<PAGE> 1
PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(b)(3)
TO PROSPECTUS DATED JULY 20, 1999 REGISTRATION NO. 333-78921
$150,000,000
SPORTSLINE USA, INC.
5% CONVERTIBLE SUBORDINATED NOTES DUE 2006
(AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THE NOTES)
This Prospectus Supplement relates to the resale by the holders of 5%
Convertible Subordinated Notes due 2006 of SportsLine USA, Inc. and the shares
of common stock issuable upon conversion of the notes.
This prospectus supplement should be read in conjunction with the
prospectus dated July 20, 1999, which is to be delivered with this prospectus
supplement. All capitalized terms used but not defined in the prospectus
supplement shall have the meanings given them in the prospectus.
The information in the table appearing under the heading "Selling
Security Holders" in the prospectus is superseded in part by the information
appearing in the table below:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
OF NOTES
BENEFICIALLY PERCENTAGE OF NUMBER OF SHARES OF PERCENTAGE OF
OWNED AND OFFERED NOTES COMMON STOCK OFFERED COMMON STOCK
NAME HEREBY OUTSTANDING HEREBY(1) OUTSTANDING(2)
- ---- ----------------- ------------- -------------------- --------------
<S> <C> <C> <C>
BankAmerica Pension Plan.............. $2,500,000 1.7% 38,387 *
Credit Suisse First Boston
Corporation........................ 750,000 * 11,516 *
General Motors Welfare Benefit Trust
(L-T VEBA)......................... 500,000 * 7,677 *
Highbridge International LLC.......... 1,050,000 * 16,122 *
Monumental Life Insurance Company..... 2,000,000 1.3 30,710 *
Peoples Benefit Life Insurance - FRIC. 6,500,000 4.3 99,807 *
Retail Clerks Pension Trust........... 2,515,000 1.6 38,617 *
San Diego County Employees
Retirement Association............. 2,500,000 1.7 38,387 *
</TABLE>
* Less than one percent.
- --------------
(1) Assumes conversion of all of the holder's notes at the initial conversion
rate of 15.355 shares of common stock per $1,000 principal amount of
notes. This initial conversion price may be adjusted under certain
circumstances. As a result, the number of shares issuable upon conversion
of the notes may increase or decrease.
(2) Calculated pursuant to Rule 13d-3(d)(i) of the Exchange Act based on
22,748,228 shares of common stock outstanding as of June 30, 1999. In
calculating the percentage for each holder, we treated as outstanding the
number of shares of common stock issuable upon conversion of all of the
applicable holder's notes.
However, we did not assume the conversion of any other holder's notes.
SEE "RISK FACTORS" BEGINNING ON PAGE 5 OF THE PROSPECTUS FOR A
DESCRIPTION OF CERTAIN MATTERS THAT YOU SHOULD CONSIDER BEFORE INVESTING IN THE
NOTES OR THE COMMON STOCK INTO WHICH THE NOTES ARE CONVERTIBLE.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this prospectus supplement is July 30, 1999
