UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. - - )*
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)
September 13, 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
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
Interactive Technology Holdings, L.L.C.
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2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X]
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3. SEC Use Only
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4. Source of Funds AF
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization Delaware
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Number of 7. Sole Voting Power -0-
Shares -----------------------------------------------------------------
Beneficially 8. Shared Voting Power 11,445,046
Owned by -----------------------------------------------------------------
Each 9. Sole Dispositive Power -0-
Reporting -----------------------------------------------------------------
Person With 10. Shared Dispositive Power 3,420,000
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
11,445,046
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) 45.6%
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14. Type of Reporting Person OO
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<PAGE>
CUSIP No. 37937A107
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
QK Holdings, Inc.
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2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ X ]
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3. SEC Use Only
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4. Source of Funds AF
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization Delaware
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Number of 7. Sole Voting Power -0-
Shares -----------------------------------------------------------------
Beneficially 8. Shared Voting Power 11,445,046
Owned by -----------------------------------------------------------------
Each 9. Sole Dispositive Power -0-
Reporting -----------------------------------------------------------------
Person With 10. Shared Dispositive Power 3,420,000
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
11,445,046
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
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13. Percent of Class Represented by Amount in Row (11) 45.6%
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14. Type of Reporting Person CO
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<PAGE>
CUSIP No. 37937A107
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
Comcast Corporation
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2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ X ]
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3. SEC Use Only
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4. Source of Funds WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization Pennsylvania
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Number of 7. Sole Voting Power -0-
Shares -----------------------------------------------------------------
Beneficially 8. Shared Voting Power 11,445,046
Owned by -----------------------------------------------------------------
Each 9. Sole Dispositive Power -0-
Reporting -----------------------------------------------------------------
Person With 10. Shared Dispositive Power 3,420,000
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
11,445,046
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) 45.6%
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14. Type of Reporting Person CO
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<PAGE>
CUSIP No. 37937A107
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
QVC, Inc.
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2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X]
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3. SEC Use Only
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4. Source of Funds WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization Delaware
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power -0-
Shares -----------------------------------------------------------------
Beneficially 8. Shared Voting Power 11,445,046
Owned by -----------------------------------------------------------------
Each 9. Sole Dispositive Power -0-
Reporting -----------------------------------------------------------------
Person With 10. Shared Dispositive Power 3,420,000
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
11,445,046
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) 45.6%
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14. Type of Reporting Person CO
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<PAGE>
CUSIP No. 37937A107
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
Comcast Programming Holdings, Inc.
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2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ X ]
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3. SEC Use Only
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4. Source of Funds AF
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization Delaware
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power -0-
Shares -----------------------------------------------------------------
Beneficially 8. Shared Voting Power 11,445,046
Owned by -----------------------------------------------------------------
Each 9. Sole Dispositive Power -0-
Reporting -----------------------------------------------------------------
Person With 10. Shared Dispositive Power 3,420,000
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
11,445,046
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) 45.6%
--------------------------------------------------------------------------------
14. Type of Reporting Person CO
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<PAGE>
CUSIP No. 37937A107
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
Comcast QVC, Inc.
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2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ X ]
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3. SEC Use Only
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4. Source of Funds AF
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization Delaware
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power -0-
Shares
Beneficially 8. Shared Voting Power 11,445,046
Owned by
Each 9. Sole Dispositive Power -0-
Reporting
Person With 10. Shared Dispositive Power 3,420,000
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
11,445,046
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) 45.6%
--------------------------------------------------------------------------------
14. Type of Reporting Person CO
--------------------------------------------------------------------------------
<PAGE>
Item 1. Security and Company.
This statement relates to the common stock, par value $0.01 per share
(the "Common Stock"), of Global Sports, Inc. (the "Company"), including shares
of Common Stock issuable upon exercise of the warrants, purchased by Interactive
Technology Holdings, L.L.C. The Company is a Delaware corporation, and its
principal executive office is 1075 First Avenue, King of Prussia, Pennsylvania
19406.
Item 2. Identity and Background.
This statement is being filed jointly by the following persons
(hereinafter referred to collectively as the "Reporting Persons"):
(1) Interactive Technology Holdings, L.L.C., a Delaware limited
liability company ("Interactive")
(2) QK Holdings, Inc., a Delaware corporation ("QK")
(3) Comcast Corporation, a Pennsylvania corporation ("Comcast")
(4) QVC, Inc., a Delaware corporation ("QVC")
(5) Comcast Programming Holdings, Inc., a Delaware corporation
("Holdings")
(6) Comcast QVC, Inc., a Delaware corporation
QK is the managing member of Interactive and has a 70% interest in the
profits of Interactive. QK is a wholly owned subsidiary of QVC. Comcast through
its subsidiaries has a 30% interest in the profits of Interactive. Comcast QVC,
Inc. holds a majority of the voting shares of QVC. Comcast QVC, Inc. is a wholly
owned subsidiary of Holdings. Holdings is a wholly owned subsidiary of Comcast.
Sural Corporation, a Delaware corporation ("Sural"), is the beneficial
owner of shares of Comcast Class A Common Stock and of all outstanding shares of
Comcast Class B Common Stock, each share of which is entitled to 15 votes and is
convertible on a share-for-share basis into Comcast Class A Common Stock or
Comcast Class A Special Common Stock. As of December 31, 1999, the shares of
common stock of Comcast owned by Sural constituted a majority of the voting
power of the two classes of Comcast's voting common stock combined. The
principal business office of Sural is located at 1201 N. Market Street, Suite
1405, Wilmington, Delaware 19801.
Brian L. Roberts has sole voting power over stock representing a
majority of voting power of all Sural stock. Pursuant to Rule 13d-3, Brian L.
Roberts may be deemed to be the beneficial owner of the Comcast Class A Common
Stock and the Comcast Class B Common Stock owned by Sural. The principal
business office of Brian L. Roberts is 1500 Market Street, Philadelphia,
Pennsylvania 19102.
Interactive is engaged primarily in the business of seeking and making
investments related to the business in which QVC is engaged. The current
principal business office of Interactive is located c/o Connolly Bove Lodge &
Hutz LLP, 1220 Market Street, P.O. Box 2207, Wilmington, Delaware 19899.
QK is a holding company. The principal business office of QK is located
c/o Connolly Bove Lodge & Hutz LLP, 1220 Market Street, P.O. Box 2207,
Wilmington, Delaware 19899.
<PAGE>
Comcast is principally involved in three lines of business: (1) cable,
through the development, management and operation of broadband communications
networks, (2) commerce, through QVC, its electronic retailing subsidiary, and
(3) content, through its consolidated subsidiaries Comcast-Spectator, Comcast
SportsNet and E! Entertainment Television and through its other programming
investments, including the Golf Channel, Speedvision and Outdoor Life. The
principal business office of Comcast is located at 1500 Market Street,
Philadelphia, Pennsylvania 19102.
QVC is principally engaged in the retailing of general merchandise
through electronic media by producing and distributing merchandise-focused
television programs, via satellite, to affiliated video program distributors for
retransmission to subscribers. The principal business office of QVC is located
at Studio Park, 1200 Wilson Drive, West Chester, Pennsylvania, 19380.
Holdings and Comcast QVC, Inc. are holding companies. The principal
business office of Holdings and Comcast QVC, Inc. is located at 1201 N. Market
Street, Suite 1405, Wilmington, Delaware 19801.
Information concerning the executive officers and directors of the
Reporting Persons is set forth in Exhibit 99.1 of this statement. Each of such
executive officers and directors is a citizen of the United States, unless
otherwise noted in Exhibit 99.1. None of the Reporting Persons, nor to the best
knowledge of the Reporting Persons, any person named in Exhibit 99.1 to this
statement has, during the last five years, been convicted of a criminal
proceeding (excluding traffic violations or similar misdemeanors) or been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in 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 aggregate consideration to be paid by Interactive to the Company
for the shares of Common Stock and warrants to purchase Common Stock purchased
or to be purchased by Interactive as reported herein is $41,312,500. The
aggregate consideration of $14,872,500 paid by Interactive to the Company for
the Common Stock and warrants to purchase Common Stock of the Company purchased
by Interactive at the First Closing (defined below) was funded with a capital
contribution of $4,461,750 from working capital of Comcast and a capital
contribution of $10,410,750 from working capital of QVC. The aggregate
consideration of $26,440,000 to be paid by Interactive to the Company for the
Common Stock and warrants to purchase Common Stock to be purchased at the Second
Closing is expected to be funded with working capital of Interactive, a capital
contribution from working capital of Comcast and a capital contribution from
working capital of QVC.
Item 4. Purpose of Transaction.
Pursuant to the Stock and Warrant Purchase Agreement, dated as of
September 13, 2000 (the "Purchase Agreement"), between the Company and
Interactive, Interactive agreed to purchase (1) 5,000,000 shares of Common Stock
from the Company at a purchase price of $8.15 per share, (2) warrants to
purchase an aggregate of 2,500,000 shares of Common Stock at an exercise price
of $10.00 per share, for a purchase price of $0.125 per warrant and (3) warrants
to purchase an aggregate of 2,000,000 shares of Common Stock at an exercise
price of $8.15 per share, for a purchase price of $0.125 per warrant.
At the first closing under the Purchase Agreement held on September 13,
2000 ("First Closing"), Interactive acquired (1) 1,800,000 shares of Common
Stock at a purchase price of $8.15 per share, (2)
<PAGE>
warrants to purchase 900,000 shares of Common Stock at an exercise price of
$10.00 per share and (3) warrants to purchase 720,000 shares of Common Stock at
an exercise price of $8.15 per share.
The Purchase Agreement provides for a second closing (the "Second
Closing") on the later to occur of (1) the first business day following the date
on which the conditions to the Second Closing set forth in the Purchase
Agreement have been satisfied or waived or (2) such other date as is mutually
agreed to by the Company and Interactive. At the Second Closing, Interactive
will acquire an additional (1) 3,200,000 shares of Common Stock of the Company
at a purchase price of $8.15 per share, (2) warrants to purchase 1,600,000
shares of Common Stock at an exercise price of $10.00 per share, and (3)
warrants to purchase 1,280,000 shares of Common Stock at an exercise price of
$8.15 per share.
The Purchase Agreement provides, among other things, that the Purchaser
will have the right (1) (a) for so long as the Purchaser Group (as defined
below) collectively owns or has the right to acquire 50% or more of the Common
Stock held immediately after the First Closing or the Second Closing, as the
case may be, to designate two members of the Company's Board of Directors, and
(b) for so long as the Purchaser Group collectively owns or has the right to
acquire 10% or more of the Common Stock held immediately after the First Closing
or the Second Closing, as the case may be, to designate one member of the
Company's board of directors; (2) for so long as the Purchaser Group
collectively owns or has the right to acquire 35% or more of the Common Stock
held immediately after the consummation of the First Closing or the Second
Closing, as the case may be, to have one member of each committee of the
Company's board of directors be a designee of Interactive, and (3) for so long
as the Purchaser Group collectively owns or has the right to acquire 10% or more
of the Common Stock held immediately after the consummation of the First Closing
or Second Closing, as the case may be, to designate one representative to
attend, in a non-voting capacity, all meetings of the Company's board of
directors and any committee of the board of directors if no director designated
by Interactive is serving as a director and Interactive waives its right to
designate another person to fill that position on the board of directors. The
term "Purchaser Group" includes Interactive and any entity that directly or
indirectly controls, is controlled by or is under common control with
Interactive, including but not limited to Comcast and QVC. In the Purchase
Agreement, the Company also granted Interactive the option to participate, on a
proportionate basis, in future issuances of equity securities of the Company.
Subject to the provisions of the Purchase Agreement, Interactive may
sell, transfer, assign or pledge all or any part of the shares which it acquires
pursuant to the Purchase Agreement to any member of the Purchaser Group.
Interactive has no present plans to make such a transfer.
Interactive is also party to a second Amended and Restated Registration
Rights Agreement, dated as of September 13, 2000, among the Company, SOFTBANK
(as defined below) and TMCT Ventures, L.P. which grants Interactive demand and
incidental registration rights with respect to the Common Stock, including
shares underlying the warrants for Common Stock purchased pursuant to the
Purchase Agreement.
Coincident with the execution and delivery of the Purchase Agreement,
Michael G. Rubin ("Rubin"), a principal stockholder of the Company holding, to
the best knowledge of the Reporting Persons, 8,025,046 shares of Common Stock,
or 31.9% of the shares of Common Stock outstanding, entered into a voting
agreement, dated as of September 13, 2000 (the "Rubin Voting Agreement"), with
Interactive, pursuant to which Rubin agreed that at any meeting of stockholders
of the Company, or in connection with any written consent of stockholders of the
Company, Rubin will vote or cause to be voted all shares of Common Stock then
held of record or beneficially owned by him (1) against any action or agreement
that would result in a breach in any respect of any covenant, representation or
warranty or any other obligation or agreement of the Company under the Purchase
Agreement; and (2) except as otherwise agreed to in writing in advance by
Interactive, against the following actions: (A) a dissolution of the Company, or
(B) any material change in the present capitalization of the Company or
<PAGE>
any amendment of the Company's certificate of incorporation or by-laws, in each
case, which is intended, or could reasonably be expected, to impede, delay or
adversely affect the transactions contemplated by the Purchase Agreement. Rubin
has agreed to vote or cause to be voted all shares of Common Stock then held of
record or beneficially owned by him in favor of election to the board of
directors of directors entitled to be designated by Interactive pursuant to the
Purchase Agreement and which have been identified by Interactive as nominees for
such purpose. Interactive has agreed to vote or cause to be voted all shares of
Common Stock then held of record or beneficially owned by it in favor of
election to the board of directors of the Continuing Directors. The term
"Continuing Directors" is defined to include Rubin, Jeffrey Rayport and Harvey
Lamm and any other director (1) chosen to fill any vacancy created by any of
them or any successor to any of them ceasing to be a director, and (2)
recommended for appointment or election by a majority of the Continuing
Directors then on the board of directors.
In the Rubin Voting Agreement, Rubin agreed not to take any action to
remove, with or without cause, any director of the Company designated by
Interactive. Notwithstanding the foregoing, Interactive has the right, at all
times, to remove, with or without cause, any or all of the directors designated
by it. Pursuant to the Rubin Voting Agreement, Interactive has agreed not to
take any action to remove, with or without cause, any Continuing Director. If a
vacancy is created on the board of directors, Rubin and Interactive agreed, to
the extent they have the power to do so, to call a special meeting or execute a
written consent of stockholders in lieu of meeting and vote their shares as
described above. In addition, in the Rubin Voting Agreement, Interactive and
Rubin agreed they would take no action to change the size of the board of
directors from nine members without the prior written consent of the other
party.
Pursuant to the Rubin Voting Agreement, Rubin agreed to refrain from
entering into any agreement or understanding with any person or entity, the
effect of which would be inconsistent with or violative of the provisions and
agreements contained in the Purchase Agreement and/or the Rubin Voting Agreement
and he agreed to deliver to Interactive if requested, an irrevocable proxy to
vote all of the shares of Common Stock beneficially owned by him, together with
any shares acquired by him in any capacity after September 13, 2000, in the
manner and with respect to the matters set forth in the Rubin Voting Agreement.
The rights and obligations of Rubin and Interactive under the Rubin Voting
Agreement will terminate upon the earlier of (1) the date when Interactive no
longer has a right to designate directors pursuant to the Purchase Agreement, or
(2) the date when Rubin no longer owns any Common Stock or voting securities of
the Company. The provisions of the Rubin Voting Agreement are binding upon the
successor and assigns of each of the parties, provided that the Rubin Voting
Agreement is only binding upon (1) Interactive's transferee or transferees if
its transferee or transferees are members of the Purchaser Group, and (2)
Rubin's transferee or transferees if his transferee or transferees are required
to become bound pursuant to certain provisions of the Rubin Voting Agreement.
Coincident with the execution and delivery of the Purchase Agreement,
Interactive also entered into a voting agreement, dated as of September 13, 2000
(the "SOFTBANK Voting Agreement") with SOFTBANK Capital Partners L.P. and
SOFTBANK Capital Advisors Fund L.P. (together, "SOFTBANK") similar to the Rubin
Voting Agreement described above. SOFTBANK, to the best knowledge of the
Reporting Persons, holds an aggregate of 9,903,850 shares of Common Stock or
39.4% of the shares of Common Stock outstanding (as calculated pursuant to Rule
13d-3). Pursuant to the SOFTBANK Voting Agreement, SOFTBANK agreed that they
will, at any meeting of stockholders of the Company, or in connection with any
written consent of stockholders of the Company, vote or cause to be voted all
shares of Common Stock then held of record or beneficially owned by them (1)
against any action or agreement that would result in a breach in any respect of
any covenant, representation or warranty or any other obligation or agreement of
the Company under the Purchase Agreement and/or the SOFTBANK Voting Agreement;
and (2) except as otherwise agreed to in writing in advance by either party,
against the following actions: (A) a dissolution of the Company, or (B) any
material change in the present capitalization of the Company or any amendment of
the Company's certificate of incorporation or by-laws, in each case, which is
intended, or could reasonably be expected, to impede, delay or adversely
<PAGE>
affect the transactions contemplated by the Purchase Agreement and/or the
SOFTBANK Voting Agreement.
Pursuant to the SOFTBANK Voting agreement, SOFTBANK and Interactive
agreed to vote or cause to be voted all shares of Common Stock then held of
record or beneficially owned by them in favor of election to the board of
directors of the Company of the directors which either are entitled to designate
and which have been identified by Interactive and/or SOFTBANK, as applicable, as
nominees for such purpose. If a vacancy is created on the board of directors,
SOFTBANK and Interactive agreed, to the extent they have the power to do so, to
call a special meeting or execute a written consent of stockholders in lieu of
meeting and vote their shares in a manner consistent with the board composition
requirements provided for in the Purchase Agreement and the Purchase Agreement,
dated April 24, 2000, between the Company and SOFTBANK. In addition, Interactive
and SOFTBANK agreed they would take no action to change the size of the board of
directors from nine members without the prior written consent of the other
party.
Coincident with the First Closing, the Company amended its by-laws to
set the number of directors at nine and to provide that the number of directors
may not be changed without the approval of a majority of the board of directors,
which majority must include Rubin (for so long as he is a member of the board of
directors) and at least one director designated by each of Interactive and
SOFTBANK (for so long as each has a right to appoint at least one member to the
board of directors).
Other than as described herein, the Reporting Persons have no present
plans or proposals which relate to or would result in: (1) the acquisition by
any person of additional securities of the Company or the disposition of
securities of the Company; (2) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Company or any of its
subsidiaries; (3) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries; (4) any change in the present board
management of the Company, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the Board; (5) any
material change in the present capitalization or dividend policy of the Company;
(6) any other material change in the Company's business or corporate structure;
(7) changes in the Company's certificate of incorporation or by-laws or other
actions which may impede the acquisition of control of the Company by any
persons; (8) a class of securities of the Company to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (9) a class of
equity securities of the Company becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act; or (10) any action similar
to those enumerated above (collectively, the "Specified Actions"). However, the
Reporting Persons intend to evaluate the proposed investment in the Company on
an ongoing basis, and, depending on their evaluation of the business and
prospects of the Company and other factors that they may deem relevant, the
Reporting Persons may determine to dispose of the securities of the Company or
their contractual rights to acquire such securities, acquire additional
securities of the Company or take other actions if market conditions or other
business considerations, in the judgment of the Reporting Persons, warrant. Such
additional acquisitions or dispositions may be effected through open market
purchases or sales, privately negotiated transactions, tender offers to existing
holders or direct negotiation with the Company. Such further acquisitions,
dispositions or other actions may or may not result in the Specified Actions.
All of the foregoing descriptions of the Purchase Agreement, the
Registration Rights Agreement, the Rubin Voting Agreement and the SOFTBANK
Voting Agreement are qualified in their entirety by the full text of such
agreements which are incorporated herein by reference.
<PAGE>
Item 5. Interest in Securities of the Company.
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 statement, and assuming exercise
of all warrants for Common Stock of which Interactive has beneficial ownership,
under Rule 13d-3, Interactive has dispositive power over 3,420,000 shares of
Common Stock constituting approximately 13.6% of the outstanding shares of
Common Stock. By virtue of the relationship among the Reporting Persons (see
Item 2), 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.
None of the Reporting Persons and to the best knowledge of the
Reporting Persons, none of the persons named on Exhibit 99.1 of this statement
has effected any transactions in the Company's securities in the last 60 days
other than those transactions described above.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Company
Interactive entered into the Purchase Agreement, the Registration
Rights Agreement, the Rubin Voting Agreement and the SOFTBANK Voting Agreement
as described in Item 4.
Except as described in this statement, none of the Reporting Persons,
and to the best knowledge of the Reporting Persons, none of the persons named on
Exhibit 99.1 attached hereto, has any contract, arrangement, understanding or
relationship with any other person with respect to any securities of the
Company, including but not limited to transfer or voting of any securities of
the Company, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
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).
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.
6. Executive Officers and Directors of the Reporting Persons.
<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 September 22, 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
<PAGE>
Comcast Programming Holdings, Inc., a Delaware corporation
By: /s/ Rosemarie S. Teta
--------------------------------------------------
Name: Rosemarie S. Teta
Title: Vice President
Comcast QVC, Inc., a Delaware corporation
By: /s/ Rosemarie S. Teta
--------------------------------------------------
Name: Rosemarie S. Teta
Title: Vice President
<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.
99.1. Executive Officers and Directors of the Reporting Persons.
