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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO.1)
NBC Internet, Inc.
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(Name of Issuer)
Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
62873D-10-5
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(CUSIP Number)
Chris Kitze
Chief Executive Officer
NBC Internet, Inc.
225 Bush Street
San Francisco, California 94104
(415) 288-2500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 9, 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 Rule 13d-1 (e), 13d-1(f) or 13d-1 (g), check the
following box [_].
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SCHEDULE 13D
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CUSIP No. 62873D-10-5 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Christopher A. Kitze and Christina M. Kitze, as individuals and as
general partners of Flying Disc Investments Limited Partnership, a Nevada
limited partnership
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 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
NUMBER OF -0-
SHARES
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8 SHARED VOTING POWER
BENEFICIALLY 3,050,680 Class A common stock**
OWNED BY
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9 SOLE DISPOSITIVE POWER
EACH -0-
REPORTING
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10 SHARED DISPOSITIVE POWER
PERSON 3,050,680 Class A common stock**
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,050,680 Class A common stock**
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%***
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14 TYPE OF REPORTING PERSON*
Christopher A. Kitze: IN, Christina M. Kitze: IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
**All shares are held by Flying Disc Investments Limited Partnership, a Nevada
limited partnership, of which Mr. and Mrs. Kitze are the general partners. Mr.
and Mrs. Kitze share voting and dispositive power over those shares.
***In calculating the percentage of the class of securities beneficially owned
by the Reporting Persons, such percentage was computed on the total number of
shares of Class A common stock and Class B common stock outstanding as of
December 31, 1999.
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Page 3 of 6 Pages
Item 1. Security and Issuer:
This Schedule 13D relates to the common stock, $.0001 par value per
share, of NBC Internet, Inc. ("NBCi") whose principal executive offices are
located at 225 Bush Street, San Francisco, California 94104. The common stock of
NBCi is divided into two classes: the Class A common stock and the Class B
common stock, both of which are voting securities. The Class A common stock and
the Class B common stock are the same in all respects except for important
governance rights, the fact that only the Class A common stock will be publicly
traded and that only National Broadcasting Company, Inc. ("NBC") and its
affiliates may hold shares of Class B common stock. In calculating the
percentage of the class of securities beneficially owned by the Reporting
Persons, such percentage was computed on the total number of shares of Class A
common stock and Class B common stock outstanding as of December 31, 1999.
Item 2. Identity and Background:
This statement is being filed by Christopher A. Kitze and Christina M.
Kitze, as individuals and as general partners of Flying Disc Investments Limited
Partnership, a Nevada limited partnership, each referred to herein as the
"Reporting Persons."
<TABLE>
<CAPTION>
Present Business Address or
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Name/Citizenship Residence Present Principal Occupation
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<S> <C> <C>
Christopher A. Kitze NBC Internet, Inc. Chief Executive Officer of NBC
United States 225 Bush Street Internet, Inc.
San Francisco, CA 94104
Christina M. Kitze 30 Kite Hill Lane Herself
United States Mill Valley, CA 94941
</TABLE>
During the last five years none of the Reporting Persons has been (i)
convicted of any criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration:
The Reporting Persons acquired the shares of Class A common stock in
the merger of XOOM.com, Inc. ("Xoom") with and into Xenon 3, Inc., a wholly
owned subsidiary of NBCi, with Xoom being the surviving corporation, pursuant to
the terms and provisions of the Agreement and Plan of Contribution and Merger
dated May 9, 1999, as amended on October 20, 1999 among NBCi, Xoom, Xenon 3,
Inc., CNET, Inc. and SNAP! LLC (the "Merger Agreement"). Pursuant to the terms
of the Merger Agreement each outstanding share of Xoom was converted into one
(1) share of Class A common stock. The merger was effective
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Page 4 of 6 Pages
November 29, 1999. As a result of the merger the shares of common stock of Xoom
held by the Reporting Persons were converted into shares of Class A common
stock of NBCi.
Item 4. Purpose of Transaction:
As discussed in Item 3 of this Schedule 13D, the Reporting Persons
acquired the Class A common stock pursuant to the terms of the Merger Agreement.
The transactions contemplated by the Merger Agreement were part of a series of
transactions that formed NBCi. These transactions are discussed in detail in
the proxy statement/prospectus dated November 2, 1999 which forms a part of
NBCi's Registration Statement on Form S-4 (Registration Number 333-82639).
None of the Reporting Persons has any present plans or proposals which
relate to or would result in any actions described in subparagraphs (a) through
(j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer:
(a) The responses of the Reporting Persons to Rows (7) through (13) of
the cover page of this Schedule 13D are incorporated herein by reference. The
Reporting Persons own 3,050,680 shares of NBCi's Class A common stock.
(b) Except as disclosed in Item 5(a), none of the Reporting Persons,
nor, to the best of their knowledge, any of their directors or executive
officers, beneficially owns any shares of the common stock of NBCi.
(c) The Reporting Persons sold 300,000 shares of the Class A common
stock in an underwritten public offering dated February 9, 2000 at $81.375 per
share.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer:
Flying Disc Investments Limited Partnership ("Flying Disc") and
Christopher A. Kitze have entered into a registration rights agreement dated
November 30, 1999 with NBCi, NBC, GE Investments Subsidiary, Inc. and CNET, Inc.
Under the registration rights agreement NBCi, upon the request of Mr. Kitze and
Flying Disc, among others, is obligated to file a shelf registration statement
at any time following the later of November 30, 2000 or the date NBCi is first
able to file a Registration Statement on Form S-3. In addition, Mr. Kitze, on
behalf of himself or Flying Disc, has three demand rights, one of which can be
made on Form S-1 and one of which can be for a shelf registration. CNET, Inc.
will be entitled to exercise its initial demand right before other parties for a
period of 60 days following consummation of the contribution agreement. In such
event, the Class A common stock requested by CNET, Inc. to be included in such
offering may be reduced to the lesser of 50% of the securities to be sold or all
of the securities requested to be included by CNET, Inc., with the remainder to
be allocated between NBCi and Mr. Kitze.
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Page 5 of 6 Pages
Except as set forth in this Schedule 13D, to the best knowledge of the
Reporting Persons, there are no other contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 and between
such persons and any person with respect to any securities of NBCi, including,
but not limited to, transfer or voting of any of the securities of NBCi, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies, or a
pledge or contingency the occurrence of which would give another person voting
power or investment power over the securities of NBCi.
Item 7. Material to be Filed as Exhibits:
Not Applicable
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Page 6 of 6 Pages
SIGNATURES
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.
February 18, 2000
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/s/ Christopher A. Kitze
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Christopher A. Kitze
An Individual and as General Partner
of Flying Disc Investments Limited Partnership
/s/ Christina A. Kitze
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Christina A. Kitze
An Individual and as General Partner
of Flying Disc Investments Limited Partnership
