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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934.
Date of Report: September 13, 2000
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(Date of earliest event reported)
GLOBAL SPORTS, INC.
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 0-16611 04-2958132
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer Identification
of incorporation or organization) Number)
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1075 First Avenue, King of Prussia, PA 19406
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(Address of principal executive offices) (Zip Code)
(610) 265-3229
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On September 13, 2000, Global Sports, Inc., a Delaware corporation (the
"Company"), and Interactive Technology Holdings, LLC, a Delaware limited
liability company ("ITH"), entered into a Stock and Warrant Purchase Agreement
(the "Purchase Agreement") and related agreements for the sale of (i) 5,000,000
shares of the Company's common stock, par value $.01 per share ("Common Stock")
at a purchase price of $8.15 per share, (ii) warrants to purchase 2,500,000
shares of Common Stock at an exercise price of $10.00 per share, and (iii)
warrants to purchase 2,000,000 shares of Common Stock at an exercise price of
$8.15 per share, all for an aggregate purchase price of $41,312,500 (the
warrants in clauses (ii) and (iii) being collectively referred to as the
"Warrants"). Upon completion of the contemplated transactions, ITH will own
approximately twenty-six percent (26%) of the Company's Common Stock on a fully
diluted basis. The Company intends to use the proceeds from the sale of Common
Stock and Warrants to ITH for general corporate purposes.
The transactions contemplated pursuant to the Purchase Agreement are to be
consummated through two separate closings. The initial closing (the "First
Closing") took place on September 13, 2000 at which time ITH acquired 1,800,000
shares of Common Stock and Warrants to purchase 1,620,000 of Common Stock. The
Company anticipates that a second closing (the "Second Closing") will take place
on the later to occur of (i) the first business day following the date on which
the last to be fulfilled or waived of the conditions to the Second Closing set
forth in the Purchase Agreement takes place, or (ii) such other date as is
mutually agreed to by the Company and ITH. At the Second Closing, ITH will
acquire an additional 3,200,000 shares of Common Stock and Warrants to purchase
an additional 2,880,000 shares of Common Stock. The completion of the Second
Closing is subject to the expiration or termination of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and certain other
limited conditions.
The Purchase Agreement provides, among other things, that on and after the
First Closing, ITH will have the right, (i) (A) so long as ITH and/or any person
under which it is controlled, controlled by or under common control with
(collectively, the "Purchaser Group") collectively owns or has the right to
acquire 50% of more of the Common Stock (including shares of Common Stock
issuable upon exercise of the Warrants, the "Warrant Shares") held immediately
after consummation of the First Closing and Second Closing, as appropriate, to
designate two (2) members of the Company's Board of Directors, (B) so long as
the Purchaser Group collectively owns or has the right to acquire 10% of more of
the Common Stock (including Warrant Shares) held immediately after consummation
of the First Closing and Second Closing, as appropriate, to designate one (1)
member of the Company's Board of Directors; and (ii) so long as the Purchaser
Group collectively owns or has the right to acquire 35% of more of the Common
Stock (including Warrant Shares) held immediately after consummation of the
First Closing and Second Closing, as appropriate, to designate one (1) member of
each committee of the Company's Board of Directors. In the Purchase Agreement,
the Company has also granted ITH certain preemptive rights.
The Company, ITH, SOFTBANK Capital Partners LP, SOFTBANK Capital Advisors
Fund LP (together with SOFTBANK Capital Partners LP, "SOFTBANK") and TMCT
Ventures, L.P.
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("TMCT") also entered into a Second Amended and Registration Rights Agreement,
dated as of September 13, 2000, under which the Company has granted each of ITH,
SOFTBANK and TMCT certain "demand" and "piggy-back" registration rights with
respect to the shares of Common Stock held by such entity.
In connection with the Purchase Agreement, Michael G. Rubin, Chairman and
Chief Executive Officer of the Company, and ITH entered into a Voting Agreement,
dated as of September 13, 2000, whereby (i) Mr. Rubin agreed, among other
things, that he will vote all of his shares of Common Stock in favor of election
to the Company's Board of Directors of the directors which ITH is entitled to
designate upon consummation of the First and Second Closings, and (ii) ITH
agreed, among other things, that ITH would vote all of its shares of Common
Stock in favor of election to the Company's Board of Directors of certain
Continuing Directors (as such term is defined in such Voting Agreement).
Additionally, in connection with the consummation of the transactions
contemplated pursuant to the Purchase Agreement, ITH and SOFTBANK entered into a
Voting Agreement, dated as of September 13, 2000, whereby (i) ITH agreed, among
other things, that ITH would vote all of its shares of Common Stock in favor of
election to the Company's Board of Directors of the directors to which SOFTBANK
is entitled to designate from time to time, and (ii) SOFTBANK agreed, among
other things, that SOFTBANK would vote all of its shares of Common Stock in
favor of election to the Company's Board of Directors of the directors to which
ITH is entitled to designate from time to time.
On June 13, 2000, the Company issued a press release relating to the
transactions described above. A copy of the press release is attached as Exhibit
99.4 and is incorporated herein by reference. Copies of the definitive
agreements are attached as Exhibits 2.1 and 99.1 through 99.3, and are
incorporated herein by reference.
This Current Report on Form 8-K contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. The forward-
looking statements contained herein involve risks and uncertainties, including
those relating to the possible inability to complete the Second Closing of the
transaction involving the Company and ITH, as scheduled, if at all. Actual
results and developments may differ materially from those described or
incorporated by reference in this Report. For more information about the Company
and risks arising when investing in the Company, investors are directed to the
Company's most recent report on Form 10-K as filed with the Securities and
Exchange Commission.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibit 2.1 Stock and Warrant Purchase Agreement, dated as of September
13, 2000, by and between Global Sports, Inc. and Interactive
Technology Holdings, LLC.
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Exhibit 99.1 Voting Agreement, dated as of September 13, 2000, by and
between Interactive Technology Holdings, LLC and Michael G.
Rubin.
Exhibit 99.2 Voting Agreement, dated as of September 13, 2000, by and
between Interactive Technology Holdings, LLC, SOFTBANK
Capital Partners LP and SOFTBANK Capital Advisors Fund LP.
Exhibit 99.3 Second Amended and Restated Registration Rights Agreement,
dated as of September 13, 2000, by and between Global
Sports, Inc., Interactive Technology Holdings, LLC,
SOFTBANK Capital Partners LP, SOFTBANK Capital Advisors
Fund LP and TMCT Ventures, L.P.
Exhibit 99.4 Press Release dated September 13, 2000, relating to the
transactions described herein.
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 hereunto duly authorized.
GLOBAL SPORTS, INC.
By: /s/ Michael G. Rubin
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Name: Michael G. Rubin
Office: Chairman and
Chief Executive Officer
Dated: September 20, 2000
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