UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Global Sports, Inc.
(Name of Company)
Common Stock, $0.01 par value
(Title of Class of Securities)
37937A107
(CUSIP Number)
James J. Woods, Jr.
Interactive Technology Holdings, L.L.C.
c/o Connolly Bove Lodge & Hutz LLP
1220 Market Street
P.O. Box 2207
Wilmington, DE 19899
302-658-9141
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 4, 2000
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 37937A107
1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
Interactive Technology Holdings, L.L.C.
2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X]
3. SEC Use Only
4. Source of Funds AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting 7. Sole Voting Power -0-
Person With
8. Shared Voting Power 17,525,046
9. Sole Dispositive Power -0-
10. Shared Dispositive Power 9,500,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person 17,525,046
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11) 56.2%
14. Type of Reporting Person OO
Page 2 of 12
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CUSIP No. 37937A107
1. Names of Reporting Persons. I.R.S. Identification Nos. of
above persons (entities only).
QK Holdings, Inc.
2.
Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ X ]
3. SEC Use Only
4. Source of Funds AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting 7. Sole Voting Power -0-
Person With
8. Shared Voting Power 17,525,046
9. Sole Dispositive Power -0-
10. Shared Dispositive Power 9,500,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person 17,525,046
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11) 56.2%
14. Type of Reporting Person CO
Page 3 of 12
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CUSIP No. 37937A107
1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
Comcast Corporation
2.
Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ X ]
3. SEC Use Only
4. Source of Funds WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Pennsylvania
Number of
Shares
Beneficially
Owned by
Each
Reporting 7. Sole Voting Power -0-
Person With
8. Shared Voting Power 17,525,046
9. Sole Dispositive Power -0-
10. Shared Dispositive Power 9,500,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person 17,525,046
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11) 56.2%
14. Type of Reporting Person CO
Page 4 of 12
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CUSIP No. 37937A107
1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
QVC, Inc.
2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X]
3. SEC Use Only
4. Source of Funds WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting 7. Sole Voting Power -0-
Person With
8. Shared Voting Power 17,525,046
9. Sole Dispositive Power -0-
10. Shared Dispositive Power 9,500,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person 17,525,046
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11) 56.2%
14. Type of Reporting Person CO
Page 5 of 12
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CUSIP No. 37937A107
1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
Comcast Programming Holdings, Inc.
2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ X ]
3. SEC Use Only
4. Source of Funds AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting 7. Sole Voting Power -0-
Person With
8. Shared Voting Power 17,525,046
9. Sole Dispositive Power -0-
10. Shared Dispositive Power 9,500,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person 17,525,046
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11) 56.2%
14. Type of Reporting Person CO
Page 6 of 12
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CUSIP No. 37937A107
1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
Comcast QVC, Inc.
2.
Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ X ]
3. SEC Use Only
4. Source of Funds AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting 7. Sole Voting Power -0-
Person With
8. Shared Voting Power 17,525,046
9. Sole Dispositive Power -0-
10. Shared Dispositive Power 9,500,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person 17,525,046
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11) 56.2%
14. Type of Reporting Person CO
Page 7 of 12
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Introduction
This Amendment No. 1 (this "Amendment") amends and supplements the
Statement on Schedule 13D filed on September 22, 2000 (the "Original Filing"),
on behalf of Interactive Holdings, L.L.C., QK Holdings, Inc., Comcast
Corporation, QVC, Inc., Comcast Programming Holdings, Inc., and Comcast QVC,
Inc. Capitalized terms used and not defined in this Amendment have the meanings
set forth in the Original Filing. References to "herein" and "hereof" are
references to the Original Filing, as amended by this Amendment.
The sole purpose of this Amendment is to reflect the fact that the
Second Closing described in the third paragraph of Item 4 of the Original Filing
was completed on October 4, 2000. At the Second Closing, Interactive acquired an
additional 3,200,000 shares of Common Stock of the Company and additional
warrants to purchase 2,880,000 shares of Common Stock, there described.
Item 1. Security and Company.
Not modified.
Item 2. Identity and Background.
Not modified.
Item 3. Source and Amount of Funds or Other Consideration.
Not modified.
Item 4. Purpose of Transaction.
See "Introduction," above.
Item 5. Interest in Securities of the Company.
Item 5 of the Original Filing is hereby amended and supplemented by
replacing the first paragraph in its entirety with the following:
Based upon information represented by the Company in the Purchase
Agreement, as of September 8, 2000, there were 21,705,680 shares of Common Stock
outstanding. As of the date of filing of this Amendment, and assuming exercise
of all warrants for Common Stock of which Interactive has beneficial ownership,
under Rule 13d-3, Interactive has dispositive power over 9,500,000 shares of
Common Stock constituting approximately 30.4% of the outstanding shares of
Common Stock. By virtue of the relationship among the Reporting Persons (see
Item 2 herein), the Reporting Persons may be deemed to have shared voting and
dispositive power of the shares of Common Stock of the Company beneficially
owned by Interactive.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Company.
Not modified.
Item 7. Material Filed as Exhibits.
1. Stock and Warrant Purchase Agreement, dated September 13, 2000,
between Interactive Technology Holdings, L.L.C. and Global Sports, Inc.
(incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of
the Company filed on September 20, 2000).
Page 8 of 12
<PAGE>
2. Second Amended and Restated Registration Rights Agreement, dated as
of September 13, 2000, by and among Global Sports, Inc. and the Holders Listed
on the Signature Pages Therein (incorporated by reference to Exhibit 99.3 to the
Current Report on Form 8-K of the Company filed on September 20, 2000).
3. Voting Agreement, dated as of September 13, 2000, between
Interactive Technology Holdings, L.L.C. and Michael G. Rubin (incorporated by
reference to Exhibit 99.1 to the Current Report on Form 8-K of the Company filed
on September 20, 2000).
4. Voting Agreement dated as of September 13, 2000 between Interactive
Technology Holdings, L.L.C. and SOFTBANK Capital Partners L.P., and SOFTBANK
Capital Advisors Fund L.P. (incorporated by reference to Exhibit 99.2 to the
Current Report on Form 8-K of the Company filed on September 20, 2000).
5. Joint Filing Agreement, dated as of September 22, 2000, by and among
the Reporting Persons (previously filed on September 22, 2000, as Exhibit 5 to
the Original Filing).
6. Amended and Restated Executive Officers and Directors of the
Reporting Persons (filed herewith).
Page 9 of 12
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Dated: October 6, 2000
INTERACTIVE TECHNOLOGY HOLDINGS, L.L.C.
By QK Holdings, Inc., its Managing Member
By: /s/ Kevin Else
-------------------------------------------------
Name: Kevin Else
Title: President of QK Holdings, Inc.
QK HOLDINGS, INC.
By: /s/ Kevin Else
--------------------------------------------------
Name: Kevin Else
Title: President of QK Holdings, Inc.
COMCAST CORPORATION
By: /s/ Arthur R. Block
--------------------------------------------------
Name: Arthur R. Block
Title: Senior Vice President
QVC, INC.
By: /s/ Neal S. Grabell
--------------------------------------------------
Name: Neal S. Grabell
Title: General Counsel
Comcast Programming Holdings, Inc.
By: /s/ Rosemarie S. Teta
----------------------------------------
Name: Rosemarie S. Teta
Title: Vice President
Page 10 of 12
<PAGE>
Comcast QVC, Inc.
By: /s/ Rosemarie S. Teta
--------------------------------------------------
Name: Rosemarie S. Teta
Title: Vice President
Page 11 of 12
<PAGE>
Index to Exhibits
10.1. Stock and Warrant Purchase Agreement, dated September 13,
2000, between Interactive Technology Holdings, L.L.C. and
Global Sports, Inc. (incorporated by reference to Exhibit 2.1
to the Current Report on Form 8-K of the Company filed on
September 20, 2000).
10.2. Second Amended and Restated Registration Rights Agreement,
dated as of September 13, 2000, by and among Global Sports,
Inc. and the Holders Listed on the Signature Pages Therein
(incorporated by reference to Exhibit 99.3 to the Current
Report on Form 8-K of the Company filed on September 20,
2000).
10.3. Voting Agreement, dated as of September 13, 2000, between
Interactive Technology Holdings, L.L.C. and Michael G. Rubin
(incorporated by reference to Exhibit 99.1 to the Current
Report on Form 8-K of the Company filed on September 20,
2000).
10.4. Voting Agreement, dated as of September 13, 2000, between
Interactive Technology Holdings, L.L.C. and SOFTBANK Capital
Partners L.P., and SOFTBANK Capital Advisors Fund L.P.
(incorporated by reference to Exhibit 99.2 to the Current
Report on Form 8-K of the Company filed on September 20,
2000).
10.5. Joint Filing Agreement, dated as of September 22, 2000, by and
among the Reporting Persons (previously filed on September 22,
2000, as Exhibit 10.5 to the Original Filing).
99.1. Amended and Restated Executive Officers and Directors of the
Reporting Persons (filed herewith).
Page 12 of 12
