<PAGE>
<TABLE>
<S> <C> <C>
OMB APPROVAL
-----------------------------
UNITED STATES OMB Number: 3235-0060
SECURITIES AND EXCHANGE COMMISSION Expires: May 31, 2000
Washington, D.C. 20549 Estimated average burden
hours per response... 5.00
-----------------------------
</TABLE>
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
<TABLE>
<S> <C> <C>
Date of Report (Date of earliest event reported) October 24, 2000
-----------------------------------------------------------------------------------
Fogdog, Inc.
-----------------------------------------------------------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 000-27437 77-0388602
-----------------------------------------------------------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
500 Broadway, Redwood City, California 94063
-----------------------------------------------------------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (650) 980-2500
---------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
</TABLE>
<PAGE>
ITEM 5. OTHER EVENTS
On October 24, 2000, Fogdog, Inc. ("Fogdog") entered into an Agreement
and Plan of Merger and Reorganization (the "Merger Agreement") with Global
Sports, Inc. ("Global Sports") and Fido Acquisition Corp., a wholly owned
subsidiary of Global Sports. As a result of the merger (the "Merger")
contemplated by the Merger Agreement, each outstanding share of Fogdog common
stock will be converted into the right to acquire 0.135 of a share of Global
Sports common stock. The Merger is intended to constitute a reorganization
under Section 368(a) of the Internal Revenue Code of 1986, as amended, and to
be accounted for as a purchase transaction. Consummation of the Merger is
subject to various conditions, including, among other things, receipt of the
necessary approvals of the stockholders of Fogdog and clearance under the Hart-
Scott-Rodino Antitrust Improvements Act.
Fogdog, its directors, executive officers and certain other members of
Fogdog management may be soliciting proxies from Fogdog stockholders in favor
of the adoption of the Merger Agreement, including Timothy P. Harrington
(Chief Executive Officer, President and Director) Bryan J. LeBlanc (Chief
Financial Officer, Vice President, Finance and Secretary), Robert S. Chea
(Vice President, Engineering), Ralph T. Parks (Director), Ray A. Rothrock
(Director), Lloyd D. Ruth (Director), Warren J. Packard (Director) and Donna
De Varona (Director). Certain information concerning the participants in the
solicitation is set forth below. Additional information will be set forth in
the proxy statement/prospectus and the registration statement on Form S-4 that
are expected to be filed with the Securities and Exchange Commission in
connection with the transactions contemplated by the Merger Agreement. Certain
directors, executive officers and significant stockholders of Fogdog holding
an aggregate of approximately 31% of Fogdog's currently outstanding common stock
have entered into voting and stock transfer restriction agreements with Global
Sports, dated October 24, 2000 (the "Voting Agreements"), and have delivered
irrevocable proxies to Global Sports, pursuant to which they have agreed to vote
their Fogdog shares in favor of adoption of the Merger Agreement and related
matters. In addition, a certain officer and director of Fogdog has entered into
an employment agreement with Global Sports whereby following the completion of
the Merger, such officer and director will become an employee of Global Sports.
The foregoing description of the Merger Agreement, Voting Agreements
and the transactions contemplated thereby do not purport to be complete and
are qualified in their entirety by reference to the Merger Agreement and the
form of Voting Agreement filed herewith. A joint press release issued by
Fogdog and Global Sports announcing the Merger is also filed herewith.
All stockholders of Fogdog should read the proxy statement/prospectus
concerning the Merger Agreement and the Merger that will be filed with the SEC
and mailed to Fogdog stockholders. The proxy Statement/prospectus will contain
important information that Fogdog stockholders should consider before making
any decision regarding the Merger. Fogdog stockholders will be able to obtain
the proxy statement/prospectus, as well as Other filings containing
information about Fogdog and Global Sports, without charge, at the SEC's
Internet site (http://www.sec.gov). Copies of the proxy statement/prospectus
and the SEC filings that will be incorporated by reference in the proxy
statement/prospectus will also be available, without charge, by contacting the
Secretary of the appropriate company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following documents are filed as exhibits to this report:
Exhibit
Number Description of Document
------ -----------------------
2.1 Agreement and Plan of Merger and Reorganization dated as
of October 24, 2000, by and among Fogdog, Inc., Global
Sports, Inc. and Fido Acquisition Corp., a wholly owned
subsidiary of Global Sports, Inc.
2.2 Form of Voting and Stock Transfer Restriction
Agreement entered into by and between Global Sports,
Inc. and certain stockholders of Fogdog, Inc.
99.1 Joint press release of Fogdog, Inc. and Global Sports,
Inc. dated October 24, 2000.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
FOGDOG, INC.
Dated: October 31, 2000 By: /S/ TIMOTHY P. HARRINGTON
----------------------------
Timothy P. Harrington,
President and Chief Executive Officer
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Document
------ -----------------------
2.1 Agreement and Plan of Merger and Reorganization dated as of
October 24, 2000, by and among Fogdog, Inc., Global Sports,
Inc. and Fido Acquisition Corp., a wholly owned subsidiary
of Global Sports, Inc.
2.2 Form of Voting and Stock Transfer Restriction Agreement
entered into by and between Global Sports, Inc. and certain
stockholders of Fogdog, Inc.
99.1 Joint press release of Fogdog, Inc. and Global Sports, Inc.
dated October 24, 2000.
