Cnet Networks Inc · S-3 · On 11/8/00

Filed On 11/8/00 4:45pm ET   ·   SEC File 333-49536   ·   Accession Number 950134-0-9167

Registration Statement for Securities Offered Pursuant to a Transaction   ·   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Registration Statement for Securities Offered         23     97K 
                          Pursuant to a Transaction                              
 2: EX-5.1      Opinion/Consent Sharon Le Duy                          2±     6K 
 3: EX-23.1     Consent of Kpmg Llp                                    1      4K 

S-3   ·   Registration Statement for Securities Offered Pursuant to a Transaction
Document Table of Contents

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  AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 7, 2000
                                                     REGISTRATION NO. 333-______
================================================================================

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-3
 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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 CNET NETWORKS, INC.
(Exact Name of Registrant as Specified in its Charter)

                                                        [Enlarge/Download Table]
                                                                                     
          DELAWARE                          7812                    13-3696170       
(State or Other Jurisdiction of  (Primary Standard Industrial    (I.R.S. Employer    
Incorporation or Organization)    Classification Code Number)  Identification Number)

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 150 CHESTNUT STREET
 SAN FRANCISCO, CA 94111
(415) 395-7800
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)

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 SHELBY BONNIE
 CHIEF EXECUTIVE OFFICER
 CNET NETWORKS, INC.
 150 CHESTNUT STREET
 SAN FRANCISCO, CA 94111
(415) 395-7800
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service) 

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Copy to:
 SHARON LE DUY
VICE PRESIDENT--LEGAL AND BUSINESS AFFAIRS
 CNET NETWORKS, INC.
 150 CHESTNUT STREET
 SAN FRANCISCO, CA 94111
(415) 395-7800

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    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this registration statement becomes effective.                    

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following 
box. [ ]                                                                        

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of  
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]                                

 If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier        
effective registration statement for the same offering. [ ]                     

  If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering. [ ]                                                      

    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]                                             

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                                                        [Enlarge/Download Table]

                                     CALCULATION OF REGISTRATION FEE                                   

                                              Proposed Maximum                                         
                                                 Aggregate          Proposed Maximum                   
   Title of Each Class of    Amount to be      Offering Price            Aggregate        Amount of    
Securities to be Registered   Registered        per Share(1)        Offering Price(1)  Registration Fee
---------------------------   ----------        ------------        -----------------  ----------------
                                                                                                       
  Common Stock, par value                                                                              
     $0.0001 per share          90,022            $31.1875           $ 2,807,561.13          $742      

     (1) The Price of $31.1875, the average of the high and low prices of CNET's
common stock on the Nasdaq Stock Market's National Market on November 3, 2000,  
is set forth solely for the purpose of computing the registration fee pursuant  
to Rule 457(c).                                                                 

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  THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION        
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF  
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT     
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID  
SECTION 8(a) MAY DETERMINE.                                                     

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================================================================================

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PROSPECTUS                                                                      

 90,022 SHARES

 CNET Networks, Inc.

Common Stock

This prospectus relates to the public offering, which is not being    
underwritten, of 90,022 shares of our common stock which is held by some of our 
current stockholders.                                                           

The prices at which such stockholders may sell the shares will be     
determined by the prevailing market price for the shares or in negotiated       
transactions. We will not receive any of the proceeds from the sale of the      
shares.                                                                         

   Our common stock is quoted on the Nasdaq National Market under the symbol
"CNET." On November 3, 2000, the average of the high and low prices of our      
common stock was $31.1875.                                                      

INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE THE SECTION ENTITLED
"RISK FACTORS" BEGINNING ON PAGE 4 OF THIS PROSPECTUS FOR A DISCUSSION OF       
CERTAIN RISKS AND UNCERTAINTIES YOU SHOULD CONSIDER BEFORE MAKING AN INVESTMENT 
IN OUR COMMON STOCK.                                                            

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 Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the   
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.                                                               

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The date of this prospectus is November 8, 2000.

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No person has been authorized to give any information or to make any  
representations other than those contained in this prospectus in connection with
the offering of our common stock made by this prospectus. Any information given,
or any representation made, apart from those set forth in this prospectus must  
not be relied upon as having been authorized by us. Neither the delivery of this
prospectus nor any sale made under this prospectus shall, under any             
circumstance, create an implication that the information contained in this      
prospectus is accurate or complete as of any time subsequent to the date of this
prospectus. This prospectus does not constitute an offer to sell or a           
solicitation of an offer to buy any security other than the common stock covered
by this prospectus, nor does it constitute an offer to, or solicitation of, any 
person in any jurisdiction in which such an offer or solicitation may not       
lawfully be made.                                                               

 WHERE YOU CAN FIND MORE INFORMATION

   We file annual, quarterly and special reports, proxy statements and other
information with the Commission. You may read and copy any document we file with
the Commission at the Commission's Public Reference Room at 450 Fifth Street,   
N.W., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for  
further information on the operation of the Public Reference Room. Our filings  
with the Commission are also available to the public at the Commission's web    
site at http://www.sec.goc.                                                     

   The Commission allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is  
considered to be part of this prospectus, and later information filed with the  
Commission will update and supercede information filed earlier. We incorporate  
by reference the documents listed below and any future filings made with the    
Commission under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange 
Act of 1934 until this offering is completed.                                   

         (a) Our Annual Report on Form 10-K for the fiscal year ended December
31, 1999, as filed on March 30, 2000.                                 

         (b) Our Quarterly Report on Form 10-Q for the quarter ended March 31,
2000, as filed on May 15, 2000.                                       

        (c) Our Quarterly Report on Form 10-Q for the quarter ended June 30,
2000, as filed on August 14, 2000.                                    

      (d) Our Current Reports on Form 8-K, as filed on January 24, 2000,
  March 3, 2000, March 13, 2000, April 27, 2000, July 21, 2000, August 31,
2000, September 5, 2000, October 27, 2000 and October 31, 2000.       

         (e) The description of our common stock set forth in our Registration
Statement on Form 8-A, as filed on July 2, 1996.                      

      (f) Our Registration Statement on Form S-4, as filed on August 16,
2000 and as amended on September 6, 2000 and September 8, 2000.       

      (g) Our Registration Statement on Form S-3, as filed on August 31,
2000 and as amended on September 13, 2000.                            

You may request a copy of these filings, at no cost, by writing or    
telephoning us at CNET Networks, Inc., 150 Chestnut Street, San Francisco,      
California 94111, Attention: Corporate Secretary.                               

You should rely only on the information incorporated by reference or  
provided in this prospectus or any prospectus supplement. We have not authorized
any person to provide you with different information. We are not making an offer
of these securities in any state where offers are not permitted. You should not 
assume that the information in this prospectus or any prospectus supplement is  
accurate as of any time subsequent to the date of this prospectus.              

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 THE COMPANY

     CNET Networks, Inc. is a global media company, producing a branded Internet
network, a computer product database and television and radio programming for   
both consumers and businesses. Using unbiased content as our platform, we have  
built marketplaces for technology products and serve millions of users every    
day. Through our CNET Data Services subsidiary, we provide information powering 
the computer and electronics sales and distribution channels. CNET Data Services
licenses its multi-lingual product database to U.S. and European online computer
retailers, resellers and e-commerce companies. On October 17, 2000, following   
receipt of approval of our shareholders, we consummated our acquisition of      
Ziff-Davis Inc. pursuant to the terms of an Agreement and Plan of Merger dated  
as of July 19, 2000. In accordance with the terms of that agreement, Ziff-Davis 
has become our wholly-owned subsidiary. Ziff-Davis owns ZDNet, a leading online 
content site focused on technology products and services. In addition to its    
online site, Ziff-Davis now owns Computer Shopper, Smart Planet, and an         
investment in Red Herring Communications, Inc. Prior to the acquisition,        
Ziff-Davis had two series of common stock: ZDNet common stock, which was        
intended to track the performance of ZDNet, and ZD common stock, which was      
intended to track the performance of the ZD division. As a result of the        
acquisition, each share of ZD common stock (NYSE: ZD) was converted into 0.3397 
of a share of our common stock and each share of ZDNet common stock (NYSE: ZOZ) 
was converted into 0.5932 of a share of our common stock.                       

     Our common stock is quoted on NASDAQ under the symbol "CNET." Our principal
executive offices are located at 150 Chestnut Street, San Francisco, California 
94111. Our telephone number is (415) 364-7800.                                  

RISK FACTORS

RISK FACTORS RELATING TO OUR COMPANY

WE HAVE LIMITED A OPERATING HISTORY AND A HISTORY OF NET LOSSES, WHICH MAKES    
YOUR EVALUATION OF OUR COMPANY DIFFICULT AND WILL AFFECT YOUR INVESTMENT IN OUR 
COMPANY; WE CANNOT ASSURE YOU THAT WE WILL REPORT NET INCOME IN THE FUTURE.     

  We have a limited operating history. Our prospects must be considered in
light of the risks, expenses and difficulties frequently encountered by         
companies in developing industries, particularly companies in the relatively new
and rapidly evolving market for Internet products, content and services. These  
risks include:                                                                  

o    an evolving and unpredictable business model                     

o    uncertain acceptance of new services                             

o    competition                                                      

o    management of growth                                             

    We cannot assure you that we will succeed in addressing these risks. If we
fail to do so, our revenues could be materially reduced and our operating       
results could suffer.                                                           

    Our limited operating history, the evolving nature of the Internet and the
emerging nature of the markets in which we compete makes prediction of future   
operating results difficult or impossible. We cannot assure you that our        
revenues will increase or even continue at their current level or that we will  
maintain operating profitability or generate cash from operations in future     
periods. We have incurred significant operating losses since our inception and  
may incur additional losses in the future.                                      

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WE MAY EXPERIENCE FLUCTUATIONS IN OPERATING RESULTS AND MAY NOT BE ABLE TO      
ADJUST SPENDING IN TIME TO COMPENSATE FOR ANY UNEXPECTED REVENUE SHORTFALL.     

    Our operating results may fluctuate significantly as a result of a variety
of factors, many of which are outside of our control. We may be unable to adjust
spending in a timely manner to compensate for any unexpected revenue shortfall. 
Accordingly, any significant shortfall in revenues in relation to planned       
expenditures could materially reduce our operating results and materially and   
adversely affect our financial condition.                                       

Factors that may adversely affect our operating results include:      

o    demand for Internet advertising                                  

 o    the addition or loss of advertisers, and the advertising budgeting
cycles of individual advertisers                            

o    the level of traffic on the Internet and our network of Internet 
channels in particular                                      

o    seasonal trends in Internet use and advertising                  

o    the amount and timing of capital expenditures and other costs,   
       including marketing costs, relating to our Internet, television and
          radio operations and costs relating to the expansion of operations and
the introduction of new sites and services                  

o    competition                                                      

o    our ability to manage effectively our development of new business
segments and markets                                        

    o    our ability to successfully manage the integration of our operations,
technology acquisitions and other business combinations     

o    our ability to upgrade and develop our systems and infrastructure

    o    technical difficulties, system downtime, Internet brownouts or denial
of service or other similar attacks                         

  o    general economic conditions and economic conditions specific to the
Internet and Internet media                                 

   Due to all of the foregoing factors, our operating results may fall below
our expectations or the expectations of securities analysts or investors. If    
this happens, the trading price of our common stock would likely be materially  
and adversely affected.                                                         

OUR INTERNET, TELEVISION AND RADIO CONTENT AND SERVICES MAY NOT BE ACCEPTED,    
WHICH COULD ADVERSELY AFFECT OUR PROFITABILITY.                                 

Our future success depends upon our ability to deliver original and   
compelling content and services that attract and retain users. We cannot assure 
you that our content and services will be attractive to a sufficient number of  
users to generate revenues sufficient to sustain operations. Costs related to   
developing new content and services are expensed as they are incurred, while    
revenue related to new content and services typically builds over time. As a    
result, our profitability from year to year may be materially and adversely     
affected by the number and timing of new launches. In addition, we cannot assure
you that any new content or services will be developed in a timely or           
cost-effective manner.                                                          

     The successful development and production of content is subject to numerous
uncertainties, including the ability to:                                        

o    anticipate and successfully respond to rapidly changing consumer 
tastes and preferences                                      

o    obtain favorable distribution rights                             

o    fund new program development                                     

  o    attract and retain qualified editors, producers, writers, technical
personnel and television and radio hosts                    

    If we are unable to develop content and services that allow us to attract,
retain and expand a loyal user base that is attractive to advertisers and       
sellers of technology products, we will be unable to generate revenue.          

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COMPETITION IS INTENSE AND IS EXPECTED TO INCREASE SIGNIFICANTLY; OUR FAILURE TO
COMPETE SUCCESSFULLY COULD ADVERSELY AFFECT OUR PROSPECTS AND FINANCIAL RESULTS.

    The market for Internet content and services is new, intensely competitive
and rapidly evolving and we expect the competition to increase significantly. It
is not difficult to enter this market and current and new competitors can launch
new Internet sites at relatively low cost. We expect to continue to derive our  
revenue primarily from advertising, for which we compete with various media     
including newspapers, television, radio and various Internet sites that offer   
consumers information similar to that provided by us. We cannot assure you that 
we will compete successfully with current or future competitors. Moreover,      
increased competition could result in price reductions, reduced margins or loss 
of market share, any of which could have a material adverse effect on our future
revenue and profits.                                                            

If we do not compete successfully for new users and advertisers, our  
financial results may be materially and adversely affected.                     

TO REMAIN COMPETITIVE, WE MUST EXPAND OUR OPERATIONS; FAILURE TO EFFECTIVELY    
MANAGE GROWTH COULD RESULT IN OUR INABILITY TO SUPPORT AND MAINTAIN OUR         
OPERATIONS                                                                      

  We have rapidly and significantly expanded our operations. We anticipate
that further expansion of our operations may be required following the merger in
order to address potential market opportunities. This rapid growth has placed,  
and we expect it to continue to place, a significant strain on our management,  
operational and financial resources. We cannot assure you that:                 

o    our current personnel, systems, procedures and controls will be  
adequate to support our operations                          

   o    management will be able to identify, hire, train, motivate or manage
the required personnel                                      

    o    management will be able to successfully identify and exploit existing
and potential market opportunities                          

   In addition, we could experience a materially negative impact on earnings
as a results of expenses associated with growing our operations, whether through
internal development or through acquisitions.                                   

IF WE ARE UNABLE TO CONTINUE LICENSING THE CNET DATA SERVICES TRANSACTIVE       
PRODUCTS DATABASE WE COULD FAIL TO ACHIEVE EXPECTATIONS FOR REVENUE GROWTH.     

We receive license fees for the license of the CNET Data Services     
transactive product database to manufacturers, distributors and resellers of    
computer products. Our ability to meet expectations for revenue growth may      
depend in part upon our ability to continue to license this product to new      
customers. If we are unable to attract new customers for this product, we could 
fail to achieve revenue growth expectations.                                    

IF OUR INTERNET USER BASE DOES NOT CONTINUE TO GROW, WE MAY FAIL TO ACHIEVE     
EXPECTATIONS FOR REVENUE GROWTH.                                                

 The rapid growth in the use of and interest in the Internet is a recent
phenomenon. We cannot assure you that acceptance and use of the Internet will   
continue to develop or that we will be able to attract a sufficient number of   
users to support growth expectations for our business.                          

    We also cannot assure you that the Internet infrastructure will be able to
support the demands placed upon it by:                                          

o    an increase in the number of users                               

o    an increase in frequency of use                                  

o    an increase in bandwidth requirements of users                   

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    If use of the Internet does not continue to grow or grows more slowly than
expected, if we do not attract more users despite Internet growth, or if the    
Internet infrastructure does not effectively support growth that may occur, our 
revenues and financial condition will be materially and adversely affected.     

WE WILL DEPEND ON ADVERTISING AS A PRINCIPAL SOURCE OF OUR REVENUE; OUR         
FINANCIAL RESULTS WILL BE ADVERSELY AFFECTED IF WE FAIL TO SUSTAIN ADVERTISING  
REVENUES OR LEAD FEES.                                                          

    Our revenues through December 31, 1999 were derived in large part from the
sale of advertising and other fees, such as lead fees, from sellers of          
technology products on their Internet channels and from advertising and license 
fees from producing television programs. It is expected that we will derive our 
revenue in a similar manner in the future. Most of our advertising contracts    
will be subject to termination by the customer at any time on very short notice.
It may be difficult to obtain performance from advertisers who have longer term 
contracts. If we lose advertising customers, fail to attract new customers or   
are forced to reduce advertising rates in order to retain or attract customers, 
our revenues and financial condition will be materially and adversely affected. 

     Our ability to generate advertising revenue will depend on several factors,
including;                                                                      

 o    the continued development of the Internet as an advertising medium

o    the pricing of advertising on other Internet sites               

o    the amount of traffic on our network of sites                    

o    pricing pressures, delays and new product launches               

o    our ability to achieve, demonstrate and maintain attractive user 
demographics                                                

   o    our ability to develop and retain a skilled advertising sales force.

WE WILL DEPEND ON, AND RECEIVE A SIGNIFICANT PERCENTAGE OF OUR REVENUE FROM, A  
LIMITED NUMBER OF ADVERTISERS.                                                  

A relatively small number of advertisers contribute a significant     
percentage of our revenue. Top advertising clients, and other advertising       
clients, may not continue to use our services to the same extent, or at all,    
following the merger. A significant reduction in advertising by one or more of  
our largest advertisers could have a material adverse effect on our profits and 
liquidity.                                                                      

OUR ADVERTISING AND OTHER OPERATING REVENUES MAY BE SUBJECT TO SEASONALITY AND  
CYCLICALITY, WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR REVENUES AND     
OPERATING RESULTS.                                                              

     We believe that advertising sales in traditional media, such as television,
are generally lower in the first and third calendar quarters of each year than  
in other quarters and that advertising expenditures fluctuate significantly with
economic cycles. Depending on the extent to which the Internet is accepted as an
advertising medium, seasonality and cyclicality in the level of advertising     
expenditures generally could become more pronounced for Internet advertising.   
Seasonality and cyclicality in advertising expenditures generally, or with      
respect to Internet-based advertising specifically, could have a material       
adverse effect on our business, prospects, financial condition and operating    
results because advertising expenditures account for substantially all of our   
revenues.                                                                       

   We may also experience seasonality in our operating results, particularly
in connection with our shopping services, which may reflect seasonal trends in  
the retail industry. The level of consumer retail spending generally decreases  
in the first and third calendar quarters.                                       

INABILITY TO ATTRACT AND RETAIN KEY PERSONNEL COULD ADVERSELY AFFECT OUR ABILITY
TO OPERATE.                                                                     

   Our success depends to a large extent on the continued services of Halsey
M. Minor, Shelby W. Bonnie, and the other members of our senior management team.
The loss of the services of Mr. Minor or Mr. Bonnie, CNET's founders, could have
an adverse effect on us due to their crucial role in our strategic development. 
Our success is also dependent on our ability to identify, attract, retain and   
motivate other highly skilled officers, key employees and personnel in a very   
competitive job environment.                                                    

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  We do not have long-term employment agreements with key personnel and do
not maintain "key person" life insurance policies on officers or other          
employees. The production of our Internet, television and radio content and     
services requires highly skilled writers and editors and personnel with         
sophisticated technical expertise. We have encountered difficulties in          
attracting qualified software developers for our Internet channels and related  
technologies and we cannot assure you that we will be able to attract or retain 
such personnel in the future. If we do not attract, retain and motivate the     
necessary technical, managerial, editorial and sales personnel following the    
merger, there could be a material adverse effect on our business and operating  
results.                                                                        

WE MAY NEED TO SPEND SIGNIFICANTLY MORE MONEY ON ADVERTISING IN THE FUTURE.     

We cannot assure you that our advertising campaigns, or any other     
advertising campaign we may launch in the future, will be effective. To remain  
competitive, we may need to spend significantly more money on advertising in the
future and such additional costs could materially and adversely affect our      
profits.                                                                        

IF WE DO NOT RESPOND ADEQUATELY TO THE INDUSTRY'S EVOLVING TECHNOLOGY STANDARDS 
OR DO NOT CONTINUE TO MEET THE SOPHISTICATED NEEDS OF OUR CUSTOMERS, SALES OF   
OUR PRODUCTS AND SERVICES MAY DECLINE.                                          

The market for Internet products and services is characterized by:    

o    rapid technological developments                                 

o    frequent new product introductions                               

o    evolving industry standards                                      

The emerging character of these products and services and their rapid 
evolution requires us to continually improve the performance, features and      
reliability of our network infrastructure and Internet content, particularly in 
response to competitive offerings and changing customer demands. We cannot      
assure you that we will be successful in responding quickly, cost effectively or
adequately to these developments. In addition, the widespread adoption of new   
Internet technologies or standards could require us to make substantial         
expenditures to modify or adapt our Internet channels and services and could    
fundamentally affect the character, viability and frequency of Internet-based   
advertising. Finally, technologies adopted by us could fail to perform according
to expectations, resulting in system performance problems and increased costs.  
Any of these events could have a material adverse effect on our financial       
condition and operating results.                                                

WE DEPEND ON ARRANGEMENTS WITH THIRD PARTIES FOR INTERNET TRAFFIC TO OUR SITES  
AND OUR FAILURE TO DEVELOP AND MAINTAIN RELATIONSHIPS WITH THIRD PARTIES COULD  
ADVERSELY AFFECT OUR FINANCIAL CONDITION.                                       

    We rely on the cooperation of owners and operators of other Internet sites
with whom we have syndication and other arrangements to generate traffic for our
Internet sites. Our ability to advertise on other Internet sites and the        
willingness of the owners of these sites to direct users to our Internet        
channels through hypertext links will continue to be critical to the success of 
our Internet operations. If we are unable to develop and maintain satisfactory  
relationships with such third parties on acceptable commercial terms, or if our 
competitors are better able to capitalize on these relationships, our financial 
condition and operating results will be materially and adversely affected.      

WE MAY HAVE DIFFICULTIES WITH OUR ACQUISITIONS AND INVESTMENTS, WHICH COULD     
ADVERSELY AFFECT OUR GROWTH AND FINANCIAL CONDITION.                            

     From time to time, we may consider new business opportunities and ventures,
including acquisitions, in a broad range of areas. Any decision by us to pursue 
significant business expansion or new business opportunities would be           
accompanied by risks, including, among others:                                  

  o    requiring us to invest a substantial amount of capital, which could
     have a material adverse effect on our financial condition and our
ability to implement our existing business strategy         

o    requiring us to issue additional equity interests, which would be
dilutive to our current stockholders                        

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  o    placing additional, substantial burdens on our management personnel
and our financial and operational systems                   

o    the difficulty of assimilating our operations, technologies and  
personnel with those of any acquired company                

o    the potential disruption of our ongoing business                 

o    the possible inability to retain key technical and managerial    
personnel                                                   

     o    additional expenses associated with amortization of goodwill and other
purchased intangible assets                                 

o    additional operating losses and expenses associated with the     
activities and expansion of acquired businesses             

   o    the possible impairment of relationships with existing employees and
advertising customers                                       

    In addition, we cannot assure you that we will be successful in overcoming
these risks or any other problems encountered in connection with any future     
transactions or that these transactions will be profitable.                     

WE PLAN TO EXPAND OUR INTERNATIONAL OPERATIONS AND MAY ENCOUNTER A NUMBER OF    
PROBLEMS IN DOING SO. THERE ARE ALSO A NUMBER OF RISKS ASSOCIATED WITH          
INTERNATIONAL OPERATIONS THAT COULD ADVERSELY AFFECT OUR BUSINESS.              

     EXPANSION OF INTERNATIONAL OPERATIONS. One component of our growth strategy
will be to further expand into international markets. Our international         
operations will be expanded into markets where technology and online industries 
are less well developed than in the U.S., which may adversely affect our results
of operations.                                                                  

     RISK OF INTERNATIONAL OPERATIONS. There are certain risks inherent in doing
business in international markets, such as the following:                       

o    uncertainty of product acceptance by different cultures          

o    unforseen changes in regulatory requirements                     

o    difficulties in staffing and managing multinational operations   

o    state-imposed restrictions on the repatriation of funds          

o    currency fluctuations                                            

     o    difficulties in finding appropriate foreign licensees or joint venture
partners                                                    

o    potential adverse tax consequences                               

There is a risk that such factors will have an adverse effect on our ability to 
successfully operate internationally and on our profits and liquidity.          

WE MAY NOT BE ABLE TO ACQUIRE OR MAINTAIN DOMAIN NAMES, WHICH COULD ADVERSELY   
AFFECT OUR ABILITY TO OPERATE OUR ONLINE SITES.                                 

  We currently hold various Web domain names relating to brands and sites.
The acquisition and maintenance of domain names generally is regulated by       
government agencies and their designees. The regulation of domain names in the  
United States and in foreign countries is subject to change. We cannot assure   
you that we will be able to acquire or maintain relevant domain names in all    
countries where we will conduct business. Any inability to acquire or maintain  
domain names could have a material adverse effect on our business.              

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CHANGES IN REGULATIONS COULD ADVERSELY AFFECT THE WAY WE OPERATE.               

     It is possible that new laws and regulations in the U.S. and elsewhere will
be adopted covering issues affecting our business, including:                   

o    privacy                                                          

o    copyrights, trademarks and domain names                          

o    obscene or indecent communications                               

     o    pricing, characteristics and quality of Internet products and services

 Increased government regulation, or the application of existing laws to
online activities, could:                                                       

o    decrease the growth of the Internet                              

o    reduce our revenues                                              

o    increase our operating expenses                                  

o    expose us to significant liabilities                             

Any of these occurrences could have a material adverse effect on our profits and
liquidity.                                                                      

    We cannot be sure what effect any future material noncompliance by us with
these laws and regulations or any material changes in these laws and regulations
could have on our business.                                                     

WE MAY HAVE CAPACITY CONSTRAINTS AND MAY BE SUBJECT TO SYSTEM DISRUPTIONS, WHICH
COULD ADVERSELY AFFECT OUR REVENUES.                                            

    Our ability to attract and maintain relationships with users, advertisers,
merchants and strategic partners will depend on the satisfactory performance,   
reliability and availability of our Internet channels and network               
infrastructure. Our Internet advertising revenues will relate directly to the   
number of advertisements delivered to our users. System interruptions or delays 
that result in the unavailability of Internet channels or slower response times 
for users would reduce the number of advertisements and sales leads delivered to
such users and reduce the attractiveness of our Internet channels to users,     
strategic partners and advertisers or reduce the number of impressions delivered
and thereby reduce revenue. We have experienced periodic system interruptions in
the past and we will continue to suffer future interruptions from time to time. 
System interruptions or slower response times could have a material adverse     
effect on our revenues and financial condition.                                 

Our Internet, television and radio systems and operations will be     
vulnerable to interruption by fire, earthquake, power loss, telecommunications  
failure, computer hacking and other events beyond our control. Most of our      
servers and television production equipment are currently located in the Bay    
Area of California, an area that is susceptible to earthquakes. We have         
experienced system downtime for limited periods due to power loss and           
telecommunications failures, and such interruptions in service may materially   
and adversely affect our operations in the future. We will also rely on web     
browsers and online service providers to provide Internet access to our sites.  
We have only a limited amount of redundant facilities or systems, no formal     
disaster recovery plan and do not carry sufficient business interruption        
insurance or earthquake insurance to compensate for losses that may occur. Any  
losses or damages incurred could have a material adverse effect on our financial
condition.                                                                      

OUR BUSINESS WILL INVOLVE RISKS OF LIABILITY CLAIMS FOR INTERNET, TELEVISION AND
RADIO CONTENT OR TECHNOLOGY, WHICH COULD RESULT IN SIGNIFICANT COSTS.           

   As a publisher and a distributor of content over the Internet, television
and radio, we may face potential liability for:                                 

o    defamation                                                       

o    negligence                                                       

o    copyright, patent or trademark infringement                      

o    other claims based on the nature and content of the materials    
published or distributed                                    

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  These types of claims have been brought, sometimes successfully, against
online services and publishers of television and radio content. In addition, we 
could be exposed to liability in connection with material indexed or offered on 
our Internet sites or for information collected from and about users. There has 
been a recent increase in the granting and attempted enforcement of business    
process patents that cover practices that may be widely employed in the Internet
industry. If we are found to violate any such patent and we are unable to enter 
into a license agreement on reasonable turns, our ability to offer services     
could be materially and adversely affected. We cannot assure you that third     
parties or users will not bring claims against the combined company relating to 
proprietary rights or use of personal information. Although we will carry       
general liability insurance, our insurance may not cover potential claims of    
defamation, negligence and similar claims, and it may or may not apply to a     
particular claim or be adequate to reimburse us for all liability that may be   
imposed. Any imposition of liability that is not covered by insurance or is in  
excess of insurance coverage could have a material adverse effect on our        
financial condition.                                                            

OUR NETWORKS MAY BE VULNERABLE TO UNAUTHORIZED PERSONS ACCESSING OUR SYSTEMS,   
WHICH COULD DISRUPT OUR OPERATIONS AND RESULT IN THE THEFT OF OUR PROPRIETARY   
INFORMATION.                                                                    

A party who is able to circumvent our security measures could         
misappropriate proprietary information or cause interruptions or malfunctions in
our Internet operations. We may be required to expend significant capital and   
resources to protect against the threat of security breaches or to alleviate    
problems caused by breaches in security. For example, so-called "spiders" have  
and can be used in efforts to copy our databases, including our database of     
technology products and prices.                                                 

Concerns over the security of Internet transactions and the privacy of
users may also inhibit the growth of the Internet, particularly as a means of   
conducting commercial transactions. To the extent that our activities or the    
activities of third party contractors involve the storage and transmission of   
proprietary information, such as computer software or credit card numbers,      
security breaches could expose us to a risk of loss or litigation and possible  
liability. We cannot assure you that contractual provisions attempting to limit 
our liability in these areas will be successful or enforceable, or that other   
parties will accept such contractual provisions as part of our agreements.      

WE WILL DEPEND ON LICENSED TECHNOLOGY FROM THIRD PARTIES AND OUR FAILURE TO     
MAINTAIN THESE ARRANGEMENTS COULD ADVERSELY AFFECT OUR OPERATIONS.              

    We rely on technology licensed from third parties for use in operating and
managing our Internet sites and providing related services to users and         
advertisers. Our ability to generate revenue from Internet commerce may also    
depend on data encryption and authentication technologies that we may be        
required to license from third parties. We cannot assure you that these third   
party technology licenses will be available to us at all, will continue to be   
available to us on acceptable commercial terms or will operate as intended.     

OUR DEBT OBLIGATIONS EXPOSE US TO RISKS THAT COULD ADVERSELY AFFECT OUR         
FINANCIAL CONDITION.                                                            

    Our debt outstanding at June 30, 2000 was approximately $184.9 million. We
may incur substantial additional debt in the future. The level of our           
indebtedness, among other things, could:                                        

 o    make it difficult for us to make payments on our debt as described
below                                                       

o    make it difficult for us to obtain any necessary financing in the
   future for working capital, capital expenditures, debt service,
acquisitions or general corporate purposes                  

  o    limit our flexibility in planning for or reacting to changes in our
business                                                    

o    reduce funds available to use for our operations                 

   o    impair our ability to incur additional debt because of financial and
other restrictive covenants                                 

    o    make us more vulnerable in the event of a downturn in our business or
an increase in interest rates                               

    If we experience a decline in revenues due to any of the factors described
in this "Risk Factors" section or any other factors, we could have difficulty   
paying interest and other amounts due on our indebtedness. If we are unable to  
generate sufficient cash flow or otherwise obtain funds necessary to make       
required payments, or if we fail                                                

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to comply with the various requirements of our indebtedness, we would be in     
default, which would permit the holders of our indebtedness to accelerate the   
maturity of the indebtedness and could cause defaults under our other           
indebtedness. Any default under our indebtedness could have a material adverse  
effect on our financial condition.                                              

THE PRICE OF OUR COMMON STOCK IS SUBJECT TO WIDE FLUCTUATIONS.                  

The trading price of our common stock is subject to wide fluctuations.
Trading prices of our common stock may fluctuate in response to a number of     
events and factors, including:                                                  

o    quarterly variations in operating results                        

o    announcements of innovations                                     

     o    new products, strategic developments or business combinations by us or
our competitors                                             

o    changes in our expected operating expense levels or losses       

o    changes in financial estimates and recommendations of securities 
analysis                                                    

     o    the operating and securities price performance of other companies that
investors may deem comparable to ours                       

o    news reports relating to trends in the Internet                  

o    other events or factors                                          

In addition, the stock market in general, and the market prices for   
Internet related companies in particular, have experienced extreme volatility   
that often has been unrelated to the operating performance of these companies.  
These broad market and industry fluctuations may adversely affect the trading   
price of our common stock.                                                      

   These fluctuations may make it more difficult to use stock as currency to
make acquisitions that might otherwise be advantageous, or to use stock options 
as a means to attract and retain employees.                                     

WE HAVE A SUBSTANTIAL NUMBER OF SHARES OF COMMON STOCK THAT MAY BE SOLD, WHICH  
COULD AFFECT THE TRADING PRICE OF OUR COMMON STOCK.                             

 We have a substantial number of shares of common stock subject to stock
options, and our notes may be converted into shares of our common stock. In     
addition, we have a large number of authorized but unissued shares of our common
stock that are available for future sale. We cannot predict the effect, if any, 
that future sales of shares of our common stock or notes, or the availability of
shares of our common stock or notes for future sale, will have on the market    
price of our common stock. In addition, our founding stockholders might sell    
shares of our common stock from time to time. Sales of substantial amounts of   
our common stock, including shares issued in connection with acquisitions, upon 
the exercise of stock options or warrants or the conversion of debt securities, 
or the perception that such sales could occur, may adversely affect prevailing  
market prices for our common stock.                                             

PROVISIONS OF OUR CERTIFICATE OF INCORPORATION, BYLAWS AND DELAWARE LAW COULD   
DETER TAKEOVER ATTEMPTS.                                                        

     Some provisions in our certificate of incorporation and bylaws could delay,
prevent or make more difficult a merger, tender offer, proxy contest or change  
of control. Our stockholders might view any transaction of this type as being in
their best interest since the transaction could result in a higher stock price  
than the current market price for our common stock. Among other things, our     
certificate of incorporation and bylaws:                                        

 o    authorize our board of directors to issue preferred stock with the
terms of each series to be fixed by our board of directors  

o    divide our board of directors into three classes so that only    
       approximately one-third of the total number of directors is elected
each year                                                   

o    permit directors to be removed only for cause                    

o    specify advance notice requirements for stockholder proposals and
director nominations                                        

 In addition, with some exceptions, the Delaware General Corporation Law
restricts or delays mergers and other business combinations between us and any  
stockholder that acquires 15% or more of our voting stock.                      

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LAWSUITS IN WHICH WE ARE A DEFENDANT COULD MATERIALLY AND ADVERSELY AFFECT OUR  
BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS.                        

     In August 1999, the Simon Property Group filed a complaint against mySimon,
Inc., which became our subsidiary on February 29, 2000. The Simon Property Group
is a real estate investment trust that owns mall properties. The complaint,     
which was filed in the Southern District of Indiana at Indianapolis, alleges    
that our "mySimon" mark infringes the Simon Property Group's "SIMON" mark. On   
August 31, 2000, the jury found that our "mySimon" mark infringes on the Simon  
Property Groups "SIMON" mark. The jury awarded Simon Property Group damages of  
$26.5 million. We believe that the jury verdict was not supported by the facts  
and we plan to appeal the verdict. The judge presiding over the trial has not   
yet entered judgment on the jury's verdict, nor has he ruled on Simon Property  
Group's request that mySimon relinquish its name. Unless the verdict is         
overturned on appeal or unless the judge does not require mySimon to relinquish 
its name, there could be a material adverse effect on our business, financial   
condition and results of operation.                                             

RISK FACTORS RELATING TO OUR RECENT MERGER WITH ZIFF-DAVIS

WE MAY NOT ACHIEVE THE BENEFITS WE EXPECT FROM OUR MERGER WITH ZIFF-DAVIS WHICH 
MAY HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL CONDITION AND     
OPERATING RESULTS AND COULD RESULT IN THE LOSS OF KEY PERSONNEL.                

We will need to overcome significant issues in order to realize any   
benefits or synergies from our merger with Ziff-Davis, including the timely,    
efficient and successful execution of a number of events, including:            

o    integrating the operations of the two companies                  

o    retaining and assimilating the key personnel of each company     

   o    retaining existing advertisers on both companies' Internet sites and
attracting additional advertisers                           

o    developing new Internet sites and services that benefit from the 
assets and resources of both companies                      

o    retaining strategic partners of each company                     

o    creating uniform standards, controls, procedures, policies and   
information systems                                         

     The successful execution of these events will involve considerable risk and
may not be successful. These risks include:                                     

  o    the potential disruption of our ongoing business and distraction of
our management                                              

  o    the difficulty of incorporating acquired technology and rights into
our Internet sites and services                             

    o    unanticipated expenses and potential delays related to integration of
technology and other resources of the two companies         

  o    the impairment of relationships with employees and advertisers as a
result of any integration of new management personnel       

o    the possibility that businesses that have advertised on both our 
          Internet sites and on those of Ziff-Davis may reduce their advertising
purchases from the combined company                         

o    potential unknown liabilities associated with the merger and the 
recent disposition of Ziff-Davis' non-Internet operations   

We may not succeed in addressing these risks or any other problems    
encountered in connection with the merger.                                      

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THE MERGER COULD ADVERSELY AFFECT OUR FINANCIAL RESULTS.                        

We have incurred significant transaction costs in connection with the 
merger. If the benefits of the merger do not exceed these costs, including the  
dilution to our stockholders resulting from the issuance of shares of our common
stock in connection with the merger, our financial results, including earnings  
per share, could be materially and adversely affected.                          

   We have accounted for the merger using the purchase method of accounting.
Now that we have completed the merger, the results of operations of Ziff-Davis  
will be included in our consolidated financial statements. The purchase price   
has been allocated to Ziff-Davis' assets and liabilities based on the fair      
values of the assets acquired and the liabilities assumed. Any excess of cost   
over the fair value of the net tangible assets of Ziff-Davis acquired in the    
merger has been recorded as goodwill and other intangible assets and must be    
amortized by charges against results of operations under generally accepted     
accounting principles. These allocations will be made based upon valuations and 
other studies that have not yet been finalized. However, it is expected that the
amortization associated with the merger will be significant and will have a     
material adverse effect on our results of operations.                           

THE MARKET PRICE OF OUR COMMON STOCK MAY DECLINE AS A RESULT OF THE MERGER.     

    The market price of our common stock may decline as a result of the merger
for a number of reasons including if:                                           

o    our integration with Ziff-Davis is unsuccessful                  

   o    we do not achieve the perceived benefits of the merger as rapidly or
        to the extent anticipated by us or by financial or industry analysts

  o    the effect of the merger on our financial results is not consistent
      with our expectations or the expectations of financial or industry
analysts                                                    

OWNERSHIP OF OUR COMMON STOCK IS CONCENTRATED IN A SMALL GROUP OF SHAREHOLDERS  
WHOSE INTERESTS MAY DIFFER FROM THOSE OF OUR OTHER STOCKHOLDERS.                

As a result, in part, of our merger with Ziff-Davis, Softbank, Halsey 
Minor, our chairman, and Shelby Bonnie, our chief executive officer,            
collectively control a high percentage of our outstanding common stock. The     
concentration of ownership of our common stock may delay, prevent or deter a    
change in control, could deprive our other stockholders of an opportunity to    
receive a premium for their common stock and may adversely affect the market    
price of our common stock. Also, these stockholders can exert significant       
control over actions requiring the approval of a majority of the voting stock,  
including amendments to our charter. Commercial and other transactions between  
our company, on the one hand, and its directors, officers and major stockholders
and their affiliates, on the other, could create potential for, or could result 
in, conflicting interests. We intend to enter into all related party            
transactions on an arm's length basis according to terms that would be offered  
by an unaffiliated third party.                                                 

In addition, on or about April 17, 2001, Softbank will have a right,  
pursuant to registration rights granted under a stockholder agreement, to       
require us to register for public sale our common stock owned by Softbank. Also,
Halsey Minor and Shelby Bonnie might sell shares of our common stock from time  
to time.                                                                        

THE RECENT DISPOSITIONS OF ZIFF-DAVIS' NON-INTERNET BUSINESSES MAY ADVERSELY    
AFFECT OUR FUTURE BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND      
PROSPECTS FOLLOWING THE MERGER.                                                 

     It is possible that the dispositions of Ziff-Davis' non-Internet businesses
as part of its recent restructuring may materially and adversely affect the our 
future business, financial condition, results of operations and prospects       
following the merger in a number of ways, including the following:              

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     o    The remaining Ziff-Davis businesses will no longer be able to leverage
          the Ziff-Davis brand and cross-market across all of the platforms that
were formerly part of the company.                          

o    ZDNet historically has relied on content that it licenses from ZD
        Publishing on an exclusive basis online. Under the agreement for the
        sale of ZD Publishing, ZDNet has retained the rights to this content
  online only through April 5, 2005 and those rights will remain
       exclusive to ZDNet only through April 5, 2003. After the three year
         exclusivity period expires, the entity that bought ZD Publishing will
         be free to use the content to compete with Ziff-Davis' ZDNet division
   on the Internet, and after four years the buyer will be free to
license it to other online competitors.                     

              o    The buyer of ZD Publishing has asserted that Ziff-Davis has
           violated this license, claiming that the buyer will
                   terminate the license on March 1, 2001. We believe that the
              buyer's assertion that it is entitled to terminate the
license is without merit.               

     o    The buyer of ZD Publishing acquired the "Ziff-Davis" brand name and is
         receiving a license for the "ZD" brand name, in each case, for use in
       print publishing and its future actions may adversely affect the ZD
brand.                                                      

  o    Ziff-Davis' costs of services may increase significantly due to the
   loss of certain large volume discounts or other special pricing
   arrangements it received before it disposed of its non-Internet
businesses.                                                 

    o    Ziff-Davis has retained certain tax and other liabilities relating to
         its former non-Internet businesses and may also be liable for certain
        contingent liabilities relating to such businesses. While Ziff-Davis
believes that it has established adequate reserves for such 
          liabilities, since contingent liabilities are inherently uncertain and
         it is possible that such liabilities could be materially greater than
       expected and have a material adverse effect our financial condition
and results of operations.                                  

THERE ARE SEVERAL LAWSUITS IN WHICH ZIFF-DAVIS IS A DEFENDANT WHICH COULD       
MATERIALLY AND ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.                                                                     

  In connection with the initial public offering of ZD common stock, which
was intended to track the performance of Ziff-Davis, on April 28, 1998 and the  
repricing of certain stock options, Ziff-Davis has been named as a defendant in 
several lawsuits. While Ziff-Davis believes there are substantial defenses to   
all claims, we cannot assure you that Ziff-Davis will prevail. Defense costs    
and/or settlement costs relating to these actions could be substantial, and the 
defense of these actions may divert management's attention and resources. If the
plaintiffs prevail in these actions, any judgments awarded by the courts could  
have a material adverse effect on our financial condition.                      

 USE OF PROCEEDS

  We are registering all 90,022 shares of our common stock covered by this
prospectus on behalf of the selling stockholders named in the table set forth on
page 16 of this prospectus. These shares were issued in connection with our     
acquisition of Apollo Solutions, Inc. on April 18, 2000. This prospectus also   
covers any additional shares of our common stock which may become issuable by   
reason of any stock dividend, stock split, recapitalization or other similar    
transaction that is effected without the receipt of consideration and results in
an increase in the number of shares of our common stock that are outstanding.   

     We will receive no proceeds from the sale of the shares of our common stock
covered by this prospectus. The named selling stockholders and their permitted  
transferees may sell the shares from time to time and will receive all proceeds 
from such sales, less any commissions, concessions or discounts payable to      
broker-dealers or agents. Permitted transferees include pledgees, donees,       
transferees or other successors-in-interest who receive shares from the named   
selling stockholders after the date of this prospectus. Throughout this         
prospectus, the named selling stockholders and their permitted transferees are  
collectively referred to as the "selling stockholders."                         

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 DETERMINATION OF OFFERING PRICE

   The selling stockholders will act independently of us in making decisions
regarding the offering price of the shares of our common stock to be sold by    
them. Sales will likely be made at prices related to the market price at the    
time of the sale or upon privately negotiated terms then prevailing.            

SELLING STOCKHOLDERS

  The following table sets forth the number of shares owned by each of the
selling stockholders. None of the selling stockholders had a material           
relationship with us prior to our acquisition of Apollo Solutions, Inc., on     
April 18, 2000. No estimate can be given as to the number of shares that will be
held by the selling stockholders after the date of this prospectus because each 
of the selling stockholders may offer some or all of their shares to third      
parties from time to time. To our knowledge, there are not currently any        
agreements, arrangements or understandings with respect to the sale by the      
selling stockholders of their shares of our common stock.                       

                                                        [Enlarge/Download Table]

Name of Selling   Number of Shares Beneficially  Percent of Total Number  Number of Shares Registered
Stockholder       Owned                          of Shares Outstanding    by this Prospectus (1)     
---------------   -----------------------------  -----------------------  ---------------------------

                                                                                                     
John Bowser                  103,149                        *                        51,575          

Chris Frye                    31,508                        *                        15,754          

Ron Perkins                   16,504                        *                         8,252          

Darren Thibodeau              16,504                        *                         8,252          

Kelly Gesselman               12,378                        *                         6,189          

* Represents beneficial ownership of less than one percent of the total number  
of shares outstanding.                                                          

(1) This prospectus also covers any additional shares of our common stock which 
become issuable by reason of any stock dividend, stock split, recapitalization  
or other similar transaction that is effected without the receipt of            
consideration and results in an increase in the number of shares of our common  
stock that are outstanding.                                                     

PLAN OF DISTRIBUTION

     The selling stockholders will determine the timing, manner and size of each
sale of the shares of our common stock covered by this prospectus. The sales may
be made on one or more exchanges, in the over-the-counter market or otherwise.  
The selling stockholders may effect sales of their shares through broker-dealers
using one of the following methods:                                             

    o    A block trade in which a broker-dealer attempts to sell shares of our
      common stock as agent but may position and resell a portion of the
block as principal to facilitate the transaction.           

o    Purchases by a broker-dealer as principal and resale by that     
broker-dealer for its account using this prospectus.        

The selling stockholders may also sell their shares through an exchange         
distribution in accordance with the rules of that exchange, through an ordinary 
brokerage transaction, in a privately negotiated transaction, or by using any   
combination of the foregoing methods.                                           

     To the extent required, this prospectus may be amended or supplemented from
time to time to describe a specific plan of distribution. In effecting sales of 
our common stock covered by this prospectus, broker-dealers engaged by the      
selling stockholders may arrange for other broker-dealers to participate in     
resales.                                                                        

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The selling stockholders may enter into hedging transactions with     
broker-dealers in connection with distributions of shares of our common stock   
covered by this prospectus or otherwise. In these hedging transactions,         
broker-dealers may engage in short sales of our common stock. In addition, the  
selling stockholders may sell shares short and redeliver those shares to close  
out short positions. The selling stockholders may also enter into options or    
other transactions with broker-dealers that require delivery to the             
broker-dealer of the covered shares. The broker-dealer may then resell or       
otherwise transfer those shares using this prospectus. Finally, the selling     
stockholders may loan or pledge shares to a broker-dealer. The broker-dealer may
then sell the shares so loaned, or upon a default, sell the shares so pledged,  
in each case using this prospectus.                                             

Broker-dealers or agents may receive compensation in the form of      
commissions, discounts or concessions from the selling stockholders, and may    
also receive compensation from the purchasers of the shares for whom they act as
agents, to whom they act as principals, or both. Particular broker-dealers may  
receive compensation in excess of customary commissions in amounts negotiated in
the context of certain sales.                                                   

    Broker-dealers acting on behalf of the selling stockholders, agents of the
selling stockholders, other broker-dealers participating in a given transaction,
or the selling stockholders themselves may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act in connection with sales of  
our common stock covered by this prospectus. As a consequence, any commissions, 
discounts or concessions received by them and any profit on the resale of the   
shares purchased by them may be deemed to be underwriting discounts or          
concessions under the Securities Act. Any party deemed to be an "underwriter"   
within the meaning of Section 2(11) of the Securities Act will be subject to the
prospectus delivery requirements imposed by the Securities Act.                 

    Any securities covered by this prospectus that qualify for sale under Rule
144 promulgated under the Securities Act may be sold under Rule 144 rather than 
under this prospectus. We have received no information suggesting that the      
selling stockholders have entered into any understandings or arrangements with  
any underwriters, broker-dealers or agents regarding the sale of our common     
stock. To our knowledge, no underwriter or coordinating broker has been         
commissioned to act in connection with any proposed sale of our common stock by 
the selling stockholders.                                                       

     The shares of our common stock covered by this prospectus will be sold only
through registered or licensed brokers or dealers if required under applicable  
state securities laws. In addition, in some states shares of our common stock   
may not be sold unless they have been registered or qualified for sale in that  
state or an exemption from registration or qualification is available and has   
been complied with.                                                             

     Under applicable rules and regulations under the Securities Exchange Act of
1934, any person engaged in the distribution of shares of our common stock      
covered by this prospectus may not simultaneously engage in market making       
activities with respect to our common stock for a period of two business days   
prior to the commencement of that distribution. In addition, each of the selling
stockholders will be subject to applicable provisions of the Exchange Act,      
including Regulation M, which may limit the timing of purchases and sales of our
common stock covered by this prospectus.                                        

  We will file a supplement to this prospectus under Rule 424(b) under the
Securities Act if required to disclose any material arrangement that has been   
entered into between a selling stockholder and a broker-dealer for the sale of  
shares through a block trade, special offering, exchange distribution or        
secondary distribution.                                                         

We will bear all costs, expenses and fees in connection with the      
registration of the shares of our common stock covered by this prospectus. The  
selling stockholders will bear the cost of commissions, concessions or          
discounts, if any, attributable to sales by them of our common stock. The       
selling stockholders may agree to indemnify any broker-dealer or agent that     
participates in transactions involving the sale of our common stock covered by  
this prospectus against some liabilities, including liabilities arising under   
the Securities Act.                                                             

DESCRIPTION OF SECURITIES TO BE REGISTERED

     A description of our common stock has been incorporated by reference to our
Registration Statement on Form 8-A, as filed with the Commission on July 2,     
1996.                                                                           

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 EXPERTS

  Our consolidated financial statements incorporated in this prospectus by
reference to our Annual Report on Form 10-K for the fiscal year ended December  
31, 1999, as filed on March 30, 2000, have been so incorporated in reliance on  
the report of KPMG LLP, independent certified public accountants, given on the  
authority of said firm as experts in auditing and accounting.                   

 LEGAL MATTERS

  The validity of the securities offered by this prospectus will be passed
upon by Sharon Le Duy, Vice President--Legal and Business Affairs.              

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 TABLE OF CONTENTS

                                                                [Download Table]
                                                                              
Where You Can Find More Information.........................................3 
The Company.................................................................4 
Risk Factors................................................................4 
Use of Proceeds............................................................15 
Determination of Offering Price............................................16 
Selling Stockholders.......................................................16 
Plan of Distribution.......................................................16 
Description of Securities to be Registered.................................17 
Experts....................................................................18 
Legal Matters..............................................................18 

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We have not authorized any person to make any statement that differs from what  
is in this prospectus. If any person makes any statement that differs from what 
is in this prospectus, you should not rely on it. This prospectus is not an     
offer to sell, nor is it seeking to buy, these securities in any state in which 
the offer or sale is not permitted. The information in this prospectus is       
complete and accurate as of its date, but may change after that date.           

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 CNET NETWORKS, INC.

 90,022 SHARES

 OF COMMON STOCK

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PROSPECTUS

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November 7, 2000

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 PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION                            

The following table sets forth the costs and expenses payable by us in
connection with the sale of the shares of our common stock being registered     
under this registration statement. All amounts other than the registration fee  
payable to the Commission are estimates.                                        

                                                                [Download Table]
                                                 
Commission Registration Fee               $   742

Legal Fees and Expenses                   $ 5,000

Accounting Fees and Expenses              $ 2,000

Miscellaneous                             $   500
                                          =======

                 Total                    $ 8,242

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS                              

Section 145(a) of the General Corporation Law of the State of Delaware
("Delaware Corporation Law") provides, in general, that a corporation shall have
the power to indemnify any person who was or is a party or is threatened to be  
made a party to any threatened, pending, or completed action, suit or           
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation), because the person is or was a
director or officer of the corporation. Such indemnity may be against expenses  
(including attorney's fees), judgments, fines and amounts paid in settlement    
actually and reasonably incurred by the person in connection with such action,  
suit or proceeding, if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the        
corporation and if, with respect to any criminal action or proceeding, the      
person did not have reasonable cause to believe the person's conduct was        
unlawful.                                                                       

     Section 145(b) of the Delaware Corporation Law provides, in general, that a
corporation shall have the power to indemnify any person who was or is a party  
or is threatened to be made a party to any threatened, pending or completed     
action or suit by or in the right of the corporation to procure a judgment in   
its favor because the person is or was a director or officer of the corporation,
against any expenses (including attorneys' fees) actually and reasonably        
incurred by the person in connection with the defense or settlement of such     
action or suit if the person acted in good faith and in a manner the person     
reasonably believed to be in or not opposed to the best interests of the        
corporation.                                                                    

     Section 145(g) of the Delaware Corporation Law provides, in general, that a
corporation shall have the power to purchase and maintain insurance on behalf of
any person who is or was a director or officer of the corporation against any   
liability asserted against the person in any such capacity, or arising out of   
the person's status as such, whether or not the corporation would have the power
to indemnify the person against such liability under the provisions of the law. 

Our bylaws and certificate of incorporation provide for the mandatory 
indemnification of our directors and officers, and to the extent authorized by  
the board of directors, Our employees and other agents, to the maximum extent   
permitted by Delaware Corporation Law, and we have entered into agreements with 
our officers, directors and certain key employees implementing such             
indemnification.                                                                

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ITEM 16. EXHIBITS                                                               

5.1  Opinion of Sharon Le Duy, Vice President--Legal and Business Affairs.      

23.1 Consent of KPMG LLP.                                                       

23.2 Consent of Sharon Le Duy, Vice President--Legal and Business Affairs       
(included in the opinion of Ms. Le Duy filed as Exhibit 5.1).         

24.1 Power of Attorney (included on page II-3 of this registration statement).  

ITEM 17. UNDERTAKINGS                                                           

The undersigned registrant hereby undertakes:                                   

   (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement: (i) to include any     
prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect  
in the prospectus any facts or events arising after the effective date of the   
registration statement, or the most recent post-effective amendment thereof,    
which, individually or in the aggregate, represent a fundamental change in the  
information set forth in the registration statement; and (iii) to include any   
material information with respect to the plan of distribution not previously    
disclosed in the registration statement or any material change to such          
information in the registration statement.                                      

(2) That, for the purposes of determining any liability under the     
Securities Act, each such post-effective amendment shall be deemed to be a new  
registration statement relating to the securities offered therein, and the      
offering of such securities at that time shall be deemed to be the initial bona 
fide offering thereof.                                                          

    (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.                                                                       

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the          
registrant pursuant to the foregoing provisions or otherwise, the registrant has
been advised that in the opinion of the Commission such indemnification is      
against public policy as expressed in the Securities Act and is therefore       
unenforceable. In the event that a claim for indemnification against such       
liabilities, other than the payment by the registrant of expenses incurred or   
paid by a director, officer or controlled person of the registrant in the       
successful defense of any officer or controlling person in connection with the  
securities being registered, the registrant will, unless in the opinion of its  
counsel the matter has been settled by controlling precedent, submit to a court 
of appropriate jurisdiction the question of whether such indemnification by it  
is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.                                        

The undersigned registrant hereby undertakes that, for purposes of    
determining any liability under the Securities Act, each filing of the          
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the    
Exchange Act, and, where applicable, each filing of an employee benefit plan's  
annual report pursuant to Section 15(d) of the Exchange Act, that is            
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the  
offering of such securities at that time shall be deemed to be the initial bona 
fide offering thereof.                                                          

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly         
authorized in the City of San Francisco, State of California, on this the 8th   
day of November, 2000.                                                          

                 CNET Networks, Inc.

                      By: /s/ Shelby W. Bonnie
                                    ------------------------------
                            Name: Shelby W. Bonnie
                                    Title: Chief Executive Officer

 POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature  
appears below constitutes and appoints Shelby W. Bonnie and Douglas N. Woodrum  
and each of them, his true and lawful attorneys-in-fact and agents with full    
power of substitution and resubstitution, for him and in his name, place and    
stead, in any and all capacities, to sign any and all amendments (including post
effective amendments) to this registration statement and to file the same with  
all exhibits thereto, and all documents in connection therewith, with the       
Securities and Exchange Commission, granting unto said attorneys-in-fact and    
agents, and each of them, full power and authority to do and perform each and   
every act and thing requisite and necessary to be done, as fully to all intents 
and purposes as he might or could do in person, hereby ratifying and confirming 
all that said attorneys-in-fact and agents or any of them, or their or his      
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
This power of attorney may be executed in counterparts.                         

 Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been Signed by the following persons in the     
capacities and on the dates indicated.                                          

                                                        [Enlarge/Download Table]

               Signature                             Title                      Date      
               ---------                             -----                      ----      

                                                                                          
       /s/ Halsey M. Minor                   Chairman of the Board        November 6, 2000
------------------------------------                                                      
         Halsey M. Minor                                                                  

       /s/ Shelby W. Bonnie                 Chief Executive Officer       November 6, 2000
------------------------------------                                                      
         Shelby W. Bonnie                                                                 

       /s/ Richard M. Marino                Chief Operating Officer       November 6, 2000
------------------------------------                                                      
         Richard M. Marino                                                                

       /s/ Douglas N. Woodrum              Executive Vice President       November 6, 2000
------------------------------------       and Chief Financial Officer                    
         Douglas N. Woodrum                                                               

       /s/ John C. "Bud" Colligan                  Director               November 6, 2000
------------------------------------                                                      
         John C. "Bud" Colligan                                                           

       /s/ Mitchell Kertzman                       Director               November 6, 2000
------------------------------------                                                      
         Mitchell Kertzman                                                                

       /s/ Eric Robison                            Director               November 6, 2000
------------------------------------                                                      
         Eric Robison                                                                     

       /s/ Daniel Rosensweig                President and Director        November 6, 2000
------------------------------------                                                      
         Daniel Rosensweig                                                                

       /s/ Eric Hippeau                            Director               November 6, 2000
------------------------------------                                                      
         Eric Hippeau                                                                     

       /s/ David P. Overmyer          Senior Vice President, Finance and  November 6, 2000
------------------------------------        Administration (Principal                     
         David P. Overmyer                     Accounting Officer)                        

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INDEX TO EXHIBITS 

                                                        [Enlarge/Download Table]

EXHIBIT                                                                                                
NUMBER    DESCRIPTION                                                                                  
--------  -----------                                                                                  

                                                                                                       
5.1       Opinion of Sharon Le Duy, Vice President--Legal and Business Affairs.                        

23.1      Consent of KPMG LLP.                                                                         

23.2      Consent of Sharon Le Duy, Vice President--Legal and Business Affairs (included in the opinion
          of Ms. Le Duy filed as Exhibit 5.1).                                                         

24.1      Power of Attorney (included on page II-3 of this registration statement).                    

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This S-3 Filing		Date		First		Last			Other Filings
		7/2/96		3		17			8-A12G
		4/28/98		15
		12/31/99		3		18			10-K
		1/24/00		3					8-K
		2/29/00		13					8-K
		3/3/00		3
		3/13/00		3					8-K
		3/30/00		3		18			10-K
		3/31/00		3					10-Q
		4/18/00		15		16
		4/27/00		3					8-K
		5/15/00		3					10-Q, 8-K/A
		6/30/00		3		11			10-Q, 8-K
		7/19/00		4					425, 8-K
		7/21/00		3					8-K
		8/14/00		3					10-Q
		8/16/00		3					S-4
		8/31/00		3		13			8-K, S-3
		9/5/00		3					425, 8-K
		9/6/00		3					S-4/A
		9/8/00		3					POS AM
		9/13/00		3					S-3/A
		10/17/00		4					8-K, 8-K/A
		10/27/00		3					8-K, SC 13D
		10/31/00		3					8-K, SC 13D/A
		11/3/00		1		2
		11/6/00		22
		11/7/00		1		19
Filed On / Filed As Of		11/8/00		2
		3/1/01		15
		4/17/01		14
		4/5/03		15
		4/5/05		15
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