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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): October 24, 2000
GLOBAL SPORTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-16611 04-2958132
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
1075 First Avenue
King of Prussia, PA 19406
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (610) 265-3229
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ITEM 5. OTHER EVENTS
On October 24, 2000, Global Sports, Inc. (the "Company"), Fogdog, Inc.
("Fogdog") and Fido Acquisition Corp., a wholly-owned subsidiary of the Company
("Merger Sub"), entered into an Agreement and Plan of Merger and Reorganization
(the "Reorganization Agreement") pursuant to which the Company has agreed to
acquire Fogdog in a stock-for-stock merger. Pursuant to the Reorganization
Agreement and subject to the terms and conditions set forth therein, Merger Sub
will merge with and into Fogdog (the "Merger"), and at the effective time of the
Merger each outstanding share of Fogdog's common stock will be exchanged for
0.135 of a share of the Company's common stock, and all outstanding options and
warrants to purchase Fogdog common stock will be assumed by the Company and
exchanged for options and warrants to purchase shares of the Company's common
stock, with the exercise price and number of shares of the Company's common
stock subject to each such assumed option or warrant appropriately adjusted to
reflect the exchange ratio set forth above. The Merger is subject to customary
closing conditions, including clearance under the Hart-Scott-Rodino Antitrust
Improvements Act, and the approval of Fogdog stockholders. The Merger is
intended to qualify as a tax-free reorganization within the meaning of Section
368(a) of the Internal Revenue Code of 1986, as amended, and will be accounted
for as a purchase.
In connection with the execution of the Reorganization Agreement, certain
significant stockholders of the Company (including the Company's directors,
members of management and other insiders of the Company) have entered into
Voting and Stock Transfer Restriction Agreements by which they have agreed to
vote shares representing approximately 31% of the Company's currently
outstanding common stock in favor of the adoption of the Reorganization
Agreement and related matters, and have agreed to limitations on their ability
to dispose of shares of the Company's common stock for specified periods
following the consummation of the Merger.
Copies of the Reorganization Agreement and the form of Voting and Stock
Transfer Restriction Agreement are attached to this report as Exhibits 2.1 and
2.2, respectively. The foregoing description is qualified in its entirety by
reference to the full text of such exhibits. A copy of the joint press release
issued by the Company and Fogdog announcing these transactions is attached to
this report as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired. Not applicable.
(b) Pro forma financial information. Not applicable.
(c) Exhibits.
Exhibit No. Description
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2.1 Agreement and Plan of Merger and Reorganization, dated as of
October 24, 2000, among Global Sports, Inc., a Delaware
corporation, Fido
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Acquisition Corp., a Delaware corporation, and Fogdog, Inc., a
Delaware corporation.
2.2 Form of Voting and Stock Transfer Restriction Agreement, dated as
of October 24, 2000, entered into between Global Sports, Inc., a
Delaware corporation and certain stockholders of Fogdog, Inc., a
Delaware corporation.
99.1 Joint press release dated October 24, 2000.
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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
___________________________________
Name: Michael G. Rubin
Title: Chairman and Chief Executive Officer
Dated: October 31, 2000
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INDEX TO EXHIBITS
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2.1 Agreement and Plan of Merger and Reorganization, dated as of
October 24, 2000, among Global Sports, Inc., a Delaware
corporation, Fido Acquisition Corp., a Delaware corporation, and
Fogdog, Inc., a Delaware corporation.
2.2 Form of Voting and Stock Transfer Restriction Agreement, dated
as of October 24, 2000, entered into between Global Sports,
Inc., a Delaware corporation and certain stockholders of Fogdog,
Inc., a Delaware corporation.
99.1 Joint press release dated October 24, 2000.
