
homes by year end.
Also today, Ziff-Davis announced that Paul G. Allen's Vulcan Ventures, Inc. will
make a strategic investment in ZDTV. [See related press release, "Paul G.
Allen's Vulcan Ventures Makes Strategic Investment of $54 million in ZDTV."]
Eric Hippeau, Chairman and CEO of Ziff-Davis, said, "We have said all along that
Ziff-Davis would exercise its option to purchase MAC's interest in ZDTV if the
channel had access to more than eight million homes by the end of this year.
ZDTV has already achieved that distribution goal, making it one of the most
successful launches in recent history. Both of today's announcements represent
a strong vote of confidence for the channel and represent our belief that ZDTV
has all the makings of a very successful cable business."
Ziff-Davis' purchase of ZDTV from MAC also includes the purchase of ZD
Television Productions, which creates customized programming for ZDTV and third
parties, including "21st Century Home" with Home & Garden Television.
Ziff-Davis will also combine SKY Television, the producer of Bunting's Window,
into ZDTV. Ziff-Davis recently completed the acquisition of SKY Television, a
media company that specializes in in-flight programming, video production, and
cable and broadcast television shows.
ZIFF-DAVIS BACKGROUND
Ziff-Davis is a leading integrated media and marketing company focused on
Internet-related technologies, with principal platforms in print publishing,
trade shows and conferences, online content, television, market research and
education. The Company provides global marketing and media strategies for
reaching key technology decision-makers worldwide.
<PAGE>
This release contains forward-looking statements that are subject to risks and
uncertainties. Although Ziff-Davis Inc. believes that the expectations
reflected in its forward-looking statements are reasonable, actual results could
differ materially from those expectations. Important cautionary statements and
risk factors that would affect actual results are discussed in materials filed
by Ziff-Davis Inc. with the Securities and Exchange Commission, including under
the caption "Risk Factors" in the Prospectus dated April 28, 1998 contained in
the Registration Statement on Form S-1 (File No. 333-46493).
# # #
For investor information, contact:
Timothy C. O'Brien, Chief Financial Officer, at 212-503-3500 or [email protected]
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For public relations information, contact:
Greg Jarboe at 702-943-6554 or [email protected]
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John Coffey of Abernathy MacGregor Frank at 212-371-5999 or [email protected]
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<PAGE>
Exhibit 99.2
FOR IMMEDIATE RELEASE
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PAUL G. ALLEN'S VULCAN VENTURES MAKES
STRATEGIC INVESTMENT OF $54 MILLION IN ZDTV
LAS VEGAS, NOV. L7, 1998 Ziff-Davis (NYSE: ZD) today announced that Paul G.
Allen's Vulcan Ventures, Inc. will make a strategic investment in ZDTV, the
first 24-hour cable channel focused on the Internet and related technologies.
The $54 million investment will make Vulcan Ventures a one-third partner in
ZDTV.
Also today, Ziff-Davis announced that it will exercise its option to purchase
ZDTV from MAC, an affiliate of SOFTBANK Corp. [See related press release, "Ziff-
Davis To Exercise Option To Purchase ZDTV."]
William Savoy, President, Vulcan Ventures, said, "We believe that ZDTV is one of
the most important cable launches in the last decade. ZDTV's programming about
the Internet and related computer technology embodies Vulcan's strategy of a
`Wired World.' As the Internet continues to explode in popularity, and cable
begins to introduce high-speed connectivity to its customers, a cable channel
dedicated to covering this convergence is very exciting to us."
Larry Wangberg, President and CEO, ZDTV, said, "Paul Allen's investment is
tremendous for ZDTV. This new partnership, coupled with the positive support
we've received from viewers, distribution partners and advertisers, represents
an enormous vote of confidence that computing and the Internet are going
mainstream."
Wangberg added, "With analysts forecasting 122 million Internet users and 1.3
million commercial Web sites in the United States by 2001, there is a huge
marketplace for this programming. We believe ZDTV is in a very strong position
to participate in this growth."
ZDTV'S SUCCESSFUL MILESTONES
Eric Hippeau, Chairman and CEO of Ziff-Davis, added, "ZDTV is proving that
compelling content which attracts new and highly-involved audiences can succeed
even in this difficult distribution market. This gives today's announcements an
even broader significance."
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At the heart of ZDTV is a unique lineup of 12 original shows about technology
and the Internet, all of which are produced at its San Francisco studios. ZDTV
has also shown a steady growth in distribution. It has distribution agreements
with more than 20 cable television affiliates and is also available through
DirectTV and EchoStar. Among the cable affiliates distributing ZDTV are many of
the largest in the industry, including TCI, Cox Communications, and Comcast.
With these affiliates, ZDTV reaches more than nine million homes.
ZDTV has also attracted an unprecedented level of advertising for a new channel.
ZDTV's high-profile advertising partners, include: 3Com, America Online, Barnes
& Noble, Canon, Charles Schwab, Comdisco, Computer Discount Warehouse, Corel,
Cubic, Dell, Earthlink, Egghead.com Gateway, Hewlett Packard, IBM, Intel,
Micron, Microsoft, NEC, Packard Bell, PSI Net, Siebel Systems, Sprint, Sun
Microsystems, Symantec, and Web Street Securities. In addition, ZDTV and
ONSALE, a leading Internet real-time retailer, have created a breakthrough
advertising format that enables ONSALE's ads to feature live online auctions
during ZDTV's Money Machine television show.
ABOUT VULCAN VENTURES
Vulcan Ventures Inc. of Bellevue, Wash. was founded by Paul G. Allen in 1986 to
research and implement his investments. Allen's investments through Vulcan
Ventures are long-term, as his goals enable him to take above-average risks and
a long-term view. Through Vulcan Ventures, Allen invests in companies that
offer products, services or technologies that fit his "Wired World" strategy,
and can contribute to or benefit from the technology and strategy of other Paul
Allen companies. William D. Savoy is president of Vulcan Ventures and
represents Allen in his professional and personal financial transactions as well
as managing the Vulcan analysts, who investigate and secure investment
opportunities. Allen remains chairman of Vulcan.
ZIFF-DAVIS BACKGROUND
Ziff-Davis is a leading integrated media and marketing company focused on
Internet-related technologies, with principal platforms in print publishing,
trade shows and conferences, online content, television, market research and
education. The Company provides global marketing and media strategies for
reaching key technology decision-makers worldwide.
This release contains forward-looking statements that are subject to risks and
uncertainties. Although Ziff-Davis Inc. believes that the expectations
reflected in its forward-looking statements are reasonable, actual results could
differ materially from those expectations. Important cautionary statements and
risk factors that would affect actual results are discussed in materials filed
by Ziff-Davis Inc. with the Securities and Exchange Commission, including under
the caption "Risk Factors" in the Prospectus dated April 28, 1998 contained in
the Registration Statement on Form S-1 (File No. 333-46493).
# # #
<PAGE>
For investor information, contact:
Timothy C. O'Brien, Chief Financial Officer of Ziff-Davis, at 212-503-3500 or
[email protected]
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For public relations information, contact:
Greg Jarboe of Ziff-Davis at 702-732-5111 or [email protected]
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Jason Hunke of Vulcan at 425-453-1940 or [email protected]
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Peggy Keegan of ZDTV at 702-943-6554 or [email protected]
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John Coffey of Abernathy MacGregor Frank at 212-371-5999 or [email protected]
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