(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction
of Incorporation)
| 0-20939 | 13-3696170 | |
| (CommissionFile Number) | (IRS Employer Identification Number) |
235 Second Street
San Francisco, CA 94105
(Address
of principal executive offices including zip code)
(415) 344-2000
(Registrant’s telephone
number, including area code)
Not Applicable
(Former name or
former address, if changed since last report)
On August 2, 2004, CNET Networks, Inc., a Delaware corporation (the "Registrant") completed its aquisition of Twofold Photos, Inc., a California corporation ("Twofold"). Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated July 14, 2004 by and among Registrant, Cheese Acquisition Sub, Inc., a California corporation and wholly-owned subsidiary of the Registrant, Twofold and Nicholas Wilder as Shareholder Representative, Merger Sub was merged with and into Twofold, with Twofold continuing as the surviing corporation and a wholly-owned subsidiary of Registrant. Under the terms of the agreement, Registrant paid a total of $70.0 million consisting of $60.0 million in cash and $10.0 million in deferred consideration payable in three years bearing interest at a rate of 3% per year.
The foregoing description of the acquisition does not purport to be complete and is qualified in its entirey by reference to the Agreement and Plan of Merger previously filed as an exhibit to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 21, 2004.
On August 2, 2004, Registrant issued a press release relating to the completion of the acquisition of Twofold. That press release is attached as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference.
| EXHIBIT NUMBER |
TITLE | |
| 2.1* | Agreement and Plan of Merger, dated as of July 14, 2004, by and among CNET Networks, Inc., a Delaware corporation, Cheese Acquisition Sub, Inc., a California corporation, Twofold Photos, Inc., a California corporation, and Nicholas Wilder as Shareholder Representative | |
| 99.1** | Press release, dated August 2, 2004 |
* Previously filed as an Exhibit to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission On July 21, 2004.
** Filed herewith
On August 2, 2004, the Registrant issued a press release relating to the completion of Registrant's acquisition of Twofold. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated into this report as if fully set forth herein.
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.
Dated: August 9, 2004
| CNET Networks, Inc. By: /s/ DOUGLAS N. WOODRUM —————————————— Name: Douglas N. Woodrum Title: Chief Financial Officer |
| EXHIBIT NUMBER |
TITLE | |
| 2.1* | Agreement and Plan of Merger, dated as of July 14, 2004, by and among CNET Networks, Inc., a Delaware corporation, Cheese Acquisition Sub, Inc., a California corporation, Twofold Photos, Inc., a California corporation, and Nicholas Wilder as Shareholder Representative | |
| 99.1** | Press release, dated August 2, 2004 |
* Previously filed as an Exhibit to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission On July 21, 2004.
** Filed herewith