<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)*
Fogdog, Inc.
------------
(Name of Issuer)
Common Stock, $0.001 par value per share
----------------------------------------
(Title of Class of Securities)
37937A107
(CUSIP Number)
Arthur H. Miller
Global Sports, Inc.
1075 First Avenue
King of Prussia, PA 19406
(610) 491-7005
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 24, 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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box [_].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-7(b) 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 the
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, as amended (the "Exchange Act") or otherwise subject to the liabilities of
that section of the Exchange Act but shall be subject to all other provisions of
the Exchange Act (however, see the Notes).
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CUSIP No. 21887F100
1) NAME OF REPORTING PERSON
Global Sports, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
04-2958132
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_] (b) [X]
3) SEC USE ONLY
4) SOURCE OF FUNDS
N/A
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [_]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF 7) SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8) SHARED VOTING POWER
EACH 11,359,511*
REPORTING
PERSON 9) SOLE DISPOSITIVE POWER
0
10) SHARED DISPOSITIVE POWER
11,359,511*
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,359,511 shares*
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.0 %
14) TYPE OF REPORTING PERSON
CO
Neither the filing of this statement on Schedule 13D nor any of its contents
shall be deemed to constitute an admission by Global Sports, Inc. that it is the
beneficial owner of any of the Common Stock referred to herein for purposes of
Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any
other purpose, and such beneficial ownership is expressly disclaimed.
ITEM 1. SECURITY AND ISSUER
_________________________
* Does not include options to purchase an aggregate of 798,265 shares of Fogdog
stock, which options are exercisable within 60 days of October 24, 2000, held by
the persons who have entered into Voting and Stock Transfer Restriction
Agreements with Global Sports and executed Irrevocable Proxies in favor of
Global Sports as described herein.
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This statement on Schedule 13D relates to the common stock, $0.001 par value per
share (the "Fogdog Common Stock"), of Fogdog, Inc., a Delaware corporation
("Fogdog"). The principal executive offices of Fogdog are located at 500
Broadway, Redwood City, CA 94063.
ITEM 2. IDENTITY AND BACKGROUND
(a) The name of the person filing this statement is Global Sports, Inc., a
Delaware corporation ("Global Sports"). Global Sports is engaged in the
development and operation of e-commerce sporting goods businesses for
specialty retailers, general merchandisers, Internet companies and media
companies.
(b) The address of the principal office and principal business of Global
Sports is 1075 First Avenue, King of Prussia, PA 19406.
(c) Set forth in Schedule I to this Schedule 13D is the name and present
principal occupation or employment of each of Global Sports' executive
officers and directors and the name, principal business and address of any
corporation or other organization in which such employment is conducted.
(d) During the past five years, neither Global Sports nor, to Global
Sports' knowledge, any person named in Schedule I to this Schedule 13D, has
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the past five years, neither Global Sports nor, to Global
Sports' knowledge, any person named in Schedule I to this Schedule 13D, was
a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person was or is subject
to a judgment, decree or final order enjoining future violations of or
prohibiting or mandating activity subject to federal or state securities
laws or finding any violation with respect to such laws.
(f) All of the directors and executive officers of Global Sports named in
Schedule I to this Schedule 13D are citizens of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
To facilitate the consummation of the Merger (as defined in Item 4 of this
Schedule 13D), certain stockholders of Fogdog have entered into Voting and Stock
Transfer Restriction Agreements with Global Sports and Irrevocable Proxies in
favor of Global Sports as described in Item 4 and Item 5 of this Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION
(a) - (b) Pursuant to an Agreement and Plan of Merger and Reorganization
dated as of October 24, 2000 (the "Merger Agreement"), among Global Sports,
Fido Acquisition Corp., a Delaware corporation and wholly-owned subsidiary
of Global Sports ("Merger Sub"), and Fogdog, and subject to the conditions
set forth therein (including, but not limited to, the expiration or early
termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and the adoption of the Merger
Agreement by the stockholders of Fogdog), Merger Sub will be merged with
and into Fogdog (the "Merger"), Fogdog will become a wholly-owned
subsidiary of Global Sports and each outstanding share of Fogdog Common
Stock will be converted into a fraction of a share of common stock of
Global Sports in accordance with the Merger Agreement. In addition, Global
Sports will assume certain options and warrants to purchase Fogdog Common
Stock on the terms set forth in the Merger Agreement. Concurrently with
and as a condition to the execution and delivery of the Merger Agreement,
Global Sports and the persons named on Schedule II to this Schedule 13D
entered into Voting and Stock Transfer Restriction Agreements and the
persons named on Schedule II to this Section 13D executed and delivered
Irrevocable Proxies in favor of Global Sports.
The description contained in this Item 4 of the transactions contemplated
by the Merger Agreement is qualified in its entirety by reference to the
full text of the Merger Agreement, a copy of which is incorporated by
reference in this Schedule 13D -- see Exhibit2.1.
(c) Not applicable.
(d) It is anticipated that upon consummation of the Merger, each current
executive officer of Fogdog and each current member of Fogdog's board of
directors will resign or otherwise be replaced with a designee of Global
Sports.
(e) The Merger Agreement prohibits Fogdog from declaring, accruing,
setting aside or paying any dividends or making any other distributions in
respect of any shares of Fogdog Common Stock. Upon consummation of the
Merger, Fogdog
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will become a wholly-owned subsidiary of Global Sports, and will cease to
be a reporting company under the Exchange Act.
(f) Upon consummation of the Merger, Fogdog will become a wholly-owned
subsidiary of Global Sports.
(g) The Merger Agreement contains a number of provisions limiting the
ability of Fogdog to become acquired by, or to pursue the acquisition of
Fogdog by, any persons other than Global Sports during the pendency of the
Merger Agreement.
(h) Upon consummation of the Merger, the Fogdog Common Stock will cease to
be quoted on any quotation system or exchange.
(i) Upon consummation of the Merger, the Fogdog Common Stock will become
eligible for termination of registration pursuant to Section 12(g)(4) of
the Exchange Act.
(j) Other than as described above, Global Sports currently has no plan or
proposal which relates to, or may result in, any of the matters listed in
Items 4(a) - (i) of this Schedule 13D (although Global Sports reserves the
right to develop such plans or proposals).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) - (b) As a result of the Voting and Stock Transfer Restriction
Agreements and the Irrevocable Proxies, at any time before the earlier of
the date upon which the Merger Agreement is validly terminated or the date
upon which the Merger is consummated, Global Sports has the power to vote
an aggregate of 11,359,511 shares of Fogdog Common Stock for the limited
purpose of voting (i) in favor of the Merger, the execution and delivery by
Fogdog of the Merger Agreement and the adoption and approval of the Merger
Agreement and the terms thereof, in favor of each of the other actions
contemplated by the Merger Agreement and in favor of any action in
furtherance of the foregoing, (ii) against any action or agreement that
would result in a breach of any representation, warranty, covenant or
obligation of Fogdog in the Merger Agreement, and (iii) against the
following actions (other than the Merger and the other transactions
contemplated by the Merger Agreement): (A) any extraordinary corporate
transaction, such as a merger, consolidation or other business combination
involving Fogdog or any of its subsidiaries; (B) any sale, lease or
transfer of a material amount of assets of Fogdog or any of its
subsidiaries; (C) any reorganization, recapitalization, dissolution or
liquidation of Fogdog or any of its subsidiaries; (D) any change in a
majority of the board of directors of Fogdog; (E) any amendment to Fogdog's
certificate of incorporation or bylaws; (F) any material change in the
capitalization of Fogdog or Fogdog's corporate structure; and (G) any other
action which is intended, or could reasonably be expected, to impede,
interfere with, delay, postpone, discourage or adversely affect the Merger
or any of the other transactions contemplated by the Merger Agreement or
the Voting and Stock Transfer Restriction Agreements. In addition, as a
result of the Voting and Stock Transfer Restriction Agreements and the
Irrevocable Proxies, for a period of 180 days after termination of the
Merger Agreement under certain circumstances, Global Sports will have the
power to vote an aggregate of 11,359,511 shares of Fogdog Common Stock for
the limited purpose of voting (i) against any offer, proposal, inquiry or
indication of interest contemplating or otherwise relating to any
transaction or transactions involving: (A) any merger, consolidation,
amalgamation, share exchange, business combination, issuance of securities,
recapitalization, tender offer, exchange offer or other similar transaction
(1) in which Fogdog or any of its subsidiaries is a constituent
corporation, (2) in which a person or group of persons directly or
indirectly acquires beneficial or record ownership of Fogdog securities
representing more than 15% or more of the outstanding securities of any
class of voting securities of Fogdog or any of its subsidiaries, or (3) in
which Fogdog or any of its subsidiaries issues securities representing more
than 15% or the outstanding securities of any class of voting securities of
Fogdog or any of its subsidiaries; (B) any sale, lease exchange, transfer,
license, acquisition or disposition of any business or businesses or assets
that constitute or account for 15% or more of the consolidated net
revenues, net income or assets of Fogdog or any of its subsidiaries; or (C)
any liquidation or dissolution of Fogdog or any of its subsidiaries, and
(ii) against any action which is intended, or could reasonably be expected,
to facilitate the consummation of any of the foregoing transactions. The
stockholders of Fogdog who are parties to the Voting and Stock Transfer
Restriction Agreements and Irrevocable Proxies retained the right to vote
their shares of Fogdog Common Stock on all matters other than those
identified in the Voting and Stock Transfer Restriction Agreements. The
shares covered by the Voting and Stock Transfer Restriction Agreements
constitute approximately 31.0% of the issued and outstanding shares of
Fogdog Common Stock as of October 24, 2000. In addition, the persons who
have signed Voting and Stock Transfer Restriction Agreements and
Irrevocable Proxies hold an aggregate of 798,265 options that are
exercisable within 60 days of October 24, 2000, and the Voting and Stock
Transfer Restriction Agreements and Irrevocable Proxies apply to any
additional shares of Fogdog Common Stock acquired by any of the foregoing
persons, including pursuant to the exercise of any of the foregoing
options. The description contained in Item 4 and this Item 5 of the
transactions contemplated by the Voting and Stock Transfer Restriction
Agreements is qualified in its entirety by reference to the full text of
the Form of Voting and Stock Transfer Restriction Agreement and Irrevocable
Proxy, a copy of which is attached to this Schedule 13D as Exhibit 2.2.
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To Global Sports' knowledge, no shares of Fogdog Common Stock are beneficially
owned by any of the persons named in Schedule I to this Schedule 13D, except for
such beneficial ownership, if any, arising solely from the Voting and Stock
Transfer Restriction Agreements and Irrevocable Proxies.
Set forth in Schedule II to this Schedule 13D is the name of each person with
whom Global Sports shares the power to vote or to direct the vote or to dispose
or direct the disposition of Fogdog Common Stock in the manner described above.
Set forth in Schedule III to this Schedule 13D is the name and present principal
occupation or employment of each Fogdog stockholder who is an individual and
with whom Global Sports shares the power to vote or to direct the vote or to
dispose or direct the disposition of Fogdog Common Stock in the manner described
above. Also set forth in Schedule III to this Schedule 13D is the name, state
of organization, principal business and address of each other Fogdog stockholder
with whom Global Sports shares the power to vote or to direct the vote or to
dispose or direct the disposition of Fogdog Common Stock in the manner described
above.
During the past five years, to Global Sports' knowledge, no person named in
Schedule III to this Schedule 13D has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
During the past five years, to Global Sports' knowledge, no person named in
Schedule III to this Schedule 13D was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
such person was or is subject to a judgment, decree or final order enjoining
future violations of or prohibiting or mandating activity subject to federal or
state securities laws or finding any violation with respect to such laws.
To Global Sports' knowledge, all persons named in Schedule III to this Schedule
13D are citizens of the United States.
(c) Neither Global Sports, nor to Global Sports' knowledge, any person
named in Schedule I to this Schedule 13D, has effected any transaction in
Fogdog Common Stock during the past 60 days, except as disclosed herein.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Other than as described in Item 4 above, to Global Sports' knowledge, there are
no 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 Fogdog, including but not limited to transfer or
voting of any of the securities, 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 TO BE FILED AS EXHIBITS
EXHIBIT NO. DESCRIPTION
----------- -----------
2.1 Agreement and Plan of Merger and Reorganization, dated as of
October 24, 2000, by and among Global Sports, Inc., a Delaware
corporation, Fido Acquisition Corp., a Delaware corporation,
and Fogdog, Inc., a Delaware corporation, previously filed as
Exhibit 2.1 to Global Sports' Form 8-K filed October 31, 2000,
and incorporated herein by reference.
2.2 Form of Voting and Stock Transfer Restriction Agreement, dated
as of October 24, 2000, in substantially the form entered into
between Global Sports, Inc., a Delaware corporation and the
persons listed on Schedule II to this Schedule 13D, previously
filed as Exhibit 2.2 to Global Sports' Form 8-K filed October
31, 2000, and incorporated herein by reference.
5
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SIGNATURE
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.
Date: November 3, 2000 GLOBAL SPORTS, INC.
By: /s/ Michael G. Rubin
------------------------
Michael G. Rubin
Chairman and Chief Executive Officer
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SCHEDULE I
EXECUTIVE OFFICERS AND EMPLOYEE DIRECTORS OF GLOBAL SPORTS
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT
---- ----------------------------------
<S> <C>
Michael G. Rubin Chairman of the Board, President and Chief Executive Officer
Mark S. Reese Chief Operating Officer
Jordan M. Copland Executive Vice President and Chief Financial Officer
Robert Liewald Executive Vice President, Merchandising
Arthur H. Miller Executive Vice President and General Counsel
Michael R. Conn Senior Vice President, Business Development
Steven C. Davis Senior Vice President, Marketing
Glenn Walls Senior Vice President, Merchandising
</TABLE>
All individuals named in the above table are employed by Global Sports, Inc. The
address of Global Sports' principal executive office is 1075 First Avenue, King
of Prussia, PA 19406.
NON-EMPLOYEE DIRECTORS OF GLOBAL SPORTS
<TABLE>
<CAPTION>
NAME AND
PRINCIPAL OCCUPATION ADDRESS OF ORGANIZATION
NAME OR EMPLOYMENT IN WHICH EMPLOYED
---- ------------- -----------------
<S> <C> <C>
Kenneth J. Adelberg President and Chief HiFi House Group
Executive Officer 1001 Sussex Blvd.
Broomall, PA 19008
Ronald D. Fisher Vice Chairman SOFTBANK Holdings, Inc.
1188 Centre St.
Newton Center, MA 02459
Harvey Lamm Retired Three Bala Plaza East
Suite 123
Bala Cynwyd, PA 19004
Charles R. Lax General Partner SOFTBANK Capital Partners
1188 Centre St.
Newton Center, MA 02459
Mark S. Menell Partner Rustic Canyon Group
2425 Olympic Blvd., Suite 6050W
Santa Monica, CA 90404
Jeffrey F. Rayport, Ph.D. Executive Director Monitor Marketspace Center
2 Canal Park
Cambridge, MA 02149
</TABLE>
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SCHEDULE II
<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE OF
SHARES* OF FOGDOG OUTSTANDING SHARES
COMMON STOCK OF FOGDOG COMMON STOCK
FOGDOG STOCKHOLDER BENEFICIALLY OWNED AS OF OCTOBER 24, 2000
------------------ ------------------- ----------------------
<S> <C> <C>
Draper Fisher Associates Fund IV, L.P. 4,017,448 11.0
Venrock Associates II, L.P. 1,754,954 4.8
Venrock Associates 1,219,470 3.3
Robert Chea 1,138,842 3.1
Andrew Chen 1,127,407 3.1
Marquette Venture Partners III, L.P. 1,086,780 3.0
Timothy Harrington 712,221 1.9
Draper Fisher Partners Fund IV, L.L.C. 302,387 0.8
</TABLE>
_____________________
* Does not include options to purchase an aggregate of 798,265 shares of Fogdog
stock, which options are exercisable within 60 days of October 24, 2000, held by
the persons listed on this Schedule II.
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SCHEDULE III
STOCKHOLDERS WHO ARE INDIVIDUALS
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION NAME AND ADDRESS
FOGDOG STOCKHOLDER OR EMPLOYMENT OF EMPLOYER
------------------ ------------- -----------
<S> <C> <C>
Robert Chea Chief Technology Officer Fogdog, Inc.
500 Broadway
Redwood City, CA 94063
Andrew Chen Vice President, Site Development Fogdog, Inc.
500 Broadway
Redwood City, CA 94063
Timothy Harrington Chief Executive Officer Fogdog, Inc.
500 Broadway
Redwood City, CA 94063
</TABLE>
OTHER STOCKHOLDERS
<TABLE>
<CAPTION>
ADDRESS OF
STATE OF PRINCIPAL PRINCIPAL BUSINESS
FOGDOG STOCKHOLDER ORGANIZATION BUSINESS AND PRINCIPAL OFFICE
------------------ ------------ -------- --------------------
<S> <C> <C> <C>
Draper Fisher Associates Fund IV, L.P. CA Investments 400 Seaport Court,
Suite 250
Redwood City, CA 94063
Venrock Associates II, L.P. NY Investments 30 Rockefeller Plaza,
Room 5508
New York, NY 10112
Venrock Associates NY Investments 30 Rockefeller Plaza,
Room 5508
New York, NY 10112
Marquette Venture Partners III, L.P. DE Investments 520 Lake Cook Road,
Suite 450
Deerfield, IL 60015
Draper Fisher Partners Fund IV, L.P. CA Investments 400 Seaport Court,
Suite 250
Redwood City, CA 94063
</TABLE>
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
2.1 Agreement and Plan of Merger and Reorganization, dated as of
October 24, 2000, by and among Global Sports, Inc., a Delaware
corporation, Fido Acquisition Corp., a Delaware corporation, and
Fogdog, Inc., a Delaware corporation, previously filed as Exhibit
2.1 to Global Sports' Form 8-K filed October 31, 2000, and
incorporated herein by reference.
2.2 Form of Voting and Stock Transfer Restriction Agreement and
Irrevocable Proxy, dated as of October 24, 2000, in substantially
the form entered into between Global Sports, Inc., a Delaware
corporation and the persons listed on Schedule II to this
Schedule 13D, previously filed as Exhibit 2.2 to Global Sports'
Form 8-K filed October 31, 2000, and incorporated herein by
reference.
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