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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A-1
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 29, 1999
NBC INTERNET, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-27899 94-3333463
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
225 Bush Street
San Francisco, California 94104
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 288-2500
300 Montgomery Street, Suite 300
San Francisco, California 94104
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(Former name or former address, if changed since last report)
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements
The financial statements required by this item are not
included in this report. Such financial statements will be filed by amendment to
this Form 8-K within 60 days of the date hereof.
(b) Pro Forma Financial Information.
The financial information required by this item is not
included in this report. Such financial statements will be filed by amendment to
this Form 8-K within 60 days of the date hereof.
(c) Exhibits.
2.1 Agreement and Plan of Contribution and Merger dated
as of May 9, 1999 by and among the Registrant, Xoom.com, Inc., CNET, Inc., SNAP!
LLC and Xenon 3, Inc. (incorporated by reference to Exhibit 2.1 to the
Registrant's Registration Statement on Form S-4 (Commission File No.
333-82639)).
2.2 First Amendment to Agreement and Plan of Contribution
and Merger dated as of October 20, 1999 by and among the Registrant, Xoom.com,
Inc., CNET, Inc., SNAP! LLC and Xenon 3, Inc. (incorporated by reference to
Exhibit 2.2A to the Registrant's Registration Statement on Form S-4 (Commission
File No. 333-82639)).
2.3 Second Amended and Restated Agreement and Plan of
Contribution, Investment and Merger dated July 8, 1999 by and among the
Registrant, National Broadcasting Company, Inc., GE Investments Subsidiary,
Inc., Neon Media Corporation and Xoom.com, Inc. (incorporated by reference to
Exhibit 2.2 to the Registrant's Registration Statement on Form S-4 (Commission
File No. 333-82639)).
2.4 First Amendment to Second Amended and Restated
Agreement and Plan of Contribution, Investment and Merger dated October 20, 1999
by and among the Registrant, National Broadcasting Company, Inc., GE Investments
Subsidiary, Inc., Neon Media Corporation and Xoom.com, Inc. (incorporated by
reference to Exhibit 2.3A to the Registrant's Registration Statement on Form S-4
(Commission File No. 333-82639)).
3.1 Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-8 (Commission File No. 333-91715)).
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3.2 Amended and Restated Bylaws of the Registrant
(incorporated by reference to Exhibit 4.2 to the Registrant's Registration
Statement on Form S-8 (Commission File No. 333-91715)).
4.1 Reference is made to Exhibits 3.1 and 3 .2.
4.2 Specimen Stock Certificate of the Registrant
(incorporated by reference to Exhibit 4.2 to the Registrant's Registration
Statement on Form S-4 (Commission File No. 333-82639)).
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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 thereunto duly authorized.
NBC INTERNET, INC.
Date: December 13, 1999 /s/ John Harbottle
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John Harbottle, Executive Vice President
Finance and Chief Financial Officer
