IGN Entertainment, Inc.
(Exact name of Registrant as specified in its charter)

IGN Entertainment, Inc.
8000 Marina Boulevard, Fourth Floor
Brisbane, California 94005
(415) 508-2000
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

Mark A. Jung
President and Chief Executive Officer
IGN Entertainment, Inc.
8000 Marina Boulevard, Fourth Floor
Brisbane, California 94005
(415) 508-2000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Gordon K. Davidson, Esq.
Laird H. Simons III, Esq.
Robert B. Dellenbach, Esq.
William L. Hughes, Esq.
Michael J. Hopp, Esq.
FENWICK & WEST LLP
275 Battery Street, 16th Floor
San Francisco, California 94111
(415) 875-2300

Jeffrey D. Saper, Esq.
Matthew W. Sonsini, Esq.
Paul B. Shinn, Esq.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.

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, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. o

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

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 which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

This is the initial public offering of IGN Entertainment, Inc. We are offering shares of our common stock. We anticipate that the initial public offering price will be between $ and $ per share. We have applied to list our common stock on the Nasdaq National Market under the symbol "IGNT."

Investing in our common stock involves risk. See "Risk Factors" beginning on page 11.

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.

We have granted the underwriters the right to purchase up to additional shares of common stock at the same price to cover over-allotments.

		Page
Prospectus Summary		1
Risk Factors		11
Special Note Regarding Forward-Looking Statements		36
Use of Proceeds		37
Dividend Policy		38
Capitalization		39
Dilution		41
Selected Consolidated Financial Data		43
Management's Discussion and Analysis of Financial Condition and Results of Operations		46
Business		74
Management		90
Certain Relationships and Related Transactions		104
Principal Stockholders		110
Description of Capital Stock		112
Shares Eligible for Future Sale		116
Underwriting		119
Legal Matters		122
Experts		122
Changes of Accountants		122
Where You Can Find More Information		123
Index to Financial Statements		F-1

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide information different from that contained in this prospectus. We are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where these offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock.

This summary only highlights selected information contained in greater detail elsewhere in this prospectus. This summary may not contain all of the information that you should consider before investing in our common stock. You should carefully read the entire prospectus, including "Risk Factors" and the consolidated financial statements, before making an investment decision.

We are the leading community-based Internet media and services company for video gaming. We own and operate an extensive network of branded web sites that provide content and services to consumers, advertisers, and publishers and developers of video games and other forms of digital entertainment. Our major video game-related web sites include IGN.com, GameSpy, TeamXbox, FilePlanet, 3D Gamers, Direct2Drive, GameStats.com and a number of owned and affiliated web sites within our Vault and Planet networks. We also own and operate two entertainment web sites focused on movie-related content, IGN FilmForce and Rotten Tomatoes, and a male lifestyle web site, AskMen.com.

Our video game-related web sites attract one of the largest concentrated audiences of young males on the Internet. In April 2005, our network of owned and affiliated video game-related web sites attracted 18.6 million unique visitors worldwide, our movie-related web sites attracted an additional 4.3 million unique visitors, and our male lifestyle web site, AskMen.com, which we acquired in May 2005, attracted an additional 3.5 million unique visitors, according to comScore Media Metrix. Unique visitors are defined by comScore Media Metrix as the estimated number of different individuals who visited any content of a web site during the reporting period. Our network of video game-related web sites has consistently had one of the highest audience compositions of unique male visitors aged 18 to 24 and 18 to 34 of all Internet networks according to the Fall 2004, Winter 2005, Spring 2005 and Summer 2005 releases of Nielsen//NetRatings' @Plan reports. Our users are active participants in our online communities. For example, according to our records, during April 2005, our users published approximately 4.4 million new message board postings and downloaded approximately 8.0 million digital entertainment software files. In addition, according to comScore Media Metrix, our users collectively viewed an aggregate of 559 million web pages on our video game-related web sites during April 2005.

The combination of the size, composition and activity level of our audience is a core asset of our business. Our community of users is highly attractive to advertisers of video games and entertainment and other consumer products and services, as young males tend to be heavy consumers of entertainment and a wide variety of consumer products and services. Our network of web sites provides an effective channel for advertisers and content providers to target, digitally distribute content to and sell to this influential demographic segment, whose consumption of media, according to multiple published research reports, is shifting away from television and print to the Internet and video games. To date, advertising sales have represented a substantial majority of our total revenue. Our largest advertising customers in 2004 were Activision, Atari, Blockbuster, Electronic Arts, Fox Entertainment Group, Microsoft,

Midway Games, Office of National Drug Control Policy, Sony Computer Entertainment America and Ubisoft. We also provide paid premium content and service subscriptions to over 250,000 of our active users. We further serve our audience through our online retail store, Direct2Drive, through which we digitally distribute, sometimes exclusively, a growing array of PC video games.

Our business model allows video game publishers and developers, our users and our editorial staff to create and share content in order to enhance the video game evaluation and game play experience. Content provided by video game publishers and our editorial staff includes video game previews, reviews, trailers, screenshots, demos, file downloads, beta trial and full digital versions of video games, news, cheat codes and strategy guides. We complement this content by providing our users with tools to encourage and facilitate the organization, management and creation of user-generated content for our web sites. Our deep and diverse content helps attract users to our web sites, who in turn contribute more content that attracts additional users.

We also help video game publishers and developers to maximize the value of a video game title throughout its lifecycle, offering promotional and marketing services and market data regarding anonymous consumer behavior and preferences. We have established cooperative relationships with many leading video game publishers and developers through which we gain access to high-quality content for our web sites. In addition, we offer technology and services to these publishers and developers that enable multi-player online video game play, in-game advertising and content management, and enhanced product development and promotion, which allows us to begin collaboration with them early in the development process. For example, our software is integrated into approximately 150 PC and Sony PlayStation 2 multi-player online video game titles released during the past two years.

The Internet is a global medium for communication, content and commerce that enables a level of interactivity and user targeting that is generally unavailable through traditional media. Media consumption is shifting away from traditional channels to the Internet and video games, as the proliferation of high-speed, broadband Internet access is driving demand for data-intensive, rich media content such as video games, filmed entertainment and music. This trend is especially true for young males, who account for a disproportionately large share of Internet usage and online entertainment consumption. The continuing migration of these audiences online at the expense of traditional media has contributed to a shift in advertising spending to the Internet.

The Internet is having an impact on the video game industry, one of the largest and fastest-growing segments of the media and entertainment sector. Video game publishers and developers are increasingly using the Internet as a cost-effective way to reach a broad universe of video game enthusiasts, to digitally distribute authorized content and to enhance their products. Video game enthusiasts are using the Internet as a convenient means of finding and sharing information about video game content among a large group of individuals with similar interests, purchasing and downloading video games and playing against others from remote locations.

We own and operate an extensive network of branded web sites. Our network reaches a large, concentrated audience of young males and serves as a credible, independent source for a broad range of content and services for consumers, developers, publishers and advertisers

of video games and other digital entertainment content and services. Key elements of our solution include:

Large, Concentrated Audience of Young Males. The large, concentrated audience of young males on our video game-related, entertainment and male lifestyle web sites is highly attractive to video game publishers and other advertisers that want to target this demographic segment. We believe that the size and concentration of our audience represents a significant competitive advantage because it is difficult to replicate.

Active User Community. Our users are active participants in our online communities, viewing hundreds of millions of our web pages and consuming and creating millions of pieces of digital content on our web sites each month. Having an active user community helps us generate relevant and compelling content in a cost efficient manner, creates opportunities for us to sell premium content and service offerings to users, and enhances our positioning as a credible, publisher-independent source for digital entertainment, content and services.

Most Comprehensive Collection of High-Quality Video Game Content. We believe that we create and aggregate the broadest and deepest collection of high-quality, timely and publisher-independent content for video game enthusiasts. The content on our web sites includes custom content generated by our in-house editorial staff and freelance writers, content generated by users, and third-party content from leading video game developers and publishers and other media and entertainment companies.

Compelling Service Offerings for Advertisers and Video Game Publishers and Developers. We offer a variety of services for advertisers and video game publishers and developers, including marketing, public relations and promotional services, digital retail, in-game advertising and content management, proprietary tools that enable online video game play, customized development services, market research, web publishing, beta trials and hosting. Our services for advertisers and video game publishers and developers help each of them gain valuable insights into the interests, preferences and behavioral patterns of young males and other video game enthusiasts. In addition, through our online digital retail store, we offer video game publishers a cost-effective digital distribution platform to sell both their new and catalog PC video games.

A Leader in Online Video Game Content Distribution and Paid Subscriptions. We distribute a wide variety of authorized video games and other digital content over the Internet to our users on free, paid subscription and pay-per-download bases. We believe that the trusted relationship we have developed with our users by providing these services is a significant competitive advantage as digital entertainment distribution and consumption continues to shift online.

Ability to Maximize the Lifetime Value of a Video Game Title. We believe our ability to serve consumers and publishers throughout the lifecycle of a video game title is unique in the industry. We provide product previews, demos, pilots, trailers and beta trial versions during the development phase of a game and, in select cases, full digital distribution of the final game. During the early game play phase following a product launch, we offer product news, cheat codes, strategy guides and message boards. During the extended life of a game, we provide game facts, statistics, game patches and modifications, and we enable multi-player matching, multi-player gaming, tournaments and competitions. Throughout this product lifecycle, we offer publishers and developers multiple opportunities to create additional value through public relations, marketing and promotional services, in-game advertising and content management, and valuable market research and insights into consumer behavior and preferences on an anonymous basis.

Our goal is to extend our leadership in Internet media and services for video game enthusiasts and, ultimately, to become the leading Internet media and services company for digital entertainment. Key elements of our strategy include:

From our inception in January 1997 through January 5, 1999, we operated as a division of Imagine Media, Inc., a California corporation. We were incorporated in Delaware as an independent company on January 6, 1999 as Affiliation, Inc. and changed our name to Affiliation Networks, Inc. in February 1999. We then changed our name to Snowball.com, Inc. in September 1999. Leading up to and after an initial public offering in March 2000, we operated our IGN.com network and several other online networks, each of which targeted different user demographics. During 2001, we began to focus on our IGN.com network, and by early 2002 we had sold or ceased operating our other networks. In May 2002, we changed our name to IGN Entertainment, Inc. to reflect this change in focus. In August 2003, we were acquired in a going-private transaction by an investor group led by Great Hill Partners, LLC and members of our board of directors and management team. As a result of the going-private transaction, our public company reporting obligations ceased and our common stock was no longer traded on the Nasdaq SmallCap Market effective August 28, 2003.

In March 2004, we acquired GameSpy Industries, Inc., a leading online entertainment and technology company serving video game enthusiasts and video game developers. In July 2004, we acquired Rotten Tomatoes, a destination site for movie and DVD enthusiasts. In May 2005, we acquired AskMen.com Canada Solutions Inc., a leading male lifestyle web site.

As a result of our restructurings and recent acquisitions, we have a short operating history under a relatively new and unproven business model, which might make it difficult for you to evaluate our future prospects and which increases the risk of your investment. In addition, we have experienced losses every year, including a net loss attributable to holders of common stock of $18.9 million in 2004 and $3.4 million in the three months ended March 31, 2005. As of March 31, 2005, we had an accumulated deficit of $23.3 million.

Our principal executive offices are located at 8000 Marina Boulevard, Fourth Floor, Brisbane, California 94005, and our telephone number is (415) 508-2000. Our corporate web site is "corp.ign.com." The information on our various web sites is not part of this prospectus.

The number of shares of common stock to be outstanding after this offering is based on 21,950,028 shares of common stock, which includes 20,824,068 shares outstanding as of March 31, 2005 and 1,125,960 shares to be issued in connection with the redemption of all outstanding shares of our Series B redeemable preferred stock concurrently with the closing of this offering, and does not include:

Unless otherwise indicated, the information in this prospectus assumes no exercise of the underwriters' over-allotment option and has been adjusted to reflect:

In addition, all stock prices and amounts contained in this prospectus reflect retrospectively the 20-for-1 forward stock split of our common stock in April 2004.

In this prospectus, unless the context requires otherwise, "IGN," "IGN Entertainment," "we," "us," "our" and "our company" refer to IGN Entertainment, Inc., a Delaware corporation, and its subsidiaries and respective predecessor entities for the applicable periods, considered as a single enterprise. Fileplanet®, IGN.com®, GameSpy® and Rotten Tomatoes® are registered trademarks of IGN Entertainment, Inc., and IGN, GamerMetrics, D2D, Direct2Drive, TeamXbox, GameStats.com, 3D Gamers, AskMen.com, IGN FilmForce, the IGN logo, the GameSpy logo and the AskMen.com logo are trademarks of IGN Entertainment, Inc. This prospectus also contains trade names, trademarks and service marks of other companies.

The following summary consolidated financial data should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Selected Consolidated Financial Data" and our consolidated financial statements and related notes included elsewhere in this prospectus. In August 2003, we entered into a going-private transaction as a result of which our public reporting obligations ceased and our common stock was no longer traded on the Nasdaq SmallCap Market effective August 28, 2003. Our consolidated financial statements through August 31, 2003 are the financial statements of the public company prior to the going-private transaction and are identified elsewhere in this prospectus by the title "Predecessor Company." Our consolidated financial statements as a private company after August 31, 2003 are identified elsewhere in this prospectus as those of the "Successor Company." For ease of presentation in the table below, we have combined the summary consolidated financial data of the Predecessor Company for the eight months ended August 31, 2003 and the summary consolidated financial data of the Successor Company for the four months ended December 31, 2003. Our combined results of operations for 2003 include restated financial statements for the four months ended December 31, 2003. The summary consolidated financial data set forth below are not necessarily indicative of future results of operations. Our combined results of operations for 2003 are presented for convenience of annual comparison and are not meant to be a presentation in accordance with accounting principles generally accepted in the United States.

Reconciliation of Net Loss Before Accretion of Preferred Stock to EBITDA and Reconciliation of EBITDA to Adjusted EBITDA

We define EBITDA as net loss before accretion of preferred stock plus interest expense, provision for income taxes, depreciation and amortization and amortization of intangible assets and stock-based compensation. We define Adjusted EBITDA as EBITDA plus restructuring and asset impairment charges, write-off of IPO preparation costs, gain on sale of assets and expenses related to going-private transaction. Neither EBITDA nor Adjusted EBITDA is a measure of liquidity calculated in accordance with accounting principles generally accepted in the United States, and should be viewed as a supplement to — not a substitute for — our results of operations presented on the basis of accounting principles generally accepted in the United States. Neither EBITDA nor Adjusted EBITDA purports to represent cash flow provided by, or used in, operating activities as defined by accounting principles generally accepted in the United States. Our statement of cash flows presents our cash flow activity in accordance with accounting principles generally accepted in the United States. Furthermore, neither EBITDA nor Adjusted EBITDA is necessarily comparable to similarly-titled measures reported by other companies.

We believe EBITDA and Adjusted EBITDA are useful to investors and other users of our financial statements in evaluating our operating performance because these financial measures provide them with additional tools to compare business performance across companies and across periods. We believe that EBITDA is widely used by investors to measure a company's operating performance without regard to items such as interest expense, income taxes, depreciation and amortization, which can vary substantially from company to company. We believe that Adjusted EBITDA provides useful information to investors regarding underlying trends in our financial condition and results of operations.

Reconciliations of net loss before accretion of preferred stock, the most directly comparable GAAP measure, to EBITDA, and EBITDA to Adjusted EBITDA for each of the fiscal periods indicated are as follows:

The following unaudited combined and pro forma combined statement of operations data should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Selected Consolidated Financial Data" and our consolidated financial statements and related notes included elsewhere in this prospectus. On March 3, 2004, we acquired GameSpy and from the date of acquisition through March 31, 2005, our results of operations include the financial performance of both entities. As a result of this acquisition, our revenue and expenses increased significantly and, accordingly, comparing our performance before and after the acquisition is difficult without additional information to facilitate such period comparisons. The following table presents unaudited combined statement of operations data for the year ended December 31, 2003, which combines the results of IGN and GameSpy without making any pro forma adjustments, and unaudited pro forma combined statement of operations data for the year ended December 31, 2004 and the three month period ended March 31, 2004, as if the acquisition had occurred on January 1, 2004. Data for the three month period ended March 31, 2005 is presented on an actual historical basis and are derived from our financial statements presented elsewhere in this prospectus. We believe the combined and pro forma data set forth below is useful to investors and other users of our financial statements in evaluating our operating performance, because it provides them with an additional tool to compare the performance of the two companies on a combined and standalone basis. The combined and pro forma data set forth below is not meant to be a presentation in accordance with accounting principles generally accepted in the United States.

An investment in our common stock involves a high degree of risk. Accordingly, you should consider carefully the following risks and all other information contained in this prospectus before purchasing our common stock. If any of the following risks occurs, our business, prospects, reputation, results of operations and financial condition could be harmed. In that case, the trading price of our common stock would likely decline and you could lose part or all of your investment.

We have only a short operating history under a relatively new and unproven business model. This may make it difficult for you to evaluate our future prospects and increases the risk of your investment.

We began restructuring our business and implementing a new and unproven business model in late 2001. By early 2002, we had sold or ceased operating all of our web sites except those within our IGN network. Since that time, we have focused our content and service offerings almost exclusively on the digital entertainment market, with a particular emphasis on content and services related to video games. Through the acquisitions of GameSpy in March 2004, Rotten Tomatoes in July 2004, 3D Gamers in February 2005 and AskMen.com in May 2005, we have taken on business areas new to us such as video game publisher services, online commerce with digital delivery and online content related to filmed entertainment and male lifestyle. We have only a short operating history under our current business model and limited experience with video game publisher services, online commerce, the filmed entertainment industry and male lifestyle. Therefore, it might be difficult for you to evaluate our future prospects and the merits of investing in our common stock. You must consider our business and prospects in light of the risks and difficulties that we will encounter as we continue to develop our business model. We may not be able to address these risks and difficulties successfully, which would materially harm our business and operating results and thus cause the market price of our common stock to decline.

We have a history of losses, and, even with the proceeds from this offering, we may not have sufficient cash to achieve profitability.

Since inception, we have experienced losses every year. In 2004, we had a net loss attributable to holders of common stock of $18.9 million, and in the three months ended March 31, 2005, we had a net loss attributable to holders of common stock of $3.4 million. At March 31, 2005, we had an accumulated deficit of $23.3 million. The reports of our former independent auditors on our consolidated financial statements as of and for the years ended December 31, 2001 and 2002 and as of and for the four months ended December 31, 2003 contained an explanatory paragraph describing conditions that raised substantial doubt about our ability to continue as a going concern. We will use a large portion of the proceeds from this offering to pay a mandatory distribution on our outstanding shares of Series B redeemable preferred stock and to redeem our outstanding preferred stock and our outstanding senior secured and senior subordinated notes. As a result, only approximately $ million of the proceeds of this offering will be available to us for working capital and general corporate purposes. Even with the proceeds of this offering, our cash reserves and any cash flows from operations might not be sufficient to fund our operations beyond the next 12 months. We may be unable to raise additional financing or establish additional borrowing sources to meet our anticipated and unanticipated working capital requirements. If adequate funds are not available to satisfy either short- or long-term capital requirements, we might be required to limit our operations significantly or to delay or abandon some of our

planned future expenditures, any of which actions could harm our business. We have experienced inadequate cash in the past and, as a result, sold or ceased operating all of our web sites that were not related to video games. Our future capital requirements will depend upon many factors, including:

If we fail to continue to make necessary improvements to address material weaknesses in our financial controls identified by our auditors, or the steps we have already taken to do so are not effective, we may not be able to report our financial results accurately and timely or prevent fraud and our auditors may issue another material weakness letter, either of which could harm your investment in our common stock.

Our reporting obligations as a public company will place a significant strain on our management, operational and financial resources and systems for the foreseeable future. When our auditors reaudited prior periods and audited our financial statements as of and for the fiscal year ended December 31, 2004, in their report to our audit committee, they identified the following material weaknesses as of December 31, 2004:

These material weaknesses resulted in a variety of adjustments leading to restatements during the course of our reaudits and a number of audit adjustments to our 2004 consolidated financial statements that were identified during the course of the audit.

Our management has taken steps to remedy these deficiencies through the hiring of a Chief Financial Officer, Vice President of Finance, Director of Revenue and Director of Finance. In addition, we have initiated the implementation of an enterprise resource planning, or ERP, system, including an internal accounting system and initiated additional controls through the use of a third-party advertising impressions counter. However, we need to hire additional finance and accounting personnel, and we may experience problems with implementing our new ERP system and associated accounting software that could impact our ability to report our financial results accurately and in a timely manner and our ability to prevent fraud. If we fail to further increase and maintain the staff for our accounting and finance functions and to

improve and maintain internal controls adequate to meet the demands that will be placed upon us as a public company, including the requirements of the Sarbanes-Oxley Act of 2002, we may be unable to report our financial results accurately and in a timely manner and prevent fraud. If we cannot do so, our business and stock price will suffer.

Even if we are able to report our financial statements accurately and timely, if we do not make all the necessary improvements to address the material weaknesses, our auditors may issue another material weakness letter in connection with their audit of our 2005 financial results, which could cause our stock price to decline.

Our future success depends on our ability to increase and sustain advertising revenue.

Our success depends in large part on our ability to increase and sustain our advertising revenue. In 2004 and the three months ended March 31, 2005, approximately three-quarters of our total revenue was derived from paid advertisements on our web sites. Our ability to maintain current levels of advertising revenue and to increase and sustain new levels of advertising revenue depends upon:

Advertisers have a variety of media in which they can elect to advertise and thus are in a position to dictate many of the terms of their orders. Accordingly, we are exposed to a great deal of competitive pressure. Our advertising customers will not continue to do business with us if their investment in advertising with us does not generate sales leads and customers for them. Advertisers seek to advertise on our web sites to target a certain demographic segment. The methods of counting users and discerning their demographic traits are inherently unreliable. If the actual number of our users is undercounted, our advertising revenue may decline. Our advertising agreements typically provide for delivery of a minimum number of impressions. If we fail to perform in accordance with these terms, we typically must provide free advertising to the customer until the minimum level is met. Accordingly, our inability to

attract sufficient users would cause us to lose revenue and/or incur additional costs under these agreements. Finally, a small number of advertising customers represents a significant percentage of our advertising revenue. For example, advertising revenue from our ten largest advertising customers accounted for approximately 40% of our total advertising revenue in 2004 and 44% of our total advertising revenue in the three months ended March 31, 2005. The loss of one or more of these customers could have a material adverse effect on our advertising revenue.

If we are unable to provide the advertising space required by our advertising customers, we would lose revenue.

Our ability to generate revenue from our limited number of web content pages is affected by the preferences of our advertising customers and, particularly in the case of video game publishers, their product development schedules. Some of our advertising customers will not allow us to place their advertisements next to other advertisements or will run their campaigns only on certain dates and on specific locations on our web sites. We are not always successful at accommodating these orders, particularly if two or more customers want to place an advertisement in the same location at the same time. Because we can command a high price for some of these kinds of orders, our inability to fulfill competing orders might cause us to lose a potentially large amount of revenue, particularly if the customer that we cannot accommodate chooses not to advertise with us at all. We also occasionally guarantee the availability of advertising space in connection with promotion arrangements and content agreements. As a result, from time to time, we may be obligated to forego potential advertising revenue from other advertisers. For example, we customarily reserve web page inventory for video game publishers seeking to advertise new video game titles on our web sites. It is not uncommon for these campaigns to be delayed as a result of development schedule slippage or shifts in a title's release date. These delays create logistical challenges for us. We may not always be able to substitute another advertisement in place of the advertisement that has been delayed. In this event, we would lose potential advertising revenue and our business would suffer.

If we are unable to increase and sustain subscription revenue, we will not be able to grow as we anticipate and our future success may be impaired.

Our use of a subscription model is relatively recent and continues to evolve. Under our subscription programs, we offer premium content and services to our users for subscription fees. Some of our competitors offer users content and services similar to ours at no charge. If our users are unwilling to pay for content and services or if competing subscription programs better meet their needs, our web site traffic and subscription revenue would decline. In addition, we may not be able to maintain or grow our revenue from users if we cannot create new products and services for which they would be willing to pay us on a recurring basis. Furthermore, even if users initially subscribe with us, we cannot assure you that they will continue their subscriptions for our services. The majority of our subscribers purchase annual subscriptions, but a significant number purchase only quarterly or monthly subscriptions. A significant percentage of our monthly subscribers remain with us for less than one year. Our subscription renewal rates are more likely to decline following unusually high subscription increases, which we sometimes experience following the release of exclusive premium content to subscribers on our network of web sites. If our subscription program is not accepted by current and new subscribers, our subscription revenue would decline. In addition, our web site traffic would likely decline, which could result in a decrease in our advertising revenue.

We must carefully manage the mix of free and paid content that we provide in order to sustain or increase our revenue.

We are able to provide only a finite amount of content to our users. We typically offer premium content to subscribers without or with only limited advertising. Since our advertising revenue depends in part on the number of advertising impressions that we can deliver for our advertising customers, we must provide a large amount of free content in order to deliver sufficient advertising impressions for our advertising customers. If we produce too little free content or increase the proportion of premium content to free content by too much, traffic activity among our users who are not subscribers could decline significantly, both because these users would have fewer pages to browse and because they might abandon our web sites in order to find free content elsewhere. Any corresponding increase in traffic activity from the small number of our users who are paying subscribers would likely not be enough to offset such a decline. Conversely, if we produce too little premium content, our subscription revenue would decline. Accordingly, we must carefully balance the proportions of free and premium content in order to sustain and increase our total revenue. The right balance is difficult to determine and maintain, and if we are not successful in balancing our mix of free and premium content, our revenue could decline and our business would suffer.

Users may not continue to accept our content and services, which could cause our revenue to decline.

Our future success depends upon our ability to deliver original and compelling content and services that attract and retain users. It also depends on our ability to maintain a community of active users who themselves generate substantial content that is attractive to other users. To succeed, our web sites must afford users the opportunity to learn from, contribute to and collaborate with a community of users with similar interests. If we fail to serve our community of users, the vibrancy of our community would be impaired and we would lose an important source of content for our web sites. Our ability to deliver compelling content and services is subject to numerous uncertainties, including our ability to:

We cannot assure you that we will develop new content or services relating to the video game industry, or to other digital entertainment sectors that we may choose to pursue, in a timely or cost-effective manner, that the content and services which we develop will be attractive to our users or that our users will continue to contribute content to our web sites.

Our revenue is greatly affected by developments in the general video game industry.

Our web site traffic and revenue are directly related to events in, and to the success of, the video game industry, particularly the hardware platform and software segments. For instance, when new video game hardware platforms and/or software titles are released, our web site traffic and our advertising and subscription revenue tend to increase as companies desire to promote their new products to our community of users and as our community wishes to gain access to information about these new products. Conversely, as new hardware platforms or games are anticipated, interest in existing platforms and games may decline in advance of anticipated new platforms and game releases as may the advertising expenditures related to them. We are currently in a period when existing platforms are reaching the ends of their lifecycles and new platform releases are anticipated. These new platform releases might not result in increased activity on, or advertising spending across, our network of web sites. In addition, current trends like the consolidation of video game publishers and the production of fewer games could adversely affect us. Accordingly, a downturn in the video game industry, particularly the platform and software segments, or a shift in consumer interest away from these products, would decrease our web site traffic, advertising demand, subscription revenue and software licensing revenue. Any such decrease would harm our business.

Our core user demographic segment, competitive positioning and experience relating to video games may not transfer to other sectors of the digital entertainment industry.

Most of our current web site content and substantially all of our revenue in the past several years have been related to video games. In July 2004, we expanded our then limited filmed entertainment offerings through the acquisition of Rotten Tomatoes, and in May 2005, we expanded our then limited male lifestyle content through the acquisition of AskMen.com. We intend to expand into other sectors of digital entertainment in the future. Filmed entertainment and other sectors of the digital entertainment industry appeal to differing and broader demographic segments with which we have only limited familiarity. We may not be successful in transferring the experience, competitive positioning and expertise that we have developed in the video game sector to new sectors of the digital entertainment industry. The expansion of our operations into new sectors of the digital entertainment industry will require significant business development, operations, marketing and editorial resources, which could strain our existing management, financial and operational resources. For example, it may not be possible to rely as much on free user-generated content in these new sectors, which would cause our expenses to increase and our profit margins to decline. In addition, these new sectors may have different market dynamics and audience demographics and consumption patterns, which could make our business model less effective. The lack of market acceptance of efforts in new sectors or our inability to generate revenue from expanded services or products sufficient to offset their increased cost could harm our operating results. In addition, we could lose focus on our core video game business, dilute our brands, reduce the concentration of our audience and otherwise harm our existing primary business.

The market for digital delivery of entertainment products is still evolving and unproven, and consumers and the entertainment industry may ultimately fail to accept this method of distribution.

Our success will depend in part on the continued growth in consumer acceptance of digital delivery as a method of purchasing and consuming entertainment products such as video games. Digital delivery is a relatively new method of distributing entertainment products to consumers, and the failure of digital delivery to gain widespread market

acceptance would have an adverse effect on our business. Factors that will influence the market acceptance of digital delivery include:

Even if digital delivery of entertainment products achieves widespread acceptance, we may be unable to overcome the substantial existing and future technical challenges associated with the digital delivery of entertainment products reliably and consistently on a long-term basis. Our failure to do so would have an adverse effect on our business.

Our digital distribution services depend upon effective digital rights management solutions.

Our present and anticipated digital distribution services for entertainment products depend upon effective digital rights management solutions that manage access to digital entertainment products. These solutions are necessary to address concerns of the entertainment industry regarding online piracy. We currently license, and will need to continue to license, digital rights management solutions to support the sale of third-party entertainment content through our digital distribution service. We cannot be certain that we can license or acquire, on reasonable terms or at all, solutions that will meet the needs of both the industry and consumers. Consumers may be reluctant to accept the use of digital rights management technologies that limit their use of, and access to, entertainment content, especially with large amounts of free content readily available on the Internet. If digital rights management solutions are not effective, or are perceived as not effective, the entertainment industry may not be willing to release its content for digital distribution, which would have an adverse effect on our business.

Digital rights management technologies are frequently the subject of hostile attack by third parties seeking to obtain content illegally. If the digital rights management technologies we choose are compromised or otherwise malfunction, we could be subject to lawsuits seeking compensation for any harm caused. Also, our business could be adversely affected if digital entertainment publishers lose confidence in our ability to protect their content or if we have to repackage the digital entertainment products on our web sites with different digital rights management technologies.

The markets in which we operate are highly competitive, and some of our competitors may be more successful in attracting and retaining customers.

The market for Internet advertising, content and services is intensely competitive and rapidly evolving. We expect that competition will continue to increase. It is not difficult to enter this market, and current and new competitors, including companies in traditional media, can launch Internet sites rapidly. We compete for advertisers, users, subscribers and business partners with numerous companies offering information and content, including CNET

Networks (GameSpot Network), Electronic Arts, Gorilla Nation Media, Microsoft, RealNetworks, Time Warner (AOL), UGO Networks and Yahoo!Games. In addition to these competitors, we face or will likely face in the future competition for advertising customers, users and business partners from the following companies, some of which are currently our customers:

Many of our current and potential competitors have greater web site traffic, longer operating histories, significantly greater financial, technical, editorial, marketing, sales and other resources, greater name recognition and larger existing user and advertising customer bases than we do. These competitors are able to undertake more extensive marketing campaigns for their brands and services, adopt more aggressive advertising pricing policies, offer content and services similar to ours at a lesser or no charge to users, and make more attractive offers to potential employees, distribution partners, commerce companies, advertising customers and third-party content providers. Some of these competitors are also our customers. Many of our current and target advertising customers and strategic partners have established collaborative relationships with certain of our competitors or potential competitors and other frequently visited web sites or own or have interests in certain of our competitors, which creates a competitive disadvantage and makes us susceptible to significant pricing pressures. Further, these competitors may develop communities that are larger or more desirable than ours or that achieve greater market acceptance than ours. Our competitors may also combine with or be purchased by advertising customers to achieve market dominance.

We must continue to attract and retain users and advertising customers to compete successfully for advertising and subscription revenue. We cannot assure you that we will compete successfully with current or future competitors in sustaining or growing our web site traffic levels and subscriber levels, retaining our advertising customers or increasing the number of, or the revenue from, advertising customers. Moreover, increased competition could result in price reductions, particularly in advertising rates, and reduced margins, which could have a material adverse effect on our future revenue and net income. If we fail to attract and retain more users and advertising customers and to maintain our strategic relationships, our market share, brand acceptance and revenue would decline, which would have a material adverse effect on our business, financial condition and results of operations.

We rely heavily on content received from third parties, such as users, freelance writers, video game publishers and video game console manufacturers. These parties may take actions that impair our ability to aggregate and distribute content or that limit the market for our products and services.

Our business model is dependent upon the continual production of large quantities of new and relevant content. We receive a substantial amount of our content from our user community and from freelance writers. If our user community were to reduce the amount of content it provides us, this would have a negative impact on our audience size, cost structure and revenue. If our freelance writers were to reduce the amount of content they provide us or to provide their content to our competitors on an exclusive basis, this also would have a negative impact on our audience size, cost structure and revenue.

Video game publishers or other intellectual property owners could decide to take actions that would adversely affect our ability to continue portions of our business model. For example, publishers could decide to limit the amount of, or cease to provide, content, such as demos, beta trial versions of video games or screenshots, that they previously have shared with us. They could also refuse to make their games available to us for resale through online commerce. They also might claim that information or data, such as video game modifications and extensions or music included in modifications or extensions, shared by our users through our web sites interfere with or infringe their intellectual property rights. Any such actions would reduce our attractiveness to users and, as a result, impair our ability to attract and retain users and advertising customers.

Manufacturers of game consoles such as Xbox and PlayStation 2 restrict and closely regulate third-party software developers, including IGN. Microsoft and Sony both grant permission for select third parties to provide multi-player software and other tools, and we have received permission to develop and market products for these consoles only as long as we adhere to specific license and sublicense terms. There can be no assurances that these permissions will continue to be granted, or that they will be granted for the next generations of these consoles.

If we are unable to generate user affinity for our brands and web sites, our user base will not grow and advertisers may find our audience less attractive.

We believe that broader recognition and a favorable user and advertiser perception of our IGN.com, GameSpy, Rotten Tomatoes, AskMen.com, TeamXbox, FilePlanet, 3D Gamers, Direct2Drive, GameStats.com, Vault and Planet networks and other brands and web sites are essential to our future success. We invest minimal resources in marketing our brands, and increases in the awareness of our brands have been heavily dependent on word of mouth. Most of our competitors focus on one or a small number of brands and market them extensively, potentially making it more difficult for us to establish name recognition for our web sites. If the awareness of our brands is not promoted through word of mouth, or if current or future marketing efforts are unsuccessful, our user base, number of advertising customers and revenue would decline.

If we are unable to create new sources of revenue, our future revenue may flatten or decrease, which may cause the market price of our common stock to decline.

Our revenue growth plan involves creating and expanding new sources of revenue, such as our recent entry into the online distribution of digital entertainment products directly to our users and providing in-game advertising and content management services. We cannot assure you that any new products and services which we develop will become widely accepted. For

example, the markets for authorized online distribution of digital entertainment products other than music, such as video games and filmed entertainment, are new and rapidly evolving and have limited consumer bases. Further, as in the music industry, many producers of entertainment content are concerned that digitization and digital distribution of content will facilitate piracy, and many traditional retailers of entertainment content are concerned that digital distribution will harm their sales. These producers and retailers may try to prevent digital markets from developing. Even if these markets develop, we expect that the competition would be intense, and we cannot assure you that we will be successful in capturing a meaningful share of these markets. Competitors in the digital distribution of video games are likely to include video game console manufacturers and software publishers, many of which are important customers of ours. If we are unable to add other sources of revenue, our revenue may not grow and our financial condition could suffer.

Our quarterly revenue and operating results may fluctuate in future periods, and we may fail to meet expectations, which would likely cause the market price of our common stock to decline.

Advertising revenue is cyclical and subject to substantial fluctuations as companies tend to advertise more in strong consumer spending periods, which are dependent upon overall economic conditions. If the United States economy were to decline, reductions of marketing and advertising budgets or delays in spending of budgeted resources could have a negative impact on our advertising revenue and operating results.

Seasonal fluctuations occur as video game title release dates and shipment schedules and associated advertising tend to increase in the fourth calendar quarter, normally followed by lower revenue in the first quarter of the next calendar year. In addition, customers' advertising orders tend to address single campaigns, to cover relatively short periods of time and to be cancelable without penalty. Some orders are immediately cancelable in the event the advertiser determines that the context in which an advertisement is placed is inappropriate or morally offensive. In addition, customer requirements and expectations with respect to advertising programs change from time to time and these changes are often unpredictable. We cannot assure you that the purchasing patterns of advertising customers will not continue to fluctuate, that advertisers will not make smaller and shorter-term purchases or cancel their orders, or that market prices for online advertising will not decrease due to competitive or other factors.

Because of the uncertain nature of the rapidly changing markets that we serve and our evolving business model, we believe that period-to-period comparisons of our financial results are not necessarily meaningful and that current financial results are not necessarily indicative of future performance. We anticipate that our revenue will fluctuate significantly in the future as a result of a variety of factors, including those identified above. Our costs, however, are substantial and relatively fixed. If revenue in a particular period does not meet expectations, it is unlikely that we will be able to adjust our level of expenditures significantly for the same period. If our operating results fail to meet expectations, the trading price of our common stock would likely decline.

In the past several years, substantial downsizing and restructuring followed by rapid expansion have placed significant strains on our existing personnel, resources and infrastructure, which may be difficult to address.

From mid-2000 to 2003, we significantly reduced the size of our operations through multiple layoffs and attrition, divesting ourselves of a number of our web sites, eliminating our relationships with virtually all affiliated web sites, restructuring most of our office leases and moving our headquarters. The reductions in our workforce had an adverse impact on morale that may be ongoing. In the last year and a half, we have rapidly and significantly expanded our operations by merging with GameSpy, a company that was approximately equivalent in size to IGN, and acquiring three other companies — Rotten Tomatoes, 3D Gamers and AskMen.com. We have also hired eight new executive or senior financial officers, while more than doubling our employee base during that period. We anticipate that further expansion will be required to address potential market opportunities. Our recent acquisitions and our internal growth have placed substantial demands on our management, resources and systems. To manage these acquisitions and our internal growth, we will have to implement new operational and financial systems, procedures and controls. If we fail to manage this expansion effectively, or if our revenue is not sufficient to support it, we will be unable to operate our business efficiently. Our success depends on the ability of our management to perform, both individually and as a group. If our officers are unable to operate effectively in their respective roles or as a team, we will not be able to implement our business strategy or operate our business effectively.

Acquisitions of other companies, businesses or technologies could result in operating difficulties, dilution and other harmful consequences.

We have acquired four companies in the last year and a half and expect new businesses, including acquisitions, to be a recurring part of our growth strategy. We do not have a great deal of experience acquiring companies, businesses or technologies, and the process of integrating these acquired companies and future acquired companies, businesses or technologies is risky and may create unforeseen operating difficulties and expenditures. Risks that we face in integrating these and other acquisitions include:

We have evaluated, and expect to continue to evaluate, a wide array of potential acquisitions and relationships. Transactions of this type would be accompanied by additional risks, including, among others:

We cannot assure you that we will be successful in overcoming these risks or any other problems encountered in connection with any acquisition or that this type of transaction will be profitable.

If we lose key personnel or are unable to hire additional qualified personnel, or if our management team is unable to perform effectively, we will not be able to implement our new business model or operate our business effectively.

Our success depends to a large extent upon the continued services of our senior management and other key personnel, many of whom would be difficult to replace. The loss of any of these individuals would adversely affect our ability to implement our new business model and to operate our business effectively. In particular, the services of Mark A. Jung, our President and Chief Executive Officer, and Kenneth H. Keller, our Executive Vice President, Engineering, and Chief Technical Officer, would be difficult to replace. We do not have an employment agreement with any executive officer other than Mr. Jung.

Our success also depends upon our ability to continue to identify, attract, retain and motivate skilled employees in a very competitive job environment. We are seeking to hire advertising operations, sales, marketing, editorial, finance, engineering and business development personnel. We believe that there are only a limited number of persons with the requisite skills to serve in many key positions, and it is difficult to attract, retain and motivate these persons. We have in the past experienced, and we expect to continue to experience, challenges in hiring and retaining skilled employees with appropriate qualifications.

Further, we have conducted several workforce reductions over our brief operating history, which exacerbates the difficulty of hiring. These reductions within the broader context of our recent mergers and acquisitions have caused anxiety and uncertainty and adversely affected employee morale. As a result, our remaining personnel may seek employment with larger, more established companies or companies that they perceive to have less volatile stock

prices. Also, competitors and others have in the past attempted, and may in the future attempt, to recruit our employees. If we are unable to provide competitive employee compensation, including options or other equity interests, we may lose existing employees or be unable to attract and retain the additional employees whom we require to execute our growth plans. We could incur increasing salary, benefit and recruiting expenses because of the difficulty in retaining and hiring employees.

Technical problems or intentional service adjustments with either our internal or our outsourced computer and communications systems could interrupt or decrease our service, resulting in reduced customer satisfaction, the possible loss of users and advertising customers, and a decline in revenue.

Our operations depend on our ability to maintain our computer systems and equipment in effective working order. Our web sites must accommodate a high volume of user traffic and deliver frequently updated and accurate information. Any sustained or repeated system failure or interruption would reduce the attractiveness of our web sites to users and advertising customers and could cause us to lose users and advertising customers to our competitors. This would cause our revenue to decline. In addition, interruptions in our systems could result from the failure of our telecommunications providers to provide the necessary data communications capacity in the time frame that we require. Unanticipated problems affecting our systems have caused and could cause slower response times and interruptions in our services.

To be successful, our network infrastructure has to perform well and be reliable. The greater the user traffic and the greater the complexity of our products and services, the more computing power we will need. We may have difficulty scaling and adapting our existing architecture to accommodate increased web site traffic and technology advances or changing business requirements. Cost increases, loss of traffic or failure to accommodate new technologies or changing business requirements could harm our operating results and financial condition.

We depend on third parties for co-location of our data servers and cannot guarantee the security of our servers. Our primary servers currently reside in facilities in the San Francisco Bay area and in Southern California areas. Currently, these facilities do not provide the ability to switch immediately to another back-up site in the event of failure of the main server site. This means that an outage at one facility could result in our system being unavailable for at least several hours. This downtime could result in increased costs and lost revenue, which would be detrimental to our business.

Fire, earthquakes, floods, power loss, water damage, telecommunications and other system failures, terrorism, viruses, worms, hacking, vandalism and other malicious acts, and similar unexpected adverse events, may damage our computer systems and interrupt service. We do not have multiple site capacity for all of our services in the event of any such occurrence. Moreover, scheduled upgrades and changes to our computer systems may increase our operating costs or result in unsatisfactory performance. Our computer systems' continuing and uninterrupted performance is critical to our success. Any interruptions in our ability to continue operations, whether due to technical difficulties, system downtime, Internet brownouts or denial of service or other similar attacks, all of which we have experienced, could damage our reputation, could harm our ability to retain existing users and advertisers and to obtain new users and advertisers and could result in lost revenue, any of which could substantially harm our business and results of operations. Our insurance policies may not adequately compensate us for any losses that occur due to any failures or interruptions in our systems.

Our future success will depend on our ability to adapt to rapidly changing technologies and advertising media, adapt our services to evolving industry standards and improve the performance and reliability of our products and services. Our failure to adapt to these changes would harm our business. We rely heavily on PC video gaming platforms and standard computer-based Internet linkages, and the introduction of new video game consoles and wireless and other handheld platforms will pose challenges and risks for us. Additionally, the widespread adoption of new Internet, networking or telecommunications technologies or other technological changes could require us to expend substantial efforts to modify or adapt our products, services or infrastructure, which would be time-consuming and costly.

We might have to expend significant capital or other resources to protect our network from unauthorized access, computer viruses and other disruptive problems.

Internet and online service providers have experienced, and may in the future experience, interruptions or malfunctions in their Internet operations as a result of accidental or intentional actions of Internet users, current and former employees or others. We might be required to expend significant capital or other resources to protect against the threat of security breaches or to alleviate problems caused by these breaches. For example, so called "spiders" have been and can be used in efforts to copy our databases. Notwithstanding these expenditures, security measures that we implement might be circumvented. Eliminating computer viruses and worms and alleviating other security problems may also require interruptions, delays or cessation of service to users accessing web pages that deliver our content and services. In addition, a party who circumvents our security measures could cause interruptions in our operations.

We are vulnerable to coordinated attempts to overload our systems with data, resulting in denial or reduction of service to some or all of our users for a period of time. We have experienced coordinated denial of service attacks in the past and may experience these attempts in the future. These attacks would make us less attractive to users and customers. We may not carry business interruption insurance sufficient to compensate us for losses that may occur as a result of any of these events. Thus, any such event could reduce our revenue and harm our operating results and financial conditions.

We may have to litigate to protect our intellectual property rights, which could be time-consuming and expensive and subject us to significant liability.

Our success depends significantly upon our copyrights, trademarks, service marks, trade secrets, trade dress, technology and other intellectual property rights. Protecting our intellectual property and other proprietary rights can be expensive. The steps that we have taken to protect our intellectual property may not be adequate, and third parties may infringe or misappropriate our intellectual property. If this occurs, we may have to litigate to protect our intellectual property rights. This litigation could disrupt our ongoing business, increase our expenses and distract management's attention from the operation of our business. We have not applied for the registration of some of our trademarks, service marks and copyrights, and effective trademark, service mark, copyright and trade secret protection may not be available in every country in which our content, services and products are made available online. If we are unable to protect our trademarks from unauthorized use, our brand image may be harmed. Any impairment of our brand image could harm our business and cause the market price of our common stock to decline. Also, if we were prevented from using our trademarks, we would need to re-implement our web sites and rebuild our brand identity with our users and advertising customers. This would increase our operating expenses

substantially. We have not historically devoted substantial resources to pursuing patent protection for our technology and intellectual property. As a result, we may have limited ability to enforce our proprietary rights against third parties that may be using the same or similar technology.

If we become subject to infringement claims, we might be forced to stop selling our products or services or to pay high prices to license technology.

We expect that products, services and Internet-related intellectual property, including ours, will be increasingly subject to third-party infringement claims as the number of competitors in our industry segment grows and the functionality of products and breadth of services in different industry segments expands and overlaps. For example, there has been a recent increase in the granting and attempted enforcement of business process and technology patents that cover practices that may be widely employed in the Internet industry. Third parties may claim that our products, services or intellectual property infringe their intellectual property rights. Regardless of whether these claims have any merit, they could:

A successful claim of infringement against us or our failure or inability to license the infringed or similar technology could damage our business if we are required to pay substantial monetary damages or if, as result of a successful claim, we became unable to sell or market our services without redeveloping them or otherwise were forced to incur significant additional expenses.

It has been and may continue to be expensive to obtain and maintain insurance.

We contract for insurance to cover potential risks and liabilities. Insurance companies are increasingly specific about what they will and will not insure. As a result, it is possible that we may not be able to get enough insurance to meet our needs, may have to pay very high prices for the coverage that we do receive or may not be able to acquire any insurance for certain types of business risks. This could leave us exposed to potential claims. If we were found liable for a significant claim in the future, our operating results could be negatively impacted.

We expect to operate in international markets in which we have limited experience and in which we are faced with higher costs and are exposed to greater risks than in the United States.

We believe that we need to expand our operations into international markets quickly in order to obtain market share. To date, we have virtually no experience in marketing and operating our products and services internationally, and we would likely need to rely on the efforts and abilities of foreign business partners in these activities. We would need to develop localized product offerings, obtain more knowledge about users and their preferences and deepen our relationships with interested users, as well as increase our branding and other marketing activities in order to become competitive and develop an international market position.

Foreign providers of competing online services may have a substantial advantage over us in attracting users in their country due to more established branding in that market, greater knowledge of the tastes and preferences of users residing in that market, access to significant financial or strategic resources in that market, and/or their focus on a single market. We expect that costs as a percentage of revenue in connection with the development and maintenance of international online properties will be higher than we experience domestically. International markets that we may pursue may not develop at a rate that supports our level of investment. In particular, certain international markets may be slower than domestic markets in adopting the Internet as an advertising and commerce medium. Finally, entering and operating in international markets brings unique risks such as:

Since our revenue is derived primarily from selling advertisements, our revenue might decline if advertisers do not continue to increase their usage of the Internet as an advertising medium.

We have derived and expect to continue to derive a majority of our revenue from selling advertisements. However, the prospects for continued demand and market acceptance for Internet marketing products are uncertain. In particular, during the last slowdown of the United States economy, there was a reduction in advertising and marketing spending and a negative public perception of online media companies as well as technology companies in general. If advertisers do not continue to increase their usage of the Internet, our revenue might stagnate or decline. Advertisers that have traditionally relied on other advertising media may not advertise on the Internet. Most advertising agencies and potential advertisers, particularly local advertisers, have only limited experience advertising on the Internet and devote only a small portion of their advertising expenditures to online advertising. Local advertisers may not be as attracted to online advertising because the Internet has a broad geographic scope. In addition, advertising on the Internet is at a much earlier stage of development in international markets than it is in the United States and may not fully develop in these markets. As the Internet evolves, advertisers may find online advertising to be a less attractive or effective means of promoting their products and services than traditional methods of advertising and may not continue to allocate funds for Internet advertising. Many historical predictions by industry analysts and others concerning the growth of the Internet as a commercial medium have overstated the growth of the Internet and you should not rely upon them. This growth may not occur or may occur more slowly than estimated. In fact, during the past economic slowdown, our advertising revenue declined substantially.

We cannot assure you that market prices for online advertising will not decrease due to competitive or other factors. In addition, if a large number of Internet users use filter software programs that limit or remove advertising from the users' monitors, advertisers may perceive

that Internet advertising is not effective and may choose not to advertise on the Internet. Moreover, there are varying standards for the measurement of the effectiveness of Internet advertising, and no single standard may develop sufficiently to support online advertising as a significant advertising medium. If no such standards develop, advertisers may be reluctant to transition to the Internet from conventional media.

Our success depends on continued growth in the use of the Internet and of broadband, or high-speed, Internet access, and the ability of the Internet infrastructure to support this growth.

Our business strategy depends on continued Internet and broadband access growth. A decrease in web usage or in the growth of broadband would impede our ability to implement our business strategy and limit our ultimate success. A significant portion of our current and anticipated products and services, such as digital file downloads and rich media content, depends on broadband connections. Any downturn in the use or growth rate of broadband access would be detrimental to our business. If the Internet continues to experience significant growth in number of users, frequency of use and amount of data transmitted, the Internet infrastructure might not be able to support the demands placed on it and the performance or reliability of the Internet might be adversely affected. Web sites have experienced interruptions in service as a result of outages and other delays occurring throughout the Internet network infrastructure. If these outages or delays occur frequently in the future, Internet usage, as well as the usage of our web sites, could grow more slowly than expected or decline, and accordingly advertisers might not choose to advertise on the Internet. Security and privacy concerns may also slow growth. Because our revenue ultimately depends upon Internet usage generally as well as usage on our web sites, our business may suffer as a result of declines in Internet usage.

We host a wide variety of services that enable individuals to post and share information and content, conduct business, and engage in various online activities on an international basis, including public message and file postings, hosting of independent web sites and email services. The law relating to the liability of online providers of these services for activities and content of their users is currently unsettled both within the United States and abroad. Claims may be threatened or brought against us for defamation, negligence, copyright, patent or trademark infringement, commercial misappropriation, unlawful activity, tort, including personal injury, fraud or other theories based on the nature and content of information published on or downloaded from our and any affiliate web sites. These types of claims have been brought, sometimes successfully, against online services and publishers of print publications, and the potential liability associated with these claims is significant. We could also be subjected to claims based upon the online content that is accessible from our web sites through links to other web sites or upon content and materials that may be posted in our chat rooms or message boards. We do not engage in systematic or comprehensive verification of the accuracy or legality of the information supplied by third-party content providers, including freelance writers, affiliates and users of our web sites. In addition, we could be exposed to liability in connection with material indexed or offered on our web sites. Although we do not believe that our listing of any such content or software should expose us to liability, it is possible that such a claim may be brought successfully. Due to the unsettled nature of the law in this area, we may be subject to liability in domestic or international jurisdictions in the future. In addition to potential liability, any defense of any such actions could be costly and involve significant distraction of our management and diversion of other resources. Our insurance may not cover all 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 and results of operations.

It is also possible that, if any information provided directly by us contains errors or is otherwise negligently provided to users, third parties could make claims against us. The law in these areas is unclear. Accordingly, we are unable to predict the potential extent of our liability. Investigating and defending any of these types of claims would be expensive, even if the claims do not ultimately result in liability.

Future regulation of the Internet may slow its growth, resulting in decreased demand for our services and increased costs and liabilities of doing business.

We are subject to general business regulations and laws, as well as regulations and laws directly applicable to communications and commerce over the Internet. We expect more stringent laws and regulations relating to the Internet to be enacted. Future regulation of the Internet may slow its growth, resulting in decreased demand for our services and increased costs and liabilities of doing business. New and existing laws and regulations are likely to address a variety of issues, including:

Currently, we may be subject to Sections 5 and 12 of the Federal Trade Commission Act, which regulate advertising and promotions in all media, including the Internet, and require advertisers to have substantiation for advertising claims before disseminating advertisements. The Federal Trade Commission recently has brought several actions charging deceptive advertising via the Internet, and is focusing on issues involving advertising via the Internet. We also may be subject to the provisions of the Communications Decency Act, which, among other things, imposes substantial monetary fines and/or criminal penalties on anyone who distributes or displays certain prohibited material over the Internet or knowingly permits a telecommunications device under one's control to be used for this purpose. In addition, government agencies may impose regulatory access fees on Internet usage. If this were to occur, the cost of communicating on the Internet could increase substantially, potentially decreasing use of the Internet.

Several federal laws that could have an impact on our business have been adopted. The Digital Millennium Copyright Act of 1998 is intended to reduce the liability of online service providers of third-party content, including content that may infringe copyrights or rights of others. The Children's Online Privacy Protection Act imposes additional restrictions on the

ability of online services to collect user information from minors. In addition, the Protection of Children from Sexual Predators Act requires online service providers to report evidence of violations of federal child pornography laws under certain circumstances. Federal, state and foreign laws and regulations also currently govern the collection and use of personal identifying information in a number of areas, including limiting the uses of personal user information gathered online or requiring online service providers to establish privacy policies. Federal law also regulates the sending of commercial electronic mail messages. Some state and proposed federal legislation requires that companies notify customers and other affected individuals of computer security breaches involving their personal data. Moreover, proposed legislation in this country and existing laws in foreign countries require companies to establish procedures to notify users of privacy and security policies, obtain consent from users for collection and use of personal information, and/or provide users with the ability to access, correct and delete personal information collected and stored by them.

It could be costly for us to comply with these existing and potential laws and regulations, and they could harm our marketing efforts and our attractiveness to advertisers by, among other things, restricting our ability to collect demographic and personal information from users or to use or disclose that information in certain ways. If we were to violate these laws or regulations, or if it were alleged that we had, we could face private lawsuits, fines, penalties and injunctions and our business could be harmed. Even though we believe we meet the safe harbor requirements of the Digital Millennium Copyright Act, we could be exposed to copyright actions, which could be costly and time-consuming to defend.

Finally, the applicability to the Internet and other online services of existing laws in various jurisdictions governing issues such as property ownership, sales and other taxes, libel and personal privacy is uncertain. Any new legislation or regulation, the application of laws and regulations from jurisdictions whose laws do not currently apply to our business, or the application of existing laws and regulations to the Internet and other online services could also increase our costs of doing business, discourage Internet communications, reduce demand for our services, and expose us to substantial liability.

Our use of open source code software may impose limitations on our ability to commercialize our products and subjects us to possible intellectual property litigation.

We currently incorporate open source code software into one of our products and may incorporate it into other products in the future. Open source code may impose limitations on our ability to commercialize our products because, among other reasons, open source license terms may be ambiguous and may result in unanticipated obligations regarding our products, and open source software cannot be protected under trade secret law. In addition, it may be difficult for us to determine accurately who the developers of the open source code are and whether the acquired software infringes third-party intellectual property rights. For example, a lawsuit was recently filed against IBM Corporation alleging that IBM misappropriated proprietary UNIX code or derivative works into certain open source software. Claims of infringement or misappropriation against us could require us to seek to obtain licenses from third parties in order to continue offering our products, to reengineer our products or to discontinue the sale of our products in the event reengineering could not be accomplished on a timely basis. If this occurred, our business and operating results could be harmed. Further, our software products contain open source software components that are licensed to us under various public domain licenses, such as the gSOAP public license. Although we believe we have complied with our obligations under the various applicable licenses for open source software that we use, there is little or no legal precedent governing the interpretation of many of the terms of certain of these licenses, and therefore the potential impact of these terms on

our business is somewhat unknown. Use of open source standards also may make us more vulnerable to competition because the public availability of open source software could make it easier for new market entrants and existing competitors to introduce similar competing products quickly and cheaply.

Terrorist attacks and the other hostilities could contribute to economic instability in the United States and internationally, which could lead to reduced advertising spending by our customers and cause the market price of our common stock to decrease.

On September 11, 2001, the United States was the target of terrorist attacks of unprecedented scope, and in March 2003, the United States became involved in hostilities with Iraq. These events, coupled with political instability elsewhere in the world, have caused volatility in the financial markets and uncertainty in the global economy. Similar events are likely to occur in the future. Under these circumstances, there is a risk that our existing and potential customers may decrease spending, particularly for advertising and marketing services. Because advertising and marketing services continue to constitute a substantial majority of our revenue, any such decrease in expenditures could materially and adversely affect our operating results and financial condition. In addition, the political and economic conditions described above may contribute to increased volatility in stock prices, which may cause the market price of our common stock to decline.

We expect that approximately $ million will be the only proceeds of this offering available for working capital and general corporate purposes and, thus, future financings may be necessary.

As described in "Use of Proceeds," we intend to use a substantial portion of the proceeds of this offering to redeem, or otherwise make payments to eliminate, most of our outstanding debt and all of our outstanding preferred stock, including $44.9 million for the redemption of Series A redeemable preferred stock held by certain directors, executive officers and entities affiliated with them. The total of these payments to debt and preferred stockholders will be approximately $119.5 million, which means that, of the net proceeds of this offering, only $ will be available for general corporate purposes. This may require us to raise additional funds in the near future. If we raise additional funds through the issuance of additional equity securities, the percentage ownership of our stockholders would be reduced and the value of their investments might decline. In addition, any new debt or equity securities issued might have rights, preferences or privileges senior to the securities held by existing stockholders. If we raise additional funds through the issuance of debt, we might become subject to restrictive covenants.

We cannot assure you that an active market will develop or be sustained for our common stock or what the market price of our common stock will be.

We cannot assure you that an active public trading market for our common stock will develop or be sustained after this offering. The initial public offering price will be determined by negotiations among the underwriters and us, and may bear no relationship to the price at which the common stock will trade following completion of the offering. Thus, you may not be able to resell your shares above the initial public offering price and may suffer a loss on your investment.

The market price of our common stock may be volatile, and your investment in our common stock could suffer a decline in value.

The market prices of the securities of Internet-related companies have been extremely volatile and often unrelated to their operating performance. In addition, these market prices generally have declined significantly since early 2000. In particular, the market value of our company has fluctuated widely from over $400 million on the date of our initial public offering in March 2000 to under $30 million on the date of our going-private transaction in August 2003. We cannot assure you that the strategic directions we have taken since the going-private transaction will prove to be successful and that the market value of our company will not decline significantly below the value ascribed to our company in this offering. If this were to happen, your investment in our common stock would decline substantially.

Broad market and industry factors may adversely affect the market price of our common stock, regardless of our actual operating performance. Factors that could cause fluctuations in the market price of our common stock may include, among other things:

These fluctuations might make it more difficult to use our common stock as currency to make acquisitions that could otherwise be advantageous or to use stock options as a means to attract and retain employees. Analysts and investors may have expectations of our future financial performance that do not reflect our current estimates and expectations. These expectations might be based in whole or in part on the success or failure of video game publishers and others dependent on that industry, even if the performance of these companies is unrelated to our success or failure, or on our prior guidance with respect to which we had no duty to update. If analysts' or investors' expectations are too low, our stock price could decline at least until we release our results of operations, at which time our financial performance might appear stronger than is truly the case. Any shortfall in revenue or net income (loss) compared to analysts' or investors' expectations could cause an immediate and significant decline in the market price of our common stock. In addition, we may not learn of these shortfalls until late in the fiscal quarter, which could result in an even more immediate and greater decline in the trading price of our common stock. In the past, securities class action litigation has often been instituted against companies following periods

of volatility in their stock price. This type of litigation could result in substantial costs and divert our management's attention and resources.

You should not rely on research reports published by analysts prior to the conclusion of the "quiet periods" associated with this offering.

Analysts employed by the underwriters whose names appear on the cover page of this prospectus or by firms who otherwise participate in the distribution of this offering are generally prohibited from publishing research reports about, or making public appearances regarding, our company for periods of 40 days and 25 days, respectively, after the date of this prospectus. Financial analysts associated with firms not participating in the distribution of this offering may elect to publish research reports, financial projections, expected stock price ranges and/or recommendations regarding our company prior to the expiration of these periods. Any such reports or information of this type will have been created without the benefit of discussion with our management. Accordingly, any financial guidance or estimated enterprise valuations included in these reports may be materially higher (or lower) than the guidance ultimately provided by our management, and there could be a significant shift in the value of our common stock once we or the analysts for the managing underwriters provide more accurate guidance. Thus, you should not rely on the content of these reports in making decisions regarding the purchase or sale of our stock.

Future sales of our common stock could cause the market price of our common stock price to decline.

If our stockholders sell, or the market perceives that our stockholders might sell, substantial amounts of our common stock in the public market following this offering, the market price of our common stock would likely decline. These sales, or the perception that these sales could occur, might also make it more difficult for us to sell additional equity securities at a time and price that we deem appropriate.

Upon completion of this offering, we will have outstanding shares of common stock, assuming no exercise of outstanding options. Of these shares, the shares sold in this offering will be freely tradable immediately, 21,527,846 additional shares will be eligible for sale 180 days (or, if extended, up to 197 days) after the date of this prospectus following the expiration of lock-up agreements between the underwriters and our officers, directors and stockholders. Deutsche Bank Securities Inc. and Lehman Brothers Inc., on behalf of the underwriters, may release our directors, officers and stockholders from their lock-up agreements with the underwriters at any time and without notice, which would allow for earlier sale of shares in the public market. As restrictions on resale end, the market price of our common stock could drop significantly if the holders of restricted shares sell them or are perceived by the market as possibly intending to sell them.

Insiders will continue to have substantial control over us after this offering, which could limit your ability to influence the outcome of key transactions, including a change in control of our company.

Our principal stockholders, directors and executive officers and entities affiliated with them will own approximately % of the outstanding shares of our common stock after this offering. As a result, these stockholders, acting together, would be able to influence or control matters requiring approval by our stockholders, including the election of directors, the adoption of equity incentive plans and the approval of mergers or other extraordinary transactions. They may have interests that differ from yours and may vote in a way with which you disagree and that may be adverse to your interests. The concentration of

ownership could have the effect of delaying, preventing or deferring a change in control of our company, deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company and affect the market price of our common stock.

Purchasers in this offering will experience immediate and substantial dilution.

Our existing investors have paid substantially less per share than the initial public offering price. The initial public offering price will also be substantially higher than the pro forma net tangible book value per share of our common stock outstanding immediately after this offering. As a result, investors purchasing our common stock in this offering will incur immediate dilution of per share. The exercise of outstanding options and future equity issuances at prices below the initial public offering price would result in further dilution to purchasers in this offering.

We have never paid dividends, and we do not anticipate that we will pay any cash dividends to holders of our common stock in the foreseeable future. Accordingly, investors must rely on sales of our common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment. Investors seeking cash dividends should not purchase our common stock.

Other than the specific purposes identified in "Use of Proceeds," we will have broad discretion to use the net proceeds from this offering for general corporate purposes, including working capital, and for possible future strategic investments or acquisitions. You will be relying on the judgment of our board of directors and management regarding the application of these proceeds. It is possible that the net proceeds will be invested in a way that does not yield a favorable, or any, return for our company.

Some provisions of our charter, bylaws and Delaware law may inhibit potential acquisition bids that you may consider favorable.

Certain provisions in our certificate of incorporation and bylaws, as amended and restated upon the closing of this offering, may have the effect of delaying or preventing a change in control of our company or changes in our management. These provisions:

Our board of directors also has the authority to issue up to 5,000,000 shares of preferred stock. Issuance of this preferred stock would make it more difficult for a third party to acquire a majority of our outstanding voting stock, even if doing so would be beneficial to our stockholders. Without any further vote or action on the part of our stockholders, our board of directors has the authority to determine the price, rights, preferences, privileges and restrictions of the preferred stock. This preferred stock, if issued, might have conversion rights and other preferences that work to the disadvantage of the holders of common stock. These provisions could discourage, delay or prevent a merger, tender offer or change in control of

our company. These provisions could also discourage proxy contests, make it more difficult for you and other stockholders to elect directors of your choosing, and cause us to take other corporate actions inconsistent with your desires.

Also, as a Delaware corporation, we are subject to certain Delaware anti-takeover provisions. Under Delaware law, a corporation may not engage in a business combination with any holder of 15% or more of its voting stock unless the holder has held the stock for three years or, among other things, the board of directors has approved the transaction. Our board of directors could rely on Delaware law to prevent or delay an acquisition of our company.

Changes to accounting rules regarding goodwill and intangible assets could make our reported results less predictable.

In July 2001, the Financial Accounting Standards Board changed its rules regarding accounting for goodwill. The changes may have a significant impact on our reported financial results by making our acquisition-related charges less predictable in any given reporting period. Under the new rules, goodwill must be separately tested for impairment using a fair-value-based approach. The testing must be done annually and when any event occurs indicating the potential for impairment. The impairment analysis applies to previously recorded goodwill, as well as goodwill arising from acquisitions completed after the application of the new rules.

We performed our annual goodwill and intangible asset impairment test as of December 31, 2004. The fair values of these assets were determined using a combination of the income and the market valuation approaches. We determined that the carrying values of goodwill and intangible assets did not exceed their implied fair values. In the application of these valuation approaches, we were required to make estimates of future operating trends and judgments on discount rates and other variables. Actual future results could differ from these estimates and judgments, including as a result of changes in the economy, the business in which we operate and/or our own relative performance. It is possible that we will incur less frequent, but larger, impairment charges related to the goodwill and intangible assets we have already recorded as well as any goodwill or intangible assets arising out of future acquisitions. Accordingly, our future earnings may be subject to significant volatility on a period-to-period basis.

Potential changes to accounting rules regarding stock-based compensation could adversely impact our reported results.

In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment, or SFAS 123R, which we will be required to implement beginning January 1, 2006. SFAS 123R will result in the recognition of substantial compensation expense relating to our employee stock options and employee stock purchase plans. We currently use the intrinsic-value method to measure compensation expense for stock-based awards to our employees. Under this standard, we measure deferred stock-based compensation on the date of grant as the excess of the deemed fair market value of the common stock over the exercise price of the option. Under the new rules, we are required to adopt a fair-value-based method for measuring the compensation expense related to employee stock awards. This method will lead to substantial additional compensation expense and therefore will have a material adverse effect on our reported results of operations.

Recently enacted changes in securities laws and regulations will increase our costs.

The Sarbanes-Oxley Act of 2002 and the rules and regulations implementing that act have required changes in corporate governance practices of public companies. Many of these rules and regulations were not in effect when we completed our going-private transaction. These rules and regulations will increase our legal and financial compliance costs once we become a public company and will also make some activities more difficult, time-consuming or costly. Further, our company is substantially different from the company that it was when it was previously a public company, with a finance organization that mostly consists of personnel that were not with us when we were a public company. Accordingly, our operating experience as a public company may not result in efficiencies or cost savings. In addition, we expect these rules and regulations may make it more difficult for us to obtain desired director and officer liability insurance. We may be required to accept reduced coverage or incur substantially higher costs to obtain similar coverage. These rules and regulations could also make it more difficult for us to attract and retain qualified independent members of our board of directors and qualified members of our management team.

Some of the statements under "Prospectus Summary," "Risk Factors," "Use of Proceeds," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business" and elsewhere in this prospectus contain forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding: our market opportunity; the anticipated expansion of the video game industry and digital content distribution; the anticipated shift in advertising dollars from traditional media to online media; the attractiveness of our user base to advertisers; our strategy; statements concerning projections, predictions, expectations, estimates or forecasts for our business, financial and operating results and future economic performance; statements of management's goals and objectives; and other similar expressions concerning matters that are not historical facts. These statements involve known and unknown risks and uncertainties that could cause our or our industry's actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by forward-looking statements. These risks and uncertainties include, among other things, those identified in "Risk Factors" and elsewhere in this prospectus. In some cases, you can identify forward-looking statements by terms such as "anticipates," "believes," "continues," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," "should" and "will," the negative of these terms or other comparable terms. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we nor any other person assume responsibility for the accuracy and completeness of these statements. We are under no duty to update any of the forward-looking statements after the date of this prospectus to conform these statements to actual results.

We estimate that the net proceeds from the sale of the shares of common stock being offered by this prospectus, at an assumed initial public offering price of $ per share and after deducting the estimated underwriting discounts and commissions and offering expenses, will be approximately $ million. We intend to use a portion of these proceeds to redeem for cash the securities presented in the following table. The following table identifies the cash components of the redemption payments for each of these securities, assuming this offering closes as of September 30, 2005 (in thousands).

In addition, we may use a portion of the net proceeds of this offering to acquire complementary technologies or businesses, although we are not currently a party to any contract or letter of intent with respect to any material acquisition. The balance of the net proceeds, approximately $ , will be used for working capital and general corporate purposes. Pending these uses, we will invest the net proceeds in short-term, interest-bearing, investment-grade securities. We cannot predict whether these investments will yield a favorable return.

The senior secured notes due March 31, 2009 bear interest at a rate equal to the three-month London Interbank Offer Rate plus 5.5%, 6.5% or 7.5%, depending on whether or not we maintain certain financial ratios. In connection with this offering, we are required to redeem these notes at a premium that is equal to a percentage of the principal amount of these notes. We will pay a premium of approximately $1,113,000 to redeem these notes. We used the proceeds from the senior secured notes that were issued in May 2005, a principal amount of $13.5 million, to acquire AskMen.com.

The senior subordinated notes due March 3, 2010 bear interest at a rate of 12% per annum, compounded quarterly, and have a redemption premium of either 2.5% or 5% of the principal amount of the notes, depending on the internal rate of return on the notes and the warrant that we issued to Banc of America Capital Investors, L.P. The calculation of this internal rate of return is detailed in our amended and restated certificate of incorporation, Exhibit 3.01 to the registration statement of which this prospectus forms a part. Assuming the date on which we close this offering is September 30, 2005, we will pay a premium of $400,000 to redeem these notes.

We have never declared or paid dividends on our capital stock and, except for the mandatory distribution on our Series B redeemable preferred stock described in Note 8 of the notes to our consolidated financial statements appearing elsewhere in this prospectus, do not anticipate declaring or paying cash dividends in the foreseeable future. Payments of future dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs and plans for expansion.

The following table sets forth our cash position and capitalization as of March 31, 2005:

This table should be read in conjunction with our consolidated financial statements and related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus.

In the preceding tables, the shares of common stock outstanding does not include:

If the underwriters exercise their over-allotment option in full, the number of shares held by new investors would increase to shares, or % of the total number of shares of our common stock outstanding after this offering.

Investors participating in this offering will incur immediate, substantial dilution. If you invest in our common stock, your interest will be diluted to the extent of the difference between the initial public offering price per share of our common stock and the net tangible book value per share of our common stock immediately after the closing of this offering. Our net tangible book value as of March 31, 2005 was $(75.2) million, or $(3.69) per share of common stock. Net tangible book value per share represents total tangible assets less total liabilities and redeemable preferred stock, divided by the total number of shares of common stock outstanding as of March 31, 2005. Assuming:

our as adjusted net tangible book value as of March 31, 2005 would have been $ , or $ per share. This represents an immediate increase in net tangible book value of $ per share to existing stockholders and an immediate dilution of $ per share to investors purchasing shares in this offering. The following table illustrates this per share dilution:

Assumed initial public offering price per share					$
	Net tangible book value per share as of March 31, 2005	$	(3.69	)
	Increase per share attributable to sale of common stock in this offering

As adjusted net tangible book value per share after this offering

Dilution per share to new investors					$

The following table shows, as of March 31, 2005 on an as adjusted basis, the number of shares of common stock purchased from us, the total consideration paid to us and the

average price paid per share paid by existing stockholders for their common stock and by new investors purchasing common stock in this offering:

In the preceding tables, the shares of common stock outstanding does not include:

The selected consolidated financial data presented in this section are qualified by reference to and should be read carefully in conjunction with the consolidated financial statements and related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus. The selected consolidated financial data in this section are not intended to replace the consolidated financial statements.

In late August 2003, we entered into a going-private transaction as a result of which our public reporting obligations with the Securities and Exchange Commission ceased and our common stock was no longer traded on the Nasdaq SmallCap Market effective August 28, 2003. Our consolidated financial statements through August 31, 2003 identified below by the title "Predecessor Company" are those of the public company prior to the going-private transaction. Our consolidated financial statements as a private company after August 31, 2003 are identified below as those of the "Successor Company."

The consolidated statement of operations data for the year ended December 31, 2002, the eight months ended August 31, 2003, the four months ended December 31, 2003 and the year ended December 31, 2004 and the consolidated balance sheet data as of December 31, 2003 and 2004 set forth below are derived from our audited financial statements included elsewhere in this prospectus. The consolidated statement of operations data for the years ended December 31, 2000 and 2001 and the consolidated balance sheet data as of December 31, 2000, 2001 and 2002 set forth below are derived from our unaudited financial statements that are not included in this prospectus. Our financial statements as of and for the four months ended December 31, 2003 were previously audited by our former auditors and our financial statements as of and for the years ended December 31, 2000, 2001 and 2002 were previously audited by other former auditors. The restated financial statements as of December 31, 2000 and 2001 were not reaudited by that former auditor. The financial statements for the year ended December 31, 2002 and for the four months ended December 31, 2003 were reaudited by KPMG LLP. All financial data set forth below reflect the restatement of our consolidated financial statements as of and for the years ended 2001 and 2002 and as of and for the four months ended December 31, 2003, as discussed below under "Management's Discussion and Analysis of Financial Condition and Results of Operations—Restatement of Prior Periods" and Note 2 of notes to our consolidated financial statements.

The selected consolidated financial data for the three months ended March 31, 2004 and 2005 are derived from our unaudited consolidated financial statements included elsewhere in this prospectus. These unaudited consolidated financial statements, in our opinion, reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of this information in accordance with accounting principles generally accepted in the United States. These three-month results are not necessarily indicative of future results of operations.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of financial condition and results of operations should be read in conjunction with "Selected Consolidated Financial Data" and our consolidated financial statements and related notes included elsewhere in this prospectus. This discussion contains forward-looking statements, such as our plans, expectations and intentions, that are based on current expectations and relate to future events and our future financial performance. Our future involves risks and uncertainties, as set forth under "Special Note Regarding Forward-Looking Statements." Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many important factors, including those set forth under "Risk Factors," "Business" and elsewhere in this prospectus.

Among the many factors that we consider in managing and evaluating our business, we consider the following to be key drivers of our growth:

During the first half of 2000, we dramatically increased our headcount, made substantial property, technology and other commitments and generally increased our cost base in anticipation of expected strong growth in our business. During the second half of 2000 and through 2001, adverse economic conditions caused substantial reductions in the overall volume of online advertising, forced many of our customers to go out of business and caused our revenue to decline substantially.

In response to these challenging conditions and our increasing losses from operations, we worked to streamline operations, reduce costs and refocus our business around our IGN.com network. Between March 2000 and March 2002, we reduced our workforce by approximately 300 positions, or 76%, restructured our business and commitments, and aggressively managed our costs. By early 2002, we had sold or ceased operating all of our web sites, except those within our IGN.com network, and had implemented additional cost management strategies. In May 2002, we changed our name to IGN Entertainment, Inc. to reflect this change in focus.

After considering various strategic alternatives from early 2001 through the first half of 2003, in August 2003, we completed a going-private transaction in which our securityholders received $29.8 million. The going-private transaction was led by Great Hill Partners, LLC and several members of our board of directors and management team.

After the going-private transaction, we focused on becoming the leading community-based Internet media and services company for video gaming. A core element of this strategy was acquiring other Internet media companies that were successfully attracting audiences of digital entertainment enthusiasts. This strategy was aimed at increasing our audience of 13- to 34-year-old male digital entertainment enthusiasts and expanding our paid service offerings.

In March 2004, we acquired GameSpy, a leading online entertainment and technology company serving video game enthusiasts and game developers, for a cash purchase price of $53.3 million. This acquisition significantly increased the size of our audience and enhanced our portfolio of services. We financed this acquisition through the issuance of Series A and Series B redeemable preferred stock, common stock and senior secured and subordinated notes. We will redeem all the preferred stock and these notes in connection with this offering.

In July 2004, we acquired Rotten Tomatoes, a destination site for movie and DVD enthusiasts, for $7.8 million, $2.8 million of which was paid at the closing and $5.0 million of which will be paid in two installments on the first and second anniversaries of the closing.

In May 2005, we acquired AskMen.com, an Internet web site offering information regarding male lifestyle, for $13.5 million. In connection with this acquisition, we raised an additional $13.5 million by issuing senior secured notes to the holders of existing senior secured notes.

In 2004, we identified several accounting errors in our previously issued financial statements as of and for the year ended December 31, 2002 and as of and for the four months ended December 31, 2003. These errors related to advertising revenue, subscriptions and service revenue, operating expense classification, stock-based compensation expense, restructuring and asset impairment charges, amortization of intangible assets, interest and other income (expense), provision for income taxes and accretion of preferred stock. These errors affected the statements of operations and related balance sheet accounts. Accordingly,

we adjusted our results of operations to properly restate the consolidated financial statements included elsewhere in this prospectus. To address the material weaknesses that led to these errors, we hired a Chief Financial Officer and other senior finance personnel, initiated the implementation of an ERP system, including an internal accounting system, and initiated additional controls through the use of a third-party advertising impressions counter.

Advertising Campaigns. We generate revenue from advertisements placed on our network of web sites. We use traditional banner advertisements, interstitials and other online advertising units to design tailored marketing campaigns for each of our advertising customers. For these advertising services, we earn revenue as "impressions" are delivered. "Impressions" are the number of times that an advertisement appears in pages viewed by users. Revenue varies based on the placement of the advertisement on our network, the mix of the advertising units within a campaign and the number of impressions delivered. Advertising revenue as a percentage of our total revenue was 85% in 2002, 89% in 2003, 77% in 2004, and 69% in the first quarter of 2005.

Subscriptions and Service Contracts. We generate revenue from subscriptions for premium content and services for which our users generally subscribe for periods of one month to twelve months in length. We receive cash upfront under these arrangements, and amortize the subscription revenue ratably over the subscription period. We had $436,000 and $3.3 million of unrecognized deferred subscription revenue on our consolidated balance sheets as of December 31, 2003 and 2004, respectively.

In addition, we generate revenue from service contracts with video game developers and publishers who pay us for the right to integrate our multi-player technology into their video games and to host online multi-player gaming. As we acquired the technology that facilitates this service offering in the GameSpy acquisition, we first began recognizing revenue from these arrangements in March 2004. As of December 31, 2004, we had approximately $3.1 million of deferred revenue related to these contracts on our consolidated balance sheet.

Subscriptions and services revenue as a percentage of total revenue was 15% in 2002, 11% in 2003, 23% in 2004, and 31% in the first quarter of 2005. Although subscriptions and service revenue has increased in recent periods, we believe that advertising revenue will continue to represent the substantial majority of our total revenue in the future.

Production, Content and Fulfillment Expenses. Production, content and fulfillment expenses include the costs associated with creating and acquiring content for our web sites and the costs associated with fulfilling performance obligations under our revenue contracts. Production and content expenses consist primarily of payroll and related expenses for editorial, artistic and production staff, payments to freelance writers and artists, telecommunications and computer-related expenses for the creation of content for our web sites, and allocated corporate overhead costs, such as rent and utilities, which are based on departmental headcount. Fulfillment costs consist primarily of bandwidth costs, payroll and related expenses for operations personnel responsible for scheduling and fulfilling advertising campaigns, third-party advertising server costs, credit card and other transaction fees related to processing customer transactions and allocated corporate overhead costs. Production, content and fulfillment expenses should increase as we expand our staff of editors and our production staff in order to increase the quality and quantity of our content, and as we hire

additional operations personnel to manage the fulfillment requirements of a higher volume of advertising campaigns.

Engineering and Development Expenses. Engineering and development expenses consist primarily of payroll and related expenses for engineering and development staff, outside contractor costs and allocated corporate overhead costs. We focus our engineering and development efforts on technologies associated with our web sites and advertising product technologies and technologies associated with our hosting service contracts. We expect that engineering and development expenses will increase as we expand our advertising product offerings, features on our web sites and technology features we offer to third parties.

Sales and Marketing Expenses. Sales and marketing expenses consist primarily of salaries, commissions and related expenses for our sales and marketing staff, travel and entertainment expenses, marketing programs, which include trade shows, events, corporate communications and other brand building and product marketing expenses, and allocated corporate overhead costs. We expect that sales and marketing expenses will increase and should continue to be our largest expense category. As our revenue increases, we plan to continue to expand our sales and marketing organization in order to obtain new advertising customers, increase penetration within our existing customer base, expand our domestic and international selling and marketing activities, build brand awareness and sponsor additional marketing events.

General and Administrative. General and administrative expenses consist primarily of payroll and related expenses for corporate personnel, including our corporate executives and our accounting and finance, human resources and legal staff. In addition, general and administrative expenses include costs related to professional services, consulting fees, bad debt expenses and allocated corporate overhead costs.

We believe that general and administrative expenses will increase as a percentage of total revenue as we expand our corporate infrastructure to support future growth. In particular, we expect our executive compensation to increase as a result of the expansion of our executive team. We have recently added several executives, including a Chief Financial Officer in May 2004, an Executive Vice President, Corporate Strategy, and General Counsel in June 2004, a Vice President of Finance in June 2004 and a Vice President of Human Resources in November 2004. In addition, we expect to incur increased general and administrative expenses associated with being a public company, including higher legal and accounting fees, higher consulting fees associated with implementation of Sarbanes-Oxley Act regulations, higher directors and officers liability insurance premiums and increased costs for personnel to oversee compliance with securities laws.

Stock-Based Compensation. In connection with the grant of stock option and restricted stock awards, we have recorded deferred stock-based compensation for the difference between the exercise price or purchase price, as appropriate, and the deemed fair value for financial accounting purposes of the underlying shares of stock and option awards on the date of the grant. In 2002 and the eight months ended August 31, 2003, stock-based compensation expense related primarily to remaining amortization of deferred stock-based compensation recorded at or before the time of our initial public offering in March 2000. All deferred stock-based compensation recorded prior to our going-private transaction was fully amortized as of August 31, 2003.

Provision for Income Taxes. We are subject to federal and state income taxes. To date, we have not been subject to income taxes in any foreign jurisdiction. Our acquisition of AskMen.com may cause us to be subject to taxation in Canada. Due to our historical operating losses, we have not paid federal income taxes through the periods ended December 31, 2004. We have placed a valuation allowance against the entire amount of our net deferred tax assets as of December 31, 2003 and 2004 because of our assessment that, due to our history of operating losses and the related uncertainty about our ability to generate sufficient taxable income during the carryforward period, it is more likely than not that we will not realize the deferred tax assets. In the four months ended December 31, 2003, we utilized available net operating loss carryforwards generated prior to the going-private transaction to offset taxable income.

Our results of operations after August 31, 2003 are not comparable to our results of operations prior to August 31, 2003 because we established a new basis of accounting as a result of the going-private transaction. As the going private transaction occurred in August 2003, our 2003 results of operations include a Predecessor Company period for the eight months ended August 31, 2003, and a Successor Company period for the four months ended December 31, 2003. We have combined these periods into an annual presentation for 2003 to facilitate comparisons to our results of operations in 2002 and 2004. Our combined results for 2003 are presented for convenience of annual comparison and are not meant to be a presentation in accordance with generally accepted accounting principles.

The following tables set forth selected consolidated statements of operations data for each of the periods indicated and as a percentage of total revenue (in thousands):

As Reported and Pro Forma Revenue. On March 3, 2004, we acquired GameSpy, and from the date of the acquisition through March 31, 2005, our results of operations include the financial performance of both entities. The following table presents unaudited pro forma

revenue data for the three months ended March 31, 2004 as if the acquisition had occurred on January 1, 2004 (dollars in thousands):

Advertising Revenue. Advertising revenue increased 88% from $5.0 million in the three months ended March 31, 2004 to $9.5 million in the three months ended March 31, 2005. A significant reason for this increase was our acquisition of GameSpy in March 2004, which increased the size of our audience and provided additional inventory of web site pages on which to sell advertising placements and deliver impressions to our customers. On a pro forma combined basis after giving effect to the GameSpy acquisition, advertising revenue increased 46% from $6.5 million in 2004 to $9.5 million in 2005. We believe our revenue growth from 2004 to 2005, on a pro forma basis, was primarily attributable to the significant increase in the size of our audience as a result of our acquisition of GameSpy. With our larger audience, we were able to attract new advertising customers, develop premium priced advertising campaigns and increase our inventory of web site pages on which we could sell advertising placements and deliver impressions.

Subscriptions and Service Revenue. Subscriptions and service revenue increased 541% from $670,000 in 2004 to $4.3 million in 2005, principally reflecting the GameSpy acquisition in March 2004. On a pro forma combined basis after giving effect to the GameSpy acquisition, subscriptions and service revenue increased 95% from $2.2 million in 2004 to $4.3 million in 2005. We were required to record GameSpy deferred revenue at fair value in accordance with the purchase method of accounting as of the acquisition date, which reduced the pre-combination deferred revenue for GameSpy by $3.3 million. Amortization of pre-combination deferred revenue in the first quarter of 2004 would have resulted in an additional $230,000 of subscriptions and service revenue, for a total pro forma increase of approximately 77%, or $1.9 million, in the three months ended March 31, 2005 over the year earlier period. The pro forma increase related primarily to an increase in subscriptions revenue of approximately $170,000, which resulted from an increase in the number of subscribers from approximately 200,000 users as of March 31, 2004 to approximately 260,000 users as of March 31, 2005.

Service revenue increased approximately $459,000 in the three months ended March 31, 2005 from the year earlier period, and we commenced our Direct2Drive download service in the fourth quarter of 2004, which generated approximately $230,000 in service revenue in the first quarter of 2005.

Production, Content and Fulfillment. Production, content and fulfillment expenses increased 57% from $2.4 million in 2004 to $3.8 million in 2005. These expenses include stock-based compensation expense of $12,000 in 2004 and $36,000 in 2005. The increase of $1.4 million resulted primarily from a $569,000 increase in personnel costs associated with the expansion of our production, content and fulfillment staff, a $496,000 increase in bandwidth

costs due to increased user traffic on our network of web sites and a $300,000 increase in allocated corporate overhead costs primarily due to increased leased facilities resulting from our acquisitions and personnel expansion.

Engineering and Development. Engineering and development expenses increased 144% from $700,000 in 2004 to $1.7 million in 2005. These expenses include stock-based compensation expense of $36,000 in 2004 and $262,000 in 2005. Overall, we increased headcount in engineering and development, resulting in a personnel cost increase of $588,000. The increase of $1.0 million related primarily to the inclusion of three months of personnel costs for GameSpy employees in the first quarter of 2005 compared to one month of GameSpy personnel costs in the first quarter of 2004.

Sales and Marketing. Sales and marketing expenses increased 114% from $2.1 million in 2004 to $4.4 million in 2005. These expenses include stock-based compensation expense of $34,000 in 2004 and $27,000 in 2005. The increase of $2.3 million related primarily to a $1.4 million increase in personnel costs associated with the expansion of our sales and marketing staff and a $472,000 increase in allocated corporate overhead costs. This increase related primarily to the inclusion of three months of personnel costs for GameSpy employees in the first quarter of 2005 compared to one month of personnel costs for these employees in the first quarter of 2004. In addition, this increase includes increased commissions of $226,000 resulting from the higher revenue levels achieved in the first quarter of 2005.

General and Administrative. General and administrative expenses increased 147% from $1.2 million in 2004 to $2.9 million in 2005. These expenses include stock-based compensation expense of $151,000 in 2004 and $1.1 million in 2005. The increase of $1.7 million related to a $276,000 increase in personnel costs resulting from the expansion of our general and administrative staff, including the addition of a Chief Financial Officer and several senior finance or administrative personnel. The increase also resulted from increased professional services costs of $400,000, including tax services, consulting fees related to re-audits and restatements of prior periods and audit and legal fees.

Stock-based Compensation. Stock-based compensation expense increased from $233,000 in 2004 to $1.4 million in 2005. This increase primarily resulted from restricted stock awards to founders, and, to a lesser extent, grants of stock options to a significant majority of our employees in the third quarter of 2004. After the going-private transaction, certain key employees received stock awards in the four months ended December 31, 2003, but most employees did not receive grants until August 2004.

Amortization of Intangible Assets. Amortization of intangible assets increased from $443,000 in 2004 to $1.2 million in 2005. This increase related to a full quarter of amortization of intangible assets from the GameSpy acquisition in the first quarter of 2005 compared to one month of amortization of these assets in the first quarter of 2004, and also to amortization of intangible assets from our acquisition of Rotten Tomatoes, which occurred in the third quarter of 2004.

Restructuring and Asset Impairment Charges. Restructuring and asset impairment charges of $54,000 and $58,000 in 2004 and 2005, respectively, relate to the ongoing accretion of discounted future lease commitments for our excess facilities in New York and Connecticut. These discounted future lease commitments were accrued in a restructuring charge in 2002.

Interest Expense. Interest expense was $402,000 and $1.7 million in 2004 and 2005, respectively. These amounts resulted from interest payments, imputed interest expense and amortization of debt issuance costs for the $22.5 million of senior secured notes and $20.0 million of senior subordinated notes payable issued in connection with the GameSpy

acquisition. There was only one month of interest expense related to these debt instruments in the first quarter of 2004 compared to three months in the first quarter of 2005. In addition, interest expense for the first quarter of 2005 included imputed interest from an undiscounted $6.5 million seller-financed note payable from the Rotten Tomatoes acquisition.

Provision for Income Taxes. Provision for income taxes of $6,000 and $48,000 was recorded for federal and state taxes for 2004 and 2005, respectively.

Accretion of Preferred Stock. Accretion of preferred stock was $1.0 million and $1.4 million in 2004 and 2005, respectively. These amounts are related to accretion of Series A redeemable preferred stock and Series B redeemable preferred stock to their mandatory redemption values using the effective interest rate method. The increase between periods primarily relates to the issuance on March 3, 2004 of the second round of Series A redeemable preferred stock and the issuance of the Series B redeemable preferred stock, for each of which one month of accretion is included in the first quarter of 2004 and three months of accretion is included in the first quarter of 2005. In addition, under the effective interest rate method, quarterly accretion increases over time as dividends compound annually for the Series A redeemable preferred stock and quarterly for the Series B redeemable preferred stock.

Pro Forma Revenue. On March 3, 2004, we acquired GameSpy, and from the date of the acquisition through December 31, 2004, our results of operations include the financial performance of both entities. The following table presents unaudited pro forma revenue data for 2003 and 2004 as if the acquisition had occurred on January 1, 2003 (dollars in thousands):

Advertising Revenue. Advertising revenue increased 113% from $15.6 million in 2003 to $33.1 million in 2004. A primary reason for this increase was the acquisition of GameSpy in March 2004. On a pro forma combined basis after giving effect to the acquisition of GameSpy, advertising revenue increased 42% from $24.3 million in 2003 to $34.6 million in 2004. We believe our revenue growth from 2003 to 2004, on a pro forma basis, was primarily attributable to the significant increase in the size of our audience as a result of our acquisition of GameSpy and additional inventory of web site pages on which to sell advertising placements and deliver impressions. With our larger audience, we were able to attract new advertising customers, develop premium priced campaigns and increase our inventory of web site pages on which we could sell advertising placements and deliver impressions.

Subscriptions and Service Revenue. Subscriptions and service revenue increased 400% from $2.0 million in 2003 to $9.9 million in 2004. The primary reason for this increase was the acquisition of GameSpy in March 2004. On a pro forma combined basis after giving effect to

the acquisition of GameSpy, subscriptions and service revenue increased 5% from $10.9 million in 2003 to $11.4 million in 2004. In connection with our purchase price allocation for the GameSpy acquisition, we recorded acquired assets and liabilities at their fair values, which resulted in a reduction of pre-combination deferred revenue for GameSpy of approximately $3.3 million. Amortization of this pre-combination deferred revenue in 2004 would have resulted in an additional $2.5 million of subscriptions and service revenue, for a total pro forma increase of 27%, or $3.0 million, from 2003 to 2004. This increase related primarily to an increase in pro forma subscriptions revenue of approximately $1.7 million as a result of an increase in the number of combined subscribers from approximately 81,000 users as of December 31, 2003 to approximately 300,000 users as of December 31, 2004. This growth in our subscriber base resulted primarily from the acquisition of GameSpy and, to a lesser extent, enhancement of our premium content offering in the fourth quarter of 2004 to include an exclusive beta trial version of a premium video game title. In addition, service revenue increased approximately $700,000 in 2004, and we commenced our Direct2Drive download service in 2004, which generated approximately $400,000 in service revenue.

Production, Content and Fulfillment. Production, content and fulfillment expenses increased 101% from $6.5 million in 2003 to $13.0 million in 2004. These expenses include stock-based compensation expense of $21,000 in 2003 and $81,000 in 2004. The increase of $6.5 million resulted in part from a $2.3 million increase in personnel costs associated with an increase in staff, a $2.2 million increase in bandwidth costs resulting from increased user traffic on our web sites and a $1.4 million increase in allocated corporate overhead costs related to a significant increase in departmental headcount, which is the basis for allocating corporate overhead costs. These additions were primarily to our editorial staff and our operations staff, and many of these employees were formerly GameSpy employees.

Engineering and Development. Engineering and development expenses increased 264% from $1.7 million in 2003 to $6.0 million in 2004. These expenses include stock-based compensation expense of $109,000 in 2003 and $1.6 million in 2004. The increase of $4.3 million resulted primarily from the addition of engineering employees, which increased personnel costs by approximately $2.2 million, and, to a lesser extent, from an increase of approximately $700,000 in allocated corporate overhead costs.

Sales and Marketing. Sales and marketing expenses increased 104% from $6.8 million in 2003 to $13.9 million in 2004. These expenses include stock-based compensation expense of $63,000 in 2003 and $435,000 in 2004. The increase of $7.1 million related primarily to a $3.8 million increase in personnel costs resulting from the addition of employees and increased commissions based on higher revenue levels achieved in 2004, a $1.2 million increase in allocated corporate overhead costs, an $800,000 increase in marketing expenses related to trade shows and a $700,000 increase in travel and entertainment expenses relating to the significant expansion of our sales force. A significant amount of the increased headcount resulted from the GameSpy acquisition, which expanded our advertising business as well as added new subscriptions and service revenue that required additional sales and marketing personnel.

General and Administrative. General and administrative expenses increased 263% from $3.3 million in 2003 to $12.1 million in 2004. These expenses include stock-based compensation of $531,000 in 2003 and $6.8 million in 2004. The additional increase of $4.1 million related primarily to a $1.4 million increase in personnel costs resulting from the addition of employees, including a Chief Financial Officer and several senior finance, corporate or administrative personnel, and to increased professional services costs of

$1.2 million, resulting in part from higher auditing costs related to the re-audit and restatement of prior years.

Stock-based Compensation. Stock-based compensation expense increased from $724,000 in 2003 to $8.9 million in 2004. This increase was primarily the result of new restricted stock awards to founders and, to a lesser extent, grants of stock options to a significant majority of our employees in 2004. After the going-private transaction, certain key employees received stock awards in the four months ended December 31, 2003, but most employees did not receive grants. By the end of 2004, almost all employees had received stock option grants. In the first eight months of 2003, there were no new stock awards that resulted in deferred stock-based compensation.

Amortization of Intangible Assets. Amortization of intangible assets was $128,000 in 2003. This amortization related to intangible assets recorded in the purchase price allocation of the going-private transaction. Amortization of intangible assets was $3.8 million in 2004, which related to continuing amortization of intangible assets from the going-private transaction, as well as amortization of intangible assets from our acquisitions of GameSpy in March 2004 and Rotten Tomatoes in July 2004.

Restructuring and Asset Impairment Charges. Restructuring and asset impairment charges of $384,000 in 2003 and $219,000 in 2004 relate to the ongoing accretion of discounted future lease commitments for our excess facilities in New York and Connecticut. These discounted future lease commitments were accrued in a restructuring charge in 2002.

Write-off of IPO Preparation Costs. In 2004, we incurred $3.0 million of expenses, primarily legal and accounting, related to an initial public offering that was originally expected to occur in 2004. In the fourth quarter of 2004, we decided to delay the offering until at least 2005, and therefore expensed these deferred costs in 2004.

Interest Expense. Interest expense was $5.0 million in 2004. This related to interest payments, imputed interest expense and amortization of debt issuance costs for the $22.5 million of senior secured notes and $20.0 million of senior subordinated notes incurred in connection with the GameSpy acquisition. In addition, interest expense included imputed interest from an undiscounted $6.5 million seller-financed note payable in connection with the Rotten Tomatoes acquisition. The Company did not have any debt outstanding in 2003 and, accordingly, it did not incur any interest expense.

Provision for Income Taxes. Provision for income taxes was $664,000 and $20,000 in 2003 and 2004, respectively. We recorded a benefit from our utilization of net operating loss carryforwards as a reduction to goodwill from the going-private transaction, and as a result, recorded a charge in lieu of tax provision of $664,000 in 2003. The $20,000 of the expense recorded in 2004 related to state income tax expense.

Accretion of Preferred Stock. Accretion of preferred stock was $1.1 million in 2003 and $4.8 million in 2004. These amounts are related to accretion of Series A redeemable preferred stock and Series B redeemable preferred stock to their mandatory redemption values using the effective interest rate method. Accretion of preferred stock in 2003 related to the issuance of Series A redeemable preferred stock on August 31, 2003 in connection with our going-private transaction. The increase in 2004 primarily related to the issuance on March 3, 2004 of the second round of Series A redeemable preferred stock and the issuance of the Series B redeemable preferred stock. In addition, under the effective interest rate method, accretion of preferred stock increases over time as dividends compound annually for the Series A redeemable preferred stock and quarterly for the Series B redeemable preferred stock.

Advertising Revenue. Advertising revenue increased 62% from $9.6 million in 2002 to $15.6 million in 2003. We believe that this increase was attributable primarily to the improving online advertising market from 2002 to 2003. In 2002, the online advertising market had only begun to emerge from the significant market downturn that occurred in 2000 and 2001. In 2003, we experienced increasing sales from our core market of video game publishers, and we began to see participation in online advertising campaigns from customers in other vertical markets, primarily consumer products companies and entertainment studios.

Subscriptions and Service Revenue. Subscriptions and service revenue increased 20% from $1.6 million in 2002 to $2.0 million in 2003. We believe that this increase related to an increase in the number of subscribers from approximately 73,000 users as of December 31, 2002 to approximately 81,000 users as of December 31, 2003.

Production, Content and Fulfillment. Production, content and fulfillment expenses increased 5% from $6.1 million in 2002 to $6.5 million in 2003. These expenses include stock-based compensation expense of $44,000 in 2002 and $21,000 in 2003. The increase of $400,000 related primarily to a $700,000 increase in personnel costs resulting from the addition of employees, a $100,000 increase in temporary employment costs and a $100,000 increase in bandwidth costs resulting from increased user traffic on our web sites. These increases were offset by a decrease in allocated corporate overhead costs of approximately $500,000 related primarily to the restructuring that we implemented in the third quarter of 2002.

Engineering and Development. Engineering and development expenses increased 12% from $1.5 million in 2002 to $1.7 million in 2003. These expenses include stock-based compensation expenses of $19,000 in 2002 and $109,000 in 2003. The increase of $200,000 related to increased personnel costs of approximately $200,000 and a $100,000 increase in temporary employment costs, offset by a $200,000 decrease in allocated corporate overhead costs.

Sales and Marketing. Sales and marketing expenses increased 28% from $5.3 million in 2002 to $6.8 million in 2003. These expenses include stock-based compensation expenses of $441,000 in 2002 and $63,000 in 2003. The increase of $1.5 million related primarily to a $1.7 million increase in personnel costs associated with the addition of sales and marketing employees in 2003 and increased commissions resulting from the significantly higher advertising revenue levels achieved in 2003. These increases were offset in part by a $300,000 decrease in allocated corporate overhead costs.

General and Administrative. General and administrative expenses decreased 18% from $4.1 million in 2002 to $3.3 million in 2003. These expenses include stock-based compensation expense of $447,000 in 2002 and $531,000 in 2003. The decrease of $800,000 related primarily to a $500,000 reduction in public company staffing and other related costs following our going-private transaction in the third quarter of 2003. The decrease also related to a $200,000 decrease in personnel costs resulting in part from the termination of two of our executive officers in 2002. In addition, this decrease related to a $400,000 reduction in allocated corporate overhead costs.

Stock-based Compensation. Stock-based compensation expense was $951,000 in 2002 and related primarily to the amortization of remaining deferred stock-based compensation

associated with prior year grants to two former executives who were terminated in 2002. Stock-based compensation expense was $724,000 in 2003 and primarily related to stock option and restricted stock grants to certain key employees following the going-private transaction in the four months ended December 31, 2003.

Restructuring and Asset Impairment Charges. In 2002, we incurred $6.7 million of restructuring and asset impairment charges related primarily to lease buy-out charges for our headquarters facility; the present value of future minimum lease payments, net of estimated sublease income, for excess sales office facilities in New York and Connecticut; and the write-off of leasehold improvements in these excess facilities. The estimated costs of abandoning the excess facilities, including estimated sublease income, were based primarily upon market information pertaining to lease rates and our incremental borrowing rates. Restructuring and asset impairment charges of $384,000 in 2003 relate to the ongoing accretion of discounted future lease commitments for these excess facilities.

Gain on Sale of Assets. In 2002, we completed the sale of our HighSchoolAlumni.com network for approximately $1.0 million in cash. We recorded a gain of $1.1 million for this transaction, which represented the sum of cash received and the net book values of the net liabilities assumed by the buyer.

Expenses Related to Going-Private Transaction. In the eight months ended August 31, 2003, we incurred $1.1 million of expenses related to the going-private transaction. These expenses were comprised primarily of legal, accounting and other professional services fees for the preparation of our proxy statement and other materials necessary to complete this transaction.

Provision for Income Taxes. In 2003, we recorded a benefit from our utilization of net operating loss carryforwards as a reduction of goodwill from the going-private transaction and, as a result, recorded a charge in lieu of tax of $664,000.

Accretion of Preferred Stock. Accretion of preferred stock was $1.1 million in the year ended December 31, 2003. This amount represented accretion of Series A redeemable preferred stock issued on August 31, 2003 in connection with our going-private transaction to its mandatory redemption value using the effective interest rate method.

The following table sets forth unaudited quarterly consolidated statement of operations data for each of the six quarters in the period ended March 31, 2005. In our opinion, this data has been prepared on the same basis as the audited consolidated financial statements included in this prospectus, and reflect all necessary adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of this data.

Our quarterly results of operations have varied significantly in the past and we expect our quarterly operating results to vary significantly in the future. Our results of operations for any historical period are not necessarily indicative of results of operations for the full year or for any future period.

Quarterly trends in our advertising revenue reflect seasonal increases in the fourth quarter because customers typically run promotional campaigns during the holiday buying season. As a result, advertising revenue in the first quarter of each year tends to be lower than the fourth quarter of the prior year. The increase in the second quarter of 2004 compared to the first

quarter of 2004 resulted in part from this being the first full quarter of combined operations of GameSpy and IGN.

Subscriptions and service revenue does not follow the seasonal trends of our advertising revenue. Our subscriptions and service revenue and the related increase in our subscribers base has increased from quarter to quarter due to increases in user traffic to our web sites over the course of these quarters and our ability to convert a percentage of these additional users into paying subscribers. The significant increase in subscriptions and service revenue in the second quarter of 2004 resulted in part from this being the first full quarter of combined operations of GameSpy and IGN. GameSpy had a much more substantial subscription business than we did before the acquisition. We have experienced and expect to experience from time to time in future quarters unusually high increases in monthly subscriptions related to new content available exclusively to subscribers on our network of web sites. For example, in the fourth quarter of 2004, we experienced particularly high levels of new subscriptions due to our exclusive arrangement to digitally distribute an exclusive beta trial version of a premium video game title. Following these subscription increases, the subscribers we gained might not renew and our overall renewal rates could decline.

Production, content and fulfillment, engineering and development, sales and marketing and general and administrative expenses increased in the first and second quarters of 2004 in part as a result of our acquisition of GameSpy in March 2004.

Engineering and development expenses have increased since the first quarter of 2004 as we added personnel to support development of our advertising products, features of our web sites and features of software products that we offer to third parties for multi-player hosting functionality.

Sales and marketing expenses have increased since the first quarter of 2004 because we added personnel to pursue developing vertical markets, in particular the consumer products and entertainment markets. In the second quarter of 2004, we incurred higher marketing expenses related to our yearly participation in E3, a major annual video game trade show, and in the fourth quarter of 2004 we incurred higher commissions related to the seasonal increase in advertising revenue.

General and administrative expenses have increased since the first quarter of 2004 primarily as a result of increases in our finance and administration staff to support our growth. In the second quarter of 2004, we hired three corporate officers, and in the fourth quarter of 2004 we hired an additional corporate officer. In the third quarter of 2004, we incurred lower professional service fees compared to the second and fourth quarters of 2004. In the second and fourth quarters, we incurred higher professional service fees related primarily to our audits.

Stock-based compensation expenses increased significantly in the second quarter of 2004 as a result of stock option and restricted stock awards to key officers, some of which vested immediately upon the grant date. Stock-based compensation expense related to the grants declined in subsequent quarters as deferred stock-based compensation was amortized on a graded vesting schedule in accordance with FIN No. 28.

In each of 2002, 2003, 2004 and the three months ended March 31, 2005, we incurred net operating losses, and, at March 31, 2005, we had an accumulated deficit of $23.3 million. In 2002, we experienced negative operating cash flows, primarily as a result of these losses. In 2003, we experienced negative operating cash flow as a result of our losses, an increase in

accounts receivable and a decrease in accounts payable. In 2004 and the three months ended March 31, 2005, we generated positive operating cash flows. In addition to these recent positive operating cash flows, our primary sources of liquidity have been private placements of preferred stock and common stock and the issuance of long-term debt. In the future, we anticipate that our primary sources of liquidity will be cash flows from operating activities and the proceeds of this offering. Our cash and cash equivalents were $7.0 million and $8.8 million as of December 31, 2004 and March 31, 2005, respectively.

Our net cash provided by operating activities was $4.4 million for the three months ended March 31, 2004, as compared to $4.9 million for the three months ended March 31, 2005. This positive cash flow in the first quarters of 2004 and 2005 related to net losses in each period offset by significant non-cash expenses including depreciation and amortization, stock-based compensation expense and amortization of intangible assets. The seasonal nature of our business also typically results in approximately 40% of our revenue occurring in the fourth quarter. As a result, we experience an increase in accounts receivable at the end of the fourth quarter that results in positive cash flows from collections of these receivables in the first quarter. In addition, our deferred revenue related to subscriptions and service contracts increased in these periods. Net cash provided by operating activities was $7.9 million in 2004 compared to net cash used of $5.9 million in 2002 and $4.9 million in 2003. During 2004, we generated positive cash flows related to a net loss offset by significant non-cash expenses including depreciation and amortization, stock-based compensation expense and amortization of intangible assets. Additionally we generated positive cash flows from a $2.5 million increase in accounts payable and accrued liabilities and a $7.1 million increase in deferred revenue. These positive cash flows were offset by a $4.6 million increase in accounts receivable caused primarily by the year over year growth in advertising revenue in the fourth quarter. The negative cash flows in 2002 and 2003 related primarily to net losses of $4.7 million and $500,000, respectively, excluding non-cash charges for stock compensation, depreciation of fixed assets, asset impairments, non-cash restructuring charges and other non-cash charges. In addition, in these two years, accounts receivable increased by $1.3 million and $3.8 million, respectively, and accounts payable and accrued liabilities decreased by $1.0 million and $4.3 million, respectively. These negative cash flows in 2002 and 2003 were offset by increases in accrued restructuring charges of $785,000 and $1.3 million, respectively, and an increase in deferred revenue of $2.4 million in 2003. In the future, we expect to experience further increases in accounts receivable related to higher advertising revenue, with seasonal increases in the fourth quarter. We also expect that the use of cash related to higher accounts receivable will be offset by growth in our deferred revenue related to increasing subscriptions and hosting contract services.

Our net cash used in investing activities was $52.7 million in the three months ended March 31, 2004 compared to $3.1 million in the three months ended March 31, 2005. The primary component of net cash used in investing activities in the three months ended March 31, 2004 was $48.5 million of net cash used to purchase GameSpy. Net cash used in investing activities in the three months ended March 31, 2005 was comprised of $1.8 million in purchases of fixed assets and $1.3 million related to the acquisition of 3D Gamers. Net cash used in investing activities was $29.2 million in 2003 and $57.2 million in 2004. In addition to purchases of fixed assets of $1.6 million and $1.9 million in these respective years, we invested cash primarily in acquisitions. In 2003, we used $25.2 million in cash to purchase our outstanding common stock in our going-private transaction, and we used $610,000 of cash to acquire TeamXBox. In 2004, in addition to the cash used to purchase GameSpy, we used $2.8 million to purchase Rotten Tomatoes. Net cash of $179,000 provided by investing activities in 2002 related to $1.0 million of cash proceeds from the sale of our HighSchoolAlumni.com web site, offset by $500,000 in purchases of short-term investments and $321,000 in purchases of fixed assets. During these periods, our purchases of fixed assets related primarily to servers and other equipment to support our web sites, and personal computers, servers, software and fixtures to support our personnel and internal operations. We expect to continue to invest in our web site infrastructure, operations equipment and facilities to support our growth. It is also likely that we will continue to use cash in the future to fund additional acquisitions.

Our net cash provided by financing activities was $54.4 million in the three months ended March 31, 2004 and $0 in the three months ended March 31, 2005. Our net cash provided by financing activities was $35.0 million in 2003 and $54.5 million in 2004. In each of these periods, we increased cash through the issuance of preferred stock and common stock, primarily to fund our acquisitions and execute our going-private transaction. In 2004, we also raised $37.3 million from the issuance of long-term debt. In 2002, net cash provided by financing activities was $379,000, which was primarily comprised of a $2.0 million private placement of common stock, offset by $1.6 million to repay equipment financing obligations.

We believe that the net proceeds of this offering, our current cash and cash equivalents, totalling $8.8 million, and any cash flows from operations will be sufficient to meet our anticipated cash needs, including for working capital purposes, capital expenditures and various contractual obligations, for at least the next 12 months. We may, however, require additional cash resources due to changed business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If these sources are insufficient to satisfy our cash requirements, we may seek to sell debt securities or additional equity securities or to obtain a credit facility. The sale of convertible debt securities or additional equity securities could result in additional dilution to our stockholders. The incurrence of further indebtedness would result in higher debt service obligations and could result in additional operating and financial covenants that would restrict our operations. In addition, we cannot assure you that any additional financing will be available on acceptable terms, if at all. Although there are no present understandings, commitments or agreements with respect to the acquisition of any other businesses or technologies, we may, from time to time, evaluate acquisitions of other businesses or technologies that we believe will enhance our competitiveness.

As of March 31, 2005, we had $44.3 million of indebtedness, as summarized in the following table (in thousands):

On March 3, 2004, we issued senior secured notes to a financial institution in the aggregate amount of $22.5 million in connection with our merger with GameSpy. All of our other liabilities are subordinate to the senior secured notes, and these notes are collateralized by all of our assets. The senior secured notes bear interest at a rate equal to the three-month LIBOR rate plus 7.5% per annum (10.06% as of March 31, 2005), payable quarterly in arrears. The senior secured notes are due on March 31, 2009. However, after March 15, 2005, we may redeem all or any part of the senior secured notes at a price equal to (1) the unpaid principal balance plus (2) accrued and unpaid interest through the date of redemption plus (3) a premium percentage applied to the amount being redeemed. Upon the closing of this offering or a change of control, the holders of senior secured notes are entitled to receive full payment of the unpaid principal balance plus accrued and unpaid interest. In addition, for fiscal years in which we generate positive cash flows from operations, net of cash flows from investing activities, we must offer the holders of senior secured notes up to 75% of this cash flow to repay that amount of the principal and accrued interest.

On March 3, 2004, we also issued senior subordinated notes to a financial institution in the aggregate amount of $20.0 million in connection with our merger with GameSpy. All of our liabilities other than the senior secured notes are subordinate to the senior subordinated notes, and these notes are collateralized by all of our assets. The senior subordinated notes

bear interest at the rate of 12% per annum, payable quarterly in arrears. The senior subordinated notes are due on March 3, 2010. However, we may redeem all or any part of the senior subordinated notes at any time at a price equal to (1) the unpaid principal balance plus (2) accrued and unpaid interest through the date of redemption plus (3) a premium percentage applied to the amount being redeemed.

The senior secured notes and the senior subordinated notes require that we maintain certain covenants, including financial covenants that require minimum EBITDA, interest ratios and leverage ratios. As of December 31, 2004 and March 31, 2005, we were not in compliance with the interest coverage ratio covenant of the senior secured notes. We have received a waiver for this non-compliance from the senior secured notes holder, and the senior secured notes and the senior subordinated notes have been amended to adjust the interest coverage ratios in future periods to amounts that allow for our anticipated levels of total interest expense. In addition, both agreements have been amended to remove the write-off of the IPO preparation costs from the calculation of EBITDA and related covenant calculations. If we are not in compliance with any of these covenants in the future and we do not receive a waiver for our non-compliance, the holders of the senior secured notes and the senior subordinated notes would have the ability to demand immediate payment of all amounts outstanding.

In connection with our acquisition of Rotten Tomatoes in July 2004, the selling shareholders of Rotten Tomatoes financed on a non-interest bearing basis a portion of the purchase price totaling $6.5 million.

In connection with our acquisition of 3D Gamers in February 2005, the selling shareholders of 3D Gamers financed on a non-interest bearing basis a portion of the purchase price totaling $800,000.

In May 2005, we incurred an additional $13.5 million of senior secured notes with the same financial institution in connection with our acquisition of AskMen.com with substantially the same terms and conditions, including the maturity date of March 31, 2009, as the original issuance.

We expect to repay our senior secured notes and senior subordinated notes upon the closing of this offering.

We have issued 39,922,957 shares of Series A redeemable preferred stock for an aggregate face value of approximately $39.9 million. In addition, we have issued 56,298 shares of Series B redeemable preferred stock for a face value of $10.0 million.

Holders of Series A redeemable preferred stock are entitled to receive, when and if declared by our board of directors, prior to the payment of any dividends on the common stock or any other class or series of capital stock ranking with respect to the payment of dividends junior to the Series A redeemable preferred stock, dividends at a rate of 6% per annum from the date of issuance. These dividends are cumulative and are compounded annually, whether or not they are declared by our board of directors. The Series A redeemable preferred stock is subject to mandatory redemption, at the option of the holders, on March 3, 2011 or upon the closing of this offering. The redemption value is equal to the aggregate face value of the Series A redeemable preferred stock plus all accumulated but unpaid dividends, which was approximately $43.6 million as of March 31, 2005.

The holder of Series B redeemable preferred stock is entitled to receive, when and if declared by our board of directors, prior to the payment of any dividends on the Series A redeemable preferred stock, common stock or any other class or series of capital stock

ranking with respect to the payment of dividends junior to the Series B redeemable preferred stock, dividends at a rate of 13.5% per annum from the date of issuance. These dividends are cumulative and are compounded quarterly, whether or not they are declared by our board of directors. The Series B redeemable preferred stock holder has a mandatory distribution right, which entitles it to require us to pay in cash an amount equal to its mandatory distribution amount on March 3, 2010 or upon the closing of this offering. The mandatory distribution amount is equal to the face value of the Series B redeemable preferred stock plus all accumulated but unpaid dividends plus a prepayment penalty, which aggregated approximately $11.8 million as of March 31, 2005. In addition, the Series B redeemable preferred stock is subject to mandatory redemption at our option after payment in full of all of our outstanding senior secured notes and senior subordinated notes and the mandatory distribution described above. The redemption price is a participation amount equal to approximately 10.5% of the amount distributable to the holders of Series A redeemable preferred stock upon redemption plus 1,125,960 shares of common stock.

We expect to redeem all outstanding Series A redeemable preferred stock, including payment of accrued and unpaid dividends, and all outstanding Series B redeemable preferred stock, including the Series B participation amount, in the amount of $49.6 million. This amount assumes this offering closes as of September 30, 2005. Upon redemption of the Series B preferred stock, we will also issue 1,125,960 shares of common stock. We also expect to pay a $12.6 million mandatory distribution on all outstanding shares of Series B redeemable preferred stock, which Banc of America Capital Investors, L.P., is expected to elect to receive, as required by their terms.

Our major contractual obligations as of March 31, 2005 relate to our indebtedness, redeemable preferred stock and operating leases. We have summarized in the table below our fixed contractual cash obligations, assuming all of the debt and preferred stock are redeemed upon their maturity or earliest mandatory redemption dates (in thousands):

We do not have any material contingent liabilities. In addition, we do not have any off-balance sheet guarantees, interest rate swap transactions, foreign currency forward contracts or other off-balance sheet arrangements.

Our interest expense is exposed to adverse changes in short-term interest rates. We do not have interest rate swap or other fair value hedges to mitigate this risk. Based upon $22.5 million of variable rate debt outstanding as of December 31, 2004, a 100 basis point

change in interest rates would cause a $225,000 change to pre-tax income. Investments in both fixed rate and floating rate interest earning instruments carry some interest rate risk. The fair value of fixed rate securities may fall due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Partly as a result of this, our future interest income may fall short of expectations due to changes in interest rates or we may suffer losses in principal if we are forced to sell securities that have fallen in estimated fair value due to changes in interest rates. However, as substantially all of our cash equivalents consist of bank deposits and short-term money market instruments, we do not expect any material change in our net income from these instruments as a result of an interest rate change.

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. On an ongoing basis, we evaluate our estimates based on historical experience and our accounting policies based on information available at the time. Our actual results may differ from these estimates under different assumptions or conditions.

We believe that of our significant accounting policies, which are described in Note 1 of the notes to our consolidated financial statements, the following accounting policies involve a greater degree of judgment and complexity. Accordingly, these are the policies which most frequently require us to make estimates and judgments and we believe are the most critical in fully understanding and evaluating our consolidated financial condition and results of operations.

As more fully described in Note 1 to our consolidated financial statements, we recognize revenue in accordance with SEC Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements," as amended by Staff Accounting Bulletin No. 104, "Revenue Recognition." On September 1, 2003, we adopted Emerging Issues Task Force, or EITF, Issue No. 00-21, "Revenue Arrangements with Multiple Deliverables." Specifically, in connection with each revenue transaction, we must evaluate whether each of the following conditions are satisfied:

Persuasive Evidence of an Arrangement Exists. We consider a binding insertion order or a signed agreement to be persuasive evidence of the existence of an arrangement. For subscription revenue, we consider receipt of a customer credit card charge to be persuasive evidence of the existence of an arrangement.

Delivery Has Occurred. Advertising revenue is derived principally from short-term fixed fee advertising contracts in which we typically guarantee a minimum number of impressions or pages to be delivered to users over a specified period of time. Advertising revenue is recognized at the lesser of (1) a time-based straight line calculation over the term of the contract or (2) the ratio of advertisement impressions delivered to total impressions to be delivered under the contract up to the billable amount. The Company generally meets its guaranteed minimum number of impressions during the contractual time period. To the extent that minimum guaranteed number of impressions are not delivered within the contractual time period, we continue to defer recognition of the corresponding revenue until the guaranteed number of impressions is achieved.

Certain advertising contracts include both impression-based products and non-impression based services. We have determined that we do not have a basis to allocate fair value between these elements, and therefore we account for these contracts as a single element as defined in Emerging Issues Task Force, or EITF, Issue No. 00-21, "Accounting for Revenue Arrangements with Multiple Deliverables." Accordingly, we defer all revenue for these contracts until the non-impression based services have begun to be delivered. Upon initiation of delivery of the non-impression based services, we recognize revenue, using the lesser of straight line or actual method up to the billable amount, for the cumulative impressions that have been delivered through that date, and we recognize revenue for the remaining impressions using the lesser of straight line or actual method until full delivery has occurred. As of December 31, 2003 and 2004, and March 31, 2005, $0, $6,000 and $430,000 of revenue was deferred as the non-impression service delivery had not begun on certain campaigns.

The Fee is Fixed or Determinable. Our standard payment terms are net 30 days from the invoice date. When an arrangement includes standard payment terms, we regard the fee as fixed or determinable, and we recognize revenue upon delivery, assuming other revenue recognition criteria are met.

Collectibility is Probable. To recognize revenue, we must judge collectibility of the fees due from the customer, which we do on a customer-by-customer basis pursuant to our credit review policy. For a new customer, we evaluate the customer's financial position and ability to pay. If we determine that collectibility is not probable based upon our credit review process or the customer's payment history, we recognize revenue on a cash basis.

At the end of each accounting period, we make estimates of the collectibility of our accounts receivable to determine the adequacy of our allowance for doubtful accounts. To determine this estimate, we review the collectibility of accounts receivable on an account-by-account basis based on our analysis of the payment history, operations and finances of each account and establish a specific reserve for any particular receivable when we determine collectibility is not probable. For all other accounts, we review historical bad debt trends, general and industry specific economic trends, customer concentrations and current payment patterns to estimate the reserve necessary for payment defaults that cannot be specifically identified but can be expected with reasonable probability to occur in the future. If the financial condition of any of our customers or the health of the general economy deteriorates, impairing our customer's ability to make payments, we may need to establish additional allowances. As of December 31, 2003 and 2004, and as of March 31, 2005, our allowance for doubtful accounts as a percentage of accounts receivable was 4.4%, 3.6% and 2.2%, respectively. At March 31, 2005, a one-percentage point deviation in our allowance for doubtful accounts as a percentage of accounts receivable would have resulted in an increase or decrease in expense of approximately $101,000.

From the date of the going-private transaction through March 31, 2005, we granted stock awards and options with exercise prices ranging from $0.0005 per share to $15.00 per share and deemed fair values for accounting purposes for the same period ranging from $0.70 per share to $11.00 per share, resulting in deferred stock-based compensation of $2.1 million for the four months ended December 31, 2003, $14.0 million for the year ended December 31, 2004 and $82,000 for the three months ended March 31, 2005. All stock options and restricted stock that we have granted to our employees and directors under our equity plans were

intended to be exercisable at a price per share not less than the fair value of the shares of our common stock underlying those options or stock awards on their respective dates of grant. Because there was no public market for our shares following our going-private transaction, our board of directors determined these exercise prices in good faith, based on the best information available to them and our management at the time of grant.

We obtained valuations of our common stock from an independent valuation firm as of August 31, 2003 (going-private transaction), March 3, 2004 (GameSpy acquisition) and March 31, 2005. As the first two of these valuations were performed retrospectively, our board of directors did not have them for reference when estimating the fair value of common stock on those dates. Our board of directors had the March 31, 2005 valuation available when it determined the fair value of common stock for grants subsequent to that date. Our board of directors relied primarily upon its assessment of the following factors when determining the fair value of our common stock on various grant dates:

Subsequently, in anticipation of this offering, we reassessed the valuations of our common stock using a retrospective valuation performed by management, which required us to make complex and subjective judgments. We utilized the independent valuation reports to establish common stock valuations at points in time during the period evaluated, and we assessed substantially the same information considered by the board of directors to determine estimated changes in the deemed fair value of our common stock at interim points between these valuation dates.

Although it is reasonable to expect that the completion of this offering will add value to our common stock because it will have increased liquidity and marketability, the amount of additional value cannot be determined with precision or certainty.

We recognize stock-based compensation expense as we amortize the deferred stock-based compensation amounts on an accelerated basis over the related graded vesting periods, which is generally four years.

Future annual amortization of deferred stock-based compensation for restricted common stock and stock options as of December 31, 2004 is as follows (in thousands):

Year ending December 31:
2005	$	4,443
2006		1,780
2007		363
2008		32

We allocate the purchase price of acquired companies to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. We have engaged an independent third-party valuation firm to assist in determining the fair values of assets

acquired and liabilities assumed. Such a valuation requires management to make significant estimates and assumptions, especially with respect to intangible assets.

Management makes estimates of fair value based upon assumptions believed to be reasonable. These estimates are based on historical experience and information obtained from the management of the acquired companies. Critical estimates in valuing certain of the intangible assets include but are not limited to: future expected cash flows from revenue arrangements, subscription models, consulting contracts, customer contracts, and acquired developed technology and patents; expected costs to develop the technology into commercially viable products and estimating cash flows from the projects when completed; the acquired company's brand awareness and market position, as well as assumptions about the period of time the acquired brand will continue to be used in the combined company's product portfolio; and discount rates. These estimates are inherently uncertain and unpredictable. Assumptions may be incomplete or inaccurate, and unanticipated events and circumstances may occur which may affect the accuracy or validity of such assumptions, estimates or actual results.

Our financial projections may ultimately prove to be inaccurate and unanticipated events and circumstances may occur. Therefore, no assurance can be given that the underlying assumptions used to project revenues and costs to develop such products will transpire as anticipated.

We annually assess potential impairments of our goodwill in accordance with Statement of Financial Accounting Standards, or SFAS, No. 142, "Goodwill and Other Intangible Assets." We perform our annual assessment as of December 31 of each year. We assess impairment of our other long-lived assets in accordance with the provisions of SFAS No. 144, "Accounting for the Impairment or Disposal of Long-lived Assets." An impairment review is performed whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors considered by us in measuring our fair value include significant underperformances relative to expected historical or projected future operating results; significant changes in the manner of use of the acquired assets or the strategy for our overall business; and significant negative industry or economic trends.

SFAS No. 142 requires a two-step process for evaluating whether goodwill has been impaired. The first step of the goodwill impairment test compares the fair value of the company with its carrying value, including goodwill. If the fair value exceeds its carrying amount, goodwill is not impaired. If the carrying value exceeds its fair value, we compare the fair value of goodwill with the carrying value of that goodwill. If the carrying value of goodwill exceeds the fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. In January 2002, we recorded a charge of $1,949,000 related to the impairment of goodwill as a cumulative effect of adoption of accounting principle upon our adoption of SFAS 142.

When we determine that the carrying value of a long-lived asset, other than goodwill, may not be recoverable based upon the existence of one or more of the above indicators of impairment, we estimate the future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected future undiscounted cash flows and eventual disposition is less than the carrying amount of the asset, we recognize an impairment loss. We report an impairment loss in the amount by which the carrying amount of the asset exceeds the fair value of the asset, based on the fair market value if available, or discounted cash flows if not.

In assessing recoverability of our goodwill and other intangible assets, we must make assumptions regarding estimated future cash flows and the other factors discussed above to determine the fair value of the respective assets. Assumptions and estimates about future values and remaining useful lives are complex and often subjective. Although we believe the assumptions and estimates we have made in the past have been reasonable and appropriate, different assumptions and estimates could materially impact our reported financial results.

In August 2003 and March 2004, we sold Series A preferred stock and common stock for combined proceeds totaling approximately $40,000,000. The fair values of these equity instruments were determined by independent valuations performed as of the date of issuance of the instruments in accordance with the provisions of Accounting Principles Board, or APB, No. 14, "Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants," and we determined the allocation of fair values based upon these reports. The amount of value allocated to common stock affects the amount of accretion recorded in the statements of operations. If a higher value was allocated to common stock, a lower value would be allocated to the Series A preferred stock which could result in higher accretion. In addition, in March 2004 we issued senior subordinated notes payable, detachable warrants, embedded prepayment penalty and Series B preferred stock to one holder for total proceeds of $30,000,000. The total proceeds from each of these financing transactions were also allocated to the individual debt and equity instruments based upon their fair values in accordance with APB No. 14 based on valuations from an independent valuation firm. The amount of value allocated to the warrants and embedded prepayment penalty affects the amount of interest expense and accretion recorded in the statements of operations. If a higher value was allocated to the warrants and the embedded prepayment penalty, a lower value would be allocated to the notes payable and Series B instruments which could result in additional interest expense and higher accretion.

The fair values of the individual instruments and embedded features for Series A and common stock are as follows:

The fair values of the individual instruments and embedded features, the senior subordinated notes payable, detachable warrants, embedded prepayment penalty derivatives and Series B redeemable preferred stock are as follows:

		Date of Issuance (March 3, 2004)
		Gross Fair Value		Allocated Fair Value
Senior subordinated notes		$	19,558	$	15,331
Detachable warrants			2,370		1,868
Series B redeemable preferred			15,763		12,256
Prepayment derivative—senior subordinated notes			381		381
Prepayment derivative—Series B redeemable preferred			164		164

	Total	$	38,236	$	30,000

The fair values of the derivatives were determined based upon independent valuations of the derivatives in accordance with SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." Changes in the fair values of these derivatives relate primarily to changes in the applicable prepayment rate under the terms of the agreements and the probability of a liquidation event. If our estimate of the applicable prepayment rate or the likelihood of a liquidation event are different from actual results, the fair value of the derivatives could be understated and our results of operations could be overstated. The fair values and changes in fair values for these derivatives as of and for the year ended December 31, 2004 and as of and for the three months ended March 31, 2005 are as follows (in thousands):

		Fair Value on March 3, 2004		Change in Fair Value			Fair Value on December 31, 2004		Change in Fair Value			Fair Value on March 31, 2005
Senior secured notes derivative		$	533	$	63		$	596	$	24		$	620
Senior subordinated notes derivative			381		(22	)		359		4			363
Series B redeemable preferred stock derivative			164		15			179		(49	)		130

	Total	$	1,078	$	56		$	1,134	$	(21	)	$	1,113

The carrying values of our Series A and Series B redeemable preferred stock are equal to the fair value of the instrument on the date of issuance plus cumulative accretion using the effective interest rate method to its mandatory redemption value. If these instruments are redeemed prior to their mandatory redemption date, the carrying value of the instruments will be less than their redemption values. Assuming an effective date of September 30, 2005 for this offering, we will record an aggregate accretion of $15.0 million on that date to increase the carrying values of Series A and Series B redeemable preferred stock to their redemption values.

In addition, we amortize debt issuance costs using the effective interest rate method over the term of the related debt instrument. If the debt is repaid prior to its maturity date, the remaining unamortized debt issuance costs will be charged to interest expense on the date of repayment. Assuming an effective date of September 30, 2005 for this offering and the

retirement of all of our debt on that date, we will write-off approximately $1.8 million of unamortized debt issuance costs on that date.

A significant amount of our deferred tax assets and liabilities arose in periods preceding our going private transaction in August 2003. We recorded a full valuation allowance against these net deferred assets at the time of the going private transaction as we concluded that it was not likely that we would realize their value. To the extent that we realize value from any of these net deferred tax assets in periods subsequent to the going private transaction through reduction of the related valuation allowance, we will record any related benefits as a reduction to goodwill from the going private transaction in accordance with Statement of Financial Accounting Standards No. 109.

We periodically review the likelihood that we will realize the value of our deferred tax assets and liabilities to determine if a valuation allowance is necessary. We have maintained a full valuation allowance because we concluded that it was more likely than not we would not realize the value of our net deferred tax assets, in light of our history of net operating losses and potential limitations on the utilization of net operating loss carryforwards. If we determine in the future that it is more likely than not that we will realize any future deferred tax assets for which we previously provided a valuation allowance, we would reduce the existing valuation allowance and recognize income or reduce goodwill, as appropriate, in the amount of the reduction. Our going-private transaction in August 2003 likely caused an ownership change, as defined in Internal Revenue Code Section 382. As a result, the ability to realize the potential benefit in the future of tax losses and tax credits that existed at the time of the ownership change has been significantly reduced. Our deferred tax asset and related valuation allowance has been reduced as a result. We have not finished our Section 382 study. The net operating loss and tax credit carryforwards included in our gross deferred tax asset reflect our best estimate of the potential future benefit of these items available to us. Our future tax liabilities depend in part on our ability to use tax losses and tax credits that we have generated. Therefore any change to our ability to use these losses and credits could significantly change our future tax liabilities.

In December 2004, the FASB issued SFAS No. 123R, "Share Based Payment," which will require all companies to measure compensation cost for all employee share-based payments at fair value. SFAS No. 123R eliminates the alternative of using the intrinsic-value method of accounting under APB No. 25, which was allowed under the original provisions of SFAS No. 123. Since we currently report share-based compensation using the intrinsic-value method, the adoption of this standard is expected to have a material impact on our consolidated statement of operations, as we will be required to recognize the cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of those awards. On April 14, 2005, the Securities and Exchange Commission delayed the effective date of SFAS No. 123R, so that we will now be required to implement the provisions of SFAS No. 123R beginning January 1, 2006. Although we have not yet determined whether the adoption of SFAS No. 123R will result in amounts that are similar to the current pro forma disclosures under SFAS No. 123, we are evaluating the requirements under SFAS No. 123R and expect the adoption to have a significant adverse impact on our consolidated statements of operations and net income (loss) per share.

We are the leading community-based Internet media and services company for video gaming. We own and operate an extensive network of branded web sites that provide content and services to consumers, advertisers and publishers and developers of video games and other forms of digital entertainment. Our major video game-related web sites include IGN.com, GameSpy, TeamXbox, FilePlanet, 3D Gamers, Direct2Drive, GameStats.com and a number of owned and affiliated web sites within our Vault and Planet networks. We also own and operate two entertainment web sites focused on movie-related content, IGN FilmForce and Rotten Tomatoes, and a male lifestyle web site, AskMen.com. We have established a central position in the video game sector that enables us to enhance the game play experiences of consumers, and to provide a cost-effective marketing platform for advertisers and for video game publishers, throughout a video game's lifecycle.

Our video game-related web sites attract one of the largest concentrated audiences of young males on the Internet. In April 2005, our network of owned and affiliated video game-related web sites attracted approximately 18.6 million unique visitors worldwide, our movie-related web sites attracted an additional 4.3 million unique visitors, and our male lifestyle web site, AskMen.com, which we acquired in May 2005, attracted an additional 3.5 million unique visitors, according to comScore Media Metrix. Unique visitors are defined by comScore Media Metrix as the estimated number of different individuals that visited any content of a web site during the reporting period. Our network of video game-related web sites has consistently had one of the highest audience compositions of unique male visitors aged 18 to 24 and 18 to 34 of all Internet networks according to the Fall 2004, Winter 2005, Spring 2005 and Summer 2005 releases of Nielsen//NetRatings' @Plan reports. Our users are active participants in our online communities. For example, according to our records, during April 2005, our users published approximately 4.4 million new message board postings and downloaded approximately 8.0 million digital entertainment software files. In addition, according to comScore Media Metrix, our users collectively viewed an aggregate of 559 million web pages on our video game-related web sites during April 2005.

The combination of the size, composition and activity level of our audience is a core asset of our business. Our community of users is highly attractive to advertisers of video games and entertainment and other consumer products and services, as young males tend to be heavy consumers of entertainment and a wide variety of consumer products and services. Our network of web sites provides an effective channel for advertisers to target this influential demographic segment, whose consumption of media, according to multiple published research reports, is shifting away from television and print to the Internet and video games. To date, advertising sales have represented a substantial majority of our total revenue. Our largest advertising customers in 2004 were Activision, Atari, Blockbuster, Electronic Arts, Fox Entertainment Group, Microsoft, Midway Games, Office of National Drug Control Policy, Sony Computer Entertainment America and Ubisoft. We also provide paid premium content and service subscriptions to over 250,000 of our active users. We further serve our audience through our online retail store, Direct2Drive, through which we digitally distribute, sometimes exclusively, a growing array of PC video games.

We believe that we have a unique, cost-effective content generation model. Our business model allows video game publishers and developers, our users and our editorial staff to create and share content in order to enhance the video game evaluation and game play experience. Content for our web sites provided by video game publishers and our editorial staff includes video game previews, reviews, trailers, screenshots, demos, file downloads, beta trial and full digital versions of video games, news, cheat codes and strategy guides. We complement this content by providing our users with tools to encourage and facilitate the

organization, management and creation of user-generated content, such as their own reviews, game modifications, cheat codes and strategy guides. Our deep and diverse content helps attract users to our web sites, who in turn contribute more content that attracts additional users.

In addition to enhancing the video game experience for users, we also help publishers and developers to maximize the value of a video game title throughout its lifecycle. We offer these customers promotional and marketing services and valuable market data regarding anonymous consumer behavior and preferences. We have established cooperative relationships with many leading video game developers and publishers through which we gain access to high-quality content for our web sites. In addition, we offer technology and services to these publishers and developers that enable multi-player online video game play, in-game advertising and content management, and enhanced product development and promotion, which allows us to begin collaboration with them early in the development process. For example, our software is integrated into approximately 150 PC and Sony PlayStation 2 multi-player online video game titles released during the past two years. Our technology offerings provide us with additional opportunities to promote our brand to video game enthusiasts as well as an incremental revenue stream.

The Internet is a global medium for communication, content and commerce that enables a level of interactivity and user targeting that is generally unavailable through traditional media. As a result, businesses are increasingly using the Internet to engage with customers and conduct transactions. The Internet also allows users to interact and collaborate with others and to access and create digital content. Certain demographic segments, such as young males, are increasingly using the Internet to obtain information about and consume digital media, particularly video games. The Internet enables advertisers to target specific demographic segments and to develop a deeper understanding of their preferences and buying patterns.

The following are key trends affecting the Internet and the entertainment sectors in which we operate.

High-speed Internet access, or broadband, is facilitating consumption of data-intensive, rich media content, such as video games, filmed entertainment and music, because its high-speed, "always on" nature permits users to access large files quickly and conveniently. According to a June 2004 report by the Online Publishers Association / comScore Networks, broadband users spend more time online than dial-up users with similar demographic characteristics. This behavior is particularly pronounced for the 18 to 34 year-old demographic segment, where broadband users spend 52% more time online than dial-up users. According to this same report, broadband users in this age group spend nearly twice as much time per visit as dial-up users on entertainment sites with interactivity, such as multimedia and streaming capabilities. International Data Corporation, or IDC, projects that households in the United States with Internet access will grow from 68.4 million in 2004 to 98.2 million in 2009, and that the percentage of these households with broadband will increase from 44% in 2004 to 72% in 2009.

Young males account for a disproportionately large share of Internet usage and online entertainment consumption. According to the June 2004 report by the Online Publishers Association / comScore Networks, 75% of 18 to 34 year-old men have Internet access, representing the highest percentage of Internet access of any demographic segment and, although they account for only 25% of all men in the United States, they represent 36% of unique Internet visitors and register 42% of total page views. Further, we believe that viewing of primetime television by 18 to 24 year-old males is declining, while usage of video games and DVDs by this demographic group is increasing. We believe that young males are more likely than other Internet users to view the Internet as a primary source of entertainment content, to download digital files such as music, films and video game-related content, and to participate in online communities for posting and sharing this content and to play video games with each other.

According to industry statistics, worldwide consumer spending on console games, PC games, online games and wireless games is expected to grow from approximately $25 billion in 2004 to over $50 billion by 2008, representing a growth rate significantly greater than that of the overall media and entertainment sector. We expect that growth in video game sales both internationally and for other gaming platforms, including online and wireless games, will contribute to future industry expansion.

The Internet influences the video game sector by facilitating and enabling interaction among video game developers and publishers, editorial producers and consumers. Video game publishers and developers are using the Internet as a cost-effective way to reach a broad universe of video game enthusiasts, to digitally distribute authorized content and to enhance their products. Video game enthusiasts are attracted to the Internet because it affords them a convenient means of finding and sharing information about video game content among a large group of individuals with similar interests, purchasing and downloading video games, and playing against one another or against many others in remote locations.

The Internet has emerged as an efficient and cost-effective medium that enables advertisers to reach a highly targeted audience with customized marketing campaigns. The continued migration of audiences online at the expense of traditional media has contributed to a shift in advertising spending to the Internet. According to the US Online Marketing forecast: 2005 to 2010 Forrester Research, Inc., May 2, 2005, spending across the entire online advertising market in the United States is predicted to increase from $12 billion in 2004 to $22 billion in 2008. In particular, the disproportionately high use of the Internet by young males has caused advertisers to increase their online advertising spending significantly in order to access this demographic segment.

Consumers are demonstrating an increasing willingness to pay for content and services over the Internet. Online purchases by consumers in the United States are projected to grow from $96 billion in 2003 to $251 billion in 2007, according to IDC. According to the Online Publishers Association / comScore Networks, United States consumer spending on paid online

content increased by 12.5% from $1.6 billion during 2003 to $1.8 billion during 2004 with subscriptions accounting for approximately 85% of total paid online content.

As the global media industry has evolved from analog to digital technologies, new digital formats and products, such as DVD players, DVD recorders, HDTV, digital cable and personal computer-based video, music and game systems, have been introduced. These technological advances have affected a broad range of digital content, including music, movies, broadcast entertainment and video games. Consumers are helping to drive the transition to digital entertainment through their rapid adoption of new digital consumer electronics products that allow them to download and play audio and video in their homes, cars and elsewhere. According to IDC, the downloadable video games market is expected to grow to over $2.4 billion by 2008. We believe that the confluence of the Internet as an increasingly accepted media distribution channel, the widespread adoption of audio and video-enabled mobile devices, and the continuing growth in consumer demand for content in a variety of formats has made consumers more comfortable downloading digital content from the Internet.

The above industry trends are creating the following challenges for video game consumers, advertisers and video game developers and publishers, while creating opportunities for us and other companies.

Desire for a Large, Independent and Community-Based Network for Video Game Enthusiasts. We believe that video game enthusiasts desire a relevant, publisher-independent forum through which they can interact and share information with a large online community of other video game enthusiasts. These individuals tend to be active creators and consumers of digital entertainment content, particularly video game-related content. They have limited opportunities to interact with a large base of video game enthusiasts and otherwise to enhance their video game experiences through an online community forum that allows them to create, download and purchase authorized digital content, to contribute to message boards and live chat rooms, and to participate in player-matching and tournaments for online multi-player games.

Desire for Comprehensive and Compelling Video Game-Related Content. We believe that video game enthusiasts desire a broad and deep source of high-quality, timely, video game-related content that is created by both professionals and their peers. Video game enthusiasts seek this content in order to enhance their video game play experience and to help them make informed purchasing decisions.

Difficulty Reaching a Large, Concentrated Audience of Young Males Through Traditional Media Channels. We believe that video game publishers and consumer product advertisers are finding it increasingly difficult to reach a large, concentrated audience of young males, who are spending less time watching television and reading newspapers and magazines and more time using the Internet and playing video games.

Few Internet Sites that Attract a Large, Concentrated Audience of Young Males. We believe that there are relatively few web sites with strong brands and reputations for high-quality content and a demonstrated ability to attract and retain a large, concentrated

community of young males. Advertisers that target this demographic segment seek to associate their own products and brands with these kinds of web sites. While major Internet portals have strong brands and good reputations, they appeal to a broad base of consumers and are not well suited or cost-effective as a channel for advertisers seeking specifically to target an audience of young males.

Limited Ability for Developers and Publishers to Interact with Video Game Users. Video game developers and publishers conducting market research need to assess video game users' activities and preferences in order to implement game modifications more effectively. Publishers currently have limited opportunities to receive feedback from, and to respond to the insights and opinions of, the influential video game user community.

Limited Opportunities for Publishers to Maximize the Lifetime Value of a Video Game. Video game publishers are contending with higher development costs and are increasingly reliant on a small number of successful video game titles. To offset these rising costs, publishers are seeking to increase the value and extend the life of a given title from game development through online demos, pre-release marketing, commercial release, reviews, tournaments, multi-player game play and title extension opportunities. For example, in the pre-release stage, publishers need to generate product interest and create brand awareness and, after product release, they need to perpetuate interest in, and distribution of, the video game to maximize its revenue potential.

Need for Multi-Player and Internet Enabling Software and Services. Increasingly, video game users are seeking to play online-enabled, multi-player video games and to access online features. Publishers and developers need online video game-enabling software and services to facilitate the development of video games and integrate seamlessly direct links to the Internet at appropriate times during video game play. This software and these services would allow video game users to enhance their game play experience both by easily accessing tournaments, level extensions, tips and strategies and by participating in player-matching across the Internet from within the video game environment.

Limited Access to a Proven Channel for the Digital Distribution of Entertainment Products. Providers of entertainment content need a proven, cost-effective platform that attracts a large, concentrated audience to market their products effectively online. We believe that demand exists for a secure, scalable online digital distribution platform that combines digital retail capabilities and multi-player services with credible and comprehensive information about the products.

We are the leading community-based Internet media and services company for the video game industry. We own and operate an extensive network of branded web sites. Our network reaches a large, concentrated audience of young males and serves as a credible, independent source for a broad range of content and services for consumers, developers, publishers, retailers and advertisers of video games and other digital entertainment content and services.

Large, Concentrated Audience of Young Males. In April 2005, our network of owned and affiliated video game-related web sites sites attracted 18.6 million unique visitors worldwide, our movie-related web sites attracted an additional 4.3 million unique visitors, and our male lifestyle web site, AskMen.com, which we acquired in May 2005, attracted an additional 3.5 million unique visitors, according to comScore Media Metrix. Our network of video game-related web sites has consistently had one of the highest audience compositions of

unique male visitors aged 18 to 24 and 18 to 34 of all Internet networks according to the Fall 2004, Winter 2005, Spring 2005 and Summer 2005 releases of Nielsen//NetRatings' @Plan reports. The large and concentrated user community on our video game, entertainment and male lifestyle web sites represents a significant competitive advantage because of the scarcity of demographically targeted web sites. Our audience is highly attractive to publishers and advertisers that want to target this demographic segment, because young males tend to be heavy consumers of video games, other forms of entertainment and a variety of other consumer products and services.

Active User Community. Our users are active participants in our online communities and consume and create a significant amount of digital content on our web sites. For example, according to comScore Media Metrix, the users of our owned and affiliated video game-related web sites collectively viewed an aggregate of 559 million of our web pages during April 2005. According to our records, in April 2005, our users collectively published approximately 4.4 million new message board postings and downloaded approximately 8.0 million digital entertainment software files. Our community generates relevant and compelling content, creating opportunities for us to sell premium content and service offerings to users in a cost-efficient manner and enhancing our positioning as a credible, publisher-independent source for digital entertainment content and services.

Comprehensive Collection of High-Quality Video Game Content. We believe that we create and aggregate the broadest and deepest collection of high-quality, timely and publisher-independent content for video game enthusiasts. The content on our web sites includes custom content generated by our in-house editorial staff and freelance writers, content generated by users, and third-party content from leading video game developers and publishers and other media and entertainment companies. The collection of content available on our web sites includes product previews, reviews, trailers, screenshots, demos, file downloads, beta trial versions of video games, full digital versions of video games, news, cheat codes, strategy guides and message boards. This content helps attract users to our web sites, who in turn contribute more content that attracts additional users.

Ability to Maximize the Lifetime Value of a Video Game Title. We believe our ability to serve consumers, publishers and developers throughout the lifecycle of a video game title is unique in the industry. During the development phase of a game, which typically begins up to 12 months prior to launch, and the ensuing pre-release, beta-testing and launch phases of a game, we provide product previews, demos, pilots, trailers, beta trial versions and, in select cases, full digital versions of final games. During the early game play phase following a product launch, we offer product news, cheat codes, strategy guides and message boards. During the extended life of a game, which can typically last up to 24 months after launch, we provide game facts, statistics, game patches and modifications, and we enable player-matching, multi-player gaming, tournaments and competitions. Throughout this product lifecycle, we offer publishers and developers multiple opportunities to create additional value through public relations, marketing and promotional services, in-game advertising and content management, and valuable market research and insights into consumer behavior and preferences on an anonymous basis.

Compelling Service Offerings for Advertisers and Video Game Publishers and Developers. We offer a variety of services for advertisers and for video game publishers and developers, including marketing, public relations and promotional services, digital retail, in-game advertising and content management, proprietary tools that enable online video game play, customized development services, market research and web publishing, beta trials and hosting. We believe that the quality and breadth of our content, service offerings and

community, together with our proprietary market research tool, GamerMetrics, have helped us become a trusted platform from which advertisers, publishers and developers can gain valuable insights into the interests, preferences and behavioral patterns of young males and other video game enthusiasts. We believe that our ability to offer online video game-enabling software and services and in-game advertising and content management to publishers is a competitive advantage because it allows us to collaborate with publishers early in the lifecycles of their video games and to build users' awareness of our brands during game play. In addition, through our online digital retail store, we offer publishers a cost-effective digital distribution platform to sell both their new and catalog PC video game titles.

A Leader in Online Video Game Content Distribution and Paid Subscriptions. We distribute a wide variety of authorized video games and other digital content over the Internet to our users on free, paid subscription and pay-per-download bases. We collaborate with video game publishers to offer a variety of content, such as demos, screenshots, betas, trailers and, in select cases, full digital versions of their video games. Our online retail store, Direct2Drive, offers through digital distribution a growing selection of top-rated games from the industry's leading publishers, including Electronic Arts, Sony Online Entertainment, Ubisoft, Vivendi Universal Games, Atari and Eidos. We believe that we provide one of the largest online paid subscription programs for premium video game content, services and information, with over 250,000 active paying subscribers. We believe that the trusted relationship we have developed with our users by providing these free and paid services is a significant competitive advantage as digital entertainment distribution and consumption continues to shift online.

We intend to continue to grow our community and to encourage more visits to and greater activity on our web sites by:

We intend to expand and enhance the products and services that we offer to our community of users, video game developers and publishers, and advertisers by:

We plan to deepen our relationships with existing advertisers by continuing to provide them with innovative marketing campaigns and services. At the same time, we plan to expand our advertiser base by providing new marketing and advertising services and by increasing our focus on consumer brand companies.

Our surveys indicate that our audience members tend to be heavy consumers of filmed entertainment, sports, music and other entertainment. Additionally, the natural links between certain video games and other digital entertainment categories provide us with opportunities to continue to broaden and deepen our content and community offerings into other entertainment sectors, which we believe will increase our audience's use of and affinity for our web sites. We believe that we can adapt our business model to address these other digital entertainment categories, which will benefit our audience, advertisers and digital entertainment content providers.

We intend to continue to pursue strategic acquisitions and relationships to expand our core video game content and service offerings, as well as to diversify our business into other digital entertainment categories and to broaden our geographic presence. We believe that strategic acquisitions and relationships will allow us to continue to expand our business and grow our audience.

We believe that our active user community, comprehensive collection of high-quality content and well-established reputation as a trusted provider of video game content provide us with unique opportunities to deliver our content outside of our traditional distribution channels. We are exploring offline co-marketing opportunities, such as television, print and outdoor events, where we may be able to demonstrate the value of our brand across alternative distribution channels.

We serve our users through an extensive network of branded web sites that we own and operate. We broadly classify these web sites into video games, entertainment and male lifestyle content. Most of our web sites focus on video games. We cover all major platforms, including PC, Sony PlayStation 2 and PlayStation 3, Microsoft Xbox and Xbox360, Nintendo GameCube, Nintendo Game Boy Advance, Sony PSP, Nintendo DS and wireless gaming devices. Our major video game-related sites include IGN.com, GameSpy, TeamXbox, FilePlanet, 3D Gamers, Direct2Drive, GameStats.com and a number of owned and affiliated web sites within our Vault and Planet networks. We also own and operate two entertainment sites focused on movie-related content, IGN FilmForce and Rotten Tomatoes, and a male lifestyle web site, AskMen.com. In addition, we provide content channels on our IGN.com web site related to DVDs, television, science fiction, music, electronic accessories and cars.

Our team of 60 in-house editorial writers and 132 freelance writers, as of June 30, 2005, generates a significant portion of the content on our web sites, producing an average of approximately 4,300 original pieces of editorial content each month. Our community of users also generates a large amount of content, including reader reviews, message board postings, game cheats and codes, strategy guides, user-developed game levels or modifications, and answers to frequently asked questions about top games. We also aggregate content provided by leading video game developers and publishers and other media and entertainment companies, some of which is available exclusively on our web sites. All of this content, in turn, stimulates the production of additional user-generated content.

Through our video game-related web sites, which cover the substantial majority of our content, we provide our users with the following free and paid content and service offerings. We bundle different combinations of our paid content and service offerings into a variety of

subscription packages, including IGN Insider, Founder's Club and FilePlanet. The duration of our subscription packages ranges from one month to two years.

Features	Offerings to All Users	Offerings to Paid Subscribers Only
*Editorial*	• News • Reviews • Previews • Features and interviews • Codes to cheat in games • Answers to frequently asked questions to help players finish games • Opinion pieces and humor • Videos • Game screenshots • Strategy guides	• Comparative reviews of games released on multiple platforms • Advance previews • Special video content • Advance access to strategy guides • Exclusive opinion pieces
*Community*	• Message boards for specific games, platforms and genres • Player-matching services • Buddy lists • Chat rooms • Developer events and chat rooms	• Subscriber-only message board areas • Exclusive chat rooms • Exclusive game play privileges
*Player Competition*	• Ability to create and join ladders and tournaments for games	• Customized ladders and tournament pages • Exclusive subscriber competitions
*High-speed Downloads*	• Access to all public files with a wait time dependent on web site demand and user traffic	• Priority downloads • Access to exclusive files • Multiple concurrent file downloads
*Video Games and Strategy Guides*	• Access to paid downloads • Standard pricing	• Limited number of free games

We provide our advertisers with a wide range of advertising and marketing programs, including brand promotion and awareness, product introductions and research, market research, consumer targeting, lead generation and customer acquisition. The programs we offer include fixed placement and impression-based advertisements, sponsorships, co-marketing, consumer intelligence, content licenses and commerce partnerships.

We offer video game developers and publishers a suite of technology and services to aid them in the development and promotion of their products. We offer software that facilitates the development of online multi-player video game play through a variety of online video gaming tools and back-end services that enable player-matching, buddy lists, in-game chat, competition, statistics tracking, software patching, Internet security and piracy protection. In addition, our software enables in-game advertising and content management. We also offer

training, specification, implementation and testing services. Our integrated offering of all these tools and services helps publishers and developers reduce product development time and accelerate product launch.

To help promote publishers' video games, we offer file hosting of beta versions of games and web publishing and hosting of game-specific sites, including tournament and ladder competition sites. In addition, through our online digital retail store, we offer publishers a cost-effective digital distribution platform to sell both their new and catalog video game titles.

Our content and services attract a large, active audience of video game and entertainment enthusiasts. In April 2005, our network of owned and affiliated video game-related web sites attracted 18.6 million unique visitors worldwide, our movie-related web sites attracted an additional 4.3 million unique visitors, and our male lifestyle web site, AskMen.com, which we acquired in May 2005, attracted an additional 3.5 million unique visitors, according to comScore Media Metrix. The users of our video game-related web sites collectively viewed an aggregate of 559 million of our web pages during April 2005, according to comScore Media Metrix.

Based on our March 2005 survey of our users, we believe approximately 96% of the visitors to our video game-related web sites are male, of which approximately 28% are 13 to 17 years old, 36% are 18 to 24 years old and 21% are 25 to 34 years old. Our network of video game-related web sites has consistently had one of the highest audience compositions of unique male visitors aged 18 to 24 and 18 to 34 of all Internet networks according to the Fall 2004, Winter 2005, Spring 2005 and Summer 2005 releases of Nielsen//NetRatings' @Plan reports. The young male segment is one of the most difficult for advertisers to reach offline, because its consumption of television and print media has been declining according to multiple published research reports.

Our users are also active consumers of video games and other digital entertainment content, products and services, making them an attractive audience for providers of these types of content, products and services. According to our March 2005 survey, our users spent an average of 15.1 hours per week online, 10.2 hours per week playing console video games and 10.7 hours per week playing PC video games. In addition, based on this survey, 89% of our users had broadband Internet access, 85% owned a DVD player and 74% purchased one or more DVDs a month.

In 2004, we derived revenue from more than 270 different advertising customers. Approximately half of our advertising revenue came from video game-related companies, and the remainder came from consumer product and entertainment companies and government agencies. No single advertiser accounted for more than 10% of our total revenue.

Our advertising customers included 19 of the top 20 video game publishers according to The NPD Group's annual 2004 U.S. retail revenue rankings, many leading consumer product companies, and a number of major film studios. Our top 30 advertisers in 2004 were:

Video Game-Related Advertisers		Other General Advertisers
Activision Atari Capcom Codemasters Eidos Electronic Arts Logitech Lucas Arts Microsoft (Xbox) Midway Games Namco Nintendo Sony Computer Entertainment America Take-Two Interactive THQ Ubisoft Vivendi Universal Games		AOL Blockbuster ESPN Fox Entertainment Group Microsoft (MSN.com) New Line Cinema Nokia Office of National Drug Control Policy Real Networks Sony Pictures Target Universal Pictures Warner Brothers

In 2004, we received software licensing and service revenue from over 35 video game publishers and developers. Our top ten software licensing and service customers in 2004 were Activision, Atari, Codemasters, Digital Illusions CE, Electronic Arts, Jaleco Entertainment, Lucas Arts, TDK Mediactive, THQ and Vivendi Universal Games. Our software is integrated into approximately 150 PC and Sony PlayStation 2 multi-player online video game titles released during the past two years.

As of June 30, 2005, we had a sales and marketing organization of approximately 98 professionals, most of whom were engaged in advertising sales and the remainder of whom were engaged in selling and supporting the products and services that we offer to game developers and publishers. Our advertising sales teams, which operate out of our headquarters in Brisbane, California, and offices in New York, Los Angeles, Chicago and Montreal, consult regularly with advertisers and agencies on design and media planning for advertisements, sponsorships, co-marketing arrangements and promotions across our web sites. These teams are supported by our sales operations staff, which ensures the administration and fulfillment of our advertising campaigns. Our market intelligence staff, using both our GamerMetrics market research tool and third-party and custom in-house research, provides advertisers and strategic partners with information and expertise about our users and their purchasing habits that is intended to help them market their products and services more effectively to our audience.

Our advertising sales teams are organized by advertising category—video games, entertainment, general consumer and retail. By developing industry expertise among our sales personnel, we have strengthened the ability of our sales personnel to develop compelling, category-specific advertising and promotional programs and have helped our sales teams to communicate the value we offer to advertisers within a category.

We engage in media and public relations campaigns on an ongoing basis with business and financial contacts, industry analysts and the consumer press. Our public relations efforts are an important component of our overall marketing and brand awareness strategy, and we plan to continue to develop our media outreach program. We also exhibit at several video game and entertainment industry trade shows, primarily to demonstrate our product and brand leadership to industry participants. Although we engage in selective marketing activities to increase awareness of our various brands among advertisers, publishers and members of our audience, we have invested very limited resources for this purpose to date.

Revenue from the United States represented approximately 98%, 98% and 97% of our total annual revenue in 2002, 2003 and 2004. Our business reflects seasonal fluctuations in advertising spending, video game title release dates and shipment schedules, and consumer Internet usage, particularly among the college and school-aged members of our audience. Within a calendar year, we typically experience our highest revenue in the fourth quarter, normally followed by lower revenue in the first quarter of the next calendar year.

We compete with companies and web sites that primarily or as a part of their offerings target video game enthusiasts, including CNET Networks (GameSpot Network), Gorilla Nation Media, UGO Networks and Yahoo!Games. We also compete with companies that primarily focus their web sites on other digital entertainment, such as RealNetworks. In addition to these competitors, we face or will likely face in the future competition for advertising customers, users and business partners from the following kinds of companies:

Finally, we compete for advertisers and advertising revenue with companies in traditional forms of media, such as television, radio, newspapers and magazines. Some of these actual and potential competitors are also our customers. In the portion of our business that licenses technology and sells services to game publishers and developers, we face competition primarily from in-house personnel of the publishers and developers themselves and from a few small online technology companies, such as Quazal, Terraplay and Demonware.

We provide certain of our content and services to our customers on a subscription fee basis while many of our competitors offer similar content and services at a lesser fee or free of charge.

The market for Internet users and online advertisers is fragmented, rapidly changing and highly competitive, and we believe that the competition for users and online advertising revenue will increase greatly in the future.

We believe that we compete favorably with regard to the principal competitive factors in attracting and retaining users, which consist of the following:

We believe that we compete favorably with regard to the principal competitive factors in attracting and retaining online advertisers, which consist of the following:

We consider the protection of the personal privacy of each of our users to be an important corporate value. Although we gather data about the areas of our web sites that our users visit or access and use and share this information in aggregate, non-personal form to understand and help others to understand how our users as a group use our web sites, we protect the anonymity of our users by not using this information without their authorization to target them personally for advertising or promotions or to track their behavior as individuals and by not sharing any individual-specific data with third parties without authorization.

We develop software internally and license third-party technology on an ongoing basis to support our product and service offerings. We provide suites of technology that offer various aspects of our internally-developed online multi-player gaming technology and provide services to video game developers and publishers to aid their product development and

promotion. As of June 30, 2005, we had 18 product development professionals dedicated to supporting and extending this suite. In addition, we internally develop some of the software tools or applications that we make available to our users, our advertisers and other web sites on a free or paid basis. These software applications include: for our users, tools for personal data entry, access, tracking, archiving and organization; for our advertising customers, tools to perform authorized mining and analysis of aggregated, non-user-specific information from our web sites; and for third-party web sites, a hosting platform that can be used to develop and support these sites.

We develop software internally and license third-party technology to support our infrastructure, such as our databases, subscription systems, web traffic tools, system monitoring capabilities and technology to serve and enhance advertising messages. We developed our membership, personalization, advertising delivery and community software using third-party application servers and database systems. Our advertising selection and management system is DART Enterprise by DoubleClick. We have developed traffic analysis software to compute statistics to provide to our advertising customers. We believe the software and technology we have internally developed for our infrastructure gives us a strategic advantage in allowing a rapid and standardized approach to collecting, storing and using a variety of content and services from a variety of sources.

We have internally developed distribution capabilities that allow for the simultaneous download of large data files. Our operating infrastructure is designed to support the reliable delivery of tens of millions of page views per day, multi-gigabyte files and up to 14 billion bits per second of content. We also have integrated third-party digital rights management into our distribution capabilities. We supplement our infrastructure with Speedera Networks' Content Delivery Network service to help us handle unusually high usage. This arrangement, together with our queuing and serving software and our download manager application, allows us to scale to service increasingly larger files and numbers of users.

In 2002, 2003, 2004 and the three months ended March 31, 2005, we spent $1.5 million, $1.7 million, $6.0 million and $1.7 million, respectively, on engineering and development.

Our data is primarily hosted at facilities in Santa Clara, California, and to a lesser extent, in Irvine, California. This geographic span of nearly 400 miles is expected to protect our non-derivable data in the face of a regional problem or natural disaster. Our hosting facilities are responsible for providing us with a high-speed, scalable, fault-tolerant Internet connection, clean power and physical and network security. We continually maintain and, as appropriate, upgrade our physical and network security infrastructure, and have systems in place to help ensure reliability and protection of data 24 hours a day, seven days a week.

We regard our intellectual property rights as important to our success. In particular, we rely upon our domain names and trademarks to build and enhance our brands. We currently have registered approximately 1,300 domain names, including the names now in use across our network. Our trademarks will remain in effect indefinitely to the extent that we continue to use them in commerce. We have only applied for the registration of some of our trademarks and service marks and may not be successful in obtaining the trademarks and service marks for which we have filed applications. To protect our intellectual property rights, including our internally-developed source code, we also rely on a combination of patent, copyright and trade secret protection, confidentiality agreements with employees and third parties, and protective contractual provisions. We have acquired licenses to third-party patents to support some of our digital rights management and distribution capabilities. Although our licenses are

an important element of our success, our business as a whole is not materially dependent on any one license or its underlying patent or on all of our licenses, or their underlying patents, combined.

Prior to entering into discussions with potential partners regarding our business and technologies, we generally require that they enter into nondisclosure agreements with us. If these discussions result in a license or other business relationship, we also generally require that the agreement setting forth each party's rights and obligations include provisions for the protection of our intellectual property rights. Licensees of these rights may take or fail to take actions that would diminish the value of our rights or reputation.

Despite our efforts to protect our proprietary rights, unauthorized parties may copy aspects of our products or services or obtain and use information that we regard as proprietary. The laws of some foreign countries do not protect proprietary rights as extensively as do the laws of the United States. In addition, others may be able independently to develop substantially equivalent intellectual property. If we do not protect our intellectual property effectively, our business could suffer.

As of June 30, 2005, we had a total of 291 full-time employees, including 98 in sales and marketing, 43 in engineering and development, 99 in production, content and fulfillment and 51 in general and administration. We also regularly retain on a short-term basis independent contractors to produce editorial content for our web sites, and have engaged 132 freelance writers as of June 30, 2005. None of our employees is represented by a labor union or collective bargaining agreement. We have not experienced any work stoppages, and we consider our relations with our employees to be good.

Our principal editorial, sales, marketing, development and administrative offices are located in approximately 42,000 square feet of office space in Brisbane, California, under a lease that expires in December 2009. We also have editorial and development offices located in approximately 21,000 square feet of office space in Costa Mesa, California, under a lease that expires in January 2010. In addition, we maintain offices in New York, Los Angeles, Chicago, Montreal and Emeryville, California. We believe that, to the extent that our current office space is not adequate for our future needs, we can acquire the requisite additional space on commercially reasonable terms.

We are not a party to any material legal proceedings. From time to time, we may also become a party to other litigation and subject to claims incident to the ordinary course of business.

The following table presents information regarding our directors and executive officers as of June 30, 2005.

Name	Age	Position
Mark A. Jung	43	President, Chief Executive Officer and Director
Michael J. Sheridan	40	Chief Financial Officer and Secretary
Kenneth H. Keller	48	Executive Vice President, Engineering, and Chief Technical Officer
David W. Phillips	42	Executive Vice President, Corporate Strategy, and General Counsel
Dale W. Strang	45	Executive Vice President and General Manager, Media and Publishing
James M. Berger	40	Vice President and General Manager, Consumer Products
Richard A. Jalichandra	42	Vice President, Business Development
Mark Stieglitz	51	Vice President and General Manager, Publisher Services
Christopher Anderson	48	Director
Jonathan B. Bulkeley (1)(2)	44	Director
Christopher S. Gaffney (3)	42	Director
Michael A. Kumin (3)	33	Director
Jeffery F. Moy (1)	42	Director
Michael J. Shannahan (1)(2)	56	Director

Mark A. Jung has served as our Chief Executive Officer and a member of our board of directors since our incorporation in January 1999 and as our President from January 1999 to October 2000 and since July 2002. He co-founded Worldtalk Communications Corporation, an Internet security company, and served as its Chief Executive Officer and a director from February 1992 to July 1997 and also as its Chairman from February 1996 to July 1997. Mr. Jung holds a B.S. in electrical engineering from Princeton University and an M.B.A. from Stanford University.

Michael J. Sheridan has served as our Chief Financial Officer since May 2004 and as our Secretary since August 2004. From May 1999 to December 2003, he served as an executive officer of SonicWALL, Inc., an Internet security appliance provider. During this period, Mr. Sheridan served SonicWALL in various capacities, including Chief Financial Officer, Chief Operating Officer and Senior Vice President, Strategy. From November 1996 to May 1999, Mr. Sheridan served as Vice President of Finance and Corporate Controller of Genesys Telecommunications Laboratories, Inc., an enterprise software company. He holds a B.S. in commerce from Santa Clara University and is a Certified Public Accountant.

Kenneth H. Keller has served as our Executive Vice President, Engineering, since July 2004 and as our Chief Technical Officer since March 1999. From March 1999 to July 2004, he served as our Vice President, Engineering. From May 1996 to December 1998, he was a self-employed business consultant, entrepreneur and investor. From April 1995 to April 1996,

he served as director of development of Excite, Inc., an Internet media company. Mr. Keller holds a B.S. in mathematics from Carnegie Mellon University and an M.S. and Ph.D. in computer science from the University of California at Berkeley.

David W. Phillips has served as our Executive Vice President, Corporate Strategy, and General Counsel since June 2004. From May 2001 to May 2002 and from September 2002 to June 2004, he served as a consultant to Internet, digital media and technology companies. From January 2002 to September 2002, Mr. Phillips served in various capacities at Napster, Inc., an online digital music company, including most recently as Vice President, Music Services and Acting General Counsel. From January 2000 to February 2001, he served as Chief Executive Officer and a director of Crunch Music Ltd., a digital music and interactive media provider. From July 1994 to December 1999, Mr. Phillips served in various capacities with AOL Inc. and AOL Europe (an AOL-Bertelsmann joint venture). He holds a B.A. in history from Pomona College and a J.D. from the University of Chicago Law School.

Dale W. Strang has served as our Executive Vice President and General Manager, Media and Publishing, since January 2005. From June 1996 to December 2004, he served in various capacities at Ziff Davis Media, an integrated media company focusing on the technology, video game and consumer lifestyle markets, including most recently as Chief Executive Officer and Senior Vice President of the game group. Prior to that, Mr. Strang served in numerous executive positions with International Data Group, a worldwide publishing and research provider in information technology. He attended Massachusetts College of Pharmacy and Nichols College.

James M. Berger has served as our Vice President and General Manager, Consumer Products, since our March 2004 acquisition of GameSpy Industries, Inc. From June 2003 to March 2004, Mr. Berger served as Vice President, Consumer Products at GameSpy. From January 2003 to June 2003, he served as Vice President of Evergreen Concepts, LLC, a brand and consumer products marketing firm. From September 1996 to November 2002, Mr. Berger served in marketing positions in the Consumer Product Division of The Walt Disney Company, including most recently as Director of Marketing at Disney Interactive. He holds a B.A. in economics from Washington and Lee University and an M.B.A. from the University of Virginia Darden Graduate School of Business Administration.

Richard A. Jalichandra has served as our Vice President, Business Development, since July 2003. Prior to joining us, he served as a consultant to the online advertising industry from February 2003 until July 2003, as Director, National Accounts, at Terra Lycos, Inc., an Internet media company, from March 2002 to February 2003, and as Vice President of Business Development at Neopost Online, Inc., a postage and shipping technology company, from April 2000 to August 2001. From February 1999 to April 2000, Mr. Jalichandra served as Senior Vice President and Managing Director of Answerthink, Inc., an interactive marketing and technology consulting firm. He holds a B.S. in business administration from the University of Southern California and an M.B.A. from the University of Washington.

Mark Stieglitz has served as our Vice President and General Manager, Publisher Services, since April 2004. From March 1998 to April 2004, he served as Director, Marketing at Oracle Corporation, a database and enterprise software company. Mr. Stieglitz holds a B.S. in industrial technology from California State University, Long Beach.

Christopher Anderson has served as a member of our board of directors since our incorporation in January 1999 and served as Chairman of our board of directors from January 1999 to August 2003. Since November 2001, he has also served as Chairman of TED Conferences LLC, an organization that sponsors conferences focusing on the convergence of technology, entertainment and design. Mr. Anderson founded Imagine Media, Inc., the entity

from which IGN was spun out, and served as its Chief Executive Officer and as one of its directors from 1993 until its acquisition in June 1999 by Future Network, plc, a U.K. magazine and web site media company founded by Mr. Anderson. He served as Chairman of the Board of Future Network from June 1999 to November 2001. Mr. Anderson holds a B.A. in politics, philosophy and economics from Oxford University.

Jonathan B. Bulkeley has served as a member of our board of directors since June 2004. He has also served as the non-executive Chairman of QXL ricardo plc, a European online auction company, since February 1998 and as a member of the board of directors of The Reader's Digest Association, Inc., a publishing and direct marketing company, since January 2001. Mr. Bulkeley also served as the non-executive Vice-Chairman and a member of the board of directors of EDGAR Online, Inc., an online document retrieval service, from April 2003 to March 2004, and as a member of the board of directors of Cross Media Marketing, a direct marketing company, from October 2001 until July 2002. He was Chairman and Chief Executive Officer of LifeMinders Inc., an online direct marketing firm, from February 2001 to October 2001, having served as a director of that company since August 1999. Mr. Bulkeley was Chief Executive Officer of barnesandnoble.com, inc., an online retail book company, from January 1999 to January 2000. He holds a B.A. in African studies from Yale University.

Christopher S. Gaffney has served as a member of our board of directors since August 2003. Mr. Gaffney co-founded Great Hill Partners, LLC, a private equity firm, and has served as one of its managing partners since January 1999. He has also served as a director of Haights Cross Communications, Inc. since March 1997. Mr. Gaffney holds a B.S. in accounting and economics from Boston College.

Michael A. Kumin has served as a member of our board of directors since August 2003. Mr. Kumin is a partner of Great Hill Partners, LLC, where he has served as an investment professional since June 2002. From August 1999 to June 2001, Mr. Kumin served as Executive Vice President of Creative Planet, Inc., an information and technology company targeting the entertainment industry. Previously, he served at separate times as an investment professional for Apollo Advisors, L.P. and Goldman, Sachs L.P. in their private equity funds. He holds a B.A. in public policy and international affairs from Princeton University.

Jeffery F. Moy has served as a member of our board of directors since December 2003. He has also served as Assistant Vice President, Corporate Investments, and Managing Director, Private Equity, at Liberty Mutual Insurance Company since 1994. Mr. Moy holds a B.S. in business administration from Boston University and an M.B.A. from the Massachusetts Institute of Technology Sloan School of Management.

Michael J. Shannahan has served as a member of our board of directors since June 2004 and was previously a member of our board of directors from January 2003 to August 2003. He has also served as Chief Financial Officer of Medsphere Systems Corporation, a software vendor serving healthcare providers, since February 2005. Mr. Shannahan is a member of the board of directors of Kana Software, Inc., an enterprise customer relationship management software provider, since June 2005, and Critical Path, Inc., a digital communications software and service provider, since June 2004. From October 2003 until September 2004, he served as Senior Vice President and Chief Financial Officer of Chordiant Software, Inc., an enterprise software vendor. From January 2003 until October 2003, Mr. Shannahan provided financial consulting services. From October 2001 to November 2002, he served as Chief Financial Officer of Sanctum, Ltd., a web applications security provider. From January 2001 to September 2001, Mr. Shannahan served as Chief Financial Officer of BroadBand Office, Inc., a communications service provider. From August 1999 to January 2001, he served as Chief Financial Officer of mySimon.com, an ecommerce company. Mr. Shannahan also was

previously a partner at KPMG LLP, our current independent auditors. He holds a B.S. in business administration, with a concentration in accounting, from Rockhurst College and is a Certified Public Accountant.

We currently have seven directors. Our current directors were elected pursuant to a stockholders agreement that we entered into with holders of our preferred stock and certain holders of our common stock. Upon the closing of this offering, this agreement will terminate. The employment agreement of Mark A. Jung, our President and Chief Executive Officer and a director and stockholder, provides that he will be entitled to severance benefits if he is not re-elected to our board of directors and he thereafter terminates his employment with us. Other than under Mr. Jung's employment agreement, none of our stockholders has any special rights regarding board of directors representation after the completion of this offering.

Effective upon the closing of this offering, our certificate of incorporation and bylaws will divide our board of directors into three classes:

At each annual meeting of stockholders after the initial classification, the successors to directors whose terms have expired will be elected to serve from the time of their election and qualification until the third annual meeting following their election. The Class I directors will be Messrs. Bulkeley, Jung and Shannahan; the Class II directors will be Messrs. Kumin and Moy; and the Class III directors will be Messrs. Anderson and Gaffney.

Effective upon the closing of this offering, our bylaws will provide that the authorized number of directors may be changed only by resolution of the board of directors, and our certificate of incorporation will provide that the authorized number of directors may not be less than seven nor more than nine. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the total number of directors.

This classification of the board of directors may have the effect of delaying or preventing changes in our control or management. See "Description of Capital Stock—Anti-Takeover Provisions—Certificate of Incorporation and Bylaw Provisions."

Each of Messrs. Anderson, Bulkeley, Moy and Shannahan is an "independent director" as defined in Rule 4200 of the Marketplace Rules of the National Association of Securities Dealers, Inc., a "non-employee director" as defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, and an "outside director" as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986. The members of the Audit Committee, Messrs. Bulkeley, Moy and Shannahan, also meet the independence requirements of Rule 10A-3(b)(i) of the Securities Exchange Act of 1934 and each of the other criteria set forth in Marketplace Rule 4350(d)(2)(A).

Our board of directors has established three standing committees: the audit committee, the compensation committee and the nominating and governance committee.

The audit committee reviews and evaluates our financial statements, accounting practices and internal audit and control functions, selects our independent auditors and reviews the results and scope of the audit and other services provided by our independent auditors. The members of our audit committee are Messrs. Bulkeley, Moy and Shannahan, with Mr. Shannahan serving as chairman of the audit committee. The board of directors has determined that Mr. Shannahan qualifies as an "audit committee financial expert" as defined by the rules of the Securities and Exchange Commission.

Effective upon the closing of this offering, the compensation committee will review and make recommendations to the independent members of our board of directors concerning the compensation and benefits of our officers and directors. A majority of independent directors will then determine their compensation and benefits. The committee also will administer our equity compensation and employee benefits plans and review general policies relating to compensation and benefits. The members of our compensation committee are Messrs. Gaffney and Kumin, with Mr. Gaffney serving as chairman of the compensation committee.

Effective upon the closing of this offering, the nominating and governance committee makes recommendations to our board of directors concerning candidates for election to our board of directors and other corporate governance related matters. The members of our nominating and governance committee are Messrs. Bulkeley and Shannahan, with Mr. Bulkeley serving as chairman of the nominating and governance committee.

Our compensation committee currently consists of Messrs. Gaffney and Kumin. Neither member of our compensation committee has at any time been one of our officers or employees. None of our executive officers serves or in the past has served as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving on our board of directors or our compensation committee.

Going-Private Transaction. In August 2003, in connection with the going-private transaction, entities affiliated with Great Hill Partners, LLC purchased 26,960,108 shares of Series A redeemable preferred stock and 13,123,560 shares of common stock for $26,960,108 and $6,562, respectively. Messrs. Gaffney and Kumin, two of our current directors, are partners of Great Hill Partners, LLC.

Issuance of Common Stock and Series A Redeemable Preferred Stock in Connection with the GameSpy Acquisition. In March 2004, in connection with our acquisition of GameSpy, we sold to entities affiliated with Great Hill Partners, LLC 2,428,228 shares of Series A redeemable preferred stock and 590,940 shares of common stock for $2,428,228 and $295, respectively. Upon the closing of this offering, we will redeem all outstanding shares of our Series A

redeemable preferred stock held by entities affiliated with Great Hill Partners, LLC for an amount equal to approximately $21.8 million, in accordance with the terms of our Series A redeemable preferred stock.

Service Fee. We paid total fees of $1,225,000 to entities affiliated with Great Hill Partners, LLC for services provided in connection with our acquisition of GameSpy and the related financings.

Following the closing of this offering, our non-employee directors will receive annual compensation of $20,000, paid in equal quarterly installments in arrears, compensation of $2,000 for each meeting of the board of directors attended in person and $500 for each meeting of the board of directors attended via telephone, and compensation of $1,000 for each meeting of a committee of the board of directors attended in person and $250 for each meeting of a committee attended via telephone. Since the going-private transaction and prior to the closing of this offering, it has been our policy to pay our non-employee directors $1,500 for each meeting of the board of directors attended in person. In addition, it has been and continues to be our policy to reimburse our directors for their reasonable expenses in attending meetings of the board of directors or its committees.

Directors have been eligible to participate in our amended and restated 2003 stock option and grant plan. Messrs. Bulkeley and Shannahan were each granted an immediately exercisable option to purchase 40,000 shares of our common stock at an exercise price of $1.75 under our amended and restated 2003 stock option and grant plan on August 10, 2004. The shares issuable upon exercise of the options will vest monthly over a 36-month period beginning on August 10, 2004, provided that the director remains in continuous service as a director or consultant through each such date. In addition, the shares issuable upon exercise of the options will become fully vested and exercisable if we experience a change in control of our company prior to or at the director's termination of service.

The following table presents information about 2004 compensation awarded to, earned by or paid to our chief executive officer and our four other most highly compensated executive officers who were serving as executive officers at December 31, 2004. We refer to these executives as our named executive officers elsewhere in this prospectus. The table excludes compensation in the form of perquisites and other personal benefits to the named executive

officers because that compensation constituted less than $50,000 and less than 10% of their respective total annual salaries and bonuses for 2004.

The following table presents information regarding grants of stock options in 2004 to the named executive officers. We granted these options to the named executive officers under our amended and restated 2003 stock option and grant plan. The options reflected below with an exercise price of $1.75 per share which expire in 2014 vest as to 29.81% of the shares on the date of grant with the remainder vesting ratably over a 36-month period thereafter. All other options held by Mr. Jung and Mr. Keller vest ratably over a 36-month period. All of these options are immediately exercisable, with unvested shares subject to a right of repurchase by us at the exercise price. All of the options listed on the following table expire ten years after the date of grant and were granted at an exercise price equal to the fair market value of our common stock as determined by our board of directors on the date of grant. The percentage of total options granted to employees in 2004 is based on options to purchase a total of 4,805,000 shares of our common stock granted in 2004.

The potential realizable values identified below are calculated based on an assumed initial public offering price of $ per share, the midpoint of the range on the cover page of this prospectus, compounded at the annual 5% or 10% rate shown in the table until the expiration

of the option, less the per share exercise price, multiplied by the number of shares issuable upon exercise of the option. The 5% and 10% assumed annual rates of stock price appreciation are required by the rules of the Securities and Exchange Commission and do not represent our estimate or projection of future common stock prices. Actual gains, if any, on stock option exercises will depend on the future performance of our common stock.

The following table presents information regarding stock options exercised in 2004, and unexercised options held as of December 31, 2004, by each of the named executive officers. The "Value Realized" and the "Value of Unexercised In-the-Money Options" shown in the table represent an amount equal to the difference between the assumed initial public offering price of $ per share, the midpoint of the range on the cover page of the prospectus, and the applicable exercise price per share, multiplied by the number of shares issued or issuable, as the case may be, on the exercise of the option. All options were granted under our amended and restated 2003 stock option and grant plan.

Employment Contracts, Termination of Employment and Change-in-Control Arrangements

Our employment agreement with Mr. Jung, dated May 2, 2003, establishes that he will serve as our Chief Executive Officer and as a member of our board of directors and provides for an initial annual salary and eligibility for standard benefits and incentive bonus programs that may be established from time to time. Mr. Jung's current annual salary is $365,000, and his maximum bonus under our Executive Management Bonus Plan is $360,000. If his employment is terminated by us for cause or if he voluntarily elects to terminate his employment, he is entitled to receive his salary and other benefits, including any bonus he may have earned, through the date of his termination. If his employment is terminated by us without cause or if he terminates his employment due to a constructive termination, in addition to any compensation and benefits to which he is entitled through the date of his termination, he is entitled to receive his then-current annual base salary and continuation of his company-paid health benefits for an additional 12 months after that date, subject to his execution of a release of claims in a form satisfactory to us. If Mr. Jung is unable to perform his duties because he becomes disabled, we may terminate his employment and pay him his full salary and benefits through the earlier of the date which is six months from the date of disability or August 28, 2006, or the expiration date of any subsequent term of employment under the agreement. Also, the failure to re-elect him to our board of directors constitutes a constructive termination. We maintain a $2,000,000 life insurance policy on Mr. Jung for the benefit of his family and are obligated to pay all fees and normal expenses associated with Mr. Jung's participation in the Young Presidents' Organization, up to a maximum of $20,000 per year. The term of our employment agreement with Mr. Jung ends on August 28, 2006 and thereafter renews automatically for successive one-year periods, unless either Mr. Jung or we give written notice at least 60 days prior to August 28, 2006 or the ending date of any succeeding term.

Pursuant to Mr. Jung's employment agreement, on August 28, 2003, Mr. Jung purchased 2,020,000 shares of common stock at a purchase price of $0.0005 per share. Of the shares purchased by Mr. Jung, 1,600,000 were subject to our right to repurchase the shares upon termination of his employment. Our repurchase right would have lapsed in four equal installments on each successive anniversary of August 28, 2003. In June 2004, we repurchased the 1,600,000 shares from Mr. Jung at the original purchase price. In June 2004, we granted Mr. Jung an option to purchase 2,080,000 shares of our common stock at an exercise price of $1.75 per share, of which 620,000 shares vested on the date of grant and the remainder began vesting monthly over the 36-month period thereafter, and an option to purchase 400,000 shares of our common stock at an exercise price of $15.00 per share, with the shares vesting monthly over the 36-month period beginning on the date of grant. In addition, upon the closing of a change in control of our company, any unvested shares subject to these options will vest completely.

Our offer letter to Mr. Jalichandra, dated June 23, 2003, provides for an initial annual salary and eligibility for standard benefits and incentive bonus programs that may be established from time to time. Mr. Jalichandra's current annual salary is $180,000, and his maximum bonus under our Executive Management Bonus Plan is $120,000. In November 2003, we granted Mr. Jalichandra an option to purchase 50,000 shares of our common stock at an exercise price of $0.0005 per share, of which 1,040 shares vested on the date of grant and the remainder began vesting monthly over the 47-month period thereafter. Upon the closing of a change in control of our company, any unvested shares subject to these options

shall vest completely. Mr. Jalichandra's employment is at will and may be terminated at any time, with or without formal cause.

Mr. Keller's current annual salary is $230,000, and his maximum bonus under our Executive Management Bonus Plan is $75,000. Mr. Keller's employment is at will and may be terminated at any time, with or without formal cause.

On August 28, 2003, Mr. Keller purchased 476,000 shares of common stock at a purchase price of $0.0005 per share. Of the shares purchased by Mr. Keller, 400,000 were subject to our right to repurchase the shares upon termination of his employment. Our repurchase right would have lapsed in four equal installments on each successive anniversary of August 28, 2003. In June 2004, we repurchased the 400,000 shares from Mr. Keller at the original purchase price. In June 2004, we granted Mr. Keller an option to purchase 520,000 shares of our common stock at an exercise price of $1.75 per share, of which 155,000 shares vested on the date of grant and the remainder began vesting monthly over the 36-month period thereafter, and an option to purchase 100,000 shares of our common stock at an exercise price of $15.00 per share, with the shares vesting monthly over the 36-month period beginning on the date of grant. In addition, upon the closing of a change in control of our company, any unvested shares subject to these options shall vest completely.

Our offer letter to Mr. Sheridan, dated April 29, 2004, provides for an initial annual salary and eligibility for standard benefits and incentive bonus programs that may be established from time to time. Mr. Sheridan's current annual salary is $260,000, and his maximum bonus under our Executive Management Bonus Plan is $210,000. Pursuant to Mr. Sheridan's offer letter, Mr. Sheridan purchased 350,000 shares of our common stock at a purchase price of $1.75 per share, subject to our right to repurchase these shares upon termination of his employment. Our repurchase right lapses ratably over the 48-month period beginning on May 4, 2004. Our repurchase right would lapse as to all shares subject to our repurchase right if Mr. Sheridan remains employed by the company surviving a change in control of our company through the one-year anniversary of the change in control or his employment with that company is terminated (without cause) or constructively terminated prior to that date. Mr. Sheridan's employment is at will and may be terminated at any time, with or without formal cause.

Our offer letter to Mr. Strang, dated December 22, 2004, provides for an initial annual salary and eligibility for standard benefits and incentive bonus programs that may be established from time to time. Mr. Strang's current annual salary is $300,000, and his maximum bonus under our Executive Management Bonus Plan is $375,000. In December 2004, we granted Mr. Strang an option to purchase 150,000 shares of our common stock at an exercise price of $5.50 per share, of which 3,125 shares vested on the January 31, 2005 and the remainder began vesting monthly over the 47-month period thereafter. Following the closing of a change in control of our company prior to 2006, so long as Mr. Strang remains employed by the company surviving the change in control, the rate at which shares subject to his option vest will be reduced by approximately 50% and an additional number of unvested shares subject to his option equal to 50% of the unvested shares as of the closing shall vest completely on the one-year anniversary of the closing. Following the closing of a change in control of our company after December 31, 2005, if Mr. Strang remains employed through the

one-year anniversary of the closing or his employment is terminated (without cause) or constructively terminated prior to that date, any unvested shares subject to his options shall vest completely. Mr. Strang's employment is at will and may be terminated at any time, with or without formal cause.

Our Executive Management Bonus Plan FY 2005 provides incentives to designated senior management personnel, including all of our executive officers, to assist us in achieving our financial performance objectives, and to reward these officers for their contributions toward our success and profitability. Under the Plan, each participant is eligible to receive an annual bonus based solely on our actual earnings before interest, taxes, depreciation and amortization, or EBITDA, in 2005 in relation to our target 2005 EBITDA stated in each participant's plan. The specific 2005 EBITDA target is not public information. In the event that we achieve the target 2005 EBITDA and a participant is employed by us through the distribution date, that participant's actual bonus payment is equal to his or her target bonus payment, plus an additional 25% of the target bonus payment for each $500,000 over the 2005 EBITDA target. The maximum bonus for each participant is limited to 300% of the target bonus.

As of March 31, 2005, 1,481,810 shares of restricted stock were issued and outstanding under our amended and restated 2003 stock option and grant plan pursuant to restricted stock grants or stock option exercises, options to purchase 4,427,500 shares of our common stock were outstanding and 1,091,690 shares were available for future option and restricted stock grants. The options outstanding under this plan had a weighted average exercise price of $4.25 per share. Our employees, directors and consultants are eligible to receive awards under this plan. Upon the closing of this offering and the effectiveness of the 2005 equity incentive plan, we will no longer grant options under the amended and restated 2003 stock option and grant plan. However, any outstanding options under this plan will remain outstanding and subject to all applicable terms of this plan and related stock option agreements until they are exercised or until they terminate or expire by their terms. Outstanding options under our amended and restated 2003 stock option and grant plan are subject to terms substantially similar to those described below with respect to options to be granted under our 2005 equity incentive plan. Upon the effective time of our merger or consolidation or the sale of all or substantially all of our assets, the amended and restated 2003 stock option and grant plan and all outstanding options issued thereunder will terminate, unless otherwise provided for by the parties to the corporate transaction.

In 2005, our board of directors adopted and, in 2005, our stockholders approved our 2005 equity incentive plan. This plan will become effective upon the closing of this offering and will serve as a successor to our amended and restated 2003 stock option and grant plan. The 2005 equity incentive plan authorizes the award of options, restricted stock, stock appreciation rights, stock units and stock bonuses.

Our 2005 equity incentive plan will be administered by the compensation committee of our board of directors. Our compensation committee has the authority to interpret this plan and any agreement entered into under it, grant awards and make all other determinations for the administration of the plan.

Our 2005 equity incentive plan provides for the grant of both incentive stock options that qualify under Section 422 of the Internal Revenue Code and nonqualified stock options. The incentive stock options may be granted only to our employees or employees of any of our subsidiaries. The nonqualified stock options, and all awards other than incentive stock options, may be granted to our employees, officers, directors, consultants, independent contractors and advisors and those of any of our subsidiaries. However, consultants, independent contractors and advisors are only eligible to receive awards if they render bona fide services not in connection with the offer and sale of securities in a capital-raising transaction. The exercise price of incentive stock options must be at least equal to the fair market value of our common stock on the date of grant. The exercise price of incentive stock options granted to 10% stockholders must be at least equal to 110% of the fair market value of our common stock on the date of grant.

The other types of awards permitted under our 2005 equity incentive plan are briefly described below.

Restricted stock awards are shares of our common stock that vest in accordance with terms and conditions established by the compensation committee. The compensation committee will determine the period of restriction and the number of shares of restricted stock granted to any director, employee or consultant. The compensation committee may impose whatever conditions to vesting it determines to be appropriate. For example, the compensation committee may set restrictions based on the achievement of specific performance goals. Holders of restricted stock may exercise voting rights and receive dividends with respect to those restricted shares, unless the compensation committee determines otherwise. Shares of restricted stock that do not vest are subject to our right of repurchase or forfeiture.

Stock appreciation rights allow the recipient to receive the appreciation in the fair market value of our common stock between the exercise date and the date of grant. The compensation committee will determine the terms of stock appreciation rights, including when those rights become exercisable and whether to pay the increased appreciation in cash, shares of our common stock or both.

Stock units allow the recipient to receive, on a date after the date of grant, cash or shares of our common stock, which may be subject to additional vesting, on conditions determined by our compensation committee. Stock units may provide for "dividend equivalent units" to account for dividends made prior to settlement, but may not provide for voting rights until settled in shares. Settlement may be made in a lump sum or in installments.

Stock bonuses allow the recipient to receive shares that carry voting rights and are eligible for dividends at the same rate as our other shares of common stock. Bonused shares may be subject to vesting and other restrictions.

The maximum term for options granted under our 2005 equity incentive plan is ten years. Options granted under this plan may not be transferred in any manner other than by will or by the laws of descent and distribution and may be exercised during the lifetime of the optionee only by the optionee. Our compensation committee may allow exceptions to this restriction for awards that are not incentive stock options. Options granted under our 2005 equity incentive plan will expire one month after the termination of an optionee's service to us or to a parent or subsidiary of ours for cause, three months after the termination if the termination is for a reason other than death, disability or cause, and 12 months after the termination if the termination is due to death or disability. In the event of a liquidation, dissolution or change in control transaction, except for options granted to non-employee directors, the options may be assumed or substituted by the successor company.

There are shares of our common stock reserved for issuance under our 2005 equity incentive plan, which includes the shares of our common stock reserved under our amended and restated 2003 stock option and grant plan that were not issued or subject to outstanding grants on the date of this prospectus. The number of shares reserved for issuance under this plan will be increased by:

In addition, under the terms of our 2005 equity incentive plan, the number of shares of our common stock reserved for issuance under the plan will increase automatically on January 1 of each year starting in 2006 by an amount equal to % of our total outstanding shares of common stock as of the immediately preceding December 31.

Shares available for grant and issuance under our 2005 equity incentive plan include:

During any calendar year, no person will be eligible to receive more than 1,000,000 shares, or 2,000,000 shares in the case of a new employee, under our 2005 equity incentive plan. The plan will terminate in August 2015, unless it is terminated earlier by our board of directors.

We sponsor a defined contribution plan intended to qualify under Section 401 of the Internal Revenue Code, or a 401(k) plan. Employees are generally eligible to participate in, and may enter, the plan as of the first day of the month coinciding with or next following the date on which they meet the requirements. Participants may make pre-tax contributions to the plan of up to 20% of their eligible earnings, subject to a statutorily prescribed annual limit. Each participant is fully vested in his or her contributions and their investment earnings. Contributions to the plan by the participants or any voluntary contributions by us, and their investment earnings, are generally not taxable to the participants until withdrawn. Participant and any company contributions are held in trust as required by law. Individual participants may direct the trustee to invest their accounts in authorized investment alternatives.

Our certificate of incorporation includes a provision that eliminates the personal liability of our directors for monetary damages resulting from breach of fiduciary duty as directors, except for liability:

We have entered into indemnification agreements with each of our current directors and executive officers to give them additional contractual assurances regarding the scope of the indemnification provided in our certificate of incorporation and bylaws and to provide additional procedural protections. Presently, there is no pending litigation or proceeding involving any of our directors, executive officers or employees for which indemnification is sought, nor are we aware of any threatened litigation that may result in claims for indemnification.

We have liability insurance for our directors and officers and intend to obtain a rider to extend that coverage for public securities matters. This liability insurance includes "tail insurance" to cover claims arising from or related to facts or events that occurred at or before the completion of the going-private transaction, as described below under "Certain Relationships and Related Transactions—Going-Private Transaction."

Other than compensation and other agreements disclosed, where required, in "Management," and the transactions described below, since January 1, 2002 there has not been, nor is there currently proposed, any transaction or series of similar transactions to which we were or will be a party:

In May 2003, we entered into an agreement and plan of merger with an indirect subsidiary of Great Hill Partners, LLC, which provided for the merger of that subsidiary into us. Under the terms of that agreement:

Messrs. Anderson, Jung and Keller, our executive officers and/or directors prior to the going-private transaction, continued to be our minority stockholders upon the closing of the going- private transaction and continued to serve us following the closing in essentially the same roles that they had had prior to the closing. Please also refer to "Management—Employment Contracts, Termination of Employment and Change-in-Control Arrangements" for a description of the terms of Mr. Jung's employment agreement and Mr. Keller's change-in-control arrangements, and to "Management—Indemnification of Directors and Officers and Limitation of Liability" for a description of the terms of Messrs. Anderson's, Jung's and Keller's indemnification agreements.

At the time we entered into this agreement, entities affiliated with Great Hill Partners, LLC and Messrs. Anderson, Jung and Keller agreed that they would purchase a total of 17,000,000 shares of common stock and 34,923,565 shares of Series A redeemable preferred stock of the indirect subsidiary of Great Hill Partners, LLC prior to the closing of the going-private transaction for a total of $8,500, or $0.0005 per share, and $34,923,565, or $1.00 per share, respectively. See "—GameSpy Acquisition and its Financing—Common Stock and Series A Redeemable Preferred Stock Purchased by Insiders" below for more current information with respect to the holdings of these individuals and entities. These shares became our shares of common stock and Series A redeemable preferred stock following the closing of the going-

private transaction in August 2003 and were held immediately following the closing as follows.

Name	Common Stock	Series A Redeemable Preferred Stock	Aggregate Purchase Price
Entities affiliated with Great Hill Partners, LLC	13,123,560	26,960,108	$	26,966,670
Christopher Anderson (1)	3,243,780	6,663,773		6,665,395
Mark A. Jung (2)	486,660	999,757		1,000,000
Kenneth H. Keller (3)	146,000	299,927		300,000

	17,000,000	34,923,565	$	34,932,065

These purchasers also entered into a registration rights agreement with respect to their shares, which was assumed by us in connection with the going-private transaction. See "Description of Capital Stock—Registration Rights" for a description of this agreement.

Upon the closing of the going-private transaction, each of our public company stockholders, including Messrs. Anderson, Jung and Keller, became entitled to receive $12.00 in cash for each share of common stock owned at that time. In addition, all outstanding warrants were terminated and all outstanding vested in-the-money stock options were canceled. These securities were converted into the right to receive an amount in cash equal to the difference between $12.00 and the applicable exercise price per share of common stock subject to that warrant or stock option (net of any tax withholdings). The following table presents, as of the date we entered into the agreement with the subsidiary, the number of shares of our common stock beneficially owned, and the number of shares of our common stock subject to vested and unvested in-the-money stock options held, by each of our then-executive officers and directors and the aggregate payment that each of these executive officers and certain current and former directors received in connection with the going-private transaction as a result of those holdings.

				In-the-Money Stock Options
Name				Total Payments
	Shares		Vested		Unvested
Christopher Anderson		832,758		70		208	(1)	$	9,995,565
Mark A. Jung		159,059	(2)	93,404		39,375	(3)		2,817,795
Kenneth H. Keller		34,120	(4)	23,056		17,500	(5)		646,308
James R. Tolonen*		53,356	(6)	500		2,500	(7)		622,782
Richard D. Boyce*		12,864		1,750		1,250	(8)		175,488
Robert H. Reid*		8,334		1,820		1,458	(9)		123,597

		1,100,491		120,600		62,291	(10)	$	14,381,535

On August 28, 2003, an indirect subsidiary of Great Hill Partners, LLC loaned $1,010,000 to Mr. Jung, which was used by Mr. Jung to purchase 486,660 shares of common stock and 999,757 shares of Series A redeemable preferred stock of the subsidiary in connection with the going-private transaction and 2,020,000 shares of that entity's common stock pursuant to a restricted stock award, at an interest rate of 4.0% per year. This loan was evidenced by a promissory note and secured by all shares of common stock and Series A redeemable preferred stock and any other property held by Mr. Jung. These shares became shares of our common stock and Series A redeemable preferred stock upon the completion of the going-private transaction. Immediately after the closing of the going-private transaction, on August 29, 2003, Mr. Jung paid all amounts owing under the promissory note, at which point all obligations under the promissory note terminated.

On August 28, 2003, an indirect subsidiary of Great Hill Partners, LLC loaned $6,665,395 to Mr. Anderson, which was used by Mr. Anderson to purchase 3,243,780 shares of common stock and 6,663,773 shares of Series A redeemable preferred stock of the subsidiary in connection with the going-private transaction, at an interest rate of 4.0% per year. This loan was evidenced by a promissory note and secured by all shares of common stock and Series A

redeemable preferred stock and any other property held by Mr. Anderson. These shares became shares of our common stock and Series A redeemable preferred stock upon the completion of the going-private transaction. Immediately after the closing of the going-private transaction, on August 29, 2003, Mr. Anderson paid all amounts owing under the promissory note, at which point all obligations under the promissory note terminated.

In March 2004, in connection with our acquisition of GameSpy, we issued and sold 1,216,620 shares of common stock and 4,999,392 shares of Series A Redeemable preferred stock for $0.0005 and $1.00 per share, respectively. These shares were sold to the following greater than 5% stockholders, executive officers and directors.

Name	Common Stock	Series A Redeemable Preferred Stock	Aggregate Purchase Price
Entities affiliated with Great Hill Partners, LLC (1)	590,940	2,428,228	$	2,428,524
Liberty Mutual Insurance Company (2)	348,280	1,431,176		1,431,350
Christopher Anderson	232,140	953,935		954,051
Mark A. Jung	34,820	143,118		143,135
Kenneth H. Keller	10,440	42,935		42,940

	1,216,620	4,999,392	$	5,000,000

We paid total fees of $1,225,000 to entities affiliated with Great Hill Partners, LLC for services provided in connection with our acquisition of GameSpy and the related financings.

In March 2004, in connection with our acquisition of GameSpy, we sold the securities discussed below to Banc of America Capital Investors, L.P., a current holder of more than 5% of our common stock.

Issuance and Redemption of Series B Redeemable Preferred Stock. We sold 56,298 shares of Series B redeemable preferred stock for a purchase price of $10,000,000. Concurrently with the closing of this offering, and assuming we complete this offering as of September 30, 2005, we will redeem all of the outstanding shares of our Series B redeemable preferred stock for approximately $7.3 million, including the payment of accrued and unpaid dividends, the Series A participation amount and the prepayment penalty, as required by their terms. In connection with this redemption, we will also pay a mandatory distribution of $10.0 million on these shares and issue 1,125,960 shares of our common stock, in accordance with the terms of our Series B redeemable preferred stock.

Sale of Warrant to Purchase Shares of Common Stock. We sold a warrant to purchase 1,125,960 shares of our common stock, with an exercise price of $0.0005 per share. In

July 2004, Banc of America Capital Investors, L.P. elected to do a cashless exercise of this warrant, that is, to exercise the warrant for a lesser number of shares of common stock in lieu of paying cash. Accordingly, a total of 1,125,638 shares of our common stock were issued upon exercise of this warrant. The number of shares that were issued was based upon the value of the common stock at the time of the cashless exercise.

Sale of Senior Subordinated Notes. We sold $20,000,000 of senior subordinated notes. Upon the closing of this offering, we expect to redeem all of the senior subordinated notes for $21.0 million in accordance with their terms.

Redemption of Series A Redeemable Preferred Stock on Closing of This Offering

Upon the closing of this offering, we will redeem all of the outstanding shares of our Series A redeemable preferred stock for approximately $44.9 million, in accordance with their terms. The following table presents the allocation among our directors, executive officers and greater than 5% stockholders and their affiliates of the 18,216,620 shares of common stock and 39,922,957 shares of Series A redeemable preferred stock that were issued in connection with the going-private transaction and the GameSpy acquisition, the aggregate purchase price paid for these shares, and the amount we expect to pay to redeem the Series A redeemable preferred stock, assuming the closing date of this offering is September 30, 2005. These individuals and entities will continue to own the shares of common stock reflected in the table following the closing of this offering.

In addition to the acceleration of vesting described under "Management—Employment Contracts, Termination of Employment and Change-in-Control Arrangements", our executive officers other than our Named Executive Officers have purchased shares of our common stock at a purchase price of $1.75 per share, subject to our lapsing right to repurchase these shares upon termination of their employment. Our right of repurchase lapses completely with respect to the shares held by an executive if he remains employed by the company surviving a change in control of our company through the one-year anniversary of the change in control or his employment with that company is terminated (without cause) or constructively terminated prior to that date. As of March 31, 2005, there were 154,378 unvested shares subject to options containing these rights.

In October 1999, we loaned an aggregate of $333,000 to the James R. Tolonen and Ginger Tolonen Family Trust dated 9/26/96 in connection with its purchase of 100,000 shares of our Series B-1 preferred stock at $6.33 per share. At the time of the loan, James R. Tolonen was one of our executive officers. The loan was evidenced by a full recourse promissory note and secured by a stock pledge agreement. The note accrued interest at a rate of 5.86% per year and was paid in full in March 2003.

We have entered into an indemnification agreement with each of our directors and executive officers. The indemnification agreements and our bylaws require us to indemnify our directors and officers to the fullest extent permitted by Delaware law. See "Management—Indemnification of Directors and Officers and Limitation of Liability."

The following table presents information regarding the beneficial ownership of our common stock as of March 31, 2005, and as adjusted to reflect the sale of the common stock in this offering, by:

The percentage of shares beneficially owned prior to the offering is based on 21,950,028 shares of common stock outstanding as of March 31, 2005. The percentage of shares beneficially owned after this offering includes the shares of common stock being offered by this prospectus but does not include the shares that are subject to the underwriters' over-allotment option. Percentage ownership figures after the offering do not include any shares that may be purchased in this offering.

Beneficial ownership is determined under the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Unless indicated above, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. Shares of common stock subject to options that are currently exercisable or exercisable within 60 days of March 31, 2005 are deemed to be outstanding and to be beneficially owned by the person holding the options for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Immediately following the closing of this offering, our authorized capital stock will consist of 100,000,000 shares of common stock, $0.0001 par value per share, and 5,000,000 shares of preferred stock, $0.0001 par value per share.

Following the closing of this offering, we intend to amend and restate our certificate of incorporation. Our amended and restated certificate of incorporation, amended and restated bylaws and registration rights agreement, described below, are included as exhibits to the registration statement of which this prospectus forms a part.

As of March 31, 2005, there were 20,824,068 shares of common stock outstanding held by 24 stockholders of record. Each outstanding share of common stock is, and all shares of common stock to be outstanding upon completion of this offering will be, fully paid and nonassessable.

Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of common stock are entitled to receive dividends out of assets legally available, at the times and in the amounts that our board of directors may from time to time determine.

Each common stockholder is entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders. Cumulative voting for the election of directors is not provided for in our certificate of incorporation, which means that the holders of a majority of the shares voted can elect all of the directors then standing for election.

The common stock is not entitled to preemptive rights and is not subject to conversion or redemption.

Upon our liquidation, dissolution or winding-up, the assets legally available for distribution to stockholders are distributable ratably among the holders of the common stock and any participating preferred stock outstanding at that time after payment of liquidation preferences, if any, on any outstanding preferred stock and payment of other claims of creditors.

Upon the closing of this offering, all shares of our preferred stock will be redeemed and we will issue 20 shares of our common stock for every one share of our Series B redeemable preferred stock redeemed. See Note 9 of notes to our consolidated financial statements for a description of this preferred stock.

Following this offering, the board of directors will be authorized, subject to the limits imposed by Delaware law, to issue preferred stock in one or more series, to establish from time to time the number of shares to be included in each series, and to fix the rights,

preferences and privileges of the shares of each wholly unissued series and any of its qualifications, limitations or restrictions. Our board of directors can also increase or decrease the number of shares in any series, but not below the number of shares of a given series then outstanding, without any further vote or action by the stockholders.

The board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of the common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in control of our company and might adversely affect the market price of our common stock and the voting and other rights of the holders of common stock. We have no current plan to issue any shares of preferred stock.

Pursuant to the terms of our registration rights agreement, which is attached as an exhibit to the registration statement of which this prospectus forms a part, the holders of 20,964,218 shares of common stock have the right to require us to register their shares with the Securities and Exchange Commission so that those shares may be publicly resold. They also have the right to require us to include their shares in any registration statement that we file.

At any time more than six months after the closing of this offering, these stockholders can request that we file a registration statement so they can publicly sell their shares. The underwriters of any underwritten offering will have the right to limit the number of shares to be included in a registration statement.

Who May Make a Demand. At any time more than six months after the closing of this offering, the holders of a majority of the shares having registration rights held by Great Hill Equity Partners II L.P., its affiliates, Liberty Mutual Insurance Company and any of their direct or indirect transferees or the holders of a majority of the shares having registration rights held by Banc of America Capital Investors, L.P. have the right to demand that we file a registration statement on a form other than Form S-3. If we are eligible to file a registration statement on Form S-3, any holder of shares having registration rights will have the right to demand that we file a registration statement on Form S-3, so long as the anticipated aggregate sales price of those registered securities as of the date of the filing of the Form S-3 exceeds $500,000.

Number of Times Holders Can Make Demands. The holders of a majority of the shares having registration rights held by Great Hill Equity Partners II L.P., its affiliates, Liberty Mutual Insurance Company and any of their direct or indirect transferees may not demand more than three registration statements. The holders of a majority of the shares having registration rights held by Banc of America Capital Investors, L.P. may not demand more than one registration statement. However, these holders may demand one additional registration statement if they had requested a number of securities be included in the first registration statement that, if sold, would have resulted in their owning less than 5% of our outstanding common stock, but were unable to sell enough securities for them to own less than that amount because of underwriter limitations.

Postponement. We may postpone the filing of a registration statement for up to 90 days once in a 12-month period if we are advised by legal counsel that the filing would require a special audit or disclosure of a material pending transaction or other matter and our board of directors determines that the required disclosure would have a material adverse effect on us.

If we register any securities for public sale, holders of 20,964,218 shares of common stock will have the right to include their shares in the registration statement. The underwriters of any underwritten offering will have the right to limit the number of shares to be included in a registration statement.

We will pay all of the expenses relating to any demand or piggyback registration, except underwriting fees, commissions or discounts.

Provisions of Delaware law and our amended and restated certificate of incorporation and bylaws to be effective upon the closing of this offering could make the acquisition of us and the removal of incumbent directors more difficult. These provisions are expected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to negotiate with us first.

We will be subject to the provisions of Section 203 of the Delaware General Corporation Law regulating corporate takeovers. In general, this section prohibits a publicly-held Delaware corporation from engaging in a "business combination" with an "interested stockholder" for a period of three years after the date that the person became an interested stockholder unless, subject to exceptions, the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner. Generally, an "interested stockholder" is a person who, together with affiliates and associates, owns, or within three years prior to the date on which it is sought to be determined whether such person is an interested stockholder, did own, 15% or more of the corporation's voting stock. These provisions may have the effect of delaying, deferring or preventing a change in control of our company without further action by the stockholders.

Our amended and restated certificate of incorporation to be effective upon the closing of this offering provides that stockholder action can be taken only at an annual or special meeting of stockholders and may not be taken by written consent. In addition, our amended and restated certificate of incorporation authorizes undesignated preferred stock, making it possible for our board of directors to issue, without further stockholder action, preferred stock having voting or other rights or preferences that could prevent or make more difficult an attempted hostile takeover of us. Further, our amended and restated certificate of incorporation states that our board of directors is divided into three classes. The directors in each class will serve for a three-year term, with our stockholders electing one class each year. For more information on the classification of our board of directors, please see "Management—Board of Directors Composition." This system of electing and removing directors may tend to discourage a third party from making a tender offer or otherwise attempting to obtain control of us, because it generally makes it more difficult for stockholders to replace a majority of the directors. Our amended and restated bylaws provide that special meetings of stockholders can be called only by our board of directors, the Chairman of our board of directors, if any, or our President. Moreover, the business permitted to be conducted at any special meeting of stockholders is limited to the business brought

before the meeting by our board of directors, the Chairman of our board of directors, if any, or our President.

We have applied to have our shares of common stock listed on the Nasdaq National Market under the symbol "IGNT."

The transfer agent and registrar for our common stock is . Our transfer agent and registrar's address is .

Prior to this offering, there has been no public market for our common stock. We cannot predict the effect, if any, that sales of shares of our common stock in the public market or the availability of shares of our common stock for sale might have on the market price of our common stock prevailing from time to time. Nevertheless, sales of substantial amounts of our common stock in the public market or the availability of shares of our common stock for sale could adversely affect the market price of our common stock and could impair our future ability to raise capital through the sale of our equity securities.

Upon the completion of this offering, we will have shares of common stock outstanding, assuming no exercise of the underwriters' over-allotment option and no exercise of outstanding options after March 31, 2005. Of these outstanding shares, the shares sold in this offering will be freely tradable, except that any shares held by our "affiliates," as that term is defined in Rule 144 promulgated under the Securities Act of 1933, may only be sold in compliance with the limitations described below. The remaining 21,950,028 shares of our common stock will continue to be deemed "restricted securities" as defined under Rule 144. Restricted securities may be sold in the public market only if registered or if they qualify for an exemption from registration under Rule 144 or Rule 701 promulgated under the Securities Act of 1933, which are summarized below. In addition, all of our stockholders have entered into market stand-off agreements with us and/or lock-up agreements with Deutsche Bank Securities Inc. and Lehman Brothers Inc. under which they have agreed not to sell any of their stock for 180 days following the date of this prospectus, subject to an extension of up to 17 days following the expiration of this 180-day period in the event we issue an earnings release or material financial news within 17 days prior to the expiration of this 180-day period. If such news is released or material event occurs within this 17-day period, these resale restrictions would be extended to the 18th day after the date of the release or news. Subject to the provisions of Rule 144 and Rule 701, shares will be available for sale in the public market as follows:

All of our officers and directors and stockholders have signed lock-up agreements under which they have agreed not to offer, sell, pledge, contract to sell, short sell, grant any option in or otherwise dispose of, or enter into any hedging transaction with respect to, any shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of our common stock beneficially owned by them, for a period ending at least 180 days after the date of this prospectus, subject to an extension of up to 17 days following the expiration of this 180-day period in the event we issue an earnings release or material news or a material event relating to us occurs within 17 days prior to the expiration of this 180-day period. If such news is released or material event occurs within this 17-day period, these resale restrictions would be extended to the 18th day after the date of the release or news. The foregoing does not prohibit open market purchases and sales of our common stock purchased in the open market by these holders after the completion of this offering and

transfers or dispositions by our officers, directors and stockholders can be made sooner with the written consent of both Deutsche Bank Securities Inc. and Lehman Brothers Inc. or:

in each case, so long as the transferee of the shares agrees to be bound by the lock-up agreement. In addition, the foregoing resale restrictions will not apply to transfers made in connection with a change in our control, so long as the transfer is made to a person or entity that was not one of our stockholders prior to the date of this offering.

In general, under Rule 144 as currently in effect, a person, or group of persons whose shares are required to be aggregated, including any of our affiliates, who has beneficially owned shares for at least one year, is entitled to sell within any three-month period a number of shares that does not exceed the greater of 1% of the number of shares of our common stock then outstanding, or the average weekly trading volume in our common stock during the four calendar weeks preceding the date on which notice of the sale is filed. In addition, a person who is not deemed to have been an affiliate at any time during the three months preceding a sale and who has beneficially owned the shares proposed to be sold for at least two years would be entitled to sell those shares under Rule 144(k) without regard to the requirements described above. When a person acquires shares from one of our affiliates, that person's holding period for the purpose of effecting a sale under Rule 144 would commence on the date of transfer from the affiliate.

In general, under Rule 701 of the Securities Act of 1933, an employee, officer, director, consultant or advisor who purchased shares from us in connection with a compensatory stock or option plan or other written agreement in compliance with Rule 701 is eligible, 90 days after the issuer becomes subject to the reporting requirements of the Securities Exchange Act of 1934, to resell those shares in reliance on Rule 144, but without compliance with certain restrictions, including the holding period, contained in Rule 144. However, the shares issued pursuant to Rule 701 are subject to the market stand-off and lock-up agreements described above and will only become eligible for sale upon the expiration of those agreements.

We intend to file a registration statement under the Securities Act of 1933 as promptly as possible after the date of this prospectus to register shares to be issued pursuant to our employee benefit plans. As a result, any options or rights exercised under our amended and restated 2003 stock option and grant plan, our 2005 equity incentive plan, our 2005 employee stock purchase plan or any other benefit plan after the effectiveness of the registration statement will also be freely tradable in the public market, subject to the market stand-off and lock-up agreements discussed above. However, any of these shares held by affiliates will still be subject to the volume limitation, manner of sale, notice and public information requirements of Rule 144. As of March 31, 2005, there were outstanding options under our benefit plans for the purchase of 4,427,500 shares of common stock, with an average exercise price of $4.25.

Upon the closing of this offering, the holders of 20,964,218 shares of common stock, or their transferees, will be entitled to rights with respect to the registration of those shares under the Securities Act of 1933. For a discussion of these rights, please see "Description of Capital Stock—Registration Rights." After these shares are registered, they will be freely tradable without restriction under the Securities Act of 1933.

Subject to the terms and conditions of the underwriting agreement, the underwriters named below, through their representatives Deutsche Bank Securities Inc., Lehman Brothers Inc., UBS Securities LLC and Jefferies Broadview, a division of Jefferies & Company, Inc., have severally agreed to purchase from us the following respective numbers of shares of common stock at the initial public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus:

The underwriting agreement provides that the obligations of the several underwriters to purchase the shares of common stock offered by this prospectus are subject to certain conditions precedent and that the underwriters will purchase all of the shares of common stock offered by this prospectus, other than those covered by the over-allotment option described below, if any of these shares are purchased.

We have been advised by the representatives of the underwriters that the underwriters propose to offer the shares of common stock to the public at the initial public offering price set forth on the cover page of this prospectus and to dealers at a price that represents a concession not in excess of $ per share under the initial public offering price. The underwriters may allow, and these dealers may re-allow, a concession of not more than $ per share to other dealers. After the initial public offering, the representatives of the underwriters may change the offering price and other selling terms.

We have granted to the underwriters an option, exercisable not later than 30 days after the date of this prospectus, to purchase up to additional shares of common stock at the initial public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus. The underwriters may exercise this option only to cover over-allotments made in connection with the sale of the common stock offered by this prospectus. To the extent that the underwriters exercise this option, each of the underwriters will become obligated, subject to conditions, to purchase approximately the same percentage of these additional shares of common stock as the number of shares of common stock to be purchased by it in the above table bears to the total number of shares of common stock offered by this prospectus. We will be obligated, pursuant to the option, to sell these additional shares of common stock to the underwriters to the extent the option is exercised. If any additional shares of common stock are purchased, the underwriters will offer the additional shares on the same terms as those on which the shares are being offered.

The underwriting discounts and commissions per share are equal to the initial public offering price per share of common stock less the amount paid by the underwriters to us per share of common stock. The underwriting discounts and commissions are % of the initial public offering price. We have agreed to pay the underwriters the following discounts

and commissions, assuming either no exercise or full exercise by the underwriters of the underwriters' over-allotment option:

In addition, we estimate that the total expenses of this offering payable by us, excluding underwriting discounts and commissions, will be approximately $ .

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933 and liabilities arising from breaches of the representations and warranties contained in the underwriting agreement, and to contribute to payments that the underwriters may be required to make for these liabilities.

Each of our executive officers and directors, and each of our stockholders and holders of options to purchase our stock, have agreed not to offer, sell, contract to sell or otherwise dispose of, or enter into any transaction that is designed to, or could be expected to, result in the disposition of, any shares of our common stock or other securities convertible into or exchangeable or exercisable for shares of our common stock or derivatives of our common stock owned by these persons prior to this offering or common stock issuable upon exercise of options held by these persons for a period of 180 days after the effective date of the registration statement of which this prospectus forms a part without the prior written consent of Deutsche Bank Securities Inc. and Lehman Brothers Inc. This consent may be given at any time without public notice. The period of this resale restriction may be extended for up to 17 days in the event we issue an earnings release or other material financial news within 17 days prior to the lock-up period's expiration date. Transfers or dispositions can be made during the lock-up period in the case of gifts, for estate planning purposes, to any trust for the direct or indirect benefit of the stockholder or his or her immediate family members, or for distributions to a stockholder's partners, members or stockholders, provided, in each case, the transferee signs a lock-up agreement. In addition, the foregoing resale restrictions will not apply to transfers made in connection with a change in our control, so long as the transfer is made to a person or entity that was not one of our stockholders prior to the date of this offering. We have entered into a similar agreement with the representatives of the underwriters except that, without the consent of Deutsche Bank Securities Inc. and Lehman Brothers Inc., we may grant options and sell shares pursuant to our equity compensation plans existing on the date of this prospectus, and we may issue shares of our common stock in connection with a strategic partnering transaction or in exchange for all or substantially all of the equity or assets of a company in connection with a merger or acquisition. There are no agreements between the representatives and our stockholders or affiliates releasing them from these lock-up agreements prior to the expiration of the 180-day period.

In connection with this offering, the underwriters may purchase and sell shares of our common stock in the open market. These transactions may include short sales, purchases to cover positions created by short sales and stabilizing transactions.

Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering. Covered short sales are sales made in an amount not greater than the underwriters' option to purchase additional shares of common stock from us in the offering. The underwriters may close out any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares by exercising the over-allotment option.

Naked short sales are any sales in excess of the over-allotment option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the shares in the open market prior to the completion of the offering.

Stabilizing transactions consist of various bids for or purchases of our common stock made by the underwriters in the open market prior to the completion of the offering.

The underwriters may impose a penalty bid. This would require a particular underwriter to repay to the other underwriters a portion of the underwriting discounts and commissions received by it because the representatives of the underwriters have repurchased shares sold by or for the account of that underwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions may have the effect of preventing or slowing a decline in the market price of our common stock. Additionally, these purchases, along with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of our common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the Nasdaq National Market, in the over-the-counter market or otherwise.

The representatives of the underwriters have advised us that the underwriters do not intend to confirm sales to any account over which they exercise discretionary authority.

A prospectus in electronic format is being made available on Internet web sites maintained by one or more of the lead underwriters of this offering and may be made available on web sites maintained by other underwriters. Other than this prospectus in electronic format, the information on any underwriter's web site and any information contained in any other web site maintained by an underwriter is not part of the prospectus or the registration statement of which this prospectus forms a part.

The underwriters have advised us that they do not intend to confirm sales to discretionary accounts in excess of 5% of the shares offered by them.

Immediately prior to this offering, there has been no public market for our common stock. Consequently, the initial public offering price of our common stock will be determined by negotiation among us and the representatives of the underwriters. Among the primary factors that will be considered in determining the initial public offering price are:

Certain of the underwriters have performed and may in the future perform investment banking and advisory services for us from time to time for which they have received or may in the future receive customary fees and expenses. Lehman Brothers is currently acting as exclusive financial advisor to us in connection with the evaluation of various strategic opportunities. The underwriters may, from time to time, engage in transactions with or perform services for us in the ordinary course of their business.

Fenwick & West LLP, Mountain View, California, will pass upon the validity of the issuance of the shares of common stock offered by this prospectus. The underwriters have been represented by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California.

The consolidated financial statements and schedule of IGN Entertainment, Inc. as of December 31, 2003 and 2004, and for the year ended December 31, 2002, eight months ended August 31, 2003, four months ended December 31, 2003 and year ended December 31, 2004, have been included in the registration statement herein in reliance upon the report of KPMG LLP, an independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing. KPMG LLP's audit report contains explanatory paragraphs that refer to (i) a restatement of the consolidated financial statements as of December 31, 2003 and for the year ended December 31, 2002 and four months ended December 31, 2003, (ii) the presentation of the financial statements for the year ended December 31, 2002 and the eight months ended August 31, 2003 on a different reporting basis than the financial statements for the four months ended December 31, 2003 and year ended December 31, 2004 and (iii) the adoption of the provision of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets," on January 1, 2002.

The financial statements of GameSpy Industries, Inc. as of and for the year ended December 31, 2003 have been included in the registration statement herein in reliance upon the report of KPMG LLP, an independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

On August 28, 2003, our board of directors dismissed Ernst & Young LLP as our independent auditors. Our board of directors subsequently appointed Burr, Pilger & Mayer LLP as our independent auditors. There were no disagreements with the former accountants during the year ended December 31, 2002 or during any subsequent interim period preceding their replacement on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the former accountants' satisfaction, would have caused them to make reference to the subject matter of the disagreement in connection with their report. Ernst & Young LLP issued a report (which contains an explanatory paragraph describing conditions that raise substantial doubt

about our ability to continue as a going concern) on the consolidated financial statements as of and for the year ended December 31, 2002. We did not consult with Burr, Pilger & Mayer LLP on any accounting or financial reporting matters in the periods prior to their appointment.

We requested Ernst & Young LLP to furnish a letter addressed to the Securities and Exchange Commission, stating whether it agrees with these statements made by us and, if not, stating the respects in which it does not agree. A copy of this letter, dated as of July 13, 2005, which states that it agrees with these statements, is filed as Exhibit 16.01 to the registration statement of which this prospectus forms a part.

On May 10, 2004, our board of directors dismissed Burr, Pilger & Mayer LLP as our independent auditors. Our board of directors subsequently appointed KPMG LLP as our independent auditors. There were no disagreements with the former accountants during the four month period ended December 31, 2003 or during any subsequent interim period preceding their replacement on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the former accountants' satisfaction, would have caused them to make reference to the subject matter of the disagreement in connection with their report. The former independent auditors issued a report (which contains an explanatory paragraph describing conditions that raise substantial doubt about our ability to continue as a going concern) on the consolidated financial statements as of and for the four months ended December 31, 2003. We did not consult with KPMG LLP on any accounting or financial reporting matters in the periods prior to their appointment.

We requested Burr, Pilger & Mayer LLP to furnish a letter addressed to the Securities and Exchange Commission, stating whether it agrees with these statements made by us and, if not, stating the respects in which it does not agree. A copy of this letter, dated as of July 13, 2005, which states that it agrees with these statements, is filed as Exhibit 16.02 to the registration statement of which this prospectus forms a part.

We have filed with the Securities and Exchange Commission a registration statement on Form S-1 under the Securities Act of 1933 with respect to the common stock offered by this prospectus. This prospectus, which forms a part of that registration statement, does not contain all of the information included in the registration statement or the accompanying exhibits and schedule. For additional information about us and our common stock, you should refer to the registration statement and the accompanying exhibits and schedule. Statements contained in this prospectus regarding the contents of any contract, agreement or other document to which we make reference are not necessarily complete. In each instance, we make reference to the copy of the contract, agreement or other document filed as an exhibit to the registration statement.

You may also read and copy the registration statement, the related exhibits and the other materials we file with the Securities and Exchange Commission at its public reference facilities at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may also obtain copies of those documents at prescribed rates by writing to the Public Reference Section of the Securities and Exchange Commission at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities.

Immediately prior to this offering, we will become subject to the information and periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly, will file periodic reports, proxy statements and other information with the Securities and Exchange Commission. Our periodic reports, proxy statements and other information will be available for inspection and copying at the Securities and Exchange Commission's public reference facilities and on the Securities and Exchange Commission's web site, www.sec.gov.

		Page
IGN Entertainment, Inc.
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets		F-3
Consolidated Statements of Operations		F-4
Consolidated Statements of Redeemable Preferred Stock and Stockholders' Equity		F-5
Consolidated Statements of Cash Flows		F-6
Notes to Consolidated Financial Statements		F-7
GameSpy Industries, Inc.
Independent Auditors' Report		F-55
Balance Sheet		F-56
Statement of Operations		F-57
Statement of Stockholders' Equity		F-58
Statement of Comprehensive Loss		F-59
Statement of Cash Flows		F-60
Notes to Financial Statements		F-61
Unaudited Pro Forma Combined Condensed Statement of Operations
Unaudited Pro Forma Combined Condensed Statement of Operations Overview		F-73
Unaudited Pro Forma Combined Condensed Statement of Operations		F-74
Notes to Unaudited Pro Forma Combined Condensed Statement of Operations		F-75

We have audited the accompanying consolidated balance sheets of IGN Entertainment, Inc. and subsidiaries as of December 31, 2003 and 2004, and the related consolidated statements of operations, redeemable preferred stock and stockholders' equity, and cash flows for the year ended December 31, 2002, eight months ended August 31, 2003, four months ended December 31, 2003, and the year ended December 31, 2004. In connection with our audits of the consolidated financial statements, we have also audited the related financial statement schedule as of and for the year ended December 31, 2002, eight months ended August 31, 2003, four months ended December 31, 2003 and year ended December 31, 2004. These consolidated financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of IGN Entertainment, Inc. and subsidiaries as of December 31, 2003 and 2004, and the results of their operations and their cash flows for the year ended December 31, 2002, eight months ended August 31, 2003, four months ended December 31, 2003, and year ended December 31, 2004 in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

As discussed in Note 2, the Company has restated its consolidated statements of operations, redeemable preferred stock and stockholders' equity, and cash flows, which were audited by other auditors, for the year ended December 31, 2002 and as of and for the four months ended December 31, 2003.

As discussed in Note 1, the consolidated statements of operations, redeemable preferred stock and stockholders' equity and cash flows of IGN Entertainment, Inc. for the year ended December 31, 2002 and the eight months ended August 31, 2003 are presented on a different reporting basis than the consolidated statements of operations, redeemable preferred stock and stockholders' equity and cash flows for the four months ended December 31, 2003 and for the year ended December 31, 2004, and are therefore not comparable.

As discussed in Note 1, effective January 1, 2002, the Company adopted the provisions of Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets."

Mountain View, California
June 7, 2005
except for Note 16, as to which the date is
July 7, 2005

IGN ENTERTAINMENT, INC.

CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)

IGN ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)

IGN ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY
(In thousands, except share data)

IGN Entertainment, Inc. ("IGN" or the "Company") is a community-based Internet media and services company for the video game industry. The Company operates an extensive network of branded web sites that provide content and services to consumers, advertisers and publishers of video games and other forms of digital entertainment. IGN serves the members of this community by allowing video game publishers, video game consumers and IGN's editorial staff to create and share content in order to enhance the video game evaluation and game play experience. IGN provides advertisers of video games, entertainment and other consumer products and services targeted access to its community of users. IGN also provides paid premium content subscriptions to its community base and has a retail store, Direct2Drive, which digitally distributes authorized video games to consumers. IGN also operates two entertainment web sites focused on movie-related content.

The consolidated financial statements of IGN and its wholly-owned subsidiaries are prepared in conformity with accounting principles generally accepted in the United States of America. All significant intercompany balances and transactions have been eliminated.

As further discussed in Note 3, on August 29, 2003, IGN was merged with GHP Acquisition Corp. ("GHAC") in a going-private transaction. The merger between IGN and GHAC was accounted for under the purchase method of accounting. Under purchase accounting, a new basis of accounting is established on the effective date of the merger, assets and liabilities of the acquired company are stated at their estimated fair value and liabilities of the acquired company are stated at their anticipated settlement amounts. The assets and the liabilities of the acquiring entity are carried over to the consolidated financial statements at their historical bases. Therefore, the consolidated financial statements for periods after August 31, 2003 (successor company) are not comparable to prior periods. As GHAC had no ongoing operations, the accompanying consolidated statements of operations, redeemable preferred stock and stockholders' equity and cash flows for the year ended December 31, 2002 and for the eight months ended August 31, 2003 are the consolidated financials statements of IGN presented on a historical basis (predecessor company) comparable to periods prior to January 1, 2002, assuming the realization of assets and the payment of liabilities in the normal course of business.

All shares of common stock, options to purchase shares of common stock, and per share amounts in the consolidated financial statements as of and for the four months ended December 31, 2003, year ended December 31, 2004 and three months ended March 31, 2004 and notes thereto have been adjusted to retroactively reflect the Company's twenty-for-one stock split effective April 16, 2004.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of

revenue and expenses during the reporting period. Actual results could differ materially from those estimates.

The accompanying unaudited consolidated interim financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with Article 10 of Regulation S-X, and reflect all adjustments, consisting only of normal recurring adjustments, that in the opinion of management are necessary to present fairly the financial position and the results of operations for interim periods. Results for the interim periods are not necessarily indicative of results for the entire fiscal year.

Cash and cash equivalents consist of highly liquid investments with maturities of three months or less, including cash on deposit with banks, certificates of deposit and money market funds. These investments are stated at amortized cost, which approximated fair market value as of each of the balance sheet dates. Interest is accrued as earned.

Amounts held in escrow consist of $2,500,000, $6,460,000 and $6,477,000 as of December 31, 2003 and 2004 and March 31, 2005 (unaudited), respectively, held pursuant to the terms of the GameSpy merger agreement (see Notes 3 and 16).

Restricted cash of $919,000, $837,000 and $837,000, as of December 31, 2003 and 2004 and March 31, 2005 (unaudited), respectively, consisted primarily of a certificate of deposit that served as collateral for an irrevocable standby letter of credit. This was issued to the Company's landlord as a security deposit for the Company's facility located in New York. Restricted cash is included in other assets in the accompanying consolidated balance sheets.

Financial instruments that potentially subject the Company to concentrations of credit risk are comprised principally of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalents with various domestic financial institutions of high credit quality that the Company believes have limited exposure to credit risk. The Company performs periodic evaluations of the relative standing of these institutions. From time to time, the Company's cash balances with these financial institutions may exceed Federal Deposit Insurance Corporation insurance limits.

The Company's accounts receivable are derived primarily from advertising contracts with a large number of customers primarily located in the U.S. The Company performs ongoing

credit evaluations of its customers to assess the probability of accounts receivable collection based on a number of factors, including past transaction experience with the customer, evaluation of its credit history, and review of the invoicing terms of the contract. The Company generally does not require collateral. The Company maintains reserves for potential credit losses on customer accounts when deemed necessary. Actual credit losses to date have been within management's expectations.

For the four months ended December 31, 2003, there was one customer that accounted for approximately 10% of the Company's total revenue. During the year ended December 31, 2002, eight months ended August 31, 2003, year ended December 31, 2004, three months ended March 31, 2004 (unaudited) and three months ended March 31, 2005 (unaudited), there were no customers that accounted for 10% or more of the Company's total revenue.

As of December 31, 2003 and 2004 and March 31, 2005 (unaudited), there was one customer that accounted for 15%, 10% and 11%, respectively, of the Company's total accounts receivable.

Financial instruments consist of cash and cash equivalents, amounts held in escrow, restricted cash, accounts receivable, accounts payable, long-term debt and preferred stock. As of December 31, 2003 and 2004, the carrying values of cash and cash equivalents, amounts held in escrow, restricted cash, accounts receivable and accounts payable approximated their respective fair values because of their short maturities. The carrying values of long-term debt and preferred stock discounted to present value approximated their respective fair values based on borrowing rates currently available to the Company for loans with similar terms.

Fixed assets are stated at cost, less accumulated depreciation and amortization. The cost is depreciated on a straight-line basis over the estimated useful lives of the assets. The Company amortizes leasehold improvements over the shorter of the estimated useful lives of the respective assets or the property lease term. The Company generally depreciates or amortizes its assets over the following useful lives:

The Company capitalizes expenditures for replacements and betterments and expenses amounts for maintenance and repairs as they are incurred.

In accordance with Statement of Financial Accounting Standards ("SFAS") No. 144 ("SFAS 144"), "Accounting for the Impairment or Disposal of Long-Lived Assets," the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying values of those assets may not be recoverable. It measures recoverability of assets to be held and used by comparing the carrying value of the asset to future net undiscounted cash flows that are expected to be generated by the asset. If an asset is considered to be impaired, it calculates the impairment to be recognized by subtracting the fair value of the asset from its carrying value. Fair value is estimated using discounted cash flows. Long-lived assets that are to be disposed of by sale are reported at the lower of the carrying value or the fair value less the cost to sell. The Company has determined it has one asset group.

In January 2002, the Company adopted Statement of Financial Accounting Standards No. 142 ("SFAS 142"), "Goodwill and Other Intangible Assets." SFAS 142 requires that goodwill no longer be amortized to earnings, but instead be reviewed annually for impairment. Any impairment loss must be recognized in a company's financial statements. The Company completed the required transitional assessment of goodwill during fiscal 2002. Based on this assessment, the Company recorded a goodwill impairment charge of $1,949,000 in the first quarter of 2002.

The Company performs an annual impairment review in the fourth quarter of each year or when changes in circumstances indicate a potential impairment. The Company performed an annual impairment review in the fourth quarter of the years ended December 31, 2003 and 2004 and noted no indicators of impairment of recorded goodwill. The tests were based on the Company's single operating segment and reporting unit structure.

The Company did not record any impairment loss during the eight months ended August 31, 2003, four months ended December 31, 2003, year ended December 31, 2004 or three months ended March 31, 2004 or 2005 (unaudited).

Intangible assets with definite lives are amortized over their respective estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that their carrying values may not be recoverable. The Company is currently amortizing its acquired intangible assets with definite lives over periods ranging from two to eight years (see Note 5). The Company believes no events or changes in circumstances have occurred that would require an impairment test for these assets. Intangible assets with indefinite lives are reviewed for impairment whenever events or changes in circumstances indicate that their carrying values may not be recoverable. The Company believes that no events or changes in circumstance have occurred that would require an impairment test for these assets.

The Company's revenue is derived from the following primary sources: (1) advertising revenue, consisting of fees primarily from short-term contracts for the delivery of impression-based advertisements and, to a lesser extent, from other marketing products such as sponsorships, fixed slotting arrangements and variable lead generation; (2) subscription revenue, consisting primarily of subscription fees that are charged to users for access to premium content and services; and (3) revenue from service contracts with publishers under which the Company provides multi-player game hosting services to video game users and digital distribution services.

The Company applies the provisions set forth in SEC Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial Statements" ("SAB 101"), as revised by SAB 104, "Revenue Recognition," and Emerging Issues Task Force ("EITF") Issue No. 00-21 ("EITF 00-21"), "Accounting for Revenue Arrangements with Multiple Deliverables," which provides guidance on the recognition, presentation and disclosure of revenue in financial statements. The Company recognizes revenue when (1) persuasive evidence exists of an arrangement with the customer reflecting the terms and conditions under which the Company will provide products or services, (2) delivery has occurred or services have been provided, (3) the fee is fixed or determinable, and (4) collection is reasonably assured.

For all revenue transactions other than subscriptions, the Company considers a binding insertion order or a signed agreement to be persuasive evidence of the existence of an arrangement. For subscription revenue, the Company considers receipt of a customer credit card charge to be persuasive evidence of the existence of an arrangement.

The Company does not recognize revenue for any amounts that are not billable under a contract or for which payment terms extend beyond 90 days. If the Company determines that collection of an amount is not reasonably assured based on its assessment of the customer's credit, it defers the amount and recognizes revenue at the time collection becomes reasonably assured, which is generally upon receipt of cash. The Company's arrangements generally do not include acceptance clauses. However, if an arrangement includes an acceptance provision, the Company considers acceptance to have occurred upon the earlier of receipt of a written customer acceptance or expiration of the acceptance period.

The Company recognizes advertising revenue at the lesser of (1) a time-based straight line calculation over the term of the contract or (2) the ratio of advertisement impressions delivered to total impressions to be delivered under the contract up to the billable amount ("lesser of straight line or actual method"). Certain advertising contracts include both impression-based products and non-impression based services. The Company has determined that it does not have a basis to allocate fair value between these elements, and therefore it accounts for these contracts as a single element as defined in EITF 00-21. Accordingly, it

defers all revenue for these contracts until the non-impression based services have begun to be delivered. Upon initiation of delivery of the non-impression based services, the Company recognizes revenue, using the lesser of straight line or actual method up to the billable amount, for the cumulative impressions that have been delivered through that date and recognizes revenue for the remaining impressions using the lesser of straight line or actual method until full delivery is completed. To the extent that a minimum guaranteed number of impressions is not delivered, we defer recognition of the corresponding revenue until the guaranteed number of impressions is achieved.

The Company generally recognizes revenue from sponsorships, fixed slotting arrangements, variable lead generation, commerce partnerships and other marketing programs in the month in which it performs the services and collection is reasonably assured.

The Company does not recognize any revenue related to the non-monetary exchange of advertising or other products in accordance with Accounting Principles Board Opinion No. 29, "Accounting for Non-monetary Transactions" and EITF No. 99-17, "Accounting for Advertising Barter Transactions."

The Company recognizes subscription revenue ratably over the subscription period (generally one month to one year). Subscribers pay by credit card in advance. The Company records deferred revenue for all cash paid by subscribers in advance of revenue recognition. The Company recognizes credit card processing costs as production, content and fulfillment costs in the period in which the transaction occurs.

The Company generates service revenue from multi-player game hosting service contracts. Under these contracts, the Company provides video game developers and publishers with proprietary technology that they use to embed multi-player functionality into their games. This embedded technology allows multiple players to compete on-line through the Company's hosted web sites. The Company recognizes hosting service revenue under the provisions of EITF No. 00-3, "Application of AICPA Statement of Position 97-2 to Arrangements that Include a Right to Use Software Stored on Another Entity's Hardware," upon shipment of the video game by the publisher, on a straight-line basis over the expected life of the video game, which is generally two years from the release of the game title. The Company records deferred revenue for all cash paid by the customer in advance of revenue recognition. Hosting service revenue were less than 10% of total revenue in all periods reported.

The Company accounts for professional services rendered in connection with multi-player game hosting contracts separately when the services have value to the customer on a standalone basis and there is objective evidence of their fair value. These professional

services fees are generally paid on a time and materials basis, and we recognize them as the work is performed. Under arrangements where these criteria are not met, we bundle professional service fees with the hosting contract fees and recognize them over our estimate of the life of the video game, which we believe is generally 24 months after shipment by the publisher.

The Company expenses advertising costs as incurred. Advertising expense is recorded in sales and marketing expense. For the year ended December 31, 2002, eight months ended August 31, 2003, four months ended December 31, 2003, year ended December 31, 2004 and three months ended March 31, 2004 and 2005 (unaudited), total advertising expense was approximately $261,000, $199,000, $79,000, $1,117,000, $121,000 and $306,000, respectively.

The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial statement and tax bases of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when it is more likely than not that a portion or all of deferred tax assets will not be realized.

Basic and diluted net loss per share attributable to holders of common stock is presented in conformity with SFAS 128, "Earnings per Share," and is calculated by dividing net loss attributable to holders of common stock by the weighted number of shares of common stock, including restricted shares outstanding during the period and warrants to purchase common stock at a de minimis exercise price, less the weighted average number of shares of common stock that are subject to repurchase. Diluted net loss per share attributable to holders of common stock is calculated by dividing net loss attributable to holders of common stock by the weighted average number of shares of common stock outstanding adjusted for all potential shares of common stock, which includes shares issuable upon the exercise of outstanding options and warrants to purchase common stock, shares of restricted common stock subject to repurchase and shares of common stock issuable upon conversion of outstanding preferred stock, if dilutive. For the year ended December 31, 2002, eight months ended August 31, 2003, four months ended December 31, 2003, year ended December 31, 2004 and three months ended March 31, 2004 and 2005 (unaudited), respectively, there is no difference between the Company's basic and diluted net loss per share attributable to holders of common stock because losses were incurred in each of the periods presented. The

following table presents the calculation of basic and diluted net loss per share attributable to holders of common stock (in thousands, except per share data):

Because the Company issued shares of preferred stock with common stock dividend participation rights, EITF Topic D-95 ("Topic D-95"), "Effect of Participating Convertible Securities on the Computation of Basic Earnings", requires those shares to be included in the computation of basic EPS if the effect is dilutive. Furthermore, Topic D-95 requires that the dilutive effect to be included in basic EPS may be calculated using either the if-converted method or the two-class method. The Company has elected to use the two-class method in calculating basic EPS.

Because the Company reported losses in all periods presented, the two-class method is not reflected in the computation of basic EPS as its effect would be anti-dilutive. The following table summarizes the two-class method calculation of net income allocable to holders of common stock:

	Year Ended December 31, 2004
Basic weighted average shares outstanding	20,181
Weighted average additional common shares assuming conversion of preferred stock	938

Weighted average common equivalent shares assuming conversion of preferred stock	21,119

Amount allocable to holders of common stock	95.6	%

Potential shares of common stock, which have been excluded from the determination of net loss per share attributable to holders of common stock for the year ended December 31, 2002, eight months ended August 31, 2003, four months ended December 31, 2003, year ended December 31, 2004 and three months ended March 31, 2004 and 2005 (unaudited), respectively, since their effect was anti-dilutive, consisted of potential shares issuable upon the exercise of outstanding options and warrants to purchase common stock, shares of restricted common stock subject to repurchase and shares of common stock issuable upon the conversion of outstanding Series B Convertible Preferred Stock ("Series B Preferred") as follows (in thousands):

Predecessor company and successor company periods are not comparable as the Company's capital structure in these periods was different.

The Company accounts for stock option grants to employees in accordance with Accounting Principles Board Opinion No. 25 ("APB 25"), "Accounting for Stock Issued to Employees," and related interpretations, including Financial Interpretation No. 44 ("FIN 44"), "Accounting for Certain Transactions involving Stock Compensation," and has adopted the disclosure-only provisions of SFAS No. 123, as amended by SFAS No. 148, "Accounting for Stock-Based Compensation" ("SFAS 123"). Under APB 25, deferred stock-based compensation is measured on the date of grant and equals the excess of the deemed fair market value of the common stock over the exercise price of the option. The Company recorded $2,054,000, $14,014,010, $0 and $375,000 of deferred stock-based compensation for the four months ended December 31, 2003, year ended December 31, 2004, and three months ended March 31, 2004 and 2005 (unaudited), respectively, of which $2,054,000, $11,050,000, $0 and $0, respectively, related to restricted stock grants to founders (see Note 11) and the remaining balance related to grants to other employees. Stock-based compensation expense reflects the amortization of deferred stock-based compensation charges and is calculated using the methodology defined in FIN No. 28, "Accounting for Stock Appreciation Rights and Other Variable Stock Option or Award Plans—an Interpretation of APB Opinion No. 15 and 25," over the vesting period of the underlying options.

The effect on net loss and loss per share if the Company had applied the fair value recognition provisions of SFAS 123 to stock-based employee compensation was as follows (in thousands, except per share data):

During the year ended December 31, 2002, eight months ended August 31, 2003, four months ended December 31, 2003, year ended December 31, 2004, and three months ended 2005 (unaudited), the weighted average grant date fair values of options granted during the period, calculated pursuant to SFAS 123, were $3.96, $4.20, $0.70, $3.20 and $1.80, respectively.

During the year ended December 31, 2002 and eight months ended August 31, 2003, the weighted average grant date fair values of employee stock purchase plan shares issued, calculated pursuant to SFAS 123, were $2.11 and $1.82, respectively. The employee stock purchase plan was terminated upon completion of the going-private transaction (see Note 3).

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The following weighted-average assumptions were used for grants made during the year ended December 31, 2002, eight months ended August 31, 2003, four months ended December 31, 2003, year ended December 31, 2004, and three months ended March 31, 2004 and 2005 (unaudited), respectively:

As allowed under SFAS 123, for the periods after the going-private transaction, the Company elected to use 0% volatility in its Black-Scholes option pricing model.

The Company has granted to employees shares of restricted stock that are subject to repurchase at the original exercise price until they vest. The Company has also allowed certain employees to exercise options prior to vesting. Upon the exercise of an option prior to vesting, the Company has a right to repurchase the shares purchased upon exercise of the option at the original exercise price; provided, however, that its right to repurchase these shares will lapse in accordance with the vesting schedule included in the optionee's option agreement. In accordance with EITF 00-23, "Issues Related to Accounting for Stock Compensation under APB 25 and FIN 44," restricted stock and stock options granted or modified after March 21, 2002 that are subsequently exercised for cash prior to vesting are treated differently from prior grants and related exercises. The consideration received for restricted stock and for the exercise of an option granted after the effective date of this guidance is considered to be a deposit of the exercise price, and the related dollar amount is recorded as a liability. The shares and liability are then reclassified into equity on a ratable basis as the award vests. Liability of approximately $840,000 and $781,000 are reflected in the consolidated balance sheets as of December 31, 2004 and March 31, 2005 (unaudited),

respectively, relating to 465,833 and 431,458 shares that were issued and subject to repurchase as of December 31, 2004 and March 31, 2005 (unaudited). Furthermore, these shares are not presented as outstanding on the accompanying consolidated statements of redeemable preferred stock and stockholders' equity and consolidated balance sheets.

Comprehensive loss includes all changes in equity (net assets) during a period from non-owner sources, such as unrealized gains and losses on short-term investments. The Company recorded $24,000 of other comprehensive loss during the three months ended March 31, 2005.

In 2004, the Company incurred $2,961,000 of costs related to an initial public offering that was originally expected to occur in 2004. In the fourth quarter of 2004, the Company decided to delay its initial public offering until at least 2005, and therefore it expensed these deferred costs in 2004.

During the eight months ended August 31, 2003, the Company recorded $1,111,000 of expenses related to the going-private transaction. These expenses were primarily comprised of legal and accounting fees incurred in the preparation of the Company's proxy statement and related activities.

On January 16, 2002, the Company completed the sale of its HighSchoolAlumni.com network to Reunion.com, a private company, for approximately $1,000,000 in cash. In the first quarter of 2002, the Company recorded a gain of $1,114,000 in association with this transaction, which represented the sum of cash received and the net book values of the net liabilities assumed by the buyer.

The Company has adopted SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information" ("SFAS 131"). SFAS 131 establishes standards for the reporting by business enterprises of information about operating segments, products and services, geographic areas and major customers. The method of determining what information is reported is based on the way that management organizes the operating segments within the Company for making operating decisions and assessing financial performance. The Company's chief operating decision maker is its chief executive officer ("CEO"). The Company measures operating performance and prepares its budgets and forecasts on a single entity basis. It does not measure profitability by site, group, geography or other multiple segment bases. The CEO reviews financial information presented on a consolidated basis for purposes

of making operating decisions and assessing financial performance. Accordingly, the Company has determined that it operates as one business segment. The Company derives substantially all of its revenue from operations in the United States.

In June 2002, the Financial Accounting Standards Board ("FASB") issued SFAS No. 146, "Accounting for Exit or Disposal Activities" ("SFAS 146"). SFAS 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies EITF 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)." SFAS 146 was effective January 1, 2003. The Company early adopted the provisions of SFAS 146 during the third quarter of fiscal 2002 (see Note 7).

In December 2004, the FASB issued SFAS 123R, "Share Based Payment," which will require all companies to measure compensation cost for all employee share-based payments at fair value. SFAS 123R eliminates the alternative of using the intrinsic-value method of accounting under APB 25, which was allowed under the original provisions of SFAS 123. Since the Company currently reports share-based compensation using the intrinsic-value method, the adoption of this standard is expected to have a material impact on the Company's consolidated statement of operations as the Company will be required to recognize the cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of those awards. On April 14, 2005, the Securities and Exchange Commission delayed the effective date, and as such the Company will be required to implement the provisions of SFAS 123R beginning January 1, 2006. Although the Company has not yet determined whether the adoption of SFAS 123R will result in amounts that are similar to the current pro forma disclosures under SFAS 123, the Company is evaluating the requirements under SFAS 123R and expect the adoption to have a significant adverse impact on its consolidated statements of operations and net income (loss) per share.

In 2004, the Company identified several errors in its previously issued consolidated financial statements for the year ended December 31, 2002 and four months ended December 31, 2003. The financial statements for the eight months ended August 31, 2003 had not been previously issued. The accompanying consolidated financial statements have been restated to reflect the impact of adjustments to correct these errors.

The following table summarizes the restatement of the consolidated statement of operations for the year ended December 31, 2002 (in thousands):

			Year Ended December 31, 2002
			As Reported			Adjustments			Restated
Revenue:
	Advertising		$	9,704		$	(78	)	$	9,626
	Subscriptions and service			1,646			—			1,646

		Total revenue		11,350			(78	)		11,272

Operating expenses:
	Production, content, and fulfillment			5,052			1,051			6,103
	Engineering and development			3,330			(1,879	)		1,451
	Sales and marketing			5,741			(850	)		4,891
	General and administrative			2,136			1,512			3,648
	Stock-based compensation(1)			182			769			951
	Restructuring and asset impairment charges			7,356			(679	)		6,677
	Gain on sale of assets			(1,114	)		—			(1,114	)

		Total operating expenses		22,683			(76	)		22,607

Loss from operations				(11,333	)		(2	)		(11,335	)
	Interest expense			(33	)		23			(10	)
	Other income (expense), net			102			(23	)		79

Net loss before cumulative effect of adoption of accounting principle				(11,264	)		(2	)		(11,266	)
Cumulative effect of adoption of accounting principle				—			(1,949	)		(1,949	)

Net loss			$	(11,264	)	$	(1,951	)	$	(13,215	)

The Company overstated advertising revenue in 2002 by $78,000. This overstatement resulted primarily from the recognition of certain advertising campaign revenue on a straight-line basis when the actual percentage of service delivery of the campaign was less than the straight-line amount. See Note 1 for further discussion of the Company's revenue recognition policy for advertising campaigns.

The Company improperly classified certain operating expenses in 2002 as follows (in thousands):

These misclassifications related primarily to the improper "roll-up" of certain departments into the appropriate expense categories and the improper allocation of depreciation and other corporate costs to the appropriate expense categories.

In addition, general and administrative expenses were overstated by approximately $166,000. This overstatement related primarily to accretion of discounted future lease commitments that should have been reflected as restructuring charges in accordance with SFAS 146.

The Company understated stock-based compensation expense in 2002 by $769,000. This understatement related primarily to improper accounting for stock option and restricted stock grants made to two executive officers during the period from 1999 through 2001. This understatement also related, to a lesser extent, to the improper calculation of amortization expense under the provisions of FIN 28 and the improper accounting for employee terminations during 2001 and 2002.

The Company overstated restructuring charges in 2002 by approximately $679,000. This overstatement related primarily to the use of a discount rate significantly below the incremental borrowing rate when calculating the present value of future lease commitments for excess facilities. The overstatement resulting from the improper discount rate was offset in part by the misclassification of certain restructuring charges as general and administrative expenses.

The Company improperly classified $23,000 of other income (expense) as interest expense in 2002.

The Company did not record a cumulative effect of adoption of accounting principle of $1,949,000 for the impairment of goodwill upon its adoption of SFAS 142 on January 1, 2002.

Based upon a review of factors relevant to the evaluation of goodwill on January 1, 2002, which was principally the Company's market value, the Company concluded that its goodwill was impaired.

The following table summarizes the restatement of the consolidated statement of operations for the four months ended December 31, 2003 (in thousands):

			Four Months Ended December 31, 2003
			As Reported			Adjustments			Restated
Revenue:
	Advertising		$	8,399		$	(336	)	$	8,063
	Subscriptions and service			877			(518	)		359

		Total revenue		9,276			(854	)		8,422

Operating expenses:
	Production, content, and fulfillment			1,924			370			2,294
	Engineering and development			892			(407	)		485
	Sales and marketing			3,163			(463	)		2,700
	General and administrative			507			475			982
	Stock-based compensation(1)			—			641			641
	Amortization of goodwill and intangible assets			200			(72	)		128
	Restructuring and asset impairment charges			774			(457	)		317
	Expenses related to going-private transaction			36			(1	)		35

		Total operating expenses		7,496			86			7,582

Income (loss) from operations				1,780			(940	)		840
	Other income (expense), net			10			—			10

Net income (loss) before provision for income taxes and accretion of preferred stock				1,790			(940	)		850
	Provision for income taxes			—			(664	)		(664	)

Net income (loss) before accretion of preferred stock				1,790			(1,604	)		186
	Accretion of preferred stock			(725	)		(409	)		(1,134	)

Net income (loss) attributable to holders of common stock			$	1,065		$	(2,013	)	$	(948	)

The Company overstated advertising revenue in the four months ended December 31, 2003 by $336,000. This restatement amount included a $463,000 overstatement related to the use of inaccurate delivery data when computing the percentage of completion and related recognizable revenue for certain advertising campaigns. This overstatement was partially offset by the understatement of revenue recognized for certain campaigns. These understatements totaled approximately $127,000 and related to the improper allocation of revenue, based upon the Company's lesser of straight line or actual revenue recognition policy, between the eight months ended August 31, 2003 and the four months ended December 31, 2003. See Note 1 for further discussion of the Company's revenue recognition policy for advertising campaigns.

The Company overstated subscriptions and service revenue in the four months ended December 31, 2003 by $518,000. This overstatement resulted from the recognition of amortized revenue from subscription contracts in place at the time of the going-private transaction. The deferred revenue from these contracts was not recorded at fair value in the purchase price allocation as required by SFAS No. 141 ("SFAS 141"), "Accounting for Business Combinations."

The Company improperly classified certain operating expenses in the four months ended December 31, 2003 as follows (in thousands):

In addition, general and administrative expense was overstated by approximately $25,000 related primarily to an overstatement of bad debt expense.

The Company understated stock-based compensation expense in the four months ended December 31, 2003 by $641,000. This understatement related to compensatory stock option

and restricted stock grants that required amortization of their intrinsic value under the provisions of APB 25. The Company did not record any entries for these grants.

The Company overstated amortization of intangible assets in the four months ended December 31, 2003 by $72,000. This resulted from an overstatement of the fair value of intangible assets from the going-private transaction that, in turn, resulted in an inaccurate calculation of amortization expense.

The Company overstated restructuring and asset impairment charges in the four months ended December 31, 2003 by $457,000. The present value of a reduction in estimated sublease income was calculated at a discount rate substantially below the Company's incremental borrowing rate, and this resulted in an overstated calculation of the required increase to the restructuring accrual.

The Company understated the provision for income taxes in the four months ended December 31, 2003 by $664,000. This understatement related primarily to the recording of tax benefits from the utilization of available net operating loss carryforwards from the predecessor company to the tax provision, rather than reflecting these benefits as a reduction of goodwill.

The Company understated accretion of preferred stock in the four months ended December 31, 2003 by $409,000. This understatement was the result of an improper allocation of proceeds between the Series A Redeemable Preferred Stock ("Series A Preferred") and common stock issued in connection with the going-private transaction, which resulted in the understatement of the discount and accretion associated with the preferred stock. See further discussion in Note 9. In addition, the Company did not account for any accretion related to the cumulative dividends of the Series A Preferred.

The following table summarizes the restatement of the consolidated balance sheet as of December 31, 2003 (in thousands):

The Company misclassified a $125,000 lease deposit as cash and cash equivalents as of December 31, 2003. This restricted cash was reclassified to other assets.

The Company overstated accounts receivable by $43,000 as of December 31, 2003. This overstatement related primarily to certain accounts receivable totaling $103,000 that were not recorded at fair value as part of the purchase price accounting related to the going-private transaction. The overstatement of these accounts was offset by the reduction in the allowance for doubtful accounts of $60,000 related to the overstatement of bad debt expense in general and administrative expenses.

The Company overstated intangible assets by $2,478,000 as of December 31, 2003. This overstatement related primarily to recording the intangible assets from the going-private transaction at an amount that was $2,250,000 in excess of their fair value. The Company determined the adjusted fair value of the intangible assets based upon an independent valuation. In addition, this overstatement related to $300,000 of contingent consideration that was improperly included in the purchase price for the TeamXbox acquisition (see Note 3). These overstatements were offset by approximately $72,000 of adjustments to accumulated amortization related to the corrections of the carrying values of the intangible assets.

The Company understated goodwill by $901,000 as of December 31, 2003. This understatement was primarily the result of errors in the purchase price allocation from the going-private transaction, including the overstatement of intangible assets, which was offset by a $979,000 overstatement of deferred revenue. These errors in the purchase price allocation were further offset by a $664,000 understatement of the provision for income taxes in the four months ended December 31, 2003.

The Company understated accrued liabilities by $349,000 as of December 31, 2003. This understatement related to the misclassification of $474,000 of current accruals in deferred rent and other liabilities. In addition, the Company had understated a liability of $175,000 as of December 31, 2003. These understatements were offset by a $300,000 overstatement of a liability for contingent consideration that was improperly included in the purchase price for the TeamXbox acquisition.

The Company understated deferred revenue by $249,000 as of December 31, 2003. This understatement related primarily to the errors in advertising revenue recognition discussed

above. This understatement was offset in part by the overstatement of deferred revenue related to the purchase price allocation from the going-private transaction.

The Company overstated accrued restructuring charges by $737,000 as of December 31, 2003. See previous discussion of overstatements to restructuring charges in 2002 and 2003.

The Company overstated deferred rent and other liabilities by $517,000 as of December 31, 2003. This overstatement relates primarily to improperly classified current accrued liabilities. See previous discussion under accrued liabilities.

The restatements of Series A Preferred, common stock and additional paid-in capital relate primarily to the improper allocation of proceeds to preferred stock and common stock based upon their fair values. See further discussion in Note 9.

Deferred stock-based compensation was understated by $1,413,000. This understatement relates to stock option and restricted stock grants discussed previously under stock-based compensation expense.

Accumulated deficit has been restated to reflect the total effect of all of the restatement adjustments to the consolidated statements of operations.

The opening balances in stockholders' equity as of December 31, 2001 were restated by the following amounts (in thousands):

	Increase (Decrease)
	Stock-based Compensation Overstatement			Shareholder Note Write-off			Treasury Stock Misclassification			Total Restatement
Common stock	$	—		$	—		$	1,172		$	1,172
Additional paid-in capital		(601	)		450			(1,172	)		(1,323	)
Deferred stock-based compensation		(892	)		—			—			(892	)
Accumulated deficit		1,493			(450	)		—			1,043

	$	—		$	—		$	—		$	—

This restatement related in part to a $1,493,000 overstatement of stock-based compensation expense for the year ended December 31, 2001, and the related impact on deferred stock- based compensation and additional paid-in capital.

In addition, in the year ended December 31, 2000, the Company understated additional paid-in capital and overstated accumulated deficit by $450,000. This error related to the improper recording of the forgiveness of a stockholder note receivable to additional paid-in capital that should have been partially written off to expense because the collateralized stock had declined in value from its date of issuance.

The Company also improperly recorded a treasury stock repurchase as a reduction to common stock when it should have been recorded as a reduction to additional paid-in capital.

On May 2, 2003, IGN and GHAC entered into a definitive Agreement and Plan of Merger (the "Merger Agreement"). Pursuant to the Merger Agreement and subject to the terms and conditions set forth therein, GHAC was merged with IGN (the "Merger"), with IGN surviving the Merger as a privately held company (the "going-private transaction"). On August 29, 2003, the going-private transaction was consummated. Given that the Company had insignificant business activity on August 30 and 31, 2003, the Company has used August 31, 2003 as the acquisition date. In connection with the going-private transaction, all outstanding shares of IGN common stock were converted into the right to receive $12.00 per share in cash (without interest) upon surrender and acceptance of the certificates for those shares to the Company's paying agent. Additionally, each IGN stock option and warrant outstanding at the effective time, if vested and exercisable, was converted into the right to receive an amount of cash equal to the excess, if any, of $12.00 over the applicable exercise price per share of common stock subject to the stock option or warrant.

The Company issued 34,923,565 shares of Series A Preferred, par value $0.01 per share, and 17,000,000 shares of common stock, par value $0.0005 per share, to new and existing investors to finance the going-private transaction. Aggregate proceeds were $34,933,000 (see Notes 9 and 10). The proceeds were used as follows: $29,822,000 for the purchase of outstanding common stock and vested stock options and warrants, $293,000 for acquisition costs and $4,818,000 for working capital purposes. The goodwill created as a result of the going-private transaction is not deductible for income tax purposes.

The following table summarizes the allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed at the date of the going-private transaction (in thousands):

The estimated fair values of the intangible assets were allocated as follows (in thousands):

The amounts allocated to intangible assets were based upon a report from an independent valuation specialist. Trade names were determined to have an indefinite life and thus not to be subject to amortization. Customer relationships and customer lists were each determined to have an economic life of six years and are being amortized over this period using the straight-line method.

The following unaudited condensed consolidated pro forma financial information reflects results of operations for the year ended December 31, 2002 and eight months ended August 31, 2003, as if the Merger had occurred on January 1, 2002. These condensed consolidated pro forma results have been prepared for comparative purposes only and may not be indicative of future operating results (in thousands):

	Year Ended December 31, 2002			Eight Months Ended August 31, 2003
Revenue	$	11,272		$	9,119
Operating expenses		22,992			11,525
Loss from operations		(11,651	)		(2,393	)
Net loss		(16,996	)		(4,657	)
Basic and diluted net loss per share	$	(8.66	)	$	(2.08	)

The condensed consolidated pro forma financial information excludes approximately $1,111,000 of transaction expenses related to the going-private transaction incurred by the former public company during the eight months ended August 31, 2003.

On March 3, 2004, IGN, the Company's wholly-owned subsidiary, IGN Acquisition Corp. ("IGNAC"), and GameSpy Industries, Inc. ("GameSpy") completed an Agreement and Plan of Merger whereby IGNAC was merged with and into GameSpy with GameSpy continuing as a wholly-owned subsidiary of IGN. GameSpy is an Internet media company that includes a network of Internet game community web sites, providing Internet game editorial content and application software products enabling Internet game players to communicate and compete with each other. The merger integration enabled the Company to offer GameSpy's gaming technology to its own unique subscriber base, thereby increasing the Company's value proposition to consumers. The transaction was accounted for under the purchase method of accounting. The total purchase price was approximately $53,259,000, which consisted of $50,630,000 in cash for the purchase of all outstanding common stock and vested options and

warrants and $2,629,000 of acquisition costs. The goodwill created as a result of the merger is not deductible for income tax purposes. As of December 31, 2003, the Company transferred $2,500,000 under a letter of intent into an escrow account to secure certain obligations of GameSpy and its major shareholders. Upon closing the transaction on March 3, 2004, a total of $6,460,000 was placed into this escrow account to provide for claims by IGN for GameSpy's non-compliance with representations and warranties in the purchase agreement, if any. The escrow funds have been treated as contingent consideration as of December 31, 2004. The return of a part of the escrow funds is currently under negotiation.

The following table summarizes the allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed at the date of the merger (in thousands):

Cash and cash equivalents	$	4,761
Accounts receivable		2,524
Intangible assets		27,631
Goodwill		17,329
Fixed assets		1,719
Other assets		975
Accounts payable and accrued liabilities		(1,293	)
Other liabilities		(387	)

	$	53,259

The estimated fair values of the intangible assets were allocated as follows (in thousands):

The amounts allocated to intangible assets were based upon a report from an independent valuation specialist. Trade names were determined to have an indefinite life and thus not to be subject to amortization. Customer relationships, customer lists and purchased technology were determined to have an economic life of four to eight years and are being amortized over this period using the straight-line method.

On July 13, 2004, IGN, IGN Entertainment Acquisition Corp. ("IGNEAC"), and IncFusion Corporation d.b.a. Rotten Tomatoes ("Rotten Tomatoes") completed a Plan of Merger ("Agreement") whereby IGNEAC merged with and into Rotten Tomatoes upon filing a Certificate of Merger with the California Secretary of State. In accordance with the terms and conditions of the Agreement and the California Corporation Code, IGNEAC ceased to exist and Rotten Tomatoes continued its existence as the surviving corporation, a wholly-owned subsidiary of IGN.

The transaction was accounted for under the purchase method of accounting. The total purchase price was approximately $7,979,000, which consisted of $2,800,000 paid at closing, notes payable discounted to $4,965,000 and acquisition costs of approximately $214,000. The goodwill created as a result of this transaction is not deductible for income tax purposes.

The following table summarizes the allocation of the purchase price to the estimated fair values of the assets acquired at the date of the acquisition (in thousands):

The estimated fair values of the intangible assets were allocated as follows (in thousands):

The amounts allocated to intangible assets were based upon a report from an independent valuation specialist. Trade names were determined to have an indefinite life and thus not to be subject to amortization. Customer relationships, customer lists and purchased technology were each determined to have an economic life of two years and are being amortized over this period using the straight-line method.

The following unaudited condensed pro forma financial information reflects results of operations for the four months ended December 31, 2003 and year ended December 31, 2004, as if both the GameSpy and Rotten Tomatoes transactions had occurred on September 1,

2003. These condensed pro forma results have been prepared for comparative purposes only and may not be indicative of future operating results (in thousands):

	Four Months Ended December 31, 2003			Year Ended December 31, 2004
Revenue	$	15,279		$	46,448
Operating expenses		15,374			56,677
Loss from operations		(95	)		(10,229	)
Net loss		(4,443	)		(21,613	)
Basic and diluted net loss per share	$	(0.25	)	$	(1.06	)

On February 4, 2005, IGN and 3D Gamers, LLC ("3D Gamers") completed an Asset Purchase Agreement ("Agreement") whereby IGN acquired the assets of 3D Gamers. 3D Gamers operates an Internet site that delivers gaming news and file downloads while offering authorized video game demos, patches, screenshots and other relevant files for the broadband video game enthusiast community.

The transaction was accounted for under the purchase method of accounting. The total purchase price was approximately $1,986,000, which consisted of $1,200,000 paid at closing, notes payable discounted to $656,000 and acquisition costs of approximately $130,000. The goodwill created as a result of this transaction is deductible for income tax purposes.

The following table summarizes the allocation of the purchase price to the estimated fair values of the assets acquired at the date of the acquisition (in thousands):

The estimated fair values of the intangible assets were allocated as follows (in thousands):

The amounts allocated to intangible assets were based upon an internal valuation. Trade names were determined to have an indefinite life and thus not to be subject to amortization. Customer relationships were determined to have an economic life of eight years and are being amortized over this period using the straight-line method. Purchased technology was

determined to have an economic life of two years and is being amortized over this period using the straight-line method.

As of December 31, 2003 and 2004 and March 31, 2005 (unaudited), fixed assets, net consisted of the following (in thousands):

Depreciation and amortization of fixed assets was $1,711,000, $539,000, $201,000, $1,936,000, $290,000 and $555,000 for the year ended December 31, 2002, eight months ended August 31, 2003, four months ended December 31, 2003, year ended December 31, 2004, and three months ended March 31, 2004 and 2005 (unaudited), respectively.

The following table sets forth the carrying value of goodwill as of December 31, 2003 and 2004 and March 31, 2005 (unaudited) (in thousands):

The following table sets forth the carrying values of intangible assets as of December 31, 2003 and 2004 and March 31, 2005 (unaudited) (in thousands):

Amortization of intangible assets, for the year ended December 31, 2002, eight months ended August 31, 2003, four months ended December 31, 2003, year ended December 31, 2004, and three months ended March 31, 2004 and 2005 (unaudited), was approximately $0, $0, $128,000, $3,834,000, $443,000 and $1,219,000, respectively. As of December 31, 2004, amortization expense for the next five years with respect to the Company's intangible assets with finite lives was estimated to be as follows: $4,794,000, $4,416,190, $4,020,226, $2,577,298 and $2,167,298.

Accrued liabilities and other as of December 31, 2003 and 2004 and March 31, 2005 (unaudited) consisted of the following (in thousands):

			December 31,				March 31,
			2003		2004		2005
							(Unaudited)
Accrued liabilities and other:
	Accrued compensation		$	1,202	$	1,794	$	1,627
	Restricted stock subject to repurchase			—		840		781
	Other accrued liabilities			1,081		2,526		3,183

		Total accrued liabilities and other	$	2,283	$	5,160	$	5,591

In 2002, the Company incurred restructuring charges related primarily to certain excess facilities. These charges included lease buy-out charges for the Company's headquarters facility; the present value of future minimum lease payments, net of estimated sublease

income, for excess sales office facilities; the write-off of leasehold improvements in these excess facilities and severance costs for terminated employees. The estimated costs of abandoning the excess facilities; including estimated sublease income, were based primarily upon market information pertaining to lease rates and the Company's incremental borrowing rates. The following table summarizes the activity related to the Company's restructuring accruals (in thousands):

The $1,584,000 write-off during the year ended December 31, 2002 included in the headquarters facility lease buy-out charge related to a forfeited lease deposit.

Restructuring charges of $67,000, $317,000, $219,000 and $58,000 for the eight months ended August 31, 2003, four months ended December 31, 2003, year ended December 31, 2004 and three months ended March 31, 2005 (unaudited), respectively, were mainly attributable to the accretion of the discounted lease commitments using the interest rate method at a discount rate of 18%, and to the renegotiation in 2003 of a sublease for excess facilities to a lower monthly payment. The remaining accrued restructuring charges of $1,277,000 as of March 31, 2005 relate to lease commitments through 2010. Actual future cash requirements could differ materially from the accrual as of March 31, 2005, particularly if actual sublease income is significantly different from the current estimate.

The Company had no debt as of December 31, 2003. The following table sets forth long-term debt outstanding and amortization of discounts using the effective interest rate method as of and for the year ended December 31, 2004 and as of and for the three months ended March 31, 2005 (unaudited) (in thousands):

On March 3, 2004, the Company issued senior secured notes ("Senior Debt") to a financial institution in the aggregate amount of $22,500,000 in connection with the Company's merger with GameSpy. All other liabilities of the Company are subordinate to the Senior Debt, and the Senior Debt is collateralized by all of the Company's assets. The Senior Debt bears interest at a rate equal to the three-month LIBOR rate plus the applicable spread per annum (7.5% as of December 31, 2004), payable quarterly in arrears. The Senior Debt is due on March 31, 2009. However, after March 15, 2005, the Company may redeem all or any part of the Senior Debt at a price equal to (1) the unpaid principal balance plus (2) accrued and unpaid interest through the date of redemption plus (3) a premium percentage applied to the amount being redeemed ("Senior prepayment penalty derivative"). The Senior prepayment penalty derivative is discussed further in Note 10.

In the event of a change of control or an IPO, the holders of Senior Debt are entitled to receive full payment of the unpaid principal balance plus accrued and unpaid interest and the Senior prepayment penalty derivative. In addition, for fiscal years in which the Company generates positive cash flows from operations, net of cash flows from investing activities ("Excess Cash Flow"), it must offer the holders of Senior Debt up to 75% of the Excess Cash Flow to repay that amount of the principal and accrued interest.

On March 3, 2004, the Company issued senior subordinated notes ("Sub Notes") to a financial institution in the aggregate amount of $20,000,000 in connection with the Company's merger with GameSpy. All liabilities of the Company other than the Senior Debt are subordinate to the Sub Notes, and the Sub Notes are collateralized by all of the Company's assets. The Sub Notes bear interest at the rate of 12% per annum, payable quarterly in arrears. The Sub Notes are due on March 3, 2010. However, the Company may redeem all or any part of the Sub Notes at any time at a price equal to (1) the unpaid principal balance plus (2) accrued and unpaid interest through the date of redemption plus (3) a premium percentage applied to the amount being redeemed ("Sub prepayment penalty derivative"). The Sub prepayment penalty derivative is discussed further in Note 10.

In connection with the Sub Notes, the Company issued warrants for the purchase of 1,125,960 shares of Common Stock at an exercise price of $0.0005 per share. The warrants were fully vested on the date of issuance, and their allocated value was recorded to additional paid-in capital on that date. In July 2004, these warrants were exercised on a net exercise basis, resulting in the issuance of 1,125,638 shares of common stock.

The holder of the Sub Notes is also the holder of all of the Series B Preferred, and these agreements were negotiated concurrently (see Note 9 for further discussion of the Series B Preferred). As a result, in accordance with Accounting Principles Board No. 14, "Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants" ("APB 14"), the Company allocated the $30,000,000 of total proceeds from the issuance of these instruments to the individual securities and certain embedded features based upon their relative fair values. The

fair values of the individual instruments and embedded features were determined by an independent appraisal and resulted in the following allocation of value (in thousands):

		Date of Issuance (March 3, 2004)
		Gross Fair Value		Allocated Fair Value
Sub Notes		$	19,558	$	15,331
Detachable warrants			2,370		1,868
Series B Preferred			15,763		12,256
Prepayment penalty derivative—Sub Notes			381		381
Prepayment penalty derivative—Series B Preferred			164		164

	Total	$	38,236	$	30,000

The Senior Debt and Sub Notes require that the Company maintain certain covenants, including financial covenants that require minimum EBITDA, interest ratios and leverage ratios. As of December 31, 2004 and March 31, 2005, the Company was not in compliance with the interest coverage ratio covenant of the Senior Debt. The Company has received a waiver for its non-compliance from the Senior Debt holder, and the Senior Debt and Sub Notes have been amended to adjust the interest coverage ratios in future periods to amounts that allow for the Company's anticipated levels of total interest expense. In addition, both agreements have been amended to remove the write-off of the IPO preparation costs from the calculation of EBITDA and related covenant calculations. If the Company is not in compliance with any of these covenants in the future and does not receive a waiver for its non-compliance, the holders of the Senior Debt and the Sub Notes would have the ability to demand immediate payment of all amounts outstanding.

In connection with the issuance of the Senior Debt and Sub Notes, the Company incurred approximately $2,455,000 in debt issuance costs, which are classified as other assets in the accompanying balance sheet. Amortization of debt issuance costs using the effective interest method during the year ended December 31, 2004 and three months ended March 31, 2005 (unaudited) was approximately $332,000 and $108,000, respectively, and is included in interest expense in the accompanying consolidated statement of operations.

In July 2004, the Company completed its acquisition of Rotten Tomatoes (see Note 3). As part of this acquisition, the selling shareholders financed on a non-interest bearing basis a

portion of the purchase price totaling $6,500,000 with no interest on future payments, as follows (in thousands):

This obligation is unsecured and is subordinate to all other debt and preferred stock outstanding. The Company recorded this obligation at its present value of $4,965,000 using a discount rate of 20%, and is amortizing the discount to interest expense using the effective interest rate method.

Under its Amended and Restated Certificate of Incorporation, the Company is authorized to issue up to 40,000,000 shares of preferred stock. As of December 31, 2004, the Company had designated and issued 39,922,957 of Series A Preferred and 56,298 shares Series B Preferred. There were 20,745 shares of authorized and undesignated preferred stock as of that date.

In August 2003, the Company issued 34,923,565 shares of Series A Preferred and 17,000,000 shares of common stock in connection with the going-private transaction for total consideration of $34,933,000 (see Note 3). In March 2004, the Company issued 4,999,392 shares of Series A Preferred and 1,216,620 shares of common stock in connection with the GameSpy merger for total consideration of $5,000,000.

The total proceeds from each of these rounds of Series A Preferred were allocated to the preferred stock and common stock issued in accordance with the provisions of APB 14. The fair values of the equity instruments were determined by independent appraisals performed as of the dates of issuance, and resulted in the following allocations of value (in thousands):

Holders of Series A Preferred are entitled to receive, when and if declared by the Board of Directors, prior to the payment of any dividends on the common stock or any other class or series of capital stock ranking with respect to the payment of dividends junior to the Series A Preferred, dividends at a rate of 6% per annum from the date of issuance. These dividends are cumulative and are compounded annually, whether or not they are declared by the Board of Directors.

The Series A Preferred is subject to mandatory redemption, at the option of the holders, on March 3, 2011 or upon the closing of an IPO. The redemption value is equal to the aggregate face value of the Series A Preferred of approximately $39,933,000 plus all accumulated but unpaid dividends. Accordingly, the carrying value of the Series A Preferred is being accreted using the effective interest rate method to the redemption value, including all cumulative unpaid dividends, through this date. The following table summarizes the accretion of Series A Preferred through December 31, 2004 and March 31, 2005 (unaudited) (in thousands):

Due to the mandatory redemption provisions of the Series A Preferred that are outside of the control of the Company, it is classified outside of permanent equity as required by EITF Topic D-98 ("EITF D-98"), "Classification and Measurement of Redeemable Securities."

Series A Preferred is not convertible and its holders do not have any voting rights.

The Series B Preferred holder is also the holder of the Sub Notes, and these agreements were negotiated concurrently. Accordingly, the Company allocated the proceeds from these two issuances to the underlying instruments based upon their relative fair values. See Note 8.

The Series B Preferred holder is entitled to receive, when and if declared by the Board of Directors, prior to the payment of any dividends on the Series A Preferred, common stock or any other class or series of capital stock ranking with respect to the payment of dividends junior to the Series B Preferred, dividends at a rate of 13.5% per annum from the date of issuance. These dividends are cumulative and are compounded quarterly, whether or not they are declared by the Board of Directors. In addition, the Series B Preferred has participation rights in common stock dividends, if declared.

The Series B Preferred holder has a mandatory distribution right, which entitles it to require the Company to pay in cash an amount equal to its mandatory distribution amount on March 3, 2010 or upon the closing of an IPO. The mandatory distribution amount is equal to the aggregate face value of the Series B Preferred of $10,000,000, plus all accumulated but unpaid dividends and a prepayment penalty applied to the foregoing. Upon payment of the mandatory distribution amount, dividends cease accruing. Exercise of the mandatory distribution right only results in the payment of the mandatory distribution amount, and it does not require the redemption of the Series B Preferred shares. After mandatory distribution occurs, the Series B Preferred holder retains its Series B Preferred shares with full rights to all other redemption proceeds and conversion discussed below.

Upon any election by the Series A Preferred holders to have the Company redeem the Series A Preferred, the Series B Preferred is automatically and concurrently redeemed. In addition, the Company can elect to redeem the Series B Preferred, subject to the approval of the Series A Preferred holders, at any time after repayment in full of the Sub Notes and payment in full of the Series B Preferred mandatory distribution amount. The Series B Preferred holder does not have the unilateral right to force the Company to redeem its shares.

Upon redemption, the Series B Preferred holder will receive its mandatory distribution amount as of the redemption date, plus the following (in total the "Series B Redemption Amount"):

The carrying value of the Series B Preferred is being accreted using the effective interest rate method to the Series B Redemption Amount through the mandatory distribution date of March 3, 2010. The following table summarizes the accretion of the Series B Preferred through December 31, 2004 and March 31, 2005 (unaudited) (in thousands):

"Other Accretion" included in the table above includes amounts related to the accretion of the Series A Participation Amount and the common stock issuable upon Series B Preferred redemption.

Due to the mandatory distribution provisions of the Series B Preferred, it is classified outside of permanent equity as required by EITF D-98.

Separate from the automatic conversion of Series B Preferred that occurs upon redemption of the shares, the Series B Preferred holder has the right to convert the Series B Preferred into 1,125,960 shares of common stock at any time. However, an election to convert the Series B Preferred shares prior to the mandatory distribution date results in the forfeiture of the Series B Preferred mandatory distribution amount and the Series A Participation Amount, and an election to convert after the mandatory distribution date results in the forfeiture of the Series A Participation Amount.

The Company has accounted for the Series B Preferred conversion feature in accordance with EITF No. 98-5 ("EITF 98-5"), "Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios," as interpreted by EITF No. 00-27 ("EITF 00-27"), "Application of Issue 98-5 to Certain Convertible Instruments," and has determined that there was no intrinsic value to the embedded conversion feature on the commitment date.

The Series B Preferred does not have any voting rights. However, the Series B Preferred holder has certain Board of Directors observation rights.

Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the Series B Preferred holder is entitled to receive an amount of cash, before any amount is paid to the holders of Series A Preferred or common stock, equal to (1) the original Series B Preferred face value of $10,000,000 plus (2) all accumulated but unpaid dividends plus (3) a premium percentage based upon the amount distributed ("Series B prepayment penalty derivative"—see further discussion in Note 10).

No liquidation preference is paid to the Series A Preferred holders until the Series B Preferred holder has been paid its liquidation preference amount in full. After payment of the Series B Preferred liquidation preference amount, the Series A Preferred holders are paid their liquidation preference amount and the Series B Preferred holder is paid its Series A Participation Amount. If the amounts available for distribution are not sufficient to pay the the full amount, then all assets of the Company legally available for distribution will be distributed to the Series A Preferred holders and Series B Preferred holder on a proportionate basis.

Upon full payment of the Series A Preferred and Series B Preferred liquidation preference amounts and the Series A Participation Amount, the Series B Preferred participates with the holders of common stock on an "as if converted" basis in any remaining distributions.

The Senior Debt, Sub Notes and Series B Preferred each contain prepayment penalty provisions that require the payment of additional consideration for any liquidation or redemption of these instruments prior to their respective maturity dates.

The Company has accounted for these provisions as derivatives in accordance with SFAS No. 133 ("SFAS 133"), "Accounting for Derivative Instruments and Hedging Activities." The Company has recorded these derivatives at fair value in deferred rent and other liabilities on the accompanying consolidated balance sheets. The fair values on date of issuance were determined based upon independent valuations of the derivatives. Changes in the fair values of these derivatives relate primarily to changes in the applicable prepayment rate under the terms of the agreements and the probability of a liquidation event, and are recorded to other income (expense) in the accompanying consolidated statements of operations as they do not meet the criteria for a cash flow hedge as defined in SFAS 133. The following table summarizes the fair values and changes in fair values for these derivatives as of and for the year ended December 31, 2004 and as of and for the three months ended March 31, 2005 (unaudited) (in thousands):

		Fair Value on March 3, 2004		Change in Fair Value			Fair Value on December 31, 2004		Change in Fair Value			Fair Value on March 31, 2005
Senior Debt derivative		$	533	$	63		$	596	$	24		$	620
Sub Notes derivative			381		(22	)		359		4			363
Series B Preferred derivative			164		15			179		(49	)		130

	Total	$	1,078	$	56		$	1,134	$	(21	)	$	1,113

In June 2002, the Company issued and sold to institutional investors 285,715 shares of common stock at a price of $7.00 per share and warrants to purchase up to 85,715 shares of common stock with an exercise price of $9.00 per share and a term of five years. In connection with this sale, the Company raised gross proceeds of approximately $2,000,000, incurred approximately $260,000 of cash-based issuance costs, and issued a warrant to purchase up to 6,500 shares of common stock, with an exercise price of $10.00 per share and a term of five years, to a placement agent for its services in the private placement.

In connection with the private placement offering in June 2002, wherein the Company issued and sold to institutional investors 285,715 shares of common stock at a price of $7.00 per share, the Company also issued warrants to purchase up to 85,715 shares of common stock with an exercise price of $9.00 per share and a term of five years. Additionally, in lieu of certain issuance costs, the Company issued a warrant to purchase up to 6,500 shares of common stock, with an exercise price of $10.00 per share and a term of five years, to a placement agent for its services in the private placement. In accordance with SFAS 123, the Company valued the warrant to purchase 6,500 shares of common stock, using the Black-Scholes option pricing model, at $4.01 per common share. The following assumptions were used in the option pricing model: common stock price of $7.00, option term of 3 years, risk free rate of interest of 5%, 100% volatility and a dividend yield of 0%. The Company recorded the value of the warrant (approximately $26,000) as a reduction of the private placement proceeds.

In October 1999, the Company loaned $333,000 to the Company's then Chief Financial Officer ("CFO"), secured by a full recourse promissory note and stock pledge agreement, in connection with his purchase of 100,000 shares of Series B-1 preferred stock at $6.33 per share. The note accrued interest at 5.86%, payable annually, and was due and payable on October 20, 2003. Under the terms of the promissory note, principal of $6,938 per month and interest were to be forgiven monthly so long as the CFO's employment continued with IGN. When the CFO resigned from IGN on December 31, 2002, a balance of $70,000 remained on the note. He repaid this amount in full in March 2003.

In November 1999, the Company loaned an aggregate of $600,000 to the CFO, secured by a full recourse promissory note and a stock pledge agreement, in connection with the exercise of options for 19,445 shares of common stock at $36.00 per share. The note accrued interest at 6.08%, generally was payable annually, and matured on November 20, 2003. In January 2001, the promissory note was effectively offset by a repurchase of 16,667 shares of common stock.

In February 1999, the Company's Board of Directors approved the 1999 Equity Incentive Plan (the "1999 Plan"). The 1999 Plan provided for option grants at an exercise price not less than 85% of the fair market value of the stock subject to the option on the date the option was granted. The options were generally required to vest at a rate of at least 20% per year from the date the option was granted. However, in the case of options granted to officers, directors or consultants, the options were allowed to vest at any time established by the Company. All options under the 1999 Plan expired ten years after their grant. The 1999 Plan also provided for restricted stock awards. The purchase price of restricted stock under these awards could not be less than 85% of the fair market value of the stock on the date the award was made or at the time the purchase was consummated.

In February 2000, the Company's Board of Directors adopted the 2000 Equity Incentive Plan (the "2000 Plan"). The 2000 Plan was substantially similar to the 1999 Plan. In addition, each January 1, beginning in 2001, the aggregate number of shares reserved for issuance under this plan increased automatically by a number of shares equal to 5% of the outstanding shares of capital stock on December 31 of the preceding year. In March 2000, the 2000 Plan became effective. No further grants were made under the 1999 Plan subsequent to the effective date of the 2000 Plan; all authorized shares not issued under the 1999 Plan were transferred to the 2000 Plan. In January 2002 and 2003, 90,203 and 109,146 shares, respectively, were added to the 2000 Plan under its annual evergreen provision.

		Options Outstanding
		Number of Shares		Price per Share			Weighted Average Exercise Price
Balance as of December 31, 2001		609,052		0.84	—	198.00	23.06
	Options granted	192,084		4.56	—	12.12	5.30
	Options canceled	(161,726	)	0.84	—	198.00	23.81
	Options exercised	(44,981	)	0.84	—	9.00	2.21

Balance as of December 31, 2002		594,429		0.84	—	198.00	18.69
	Options granted	18,400		6.00	—	6.69	6.59
	Options canceled	(88,122	)	0.84	—	198.00	15.94
	Options exercised	(61,621	)	0.84	—	9.00	1.34
	Options terminated	(463,086	)	0.84	—	198.00	21.04

Balance as of August 31, 2003		—

In connection with the going-private transaction, in August 2003, the Company terminated the 1999 and 2000 Plans and the outstanding options to purchase 463,086 shares of common stock under these plans were terminated.

In February 2000, the Company's Board of Directors adopted the 2000 Employee Stock Purchase Plan (the "ESPP") and reserved 27,778 shares of common stock under this plan. The ESPP became effective on the first business day on which price quotations for IGN common stock were available on the Nasdaq National Market, March 21, 2000. On January 1, 2001, 2002 and 2003, the aggregate number of shares reserved for issuance under the ESPP was increased automatically by a number of shares equal to 1% of the outstanding shares on December 31 of the preceding year. In January 2002 and 2003, 18,041 and 21,829 shares, respectively, were added to the ESPP under the Company's annual evergreen provision. On October 23, 2002, the Company registered an additional 100,000 shares to be reserved for issuance under the ESPP. The aggregate number of shares reserved for issuance under the ESPP was not to exceed 277,778 shares.

In 2002 and 2003, a total of 60,112 and 38,490 shares, respectively, of common stock were purchased under the ESPP.

The ESPP was terminated upon completion of the going-private transaction, and thus no shares remained available for issuance under the ESPP as of December 31, 2003.

In addition to the Company's 1999 and 2000 Plans, the Company issued shares of common stock and option grants to founders and employees. Certain of these shares were sold pursuant to restricted stock purchase or option agreements containing provisions that gave the Company the right to repurchase a certain number of shares as established by the Board of Directors. As of December 31, 2003, no options granted outside of the 1999 and 2000 plans remained outstanding.

In December 2000, the Company's Board of Directors authorized a stock repurchase program under which the Company was authorized to repurchase up to 277,778 shares of the Company's common stock in the open market for cash. As of December 31, 2002, the Company had repurchased an aggregate of 270,501 shares at an average per share purchase price of $4.35. The stock repurchase program was terminated upon completion of the going-private transaction and all treasury shares were retired.

On August 31, 2003, the Company issued 17,000,000 shares of common stock and 34,923,565 shares of Series A Preferred in connection with the going-private transaction (see Note 9). On March 3, 2004, in connection with the merger with GameSpy, the Company issued an additional 1,216,120 shares of common stock and 4,999,392 shares of Series A Preferred (see Note 9).

In April 2004, the Company amended its Certificate of Incorporation, to provide for a twenty-for-one split of common stock from 1,400,000 shares (amount as amended in March 2004) to 28,000,000 shares. All shares of common stock, options to purchase shares of common stock, and per share amounts in the successor company consolidated financial statements and notes thereto have been adjusted to retroactively reflect this split effective April 16, 2004.

In August 2003, the Company's Board of Directors approved the grant of 2,020,000 and 476,000 shares of restricted common stock to two of the Company's executive officers. Of the 2,496,000 shares of restricted common stock awarded, 496,000 vested immediately with the remainder vesting annually over a four-year period. The Company recorded deferred stock-based compensation of $1,746,000, which represented the intrinsic value of the restricted stock equal to the excess of its deemed fair value over its purchase price in accordance with APB 25. Unvested shares were subject to a right of repurchase upon termination of employment.

In June 2004, the Company repurchased the 2,000,000 shares of unvested restricted stock at the original issuance price of $0.0005 per share. The Board of Directors approved a grant in June 2004 to the same two executive officers of options to purchase 2,080,000 and 520,000 shares of common stock at an exercise price of $1.75 per share and options to purchase 400,000 and 100,000 shares of common stock at an exercise price of $15.00 per share. The Company recorded deferred stock-based compensation for the new grants of $11,841,795 in accordance with APB 25. This amount included $791,795 of unamortized deferred stock-based compensation from the original grants.

In March 2004, in connection with the issuance of the Sub Notes, the Company issued detachable warrants for the purchase of 1,125,960 of common shares at an exercise price $0.0005 per share (see Note 8). The warrants were exercised in July 2004.

In May 2003, the Company's Board of Directors approved the 2003 Stock Option and Grant Plan (the "2003 Plan"). The 2003 Plan provides for stock option grants at an exercise price no less than 85% of the fair market value of the common stock subject to the option on the date of grant, or 100% in the case of incentive stock options and 110% for owners of 10% or more of IGN's common stock. Options under the 2003 Plan expire ten years after their grant, or five years in the case of stock options granted to owners of 10% or more of IGN's common stock. The 2003 Plan also provides for restricted stock awards. The purchase price of restricted stock under these awards may not be less than 85% of the fair market value of the stock on the date of the award for owners of 10% or less of IGN common stock and may not be less than 100% of the fair market value of the stock on the date of the award for owners of

greater than 10% of IGN common stock. Full payment of the purchase price must be received within 30 days of the grant.

Options become vested and exercisable at such times and under such conditions as are determined by the Board of Directors. Options, or shares issued upon exercise of options, generally vest over four years, with 25% vesting at the end of the first year and the balance vesting monthly over the remaining period.

The consolidated statement of redeemable preferred stock and stockholders' equity reflects issuances of common stock equal to the number of shares of restricted stock that vested during the period. These are referred to as restricted stock related to awards early exercised. In addition, certain unvested shares of restricted stock have a de minimis purchase price of $0.0005 per share, and therefore they are reflected as issued in the consolidated statement of redeemable preferred stock and stockholders' equity on the grant date. The following table summarizes the total vesting of restricted stock subject to repurchase:

	Four Months Ended December 31, 2003	Year Ended December 31, 2004	Three Months Ended March 31, 2005
			(Unaudited)
Restricted stock related to awards early exercised	—	115,417	34,375
Restricted stock with de minimis purchase prices	496,000	128,310	24,375

	496,000	243,727	58,750

The following tables summarize information regarding options vested and outstanding as of December 31, 2004 under the 2003 Plan:

In the four months ended December 31, 2003, the Company utilized available net operating loss carryforwards of the predecessor company to offset taxable income. The Company recorded the benefit from these net operating loss carryforwards as a reduction to goodwill from the going-private transaction, and as a result the Company recorded a charge in lieu of tax provision of $664,000.

The difference between the provision for income taxes and the amount computed by applying the Federal income tax rate of 34% consisted of the following (in thousands):

Deferred income taxes reflect the net tax effects of temporary differences between the carrying values of assets and liabilities for financial reporting purposes, and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities were as follows (in thousands):

		December 31,
		2003			2004
		(Restated)
Deferred tax assets:
	Accruals and reserves	$	750		$	2,686
	Fixed assets		361			—
	Other		42			419
	Net operating loss and tax credit carryforwards		13,767			15,801

Total deferred tax assets			14,920			18,906
	Valuation allowance		(13,690	)		(7,432	)

	Net deferred tax assets		1,230			11,474
	Intangible assets		(1,230	)		(10,748	)
	Fixed assets		—			(726	)

Total deferred tax liabilities			(1,230	)		(11,474	)

Net deferred tax assets (liabilities):		$	—		$	—

Based on the available objective evidence, management believes it is more likely than not that its total deferred tax assets will not be realized, and accordingly the Company has established a valuation allowance for the full amount of its net deferred tax assets. This conclusion is based primarily upon the Company's history of operating losses. Approximately

$5,861,000 of the valuation allowance for deferred tax assets related to various acquisitions, for which the benefits, if subsequently recognized, will reduce goodwill and other intangible assets related to the acquisition.

The Company has net operating loss carryforwards for Federal and California income tax purposes of approximately $41,000,000 and $42,000,000, respectively, available to reduce future income subject to income taxes. The Federal net operating loss carryforwards expire from 2019 through 2023 if not utilized. The California net operating loss carryforwards expired beginning in 2004 if not utilized. The Company had research credit carryforwards for Federal income tax purposes of $167,000 as of December 31, 2004. The research credit carryforwards will expire beginning in 2019, if not utilized. The Company also had alternative minimum tax credit carryforwards for Federal income tax purposes of $25,000, which may be carried forward indefinitely. Federal and California tax laws impose substantial restrictions on the utilization of net operating loss and tax credit carryforwards in the event of an "ownership change" for tax purposes, as defined in Section 382 of the Internal Revenue Code. We believe we experienced in August 2003 an ownership change, as defined in Internal Revenue Code Section 382. As a result, the ability to realize the potential benefit in the future of tax losses and tax credits that existed at the time of the ownership change has been significantly reduced. Our deferred tax asset and related valuation allowance has been reduced as a result. We have not finished our 382 study. The net operating loss and tax credit carryforwards included in our gross deferred tax asset reflect our best estimate of the potential future benefit of these items available to us. Our future tax liabilities depend in part on our ability to use tax losses and tax credits that we have generated. Therefore any change to our ability to use these losses and credits could significantly change our future tax liabilities.

In fiscal year 2001, the Company established an irrevocable standby letter of credit in favor of the landlord of its New York facility. This irrevocable letter of credit is collateralized by a certificate of deposit maintained at the granting financial institution. As of December 31, 2004 and March 31, 2005 (unaudited), a letter of credit for $712,000 was outstanding; however, no amounts had been drawn against the letter. This letter of credit renews annually in September.

The Company's headquarters facility in Brisbane, California is under a lease commitment through December 2009. As of December 31, 2004, the Company also leased sales and support offices in California and New York under leases with remaining terms of less than one year.

In addition to the facilities mentioned above, the Company has lease commitments for excess facilities in Connecticut and New York through June 2005 and August 2010, respectively. These excess facilities have been accounted for under the Company's current restructuring program (see Note 7). With respect to the Company's excess New York facility, in

July 2002 the Company entered into a sublease agreement with a term through July 2004. In 2003, this term was extended to July 2007. The following table summarizes the Company's future minimum lease payments as of December 31, 2004 under all non-cancelable operating leases, which expire at various times through 2010, and future sublease income under a non-cancelable sublease (in thousands):

		Occupied Facilities			Excess Facilities			Total
Year ending December 31:
	2005	$	1,245		$	707		$	1,952
	2006		1,379			688			2,067
	2007		1,713			688			2,401
	2008		1,758			688			2,446
	2009		1,834			688			2,522
	Thereafter		44			459			503

			7,973			3,918			11,891
	Less: contracted future sublease income		(155	)		(980	)		(1,135	)

	Net minimum payments	$	7,818		$	2,938		$	10,756

The Company recorded rent expense of approximately $1,214,000, $402,000, $233,000, $1,114,000, $191,000 and $407,000 during the year ended December 31, 2002, eight months ended August 31, 2003, four months ended December 31, 2003, year ended December 31, 2004 and three months ended March 31, 2004 and 2005 (unaudited), respectively.

From time to time, the Company is involved in various legal actions arising in the ordinary course of business. Management is currently not able to predict the outcome of these cases. However, management believes that the likely resolution with respect to these actions will not have a material adverse affect on the Company's financial position or results of operations. As of December 31, 2003 and 2004 and March 31, 2005, the Company believed that it has adequately provided for any potential liabilities that may result from resolution of these cases.

Certain of the Company's sales contracts include provisions under which customers would be indemnified by the Company in the event, among other things, of a third-party claim against the customer for intellectual property rights infringement related to the Company's products and services. The Company has accrued no amounts in relation to these provisions as no such claims have been made and the Company believes it has valid, enforceable rights to the intellectual property embedded in its products and services.

The Company has a 401(k) and Profit Sharing Plan (the "Plan") for all employees except part-time employees. There is no age or eligibility requirement. The Company is permitted to make a discretionary contribution to the Plan each year. The Company made no contributions under the Plan for the year ended December 31, 2002, eight months ended August 31, 2003, four months ended December 31, 2003, year ended December 31, 2004 or three months ended March 31, 2004 and 2005 (unaudited).

On August 28, 2003, GHAC loaned $1,010,010 to Mark Jung, Chief Executive Officer and former President, which was used by Mr. Jung to purchase 2,506,660 shares of the Company's common stock and 999,757 shares of Series A Preferred in connection with the Merger between IGN and GHAC (see Note 3), at an interest rate of 4.00% per year. This loan was secured by Series A Preferred, common stock and any other property held by Mr. Jung and evidenced by a promissory note. Upon the consummation of the Merger, on August 29, 2003, Mr. Jung paid all amounts owing under the promissory note, at which point all obligations under the promissory note terminated.

On August 28, 2003, GHAC loaned $6,665,395 to Christopher Anderson, a member of the Board of Directors, which was used by Mr. Anderson to purchase 3,243,780 shares of the Company's common stock and 6,663,773 shares of Series A Preferred in connection with the Merger between IGN and GHAC, at an interest rate of 4.00% per year. This loan was secured by Series A Preferred, common stock and any other property held by Mr. Anderson and evidenced by a promissory note. Upon the consummation of the Merger, on August 29, 2003, Mr. Anderson paid all amounts owing under the promissory note, at which point all obligations under the promissory note terminated.

In March 2004, in connection with the Company's acquisition of GameSpy, the Company sold 143,118 shares of Series A Preferred and 34,820 shares of common stock to Mr. Jung for an aggregate purchase price of $143,135.

In March 2004, in connection with the Company's acquisition of GameSpy, the Company sold 953,935 shares of Series A Preferred and 232,140 shares of common stock to Mr. Anderson for an aggregate purchase price of $954,051.

In March 2004, in connection with the Company's acquisition of GameSpy, the Company sold 42,935 shares of Series A Preferred and 10,440 shares of common stock to Kenneth Keller, Executive Vice President, Engineering and Chief Technical Officer, for an aggregate purchase price of $42,940.

The Company paid service fees of $1,225,000 in 2004 to Great Hill Equity Partners II Limited Partnership and Great Hill Affiliate Partners II Limited Partnership, which together beneficially own approximately 43% of the Company's common stock, for services provided in connection with its acquisition of GameSpy and the related financings.

In 1999, the Company loaned its former CFO approximately $933,000 in connection with certain stock purchases. See Note 11.

On May 16, 2005, the Company entered into a settlement agreement with the previous owners of GameSpy pursuant to which the Company will receive $666,667 of the $1,000,000 working capital escrow balance and the previous owners of GameSpy will receive the remaining $333,333, plus accrued interest on the full principal amount of $1,000,000. The Company received the working capital escrowed funds in May 2005.

On May 27, 2005, the Company acquired AskMen.com for a total cash purchase price of $13,500,000. In connection with this acquisition, the Company raised an additional $13,500,000 of long-term debt with the same lender and with terms substantially the same as the Senior Debt discussed in Note 8. AskMen.com operates an Internet site that is a resource for information regarding male lifestyle.

On July 7, 2005, the Company's Board of Directors authorized the filing of a registration statement with the Securities and Exchange Commission to register shares of common stock in connection with a proposed initial public offering.

Assuming the registration statement becomes effective with the SEC as of September 30, 2005, the Company expects to redeem all shares of Series A Preferred, including payment of accrued and unpaid dividends, and all shares of Series B Preferred, including the Series A Participation Amount, in the amount of $49.6 million. Upon redemption of the Series B Preferred, the Company will also issue 1,125,960 shares of common stock. The Company also expects to pay a $12.3 million mandatory distribution on all outstanding shares of Series B Preferred including payment of accrued and unpaid dividends. The Company will record approximately $15.0 million of aggregate accretion of Series A Preferred and Series B Preferred to increase the carrying value of these instruments to their redemption value as of September 30, 2005.

In addition, the Company expects to repay the Senior Debt, Sub Notes, and the $13.5 million of senior debt issued in the AskMen.com acquisition, including payment of accrued and unpaid interest for an aggregate amount of $59.1 million. The Company expects to write-off approximately $1.8 million of unamortized debt issuance costs related to this repayment.

In connection with the redemption of Series B Preferred and the early payment of the Senior Debt and Sub Notes, the Company will pay prepayment penalties totaling approximately $1.5 million.

We have audited the accompanying balance sheet of GameSpy Industries, Inc. as of December 31, 2003, and the related statements of operations, stockholders' equity, comprehensive loss, and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of GameSpy Industries, Inc. as of December 31, 2003, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

GAMESPY INDUSTRIES, INC.

BALANCE SHEET
(In thousands, except share and per share data)

GAMESPY INDUSTRIES, INC.

STATEMENT OF STOCKHOLDERS' EQUITY
(In thousands, except share data)

GameSpy Industries, Inc. ("GameSpy" or the "Company") was incorporated on February 10, 1999 in California. Prior to that date, GameSpy was operating as Critical Mass Communications LLC ("Critical Mass"), a Delaware limited liability company. On March 2, 1999, the owner of Critical Mass contributed his entire interest in Critical Mass for a 90% interest in GameSpy. The transaction was treated as a change in legal entity from an LLC to a corporation with no gain or loss recognized on the transfer of the net assets of Critical Mass to GameSpy.

GameSpy licenses proprietary desktop application software products that allow game players to find and chat with other game players and compete in computer games over the Internet. The Company also host Internet game community sites in which it provides news and editorial content that are considered to be a prime industry resource.

During December 2003, GameSpy entered into an Agreement and Plan of Merger with IGN Entertainment, Inc., which was consummated in March 2004 (see Note 10).

The financial statements of GameSpy were prepared in conformity with accounting principles generally accepted in the United States of America.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

The Company derives its revenue from two primary sources: (1) advertising revenue, which is comprised primarily of fees from short-term contracts for impression-based advertisements and other marketing programs; and (2) subscriptions and services revenue, consisting primarily of subscription fees that are charged to users for access to premium content and hosting services on the Company's websites and related professional service fees.

The Company recognizes revenue in accordance with the provisions of Securities and Exchange Commission ("SEC") Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial Statements," as amended by SAB No. 104, "Revenue Recognition," and Emerging Issues Task Force ("EITF") Issue No. 00-21, "Revenue Arrangements with Multiple Deliverables." Revenue is recognized only when persuasive evidence of an arrangement exists, the price is fixed or determinable, the service is performed, and collectibility of the resulting receivable is reasonably assured.

The Company recognizes advertising revenue based on the lesser of (i) the straight-line amortization of the contract amount over the term of the contract or (ii) the contract amount multiplied by the ratio of impressions delivered over total committed impressions, if applicable, provided that there are no significant remaining obligations and collection of the resulting receivable is reasonably assured. For impression-based advertisements, to the extent that minimum committed impression levels or other obligations are not met, the Company defers recognition of the corresponding revenue until such levels have been achieved. GameSpy generally receives a fixed or determinable fee for lead generation, customer delivery, or traffic driven to the commerce partner's site.

For all sales, the Company uses either a binding insertion order or signed agreement as evidence of an arrangement.

GameSpy derives revenue from subscription fees that are charged to users for access to premium content and services on the Company's websites. Subscription fees are recorded, net of any discounts, ratably over the subscription period (generally one month to one year), and deferred revenue is recorded for amounts received before services are provided. Transaction costs are recognized in the period the transaction occurs.

In addition, the Company generates service revenues from multiplayer game hosting service contracts. Under these contracts, the Company provides video game developers and publishers with proprietary technology that they use to embed multiplayer functionality into their games. This embedded technology allows multiple players to compete on-line through the Company's hosted websites. Contract terms are generally for 12 or 24 months periods and can be renewed at prices that may be discounted in future years. Service fees for these arrangements are recorded ratably over the expected hosting period (24 months) beginning upon title release of the games. The expected hosting period is determined based upon a number of factors, including historical and anticipated customer renewals.

GameSpy assesses the probability of collection based on a number of factors, including past transaction history with the customer and the creditworthiness of the customer. If the Company determines that collection of an amount is not reasonably assured based on the current evaluation of these factors, the amount is deferred and revenue is recognized at the time collection becomes reasonably assured, which is generally upon receipt of cash. Most of the Company's subscription services are paid in advance by its customers with credit cards. Amounts billed in advance of services performed are recorded as deferred revenue when cash is received.

Arrangements do not generally include acceptance clauses; however, if an arrangement includes an acceptance provision, the Company deems acceptance to have occurred upon the earlier of receipt of a written customer acceptance or expiration of the acceptance period.

The Company considers all highly liquid investments with an original maturity from the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents, which consist primarily of cash on deposit with banks, certificates of deposit, and money market funds, are stated at cost, which approximates fair value.

The carrying amounts of cash and cash equivalents, investment, accounts receivable, accounts payable, accrued liabilities, and deferred revenue approximate their fair values as of December 31, 2003 because of their short maturities.

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, short-term investment, and trade accounts receivable.

The Company maintains cash and cash equivalents at various domestic financial institutions of high-credit quality. The Company performs periodic evaluations of the relative standing of these institutions. From time to time, cash balances with these financial institutions may exceed Federal Deposit Insurance Corporation insurance limits.

With respect to accounts receivable, the Company performs ongoing credit evaluations of customers and generally does not require collateral. The Company maintains reserves for potential credit losses on customer accounts when deemed necessary. Accounts receivable are unsecured and derived from customers primarily located in the United States. Actual credit losses to date have been within management's expectations. No customer accounted for more than 10% of total revenues or trade accounts receivable for the year ended or as of December 31, 2003.

Fixed assets are stated at cost, less accumulated depreciation and amortization (see Note 3). Depreciation and amortization are computed using the straight-line method over the estimated useful lives or lease terms, which range from 3 to 10 years. Gains and losses on disposals are included in income at amounts equal to the difference between the net book value of the disposed assets and the proceeds received upon disposal. Expenditures for replacements and betterments are capitalized, while expenditures for maintenance and repairs are recorded to operating expense as incurred.

The Company adopted EITF Issue No. 00-2, "Accounting for Website Development Costs," and Statement of Position ("SOP") No. 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use." During the year ended December 31, 2003, the

Company did not have any website or internal software development costs that met the criteria for capitalization.

The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial statement and tax basis of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when it is more likely than not that a portion of deferred tax assets will not be recognized.

The Company accounts for employee and nonemployee directors' stock-based compensation in accordance with Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees", Financial Interpretation ("FIN") No. 44, "Accounting for Certain Transactions Involving Stock Compensation," an Interpretation of APB No. 25, and related interpretations. For the year ended December 31, 2003, charges for stock compensation represented the amortization of deferred stock-based compensation charges, which were based on the aggregate differences between the respective exercise prices of stock options and their deemed fair market value as of their grant dates. Deferred stock-based compensation was amortized over the vesting period of the underlying options, using the straight-line method.

SFAS No. 123, "Accounting for Stock-Based Compensation," established a fair-value-based method of accounting for employee stock options or similar equity instruments, and encourages adoption of this method for stock compensation plans. However, it also allows companies to continue to account for those plans using the accounting treatment prescribed by APB No. 25. The Company has elected to continue accounting for employee stock option plans according to APB No. 25, and accordingly, the pro forma data disclosed below assumes the Company had accounted for employee stock option grants using the fair-value-based method as defined in SFAS No. 123.

The fair value for the stock options was estimated at the date of each option grant using the Black-Scholes option-pricing model with the following assumptions:

		Year Ended December 31, 2003
Net loss, as reported		$	(666	)
Add stock-based employee compensation expense,
included in reported net loss			1,983
Deduct stock-based employee compensation expense
determined under fair-value method for all awards			(2,844	)

	Pro forma net loss	$	(1,527	)

For the year ended December 31, 2003, the weighted average grant date fair value of options granted during the year calculated pursuant to SFAS No. 123 was $1.87.

Advertising costs are expensed as incurred. For the year ended December 31, 2003, the Company incurred advertising costs of approximately $126,000.

The Company adopted SFAS No. 130, "Reporting Comprehensive Income," which establishes standards for reporting comprehensive income and its components in the financial statements. Comprehensive loss is comprised of two components: net loss and other comprehensive income. Other comprehensive income for the year ended December 31, 2003 relates to unrealized gains on investments in marketable securities.

The Company adopted SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information." SFAS No. 131 establishes standards for the reporting by business enterprises of information about operating segments, products and services, geographic areas, and major customers. The method of determining what information is reported is based on the way that management organizes the operating segments within the Company for making operational decisions and assessments of financial performance. The chief operating decision maker is considered to be the chief executive officer (CEO). The CEO reviews financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance. By this definition, the Company operates in one business segment, which is the sale of advertising, marketing programs, and content based on material produced for distribution on the Internet. The Company derives substantially all of its revenue from operations in the United States.

Depreciation and amortization expense for fixed assets was $778,000 for the year ended December 31, 2003.

Investment represents restricted common stock of EasyLink Services Corporation, which was originally acquired as payment for an account receivable in conjunction with an asset purchase agreement consummated during the year ended December 31, 2001. The $375,000 accounts receivable balance was settled by receipt of restricted common stock of EasyLink with a market value of $375,000 on the date of settlement. During the year ended December 31, 2003, the Company recorded an unrealized gain of $44,000 on the investment in EasyLink, which is included in comprehensive net loss as a separate component of stockholders' equity.

The articles of incorporation authorize up to 1,500,000 shares of $0.0001 par value preferred stock. Shares of preferred stock may be issued in one or more classes or series at such times as the board of directors determines. All shares of any series must be equal in rank and identical in all respects.

The Company's Series A convertible preferred stock does not bear dividends, except as declared by the board of directors; any such dividends declared are not cumulative. Each share of Series A preferred stock is convertible at the option of the holder into shares of common stock at an initial conversion price of $3.64. This conversion price will decrease if the Company sells any of its shares of common stock to nonemployees at a price less than $3.64 per share or offer any common stock equivalents, as defined, with an exercise price less than $3.64 per share. The conversion price will be lowered by the percentage obtained by dividing the number of common shares and common stock equivalents outstanding prior to the sale, plus the number of shares into which the Series A will convert at the preferred conversion price in effect at that time, by the total shares outstanding after the sale.

The preferred stockholders were also granted a right of first refusal, co-sale rights, and registration rights, and have a liquidation preference of $1.815 per share. As of December 31, 2003, no conversions had occurred.

During 2002, as a result of a settlement between GameSpy and a majority holder of the Series A preferred stock, the Company amended the preferences of the Series A preferred stock. Accordingly, the liquidation preference of these preferred shares was reduced from $3.64 per share to $1.815 per share, or an aggregate liquidation preference of $1,648,005 as of December 31, 2003.

In June 2003, the Company adopted the 2003 Stock Incentive Plan (the 2003 Plan), pursuant to which employees, consultants, and directors are eligible to receive stock options as defined in the 2003 Plan. The Company can grant nonqualified or incentive stock options, as defined under the 2003 Plan, that vest at rates determined by a designated committee of the board of directors (the Committee), generally over a four-year period from the date of grant. The maximum aggregate number of shares of stock that may be issued under the 2003 Plan is 8,110,000, reduced by the number of shares granted pursuant to the 1999 Stock Option Plan (the 1999 Plan) or other arrangement.

The 2003 Plan will continue in effect until the earlier of its termination by the board of directors or the date on which all of the shares of stock available for issuance under the 2003 Plan have been issued and all restrictions on such shares under the terms of the 2003 Plan and the agreements evidencing awards granted under the 2003 Plan have lapsed. However, all awards shall be granted, if at all, within 10 years from the earlier of the date the 2003 Plan was adopted by the Board or the date the 2003 Plan is duly approved by the stockholders of GameSpy.

In July 1999, the Company adopted the 1999 Plan, pursuant to which directors, officers, key employees, consultants, and other personnel working directly with GameSpy are eligible to receive stock options as defined in the 1999 Plan. The 1999 Plan is administered by the Committee, which is empowered to determine the terms and conditions of each option, as defined, under the 1999 Plan. The Company may grant nonqualified or incentive stock options, as defined under the 1999 Plan that vest at rates determined by the Committee, generally over a four-year period from the date of grant. The 1999 Plan, unless terminated sooner by the board of directors, will terminate on July 6, 2009. The Company has reserved 5,110,000 shares of common stock for issuance under the 1999 Plan, plus any nonplan options that expire unexercised. From time to time, the Company may issue nonplan stock options pursuant to various agreements with other compensatory arrangements.

During 2003, the Company granted options at exercise prices below the deemed fair value of the options. Accordingly, the Company recorded $5.8 million of deferred stock-based compensation and $2.0 million of amortization expense for the vested portion of these options during the year.

As of December 31, 2003 there were 1,100,491 shares of stock available for grant under the 2003 and 1999 Plans. Stock options outstanding are as follows:

				Price per Share
		Options Outstanding		Range	Weighted Average
Balance, December 31, 2002		3,837,770		0.07 - 3.63	0.86
	Granted	3,584,103		0.54 - 0.63	0.61
	Exercised	(3,400	)	0.63	0.63
	Canceled	(540,000	)	0.63 - 3.06	0.73

Balance, December 31, 2003		6,878,473		0.07 - 3.63	0.74

The following summarizes information about stock options outstanding and exercisable as of December 31, 2003:

	Options Outstanding				Options Exercisable
Range of Exercise Prices	Number Outstanding	Weighted Average Remaining Contractual Life (Years)	Weighted Average Exercise Price per Share		Number Exercisable	Weighted Average Exercise Price per Share
$0.07	721,500	5.2	$	0.07	697,200	$	0.07
0.54	1,898,003	9.0		0.54	759,601		0.54
0.63	3,310,700	9.5		0.63	1,141,336		0.63
1.00-2.00	697,900	6.3		1.63	634,830		1.69
3.06-3.63	250,370	6.2		3.07	233,540		3.07

	6,878,473	8.4		0.74	3,466,507		0.86

Certain of the Company's option agreements contain accelerated vesting provisions triggered upon the change in control that occurred upon the consummation of the merger (see Note 10). As of December 31, 2003, options to purchase an additional 892,223 shares of common stock vested upon consummation of the merger with IGN Entertainment, Inc.

Income tax expense differed from the amounts computed by applying the U.S. federal income tax rate of 34% to income before provision for income tax and cumulative effect of a change in accounting principle as a result of the following (in thousands):

The types of temporary differences that give rise to significant portions of deferred tax assets and liabilities are set out below (in thousands):

			December 31, 2003
Deferred tax assets:
	Accruals and reserves		$	494
	Deferred revenue			811
	Unrealized gain or loss			134
	Stock-based compensation			728
	Other			30
	Net operating loss and tax credit carryovers			2,078

		Gross deferred tax assets		4,275
	Valuation allowance			(3,998	)

		Deferred tax assets		277

Deferred tax liabilities:
	Other			(17	)
	Fixed assets			(260	)

		Deferred tax liabilities		(277	)

		Net deferred tax assets	$	—

Based on the available objective evidence, management believes it is more likely than not that the net deferred tax will not be fully realizable; therefore, management has established a valuation allowance for the deferred tax assets. The valuation allowance for deferred tax assets is $3,998,000 as of December 31, 2003.

As of December 31, 2003, the Company had net operating loss carryforwards for federal and California income tax purposes of approximately $4,554,000 and $5,781,000, respectively, available to reduce future income subject to income taxes. The federal net operating loss carryforwards expire beginning in 2019 through 2023, if not utilized. California net operating loss carryforwards expire in 2006 through 2013, if not utilized.

As of December 31, 2003, the Company had research tax credit carryforwards for federal income tax purposes of approximately $167,000, which expire beginning in 2019, if not utilized. The Company also has AMT credit carryforwards for federal income tax purposes of approximately $25,000, which will carry forward indefinitely.

Federal and California tax laws impose substantial restrictions on the utilization of net operating loss and credit carryforwards in the event of an "ownership change" for tax purposes, as defined in Section 382 of the Internal Revenue Code. As discussed in Note 1, in March 2004, the Company merged with IGN Entertainment, Inc. in a transaction that may constitute an "ownership change" under Section 382. As a result, the aforementioned operating losses and credit carryforwards may be reduced significantly.

In addition, the Company adjusted its financial statements to reflect a liability for estimated taxes, penalties, and interest of $7,000 and $21,000 for the years ended December 31, 2001 and 2002, respectively, which is reflected in the ending accumulated deficit, and $35,000 for the year ended December 31, 2003, related to personal expenses incurred by the principal stockholder and officer that were reimbursed by the Company.

The Company leases its offices under the terms of noncancelable operating leases that expire through January 2005. As of December 31, 2003, future minimum lease payments under noncancelable operating leases are as follows (in thousands):

The Company has a service contract to receive Ethernet bandwidth services. The contract provides for monthly service fees with a guaranteed minimum of $90,000 per month, expiring in May 2004. During the year ended December 31, 2003, the Company recognized $650,000 of bandwidth charges under the terms of the contract. As of December 31, 2003, the Company has future minimum payments of $450,000 under the terms of the contract.

In 2002, the Company became involved in litigation with a former employee regarding various claims by both parties. Management determined that it was probable that the settlement of the litigation would result in a loss, and accordingly, recognized general and administrative expense and an accrued liability of $615,000 as of December 31, 2002. During 2003, the litigation was settled. Under the terms of the settlement agreement, the Company paid the former employee approximately $264,000 and received and canceled 72,000 shares of common stock held by the former employee. As a result of the settlement, the Company recorded the repurchase of the common stock at its fair value of $170,000. The $94,000 excess of cash paid over the fair value of the shares of common stock acquired was charged against

the previously recorded accrued liability of $615,000. The excess remaining balance in the accrued liability, net of the legal costs associated with the lawsuit, of approximately $521,000 was recorded as a reduction of general and administrative expense in 2003.

As discussed in Note 1, during December 2003, the Company entered into an Agreement and Plan of Merger with IGN Entertainment, Inc. Under the terms of the Agreement, the Company received approximately $54.6 million, of which $6.5 million is held in escrow, for all outstanding shares of common stock and outstanding and vested stock options. Unvested shares were canceled, and outstanding stock and option plans were not assumed by IGN. The merger was consummated on March 3, 2004.

IGN ENTERTAINMENT, INC. AND GAMESPY INDUSTRIES, INC.

UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS OVERVIEW

The following unaudited pro forma combined condensed statement of operations has been prepared to reflect the acquisition of GameSpy Industries, Inc. under the purchase method of accounting after giving effect to the pro forma adjustments described in the accompanying notes.

The unaudited pro forma combined condensed statement of operations combines the historical statements of operations of IGN Entertainment, Inc. for the year ended December 31, 2004 and GameSpy Industries, Inc. for the two month period ended February 29, 2004 and gives effect to the acquisition, which was completed on March 3, 2004, as if it had occurred on January 1, 2004. This pro forma information should be read in conjunction with the consolidated financial statements and related notes of IGN Entertainment, Inc. for the year ended December 31, 2004 and the financial statements and related notes of GameSpy Industries, Inc. for the year ended December 31, 2003, appearing elsewhere in this prospectus.

Unaudited pro forma combined condensed financial information is presented for illustrative purposes only and is not indicative of the results of operations that would have actually been reported had the acquisition occurred at the beginning of the period presented, nor is it necessarily indicative of future results of operations. This unaudited pro forma combined condensed statement of operations is based upon the respective historical financial statements of IGN Entertainment, Inc. and GameSpy Industries, Inc. and does not incorporate, nor does it assume, any benefits from cost savings or synergies of the combined company. The pro forma adjustments are based on available financial information and certain estimates and assumptions that we believe are reasonable and that are set forth in the notes to the unaudited pro forma combined condensed statement of operations.

IGN ENTERTAINMENT, INC. AND GAMESPY INDUSTRIES, INC.

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
(In thousands, except per share amounts)

See accompanying notes to unaudited pro forma combined condensed statement of operations

IGN ENTERTAINMENT, INC. AND GAMESPY INDUSTRIES, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS

The unaudited pro forma combined condensed statement of operations included herein has been prepared in accordance with the rules and regulations of the Securities and Exchange Commission. Certain information and certain footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to those rules and regulations; however, management believes that the disclosures are adequate to make the information presented not misleading.

In March 2004, IGN Entertainment, Inc. (the "Company") completed the acquisition of GameSpy Industries, Inc., a California corporation ("GameSpy"), pursuant to which the Company acquired all of the then outstanding shares of GameSpy. The total purchase price was approximately $53,259,000, which consisted of $50,630,000 in cash for the purchase of all outstanding common stock and vested options and warrants and $2,629,000 of acquisition costs. The goodwill created as a result of the merger is not deductible for income tax purposes. The assets of GameSpy and its results of operations have been included in the consolidated financial statements since that date. GameSpy is an Internet game company that includes a network of Internet game community web sites, providing Internet game editorial content and application software products enabling Internet game players to communicate and compete with each other. The merger integration enabled the Company to offer GameSpy's gaming technology to its own unique subscriber base, thereby increasing the Company's value proposition to consumers.

The Company has accounted for this acquisition using the purchase method of accounting, pursuant to Statement of Financial Accounting Standards No. 141, "Business Combinations." The estimated fair values of the assets acquired and liabilities assumed were as follows (in thousands):

Cash and cash equivalents	$	4,761
Accounts receivable		2,524
Intangable assets		27,631
Goodwill		17,329
Fixed assets		1,719
Other assets		975
Accounts payable and accrued liabilities		(1,293	)
Other liabilities		(387	)

	$	53,259

The estimated fair values of the intangible assets were allocated as follows (in thousands):

The amounts allocated to intangible assets were based upon a report from an independent valuation specialist. Trade names were determined to have an indefinite life and thus not to be subject to amortization. The Company determined the remaining intangible assets to have economic lives of four to eight years and is amortizing them over those periods using the straight-line method.

The unaudited pro forma combined condensed statement of operations includes the adjustments necessary to give effect to the acquisition as if it had occurred on January 1, 2004. The adjustments included in the unaudited pro forma combined condensed statement of operations is summarized as follows:

To record amortization expense of the intangible assets based on the fair values assigned by an independent valuation firm.

To decrease GameSpy general and administrative expense for expenses incurred as a result of the acquisition. Acquisition expenses primarily relate to legal expenses.

To decrease GameSpy stock-based compensation expense for the amortization recorded for the vesting period of the underlying options, using the straight-line method.

To record interest expense for the debt that was financed as part of the acquisition. See Note 8 in IGN's financial statements for description of debt instruments issued.

To record accretion of preferred stock for the preferred stock issued as part of the acquisition. Preferred stock is being accreted using the effective interest rate method to the redemption value. See Note 9 in IGN's financial statements for a description of the preferred stock issued.

Shares used to calculate unaudited pro forma combined basic and diluted net loss per share include the full effect of the 1,216,620 common shares issued as part of the acquisition.

Until , 2005 (25 days after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to unsold allotments or subscriptions.

The following table sets forth the costs and expenses to be paid by the Registrant in connection with the sale of the shares of common stock being registered hereby. All amounts are estimates except for the Securities and Exchange Commission registration fee, the NASD filing fee and the Nasdaq National Market filing fee.

Securities and Exchange Commission registration fee		$	23,540
NASD filing fee			20,500
Nasdaq National Market filing fee			100,000
Accounting fees and expenses			*
Legal fees and expenses			*
Road show expenses			*
Printing and engraving expenses			*
Blue sky fees and expenses			*
Transfer agent and registrar fees and expenses			*
Miscellaneous			*

	Total	$	*

Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation's board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended (the "Securities Act of 1933").

As permitted by the Delaware General Corporation Law, the Registrant's Certificate of Incorporation includes a provision that eliminates the personal liability of its directors for monetary damages resulting from breach of fiduciary duty as a director, except for liability:

As permitted by the Delaware General Corporation Law, the Registrant's Bylaws provide that:

The Registrant has entered into Indemnification Agreements with each of its current directors and officers to give such directors and officers additional contractual assurances regarding the scope of the indemnification set forth in the Registrant's Certificate of Incorporation and to provide additional procedural protections. At present, there is no pending litigation or proceeding involving a director, officer or employee of the Registrant regarding which indemnification is sought, nor is the Registrant aware of any threatened litigation that may result in claims for indemnification. Mr. Moy is indemnified by Liberty Mutual Insurance Company in his capacity as a director of the Registrant. Messrs. Kumin and Gaffney are indemnified by Great Hill Partners, LLC in their capacities as directors of the Registrant.

Reference is also made to Section 8 of the Underwriting Agreement, which provides for the indemnification of officers, directors and controlling persons of the Registrant against certain liabilities. The indemnification provision in the Registrant's Certificate of Incorporation, Bylaws and the Indemnification Agreements entered into between the Registrant and each of its directors and officers may be sufficiently broad to permit indemnification of the Registrant's directors and officers for liabilities arising under the Securities Act of 1933.

The Registrant maintains directors' and officers' liability insurance and expects to obtain a rider to such coverage for securities matters.

Reference is made to the following documents filed as exhibits to this Registration Statement regarding relevant indemnification provisions described above and elsewhere herein:

Exhibit Document		Number
Underwriting Agreement (draft dated August , 2005)		1.01
Registrant's Amended and Restated Certificate of Incorporation		3.01
Registrant's Amended and Restated Bylaws		3.02
Amended and Restated Registration Rights Agreement, dated as of March 3, 2004		4.03
Form of Indemnification Agreement		10.01

Set forth below are all of Registrant's sales of its securities within the past three years that were not registered under the Securities Act of 1933. All stock prices and amounts contained in this section reflect retrospectively the 20-for-1 forward stock split of the Registrant's common stock in April 2004.

1. Since July 1, 2002, we have granted stock options to purchase 5,305,500 shares of our common stock at exercise prices ranging from $0.0005 to $15.00 per share to our employees, directors, consultants and other service providers under our Amended and Restated 2003 Stock Option and Grant Plan. Since July 1, 2002, we have issued and sold an aggregate of 24,104,218 shares of our common stock at prices ranging from $0.0005 to $1.75 per share under direct issuances or pursuant to exercises of options granted under our Amended and Restated 2003 Stock Option and Grant Plan or pursuant to exercise of a warrant. All shares purchased under our Amended and Restated 2003 Stock Option and Grant Plan are subject to our right to repurchase such shares at their original exercise price. The repurchase feature generally expires for 25% of the shares after the first year of service and then expires ratably over the next 36 months. Of the 24,104,218 shares sold, 2,154,190 have been

repurchased. Mark A. Jung and Kenneth H. Keller hold options for a total of 500,000 shares for which the repurchase feature expires ratably over the next 27 months and options for a total of 2,600,000 shares for which the repurchase feature expired for 25% of the shares immediately and then expires ratably over the next 36 months. These sales were made in reliance on Section 4(2) of the Securities Act of 1933 and/or Regulation D promulgated under the Securities Act of 1933. These sales were made without general solicitation or advertising. Each purchaser was a sophisticated investor with access to all relevant information necessary to evaluate the investment and represented to the Registrant that the shares were being acquired for investment.

2. In August 2003, in connection with the going-private transaction, we sold an aggregate of 34,923,565 shares of Series A redeemable preferred stock for an aggregate purchase price of $34,923,565 at a price per share of $1.00 and 17,000,000 shares of common stock for an aggregate purchase price of $8,500 at a price per share of $0.0005. These sales were made in reliance on Section 4(2) of the Securities Act of 1933 and/or Regulation D promulgated under the Securities Act of 1933. These sales were made without general solicitation or advertising. Each purchaser was a sophisticated investor with access to all relevant information necessary to evaluate the investment and represented to the Registrant that the shares were being acquired for investment.

3. In March 2004, in connection with our acquisition of GameSpy, we (i) sold an aggregate of 1,216,620 shares of common stock for an aggregate purchase price of $608.31 at a price per share of $0.0005; (ii) sold an aggregate of 4,999,392 shares of Series A redeemable preferred stock for an aggregate purchase price of $4,999,392 at a price per share of $1.00; (iii) sold an aggregate of 56,298 shares of Series B redeemable preferred stock for an aggregate purchase price of $10.0 million at an approximate price per share of $177.63; (iv) issued warrants to an accredited investor to purchase an aggregate of 1,125,960 shares of common stock for an aggregate exercise price of $562.98 at a price per share of $0.0005; (v) sold $20,000,000 in aggregate principal amount of 12% senior subordinated notes due March 3, 2010 and (vi) sold $22,500,000 in aggregate principal amount of variable rate senior secured notes due March 31, 2009. These sales were made in reliance on Section 4(2) of the Securities Act of 1933 and/or Regulation D promulgated under the Securities Act of 1933. These sales were made without general solicitation or advertising. Each purchaser was a sophisticated investor with access to all relevant information necessary to evaluate the investment and represented to the Registrant that the shares were being acquired for investment.

4. In July 2004, the accredited investor holding the warrant issued March 3, 2004 "net exercised" the warrant and received 1,125,638 shares of common stock.

5. In July 2004, in connection with the acquisition of Rotten Tomatoes, we issued non-interest bearing notes to the selling shareholders in an aggregate amount of $6,500,000. Half are due on July 15, 2005 and half on July 15, 2006. These sales were made without general solicitation or advertising. Each purchaser was a sophisticated investor with access to all relevant information necessary to evaluate the investment and represented to the Registrant that the shares were being acquired for investment.

6. In May 2005, in connection with the acquisition of AskMen.com, we sold $13,500,000 an aggregate principal amount of 12% senior subordinated notes due March 3, 2010. These sales were made without general solicitation or advertising. Each purchaser was a sophisticated investor with access to all relevant information necessary to evaluate the investment and represented to the Registrant that the shares were being acquired for investment.

Other financial statement schedules are omitted because the information called for is not required or is shown either in the Registrant's consolidated financial statements or the notes thereto.

The undersigned Registrant hereby undertakes to provide to the Underwriters at the closing specified in the Underwriting Agreement certificates in such denominations and registered in such names as required by the Underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 14 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 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 controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, 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 whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brisbane, State of California, on this 13th day of July, 2005.

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Mark A. Jung and Michael J. Sheridan, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution, 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 sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, and all post-effective amendments thereto, 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 in and about the premises, 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 his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee


Common Stock, $0.0001 par value	$200,000,000	$23,540

	Per Share	Total
Public offering price	$	$
Underwriting discounts and commissions	$	$
Proceeds, before expenses, to IGN Entertainment, Inc.	$	$

Deutsche Bank Securities		Lehman Brothers

UBS Investment Bank		Jefferies Broadview

Common stock offered by IGN Entertainment		shares
Common stock to be outstanding after this offering		shares
Use of proceeds		We expect to receive net proceeds from this offering of approximately $ million. We intend to use an aggregate of approximately $119.5 million of the proceeds to redeem all of our outstanding senior secured notes and senior subordinated notes, and all outstanding shares of our Series A and Series B redeemable preferred stock. We will use the balance of the proceeds from this offering for working capital and general corporate purposes. The redemption of our Series A redeemable preferred stock will result in the payment of $44.9 million to certain of our directors and executive officers or entities affiliated with them as holders of these securities. See "Use of Proceeds" and "Certain Relationships and Related Transactions."
Proposed Nasdaq National Market symbol		IGNT

		March 31, 2005
		Actual		As Adjusted (1)
Consolidated Balance Sheet Data:
	Cash, cash equivalents and short-term investments	$	8,892	$
	Working capital		474
	Total assets		111,736
	Long-term obligations, including current portion		44,302
	Series A redeemable and Series B redeemable preferred stock		46,193
	Total stockholders' equity		1,979

				Year Ended December 31,									Three Months Ended March 31,
				2002			2003			2004			2004			2005
				(Restated)			(Restated)						(Unaudited)
Consolidated Statement of Operations Data:
	Revenue:
		Advertising		$	9,626		$	15,572		$	33,096		$	5,014		$	9,450
		Subscriptions and service			1,646			1,969			9,853			670			4,293

			Total revenue		11,272			17,541			42,949			5,684			13,743

Operating expenses:
	Production, content and fulfillment (a)				6,147			6,485			13,016			2,401			3,773
	Engineering and development (a)				1,470			1,650			5,998			700			1,707
	Sales and marketing (a)				5,332			6,822			13,896			2,053			4,393
	General and administrative (a)				4,095			3,347			12,142			1,176			2,909
	Amortization of intangible assets				—			128			3,834			443			1,219
	Restructuring and asset impairment charges				6,677			384			219			54			58
	Gain on sale of assets				(1,114	)		—			—			—			—
	Write-off of IPO preparation costs				—			—			2,961			—			—
	Expenses related to going-private transaction				—			1,146			—			—			—

			Total operating expenses		22,607			19,962			52,066			6,827			14,059

Loss from operations					(11,335	)		(2,421	)		(9,117	)		(1,143	)		(316	)
	Interest expense				(10	)		—			(4,984	)		(407	)		(1,700	)
	Other income (expense), net				79			23			(25	)		9			72

Net loss before provision for income taxes, cumulative effect of adoption of accounting principle and accretion of preferred stock					(11,266	)		(2,398	)		(14,126	)		(1,541	)		(1,944	)
	Provision for income taxes				—			(664	)		(20	)		(6	)		(48	)
	Net loss before cumulative effect of adoption of accounting principle and accretion of preferred stock				(11,266	)		(3,062	)		(14,146	)		(1,547	)		(1,992	)
		Cumulative effect of adoption of accounting principle			(1,949	)		—			—			—			—

	Net loss before accretion of preferred stock				(13,215	)		(3,062	)		(14,146	)		(1,547	)		(1,992	)
		Accretion of preferred stock			—			(1,134	)		(4,799	)		(974	)		(1,377	)

Net loss attributable to holders of common stock				$	(13,215	)	$	(4,196	)	$	(18,945	)	$	(2,521	)	$	(3,369	)

Production, content and fulfillment	$	44	$	21	$	81	$	12	$	36
Engineering and development		19		109		1,587		36		262
Sales and marketing		441		63		435		34		27
General and administrative		447		531		6,770		151		1,100

	$	951	$	724	$	8,873	$	233	$	1,425

		Year Ended December 31,									Three Months Ended March 31,
		2002			2003			2004(1)			2004(1)			2005
Reconciliation of Net Loss Before Accretion of Preferred Stock to EBITDA:
Net loss before accretion of preferred stock		$	(13,215	)	$	(3,062	)	$	(14,146	)	$	(1,547	)	$	(1,992	)
	Depreciation and amortization		1,711			740			1,936			290			555
	Stock-based compensation		951			724			8,873			233			1,425
	Amortization of intangible assets		—			128			3,834			443			1,219
	Interest expense		10			—			4,984			407			1,700
	Provision for income taxes		—			664			20			6			48

EBITDA		$	(10,543	)	$	(806	)	$	5,501		$	(168	)	$	2,955

Reconciliation of EBITDA to Adjusted EBITDA:
EBITDA		$	(10,543	)	$	(806	)	$	5,501		$	(168	)	$	2,955
	Restructuring and asset impairment charges		6,677			384			219			54			58
	Gain on sale of assets		(1,114	)		—			—			—			—
	Write-off of IPO preparation costs		—			—			2,961			—			—
	Expenses related to going-private transaction		—			1,146			—			—			—
	Cumulative effect of adoption of accounting principle		1,949			—			—			—			—

Adjusted EBITDA		$	(3,031	)	$	724		$	8,681		$	(114	)	$	3,013

			Year Ended December 31,												Three Months Ended March 31, 2004
			2003									2004
			IGN			GameSpy			Combined			Pro Forma Combined(1)(2)			IGN			GameSpy(3)			Pro Forma Adjustments			Pro Forma Combined(2)			Three Months Ended March 31, 2005
Unaudited Combined and Pro Forma Combined Statement of Operations Data(4):
Revenue:
	Advertising		$	15,572		$	8,736		$	24,308		$	34,549		$	5,014		$	1,453		$	—		$	6,467		$	9,450
	Subscriptions and service			1,969			8,942			10,911			11,386			670			1,533			—			2,203			4,293

		Total revenue		17,541			17,678			35,219			45,935			5,684			2,986			—			8,670			13,743

Operating expenses:
	Production, content and fulfillment			6,485			4,526			11,011			13,841			2,401			895			(70	)		3,226			3,773
	Engineering and development			1,650			2,302			3,952			6,514			700			560			(44	)		1,216			1,707
	Sales and marketing			6,822			6,956			13,778			15,159			2,053			1,370			(107	)		3,316			4,393
	General and administrative			3,347			4,377			7,724			12,715			1,176			1,316			(743	)		1,749			2,909
	Amortization of intangible assets			128			—			128			4,443			443			—			609			1,052			1,219
	Restructuring and asset impairment charges			384			—			384			219			54			—			—			54			58
	Write-off of IPO preparation costs			1,146			—			1,146			2,961			—			—			—			—			—

		Total operating expenses		19,962			18,161			38,123			55,852			6,827			4,141			(355	)		10,613			14,059

Loss from operations				(2,421	)		(483	)		(2,904	)		(9,917	)		(1,143	)		(1,155	)		355			(1,943	)		(316	)
	Interest expense			—			—			—			(5,771	)		(407	)		—			(787	)		(1,194	)		(1,700	)
	Other income (expense), net			23			(66	)		(43	)		(11	)		9			14			—			23			72

Net loss before provision for income taxes and accretion of preferred stock				(2,398	)		(549	)		(2,947	)		(15,699	)		(1,541	)		(1,141	)		(432	)		(3,114	)		(1,944	)
	Provision for income tax			(664	)		(117	)		(781	)		(20	)		(6	)		—			—			(6	)		(48	)

Net loss before accretion of preferred stock				(3,062	)		(666	)		(3,728	)		(15,719	)		(1,547	)		(1,141	)		(432	)		(3,120	)		(1,992	)
Accretion of preferred stock				(1,134	)		—			(1,134	)		(5,096	)		(974	)		—			(297	)		(1,271	)		(1,377	)

Net loss attributable to holders of common stock			$	(4,196	)	$	(666	)	$	(4,862	)	$	(20,815	)	$	(2,521	)	$	(1,141	)	$	(729	)	$	(4,391	)	$	(3,369	)

Type of Security	Principal and Accrued Dividends(1)		Series A Participation Amount(2)		Prepayment Premiums		Total
Senior secured notes	$	36,000	$	—	$	810	$	36,810
Senior subordinated notes		20,000		—		400		20,400
Series A redeemable preferred stock		44,948		—		—		44,948
Series B redeemable preferred stock		12,330		4,718		247		17,295

Total	$	113,278	$	4,718	$	1,457	$	119,453

				March 31, 2005
				Actual			As Adjusted
				(Unaudited) (in thousands)
Cash, cash equivalents and short-term investments				$	8,892		$

Long-term debt, including current portion:
	Senior secured notes				22,068			—
	Senior subordinated notes				15,844			—
	Rotten Tomatoes unsecured notes				5,710
	3D Gamers, LLC unsecured notes				680

		Total long-term debt, including current portion			44,302

Series A redeemable preferred stock, $0.01 par value, 39,922,957 shares designated, issued and outstanding, actual; no shares issued and outstanding, as adjusted					32,578			—
Series B redeemable preferred stock, $0.01 par value, 56,298 shares designated, issued and outstanding, actual; no shares issued and outstanding, as adjusted					13,615			—
Stockholders' equity:
	Preferred stock, $0.0001 par value per share (assuming this offering is completed on September 30, 2005): 40,000,000 shares authorized; and 5,000,000 shares, as adjusted				—			—
	Common stock, $0.0001 par value: 28,000,000 shares authorized and 20,392,610 shares issued and outstanding, actual; and 100,000,000 shares authorized and shares issued and outstanding, as adjusted				12
	Additional paid-in capital				30,464
	Deferred stock-based compensation				(5,211	)
	Accumulated other comprehensive loss				(24	)
	Accumulated deficit				(23,262	)

		Total stockholders' equity			1,979

			Total capitalization	$	92,474		$

		Shares Purchased			Total Consideration
		Shares Purchased			Total Consideration				Average Price Per Share
		Number	Percent		Amount		Percent		Average Price Per Share
Existing stockholders		21,950,028		%	$	15,101,000		%	$	1.45
New investors									$

	Total			%	$			%


				Predecessor Company												Successor Company
																						Three Months Ended March 31,
													Eight Months Ended August 31, 2003			Four Months Ended December 31, 2003
										Year Ended December 31, 2002									Year Ended December 31, 2004
				2000			2001			Year Ended December 31, 2002									Year Ended December 31, 2004			2004			2005
				(Unaudited) (Restated)			(Unaudited) (Restated)			(Restated)						(Restated)						(Unaudited)
Consolidated Statement of Operations Data (in thousands except per share data):
	Revenue:
		Advertising		$	21,242		$	9,277		$	9,626		$	7,509		$	8,063		$	33,096		$	5,014		$	9,450
		Subscriptions and service			—			401			1,646			1,610			359			9,853			670			4,293

			Total revenue		21,242			9,678			11,272			9,119			8,422			42,949			5,684			13,743

	Operating expenses:
		Production, content and fulfillment (a)			25,527			9,927			6,147			4,179			2,306			13,016			2,401			3,773
		Engineering and development (a)			9,940			6,320			1,470			1,063			587			5,998			700			1,707
		Sales and marketing (a)			39,793			10,044			5,332			4,089			2,733			13,896			2,053			4,393
		General and administrative (a)			7,926			5,045			4,095			1,871			1,476			12,142			1,176			2,909
		Amortization of intangible assets			4,001			3,692			—			—			128			3,834			443			1,219
		Restructuring and asset impairment charges			—			4,171			6,677			67			317			219			54			58
		Gain on sale of assets			—			—			(1,114	)		—			—			—			—			—
		Write-off of IPO preparation costs						—			—			—			—			2,961			—			—
		Expenses related to going-private transaction			—			—			—			1,111			35			—			—			—

			Total operating expenses		87,187			39,199			22,607			12,380			7,582			52,066			6,827			14,059

	Income (loss) from operations				(65,945	)		(29,521	)		(11,335	)		(3,261	)		840			(9,117	)		(1,143	)		(316	)
		Interest expense			1,591			589			(10	)		—			—			(4,984	)		(407	)		(1,700	)
		Other income (expense), net			—			—			79			13			10			(25	)		9			72

	Net income (loss) before provision for income taxes, cumulative effect of adoption of accounting principle and accretion of preferred stock				(64,354	)		(28,932	)		(11,266	)		(3,248	)		850			(14,126	)		(1,541	)		(1,944	)
		Provision for income taxes			—			—			—			—			(664	)		(20	)		(6	)		(48	)

	Net income (loss) before cumulative effect of adoption of accounting principle and accretion of preferred stock				(64,354	)		(28,932			(11,266	)		(3,248	)		186			(14,146	)		(1,547	)		(1,992	)
		Cumulative effect of adoption of accounting principle			—			—			(1,949	)		—			—			—			—			—

	Net income (loss) before accretion of preferred stock				(64,354	)		(28,932	)		(13,215	)		(3,248	)		186			(14,146	)		(1,547	)		(1,992	)
		Accretion of preferred stock			—			—			—			—			(1,134	)		(4,799	)		(974	)		(1,377	)

	Net loss attributable to holders of common stock			$	(64,354	)	$	(28,932	)	$	(13,215	)	$	(3,248	)	$	(948	)	$	(18,945	)	$	(2,521	)	$	(3,369	)

	Basic and diluted net loss per share attributable to holders of common stock before adoption of accounting principle			$	(44.05	)	$	(15.45	)	$	(5.74	)	$	(1.45	)	$	(0.05	)	$	(0.94	)	$	(0.14	)	$	(0.17	)
		Adoption of accounting principle:			—			—			(1.00	)		—			—			—			—			—

	Basic and diluted net loss per share attributable to holders of common stock after adoption of accounting principle			$	(44.05	)	$	(15.45	)	$	(6.74	)	$	(1.45	)	$	(0.05	)	$	(0.94	)	$	(0.14	)	$	(0.17	)

	Weighted average number of shares used in computing basic and diluted per share amounts				1,461			1,873			1,962			2,243			17,705			20,181			18,224			20,406

Production, content and fulfillment		$	1,833	$	(61	)	$	44	$	9	$	12	$	81	$	12	$	36
Engineering and development			486		(87	)		19		7		102		1,587		36		262
Sales and marketing			1,415		(78	)		441		30		33		435		34		27
General and administrative			2,405		800			447		37		494		6,770		151		1,100

	Total	$	6,139	$	574		$	951	$	83	$	641	$	8,873	$	233	$	1,425

			Year Ended December 31,									Three Months Ended March 31,
			2002			2003(1)			2004			2004			2005
			(Restated)			(Restated)						(Unaudited)
Revenue:
	Advertising		$	9,626		$	15,572		$	33,096		$	5,014		$	9,450
	Subscriptions and service			1,646			1,969			9,853			670			4,293

		Total revenue		11,272			17,541			42,949			5,684			13,743
Operating expenses:
	Production, content and fulfillment			6,103			6,464			12,935			2,389			3,737
	Engineering and development			1,451			1,541			4,411			664			1,445
	Sales and marketing			4,891			6,759			13,461			2,019			4,366
	General and administrative			3,648			2,816			5,372			1,025			1,809
	Amortization of intangible assets			—			128			3,834			443			1,219
	Restructuring and asset impairment charges			6,677			384			219			54			58
	Gain on sale of assets			(1,114	)		—			—			—			—
	Stock-based compensation (2)			951			724			8,873			233			1,425
	Write-off of IPO preparation costs			—			—			2,961			—			—
	Expenses related to going-private transaction			—			1,146			—			—			—

		Total operating expenses		22,607			19,962			52,066			6,827			14,059

Loss from operations				(11,335	)		(2,421	)		(9,117	)		(1,143	)		(316	)
	Interest expense			(10	)		—			(4,984	)		(407	)		(1,700	)
	Other income (expense), net			79			23			(25	)		9			72

Net loss before provision for income taxes, cumulative effect of adoption of accounting principle and accretion of preferred stock				(11,266	)		(2,398	)		(14,126	)		(1,541	)		(1,944	)
	Provision for income taxes			—			(664	)		(20	)		(6	)		(48	)

Net loss before cumulative effect of adoption of accounting principle and accretion of preferred stock				(11,266	)		(3,062	)		(14,146	)		(1,547	)		(1,992	)
	Cumulative effect of adoption of accounting principle			(1,949	)		—			—			—			—

Net loss before accretion of preferred stock				(13,215	)		(3,062	)		(14,146	)		(1,547	)		(1,992	)
	Accretion of preferred stock			—			(1,134	)		(4,799	)		(974	)		(1,377	)

Net loss attributable to holders of common stock			$	(13,215	)	$	(4,196	)	$	(18,945	)	$	(2,521	)	$	(3,369	)

Production, content and fufillment	—	%	—	%	—	%	—	%	—	%
Engineering and development	—		1		4		1		2
Sales and marketing	4		—		1		1		—
General and administrative	4		3		16		2		8

	8	%	4	%	21	%	4	%	10	%

			Three Months Ended March 31, 2004								Three Months Ended March 31, 2005
			IGN As Reported		GameSpy(1)		Pro Forma Combined		Percentage of Total Revenue		Amount		Percentage of Total Revenue
Revenue:
	Advertising		$	5,014	$	1,453	$	6,467	75	%	$	9,450	69	%
	Subscriptions and service			670		1,533		2,203	25			4,293	31

		Total revenue	$	5,684	$	2,986	$	8,670	100	%	$	13,743	100	%

				Three Months Ended
				December 31, 2003			March 31, 2004			June 30, 2004			September 30, 2004			December 31, 2004			March 31, 2005
				(in thousands)
Revenue:
	Advertising			$	6,662		$	5,014		$	6,180		$	8,552		$	13,350		$	9,450
	Subscriptions and service				288			670			2,228			2,674			4,281			4,293

		Total revenue			6,950			5,684			8,408			11,226			17,631			13,743

Operating expenses:
	Production, content and fulfillment				1,707			2,389			3,556			3,091			3,899			3,737
	Engineering and development				357			664			1,147			1,389			1,211			1,445
	Sales and marketing				2,035			2,019			3,765			3,861			3,816			4,366
	General and administrative				784			1,025			1,573			923			1,851			1,809
	Amortization of intangible assets				96			443			1,007			1,198			1,186			1,219
	Restructuring and asset impairment charges				303			54			55			56			54			58
	Stock-based compensation (1)				233			233			3,857			2,879			1,904			1,425
	Write-off of IPO preparation costs				—			—			—			—			2,961			—

		Total operating expenses			5,551			6,827			14,960			13,397			16,882			14,059

		Income (loss) from operations			1,399			(1,143	)		(6,552	)		(2,171	)		749			(316	)
	Interest expense				—			(407	)		(1,318	)		(1,614	)		(1,645	)		(1,700	)
	Other income (expense), net				8			9			17			(6	)		(45	)		72

Net income (loss) before provision for income taxes and accretion of preferred stock					1,407			(1,541	)		(7,853	)		(3,791	)		(941	)		(1,944	)
	Provision for income taxes				(664	)		(6	)		(2	)		—			(12	)		(48	)

Net income (loss) before accretion of preferred stock					743			(1,547	)		(7,855	)		(3,791	)		(953	)		(1,992	)

Net income (loss) before accretion of preferred stock					743			(1,547	)		(7,855	)		(3,791	)		(953	)		(1,992	)
	Accretion of preferred stock				(850	)		(974	)		(1,259	)		(1,275	)		(1,291	)		(1,377	)

			Net loss	$	(107	)	$	(2,521	)	$	(9,114	)	$	(5,066	)	$	(2,244	)	$	(3,369	)

		Carrying Value on March 31, 2005
Senior Secured Notes, due March 31, 2009:
	Face value	$	22,500
	Less—unamortized discount		(432	)

	Carrying value		22,068
Senior Subordinated Notes, due March 31, 2010:
	Face value		20,000
	Less—unamortized discount		(4,156	)

	Carrying value		15,844
Rotten Tomatoes Unsecured Notes, due in two annual installments through July 15, 2006:
	Face value		6,500
	Less—unamortized discount		(790	)

	Carrying value		5,710
3D Gamers, LLC Unsecured Notes, due on February 4, 2006:
	Face value		800
	Less—unamortized discount		(120	)

	Carrying value		680

Total debt at March 31, 2005			44,302
Less—current portion of long-term debt			(3,817	)

Long-term portion		$	40,485

	Gross Fair Value						Allocated Fair Value
	Series A Preferred		Common Stock		Total		Series A Preferred			Common Stock			Total
August 2003 Issuance	$	24,446	$	10,487	$	34,933	$	24,446		$	10,487		$	34,933
Allocated Issuance Costs								(205	)		(90	)		(295	)

Allocated Fair Value							$	24,241		$	10,397		$	34,638

March 2004 Issuance	$	4,250	$	2,555	$	6,805	$	3,123		$	1,877		$	5,000
Allocated Issuance Costs								(89	)		(54	)		(143	)

Allocated Fair Value							$	3,034		$	1,823		$	4,857

					Long-Term Compensation Awards
	Annual Compensation				Long-Term Compensation Awards
Name and Principal Position(s)	Annual Compensation				Restricted Stock Awards			Securities Underlying Options
Name and Principal Position(s)	Salary		Bonus		Restricted Stock Awards			Securities Underlying Options
Mark A. Jung, President and Chief Executive Officer	$	350,000	$	71,519	$	—		2,480,000
Kenneth H. Keller, Executive Vice President, Engineering, and Chief Technical Officer		220,000		22,350		—		620,000
Jonathan A. Epstein, Executive Vice President and General Manager, Media and Publishing (1)		216,667		65,000		—		150,000	(2)
Richard A. Jalichandra, Vice President, Business Development		175,000		26,820		—		—
Michael J. Sheridan, Chief Financial Officer (3)		164,904		29,800		(4	)	—

	Individual Grants						Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term
	Number of Securities Underlying Options Granted	Percent of Total Options Granted to Employees in 2004
Name				Exercise Price Per Share		Expiration Date
Name				Exercise Price Per Share		Expiration Date	5%		10%
Mark A. Jung	2,080,000 400,000	43.3 8.3	%	$	1.75 15.00	2/29/2014 2/29/2014	$		$
Kenneth H. Keller	520,000 100,000	10.8 2.1			1.75 15.00	2/29/2014 2/29/2014
Jonathan A. Epstein	150,000	3.1			1.75	3/2/2013
Richard A. Jalichandra	—	—			—	—		—		—
Michael J. Sheridan	—	—			—	—		—		—

					Number of Securities Underlying Unexercised Options at December 31, 2004
							Value of Unexercised In-the-Money Options at December 31, 2004
Name	Shares Acquired on Exercise		Value Realized
Name	Shares Acquired on Exercise		Value Realized		Exercisable (1)	Unexercisable	Exercisable	Unexercisable
Mark A. Jung	—		$	—	2,080,000 400,000	—		—
Kenneth H. Keller	—			—	520,000 100,000	—		—
Jonathan A. Epstein	150,000	(2)			—	—	—	—
Richard A. Jalichandra	—			—	—	—	—
Michael J. Sheridan	—			—	—	—	—

Name	Common Stock	Series A Redeemable Preferred Stock	Aggregate Purchase Price		Expected Redemption Amount
Entities affiliated with Great Hill Partners, LLC (1)	8,847,920	19,390,769	$	19,395,193	$	21,820,078
Liberty Mutual Insurance Company (2)	5,214,860	11,428,743		11,431,351		12,860,556
Christopher Anderson	3,475,920	7,617,708		7,619,446		8,572,068
Mark A. Jung (3)	521,480	1,142,875		1,143,135		1,286,056
Kenneth H. Keller	156,440	342,862		342,940		385,816

	18,216,620	39,922,957	$	39,932,065	$	44,924,574

		Percentage of Shares Outstanding
Name and Address of Beneficial Owner (1)	Number of Shares Beneficially Owned	Before Offering		After Offering
Christopher A. Gaffney (2)	8,847,920	40.3	%
Michael A. Kumin (2)	8,847,920	40.3
Entities affiliated with Great Hill Partners, LLC (2) c/o Great Hill Partners, LLC One Liberty Square Boston, Massachusetts 02109	8,847,920	40.3
Jeffery F. Moy (3)	5,214,860	23.8
Liberty Mutual Insurance Company (3) 175 Berkeley Street, 9th Floor Boston, Massachusetts 02116	5,214,860	23.8
Christopher Anderson	3,475,920	15.8
Mark A. Jung (4)	3,421,480	14.0
Banc of America Capital Investors, L.P. (5) 100 North Tryon Street, 25th Floor Charlotte, North Carolina 28255	2,251,598	10.3
Kenneth H. Keller (6)	852,440	3.8
Michael J. Sheridan (7)	350,000	1.6
Richard A. Jalichandra (8)	50,000	*
Jonathan B. Bulkeley (9)	40,000	*
Michael J. Shannahan (10)	40,000	*
Jonathan A. Epstein	31,250	*
All 14 directors and executive officers as a group (11)	22,642,620	89.6	%

Underwriters			Number of Shares
Deutsche Bank Securities Inc.
Lehman Brothers Inc.
UBS Securities LLC
Jefferies Broadview, a division of Jefferies & Company, Inc.

	Total

					Total Fees
		Fee Per Share			Without Exercise of Over-Allotment Option			With Full Exercise of Over-Allotment Option
Discounts and commissions paid by us		$			$			$

			December 31,
			December 31,						March 31, 2005
			2003			2004			March 31, 2005
			(Restated)						(Unaudited)
Assets
Current assets:
	Cash and cash equivalents		$	1,840		$	7,026		$	8,832
	Short-term investments			—			87			60
	Accounts receivable, net of allowance of $275, $486 and $233, respectively			6,021			13,020			10,106
	Prepaid expenses and other current assets			463			1,037			1,452

		Total current assets		8,324			21,170			20,450
Intangible assets, net				3,682			29,506			29,476
Goodwill				24,277			46,932			47,723
Amounts held in escrow				2,500			6,460			6,477
Fixed assets, net				1,611			3,353			4,569
Other assets				1,051			3,067			3,041

		Total assets	$	41,445		$	110,488		$	111,736

Liabilities, Redeemable Preferred Stock and Stockholders' Equity
Current liabilities:
	Current portion of long-term debt		$	—		$	3,024		$	3,137
	Note payable			—			—			680
	Accounts payable			692			1,610			1,416
	Accrued liabilities and other			2,283			5,160			5,591
	Deferred revenue			1,555			8,701			9,014
	Accrued restructuring charges			22			152			138

		Total current liabilities		4,552			18,647			19,976

Accrued restructuring charges				1,342			1,153			1,139
Deferred rent and other liabilities				85			1,788			1,964
Long-term debt				—			40,197			40,485
Commitments and contingencies (Notes 3 and 13)
Series A redeemable and Series B redeemable preferred stock, $0.01 par value: 40,000,000 shares authorized; 34,923,565, 39,979,255 and 39,979,255 shares issued and outstanding as of December 31, 2003 and 2004 and March 31, 2005 (unaudited), respectively; total liquidation preference of $35,622, $58,893 and $59,969 as of December 31, 2003 and 2004 and March 31, 2005 (unaudited), respectively				25,375			44,816			46,193
Stockholders' equity:
	Common stock, $0.0005 par value: 28,000,000 shares authorized; 19,496,000, 20,358,235 and 20,392,610 shares issued and outstanding as of December 31, 2003 and 2004 and March 31, 2005 (unaudited), respectively			10			12			12
	Additional paid-in capital			12,442			30,322			30,464
	Deferred stock-based compensation			(1,413	)		(6,554	)		(5,211	)
	Accumulated other comprehensive loss			—			—			(24	)
	Accumulated deficit			(948	)		(19,893	)		(23,262	)

		Total stockholders' equity		10,091			3,887			1,979

		Total liabilities, redeemable preferred stock and stockholders' equity	$	41,445		$	110,488		$	111,736

		Series A Redeemable Preferred Stock			Series B Preferred Stock
								Common Stock								Notes Receivable from Stockholders									Accumulated Other Comprehensive Loss
								Common Stock					Additional Paid-in Capital						Deferred Stock-Based Compensation			Accumulated Deficit						Total Stockholders' Equity
		Shares	Amount		Shares	Amount		Shares		Amount			Additional Paid-in Capital						Deferred Stock-Based Compensation			Accumulated Deficit						Total Stockholders' Equity
PREDECESSOR COMPANY
Balance as of December 31, 2001, as restated (see Note 2)		—	$	—	—	$	—	1,804,052		$	2		$	148,681		$	(165	)	$	(892	)	$	(133,874	)	$	—		$	13,752
Issuance of common stock to employees, net of repurchases		—		—	—		—	94,334			—			202			—			—			—			—			202
Issuance of common stock in June 2002 private placement transaction, net		—		—	—		—	285,715			—			1,768			—			—			—			—			1,768
Purchase of treasury stock		—		—	—		—	(1,190	)		—			(4	)		—			—			—			—			(4	)
Proceeds from repayment of stockholder notes		—		—	—		—	—			—			—			95			—			—			—			95
Amortization of deferred stock-based compensation		—		—	—		—	—			—			141			—			809			—			—			950
Net loss for the period, as restated		—		—	—		—	—			—			—			—			—			(13,215	)		—			(13,215	)

Balance as of December 31, 2002, as restated		—		—	—		—	2,182,911			2			150,788			(70	)		(83	)		(147,089	)		—			3,548
Issuance of common stock to employees		—		—	—		—	100,111			—			165			—			—			—			—			165
Issuance of common stock upon exercise of warrants		—		—	—		—	9,949			—			80			—			—			—			—			80
Proceeds from repayment of stockholder notes		—		—	—		—	—			—			—			70			—			—			—			70
Amortization of deferred stock-based compensation		—		—	—		—	—			—			—			—			83			—			—			83
Net loss for the period		—		—	—		—	—			—			—			—			—			(3,248	)		—			(3,248	)
Going-private transaction		—		—	—		—	(2,292,971	)		(2	)		(151,033	)		—			—			150,337			—			(698	)

Balance as of August 31, 2003		—		—	—		—	—			—			—			—			—			—			—			—
SUCCESSOR COMPANY
Issuance of stock in connection with going-private transaction, net of issuance costs		34,923,565	$	24,241	—	$	—	17,000,000		$	9		$	10,388		$	—		$	—		$	—		$	—		$	10,397
Issuance of restricted stock to founders		—		—	—		—	2,496,000			1			—			—			—			—			—			1
Deferred stock-based compensation		—		—	—		—	—			—			2,054			—			(2,054	)		—			—			—
Amortization of deferred stock-based compensation		—		—	—		—	—			—			—			—			641			—			—			641
Accretion of preferred stock		—		1,134	—		—	—			—			—			—			—			(1,134	)		—			(1,134	)
Net income for the period, as restated		—		—	—		—	—			—			—			—			—			186			—			186

Balance as of December 31, 2003, as restated		34,923,565		25,375	—		—	19,496,000			10			12,442			—			(1,413	)		(948	)		—			10,091
Issuance of stock in connection with the GameSpy merger, net of issuance costs		4,999,392		3,034	56,298		11,608	1,216,620			1			1,822			—			—			—			—			1,823
Issuance and exercise of warrants issued in connection with debt agreement		—		—	—		—	1,125,638			1			1,867			—			—			—			—			1,868
Issuance of restricted stock		—		—	—		—	440,000			1			—			—			—			—			—			1
Vesting of restricted stock related to awards early exercised		—		—	—		—	115,417			—			177			—			—			—			—			177
Repurchases of restricted stock		—		—	—		—	(2,035,440	)		(1	)		—			—			—			—			—			(1	)
Deferred stock-based compensation		—		—	—		—	—			—			14,014			—			(14,014	)		—			—			—
Amortization of deferred stock-based compensation		—		—	—		—	—			—			—			—			8,873			—			—			8,873
Accretion of preferred stock		—		3,314	—		1,485	—			—			—			—			—			(4,799	)		—			(4,799	)
Net loss for the period		—		—	—		—	—			—			—			—			—			(14,146	)		—			(14,146	)

Balance as of December 31, 2004		39,922,957		31,723	56,298		13,093	20,358,235			12			30,322			—			(6,554	)		(19,893	)		—			3,887
Vesting of restricted stock related to awards early exercised		—		—	—		—	34,375			—			60			—			—			—			—			60
Deferred stock-based compensation, net of terminations		—		—	—		—	—			—			82			—			(82	)		—			—			—
Amortization of deferred stock-based compensation		—		—	—		—	—			—			—			—			1,425			—			—			1,425
Accretion of preferred stock		—		855	—		521	—			—			—			—			—			(1,377	)		—			(1,377	)
Comprehensive loss:
	Net loss for the period	—		—	—		—	—			—			—			—			—			(1,992	)		—			(1,992	)
	Unrealized loss on short term investments	—		—	—		—	—			—			—			—			—						(24	)		(24	)

	Comprehensive loss	—		—	—		—	—			—			—			—			—			—			—			(2,016	)

Balance as of March 31, 2005 (Unaudited)		39,922,957	$	32,578	56,298	$	13,614	20,392,610		$	12		$	30,464		$	—		$	(5,211	)	$	(23,262	)	$	(24	)	$	1,979

Computers and equipment		2-3 years
Software		2 years
Furniture and fixtures		5 years
Leasehold improvements		Lease term

Cash and cash equivalents	$	4,941
Accounts receivable		1,986
Intangible assets		3,199
Goodwill		24,941
Fixed assets		1,005
Other assets		1,225
Accounts payable and accrued liabilities		(7,182	)

	$	30,115

Trade names		$	893
Customer relationships			2,087
Customer lists			219

	Total intangible assets	$	3,199

Trade names		$	5,604
Customer relationships			7,948
Customer lists			7,323
Purchased technology			6,756

	Total intangible assets	$	27,631

	December 31, 2003						December 31, 2004						March 31, 2005
													(Unaudited)
	Gross Carrying Value		Accumulated Amortization		Total		Gross Carrying Value		Accumulated Amortization		Total		Gross Carrying Value		Accumulated Amortization		Total
Amortized intangible assets:
Purchased technology	$	—	$	—	$	—	$	6,920	$	1,449	$	5,471	$	7,010	$	1,895	$	5,115
Customer relationships		2,087		116		1,971		11,254		1,643		9,611		11,254		2,145		9,109
Customer lists		219		12		207		7,688		879		6,809		8,497		1,115		7,382

		2,306		128		2,178		25,862		3,971		21,891		26,761		5,155		21,606
Unamortized intangible assets:
Trademarks and trade names		1,504		—		1,504		7,615		—		7,615		7,870		—		7,870

	$	3,810	$	128	$	3,682	$	33,477	$	3,971	$	29,506	$	34,631	$	5,155	$	29,476

		Sales Office Lease Commitments			Headquarters Facility Lease Buyout			Write-off of Leasehold Improvements			Severance Costs			Total
Balance as of December 31, 2001		$	—		$	—		$	—		$	65		$	65
	2002 restructuring expense		1,292			2,102			3,283			—			6,677
	Cash payments		(201	)		(518	)		—			(65	)		(784	)
	Write-offs		—			(1,584	)		(3,283	)		—			(4,867	)

Balance as of December 31, 2002			1,091			—			—			—			1,091
	2003 restructuring expense		67			—			—			—			67
	Cash payments		(101	)		—			—			—			(101	)

Balance as of August 31, 2003			1,057			—			—			—			1,057
	2003 restructuring expense		317			—			—			—			317
	Cash payments		(10	)		—			—			—			(10	)

Balance as of December 31, 2003			1,364			—			—			—			1,364
	2004 restructuring expense		219			—			—			—			219
	Cash payments		(278	)		—			—			—			(278	)

Balance as of December 31, 2004		$	1,305		$	—		$	—		$	—		$	1,305
	2005 restructuring expense		58			—			—			—			58
	Cash payments		(86	)		—			—			—			(86	)

Balance as of March 31, 2005 (unaudited)		$	1,277		$	—		$	—		$	—		$	1,277