Fogdog Inc – ‘425’ on 10/25/00 re: Gsi Commerce Inc

On:  Wednesday, 10/25/00, at 2:28pm ET   ·   Accession #:  1012870-0-5403   ·   File #:  0-16611

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Business-Combination Transaction Communication   —   Rule 425
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 425         Press Release Filed Pursuant to Rule 425               4     20K 

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                                                           Filed by Fogdog, Inc.
                           Pursuant to Rule 425 under the Securities Act of 1933
                                 and deemed filed pursuant to Rule 14a-12 of the
                                                 Securities Exchange Act of 1934

                                           Subject Company:  Global Sports, Inc.
                                                   Commission File No. 333-87819

FOR IMMEDIATE RELEASE                                                           

GLOBAL SPORTS, INC. TO ACQUIRE FOGDOG, INC.; TRANSACTION WOULD  
ADD APPROXIMATELY $42.5 MILLION IN CASH AND MARKETABLE SECURITIES   
TO GLOBAL SPORTS ON A PRO FORMA BASIS AS OF SEPTEMBER 30, 2000  

Global Sports to Issue Approximately 4.95 Million Shares in   
Exchange for All Currently Outstanding Shares of Fogdog 

KING OF PRUSSIA, PENNSYLVANIA and REDWOOD CITY, CALIFORNIA, October 24, 2000 -  
GLOBAL SPORTS, INC. (NASDAQ: GSPT), a leading developer and operator of e-      
commerce businesses, and FOGDOG, INC. (NASDAQ: FOGD), an online sporting goods  
store, announced today that Global Sports has entered into a definitive merger  
agreement to acquire all of the outstanding shares of Fogdog.                   

Under the terms of the merger agreement, upon consummation of the merger, Fogdog
stockholders will receive 0.135 of a share of Global Sports common stock for    
each share of Fogdog common stock. Global Sports expects to issue approximately 
4.95 million shares of common stock in exchange for all currently outstanding   
shares of Fogdog, which will represent approximately 15.6% of Global Sports'    
outstanding common stock following the merger. In addition, Global Sports will  
assume all of Fogdog's outstanding options. Based on the closing price of Global
Sports' common stock on October 23, 2000, the transaction is valued at          
approximately $38.4 million (excluding assumed options). The transaction, which 
will be accounted for as a purchase, is expected to close in the first quarter  
of 2001, subject to the satisfaction of certain customary closing conditions,   
including the approval of the stockholders of Fogdog and termination of the     
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.          

Transaction Expected to Positively Impact Global Sports' Already Strong Balance 
Sheet                                                                           

As of September 30, 2000, Fogdog reported a tangible net worth of approximately 
$45.4 million and cash and marketable securities of approximately $42.5 million.
Assuming completion                                                             

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of Global Sports' acquisition of Fogdog and closing of the $40.8 million        
investment by Interactive Technology Holdings, LLC (a joint venture between     
Comcast Corporation and QVC, Inc.) in Global Sports, which closed on October 5, 
2000, Global Sports had approximately $100 million in cash and marketable       
securities, on a pro forma basis, as of September 30, 2000.                     

GLOBAL SPORTS TO ENHANCE ITS E-COMMERCE PLATFORM DEVELOPMENT WITH THE ADDITION  
OF FOGDOG TECHNOLOGY CAPABILITIES                                               

Global Sports expects to integrate certain e-commerce applications developed by 
Fogdog into Global Sports' e-commerce platform.  Global Sports also expects to  
use Fogdog-owned hardware and infrastructure to expand Global Sports' existing  
infrastructure.  Global Sports believes that the combination of new e-commerce  
application enhancements and additional hardware and infrastructure, together   
with the opportunity to benefit from Fogdog's Silicon Valley-based technology   
team, will enhance Global Sports' ability to serve existing and future partners.

Fogdog to be Global Sports' 14th E-Commerce Sporting Goods Business             

It is anticipated that the Fogdog Web site (www.fogdog.com) and brand will be   
                      --------------
integrated into Global Sports' existing infrastructure and will represent Global
Sports' 14th e-commerce sporting goods business.  Following consummation of the 
merger, Global Sports expects to integrate the Fogdog.com Web site utilizing    
Global Sports' centralized infrastructure, including its common pool of sporting
goods inventory, proprietary product information database, fulfillment center in
Louisville, KY, and customer service call center in King of Prussia, PA.  A     
significantly reduced Fogdog operation will be maintained in Redwood City, CA.  

Following the consummation of the merger, Global Sports plans to maximize       
Fogdog's highly-recognized brand name, and its current base of 300,000          
customers, 600,000 name e-mail database, 48,000 member affiliate marketing      
program, and performance-based online marketing deals, while eliminating        
nonperformance-based marketing programs, including television advertising, event
promotions and sponsorships.                                                    

Commenting on the transaction, Global Sports Chairman and CEO Michael G. Rubin, 
said, "In addition to significantly enhancing Global Sports' already strong     
balance sheet upon the close of the transaction, this acquisition clearly       
solidifies our leadership position in sporting goods e-commerce.  Since 1994,   
Fogdog and its predecessor companies have been leaders in e-commerce Web site   
and software development, and we look forward to utilizing their technology to  
benefit our current and future partners.  I am pleased that a tremendous        
opportunity like this became available for Global Sports."                      

"This has been a turbulent market environment for pure-play B-to-C business     
models," stated Tim Harrington, CEO of Fogdog.  "I am very proud of the assets  
that our company has built, and I am excited to bring these strengths to Global 
Sports.  Furthermore, I look forward to joining the executive management team of
the company and working to build a great business."                             

Fogdog, Inc. also distributed a press release today announcing its earnings for 
the third quarter of 2000.                                                      

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About Global Sports                                                             

Global Sports, Inc. (NASDAQ: GSPT) (www.globalsports.com) is a leading developer
and operator of e-commerce businesses.  Global Sports develops and operates the 
e-commerce sporting goods businesses of specialty retailers, general            
merchandisers, Internet companies, and media companies under exclusive long-term
agreements.  The Company operates the e-commerce sporting goods businesses of   
www.bluelight.com -- the exclusive e-commerce partner for Kmart,                
-----------------                                                               
www.broadbandsports.com and www.athletesdirect.com, www.buy.com,                
-----------------------     ----------------------  -----------                 
www.dunhamssports.com,  store.foxsports.com, www.mcsports.com, www.oshmans.com, 
---------------------   -------------------  ----------------                   
www.qvc.com, www.sportchalet.com, www.sportsrus.com, www.theathletesfoot.com,   
-----------  -------------------  -----------------  -----------------------    
www.thesportsauthority.com, and store.webmd.com.                                
--------------------------      ---------------                                 

About Fogdog                                                                    

Fogdog, Inc. (NASDAQ: FOGD) (www.fogdog.com) is an online sporting goods        
retailer that provides a superior shopping experience by offering an extensive  
product selection, robust product information and convenient and personalized   
shopping. Fogdog offers a broad selection of sporting goods, with up to 80,000  
distinct stock keeping units representing more than 850 brands in all major     
sports categories. Fogdog provides information and analysis authored by experts,
helpful shopping services and innovative merchandising. Online shoppers at      
Fogdog Sports enter a specialty store environment where they can shop by brand, 
product category or keyword search and select from top brands. Fortune Magazine 
has twice named Fogdog among the top ten shopping sites on the Web, and         
Gomez.com has ranked Fogdog as the top sporting goods store on the Web four     
times.                                                                          

Forward-Looking Statements                                                      

This news release contains forward-looking statements that involve risks and    
uncertainties that could cause actual results or outcomes to differ materially  
from those contemplated by the forward-looking statements.  Factors that could  
cause or contribute to such differences include, but are not limited to, risks  
relating to the consummation of the contemplated merger, including the risk that
required regulatory clearances or stockholder approval might not be obtained in 
a timely manner or at all.  In addition, statements in this press release       
relating to the timing and successful completion of technology and product      
development efforts, integration of the technologies and businesses of Global   
Sports and Fogdog, unanticipated expenditures, changing relationships with      
customers, suppliers and strategic partners and other factors described in the  
most recent Form 10-Q, most recent Form 10-K and other periodic reports filed by
Global Sports and Fogdog with the Securities and Exchange Commission.           

Additional Information and Where to Find It                                     

        Global Sports plans to file a Registration Statement on SEC Form S-4
in connection with the merger, and Fogdog expects to mail a Proxy               
Statement/Prospectus to stockholders of Fogdog containing information about the 
merger.  Investors and security holders of Fogdog are urged to read the         
Registration Statement and Proxy Statement/Prospectus carefully                 

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when they are available. The Registration Statement and the Proxy Statement/    
Prospectus will contain important information about Global Sports, Fogdog, the  
merger and related matters. Investors and security holders will be able to      
obtain free copies of these documents through the Web site maintained by the    
U.S. Securities and Exchange Commission at http://www.sec.gov. Free copies of   
                        ------------------
the Proxy Statement/Prospectus and these other documents may also obtained from 
Fogdog by directing a request through the Investor Relations portion of Fogdog's
Web site at http://www.fogdog.com or by mail to Fogdog at Fogdog, Inc.,         
---------------------                                   
Attention: Investor Relations Department, 500 Broadway, Redwood City, CA 94063. 

In addition to the Registration Statement and the Proxy Statement/Prospectus,   
Global Sports and Fogdog file annual, quarterly and special reports, proxy      
statements and other information with the Securities and Exchange Commission.   
You may read and copy any reports, statements or other information filed by     
Global Sports and Fogdog at the SEC public reference rooms at 450 Fifth Street, 
N.W., Washington, D.C. 20549 or at any of the SEC's other public reference rooms
in New York, New York and Chicago, Illinois.  Please call the SEC at 1-800-SEC- 
0330 for further information on the public reference rooms.  Global Sports' and 
Fogdog's filings with the SEC are also available to the public from commercial  
document-retrieval services and at the Web site maintained by the SEC at        
http://www.sec.gov.                                                             
------------------                                                              

Interests of Certain Persons in the Merger                                      

The directors and executive officers of Global Sports and Fogdog have interests 
in the merger, some of which may differ from, or may be in addition to, those of
Fogdog's stockholders generally.  A description of the interests that Global    
Sports' and Fogdog's directors and executive officers have in the merger will be
available in the Proxy Statement/Prospectus.                                    

Solicitation of Proxies                                                         

Fogdog, its directors, executive officers and certain other members of Fogdog's 
management and employees may be soliciting proxies from Fogdog's stockholders in
favor of the merger.  The directors and officers of Global Sports may be deemed 
to be participants in Fogdog's solicitation of proxies.  Information concerning 
the participants will be set forth in the Proxy Statement/Prospectus when its   
filed with the Securities and Exchange Commission.                              

For more information contact:                                                   

Mr. Pat McGovern, Esq.              Mr. Arthur Miller, Esq.                     
General Counsel                     General Counsel                             
Fogdog, Inc.                        Global Sports, Inc.                         
(650) 980-2546                      (610) 491-7005                              
pat@fogdog.com                      millera@globalsports.com                    

4 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘425’ Filing		Date		First		Last			Other Filings
Filed on:		10/25/00							425
		10/24/00		1					8-K,  SC 13D/A
		10/23/00		1
		10/5/00		2
		9/30/00		1		2			10-Q
									List all Filings