-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WseBNjyR9iJS7j9UHwousW8TWqwRNbcRwKjlfYr0+1MhuY6PW8HAc4TVjsvAH+b/ 543oTYvNPkZdgWtTZckuOQ== 0000891836-00-000344.txt : 20000502 0000891836-00-000344.hdr.sgml : 20000502 ACCESSION NUMBER: 0000891836-00-000344 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000501 GROUP MEMBERS: CHARLES R. LAX GROUP MEMBERS: MASAYOSHI SON GROUP MEMBERS: RONALD D. FISHER GROUP MEMBERS: SOFTBANK CAPITAL PARTNERS INVESTMENT INC. GROUP MEMBERS: SOFTBANK CAPITAL PARTNERS LLC GROUP MEMBERS: SOFTBANK CAPITAL PARTNERS LP GROUP MEMBERS: SOFTBANK CORP. GROUP MEMBERS: SOFTBANK HOLDINGS INC ET AL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL SPORTS INC CENTRAL INDEX KEY: 0000828750 STANDARD INDUSTRIAL CLASSIFICATION: RUBBER & PLASTICS FOOTWEAR [3021] IRS NUMBER: 042958132 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-40244 FILM NUMBER: 615820 BUSINESS ADDRESS: STREET 1: 1075 FIRST AVE STREET 2: RTE 3 INDUSTRIAL PARK CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 BUSINESS PHONE: 6102653229 MAIL ADDRESS: STREET 1: 1075 FIRST AVE CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOFTBANK HOLDINGS INC ET AL CENTRAL INDEX KEY: 0001009417 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 10 LANGLEY ROAD SUITE 403 CITY: NEWTON CENTER STATE: MA ZIP: 02159 SC 13D/A 1 SCHEDULE 13D, AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* GLOBAL SPORTS, INC. -------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE ---------------------------------------- (Title of Class of Securities) 37937A 10 7 ------------------------------------------------ (CUSIP Number) RONALD D. FISHER, SOFTBANK INC., 10 LANGLEY ROAD, SUITE 403, NEWTON CENTRE, MA 02459, (617) 928-9300 -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 27, 2000 ----------------------------------------------- (Date of Event which Requires Filing of this Statement) If a filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - --------------------- ------------------------ CUSIP NO. 37937A 10 7 PAGE 2 OF 26 PAGES - --------------------- ------------------------ - ------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SOFTBANK CAPITAL PARTNERS LP - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [ ] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* WC - ------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)OR 2(e) [ ] - ------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 16,558,838* EACH ---------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH ---------------------------------------- 10. SHARED DISPOSITIVE POWER 8,533,792* - ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,558,838* - ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 78.7% - ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* PN - ------------------------------------------------------------------------------- * Includes 2,464,250 shares of Common Stock SB Capital Partners has the right to acquire pursuant to the 2000 Purchase Agreement. *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION -2- - --------------------- ------------------------ CUSIP NO. 37937A 10 7 PAGE 3 OF 26 PAGES - --------------------- ------------------------ - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SOFTBANK CAPITAL PARTNERS LLC - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 16,678,896* EACH ---------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH ---------------------------------------- 10. SHARED DISPOSITIVE POWER 8,653,850* - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,678,896* - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 79.1% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* 00 - -------------------------------------------------------------------------------- * Includes 2,500,000 shares of Common Stock SB Capital Partners and Advisors Fund have the right to acquire pursuant to the 2000 Purchase Agreement. *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION -3- - --------------------- ------------------------ CUSIP NO. 37937A 10 7 PAGE 4 OF 26 PAGES - --------------------- ------------------------ - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SOFTBANK CAPITAL PARTNERS INVESTMENT INC. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 16,678,896* EACH ---------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH ---------------------------------------- 10. SHARED DISPOSITIVE POWER 8,653,850* - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,678,896* - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 79.1% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- * Includes 2,500,000 shares of Common Stock SB Capital Partners and Advisors Fund have the right to acquire pursuant to the 2000 Purchase Agreement. *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION -4- - --------------------- ------------------------ CUSIP NO. 37937A 10 7 PAGE 5 OF 26 PAGES - --------------------- ------------------------ - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SOFTBANK HOLDINGS INC. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 16,678,896* EACH ---------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH ---------------------------------------- 10. SHARED DISPOSITIVE POWER 8,653,850* - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,678,896* - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 79.1% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* HC, CO - -------------------------------------------------------------------------------- * Includes 2,500,000 shares of Common Stock SB Capital Partners and Advisors Fund have the right to acquire pursuant to the 2000 Purchase Agreement. *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION -5- - --------------------- ------------------------ CUSIP NO. 37937A 10 7 PAGE 6 OF 26 PAGES - --------------------- ------------------------ - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SOFTBANK CORP. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION JAPAN - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 16,678,896 EACH ---------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH ---------------------------------------- 10. SHARED DISPOSITIVE POWER 8,653,850 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,678,896 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 79.1% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* HC, CO - -------------------------------------------------------------------------------- * Includes 2,500,000 shares of Common Stock SB Capital Partners and Advisors Fund have the right to acquire pursuant to the 2000 Purchase Agreement. *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION -6- - --------------------- ------------------------ CUSIP NO. 37937A 10 7 PAGE 7 OF 26 PAGES - --------------------- ------------------------ - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RONALD D. FISHER - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 16,678,896* EACH ---------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH ---------------------------------------- 10. SHARED DISPOSITIVE POWER 8,653,850* - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,678,896* - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 79.1% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- * Includes 2,500,000 shares of Common Stock SB Capital Partners and Advisors Fund have the right to acquire pursuant to the 2000 Purchase Agreement. *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION -7- - --------------------- ------------------------ CUSIP NO. 37937A 10 7 PAGE 8 OF 26 PAGES - --------------------- ------------------------ - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CHARLES R. LAX - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 16,678,896* EACH ---------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH ---------------------------------------- 10. SHARED DISPOSITIVE POWER 8,653,850* - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,678,896* - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 79.1% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- * Includes 2,500,000 shares of Common Stock SB Capital Partners and Advisors Fund have the right to acquire pursuant to the 2000 Purchase Agreement. *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION -8- - --------------------- ------------------------ CUSIP NO. 37937A 10 7 PAGE 9 OF 26 PAGES - --------------------- ------------------------ - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MASAYOSHI SON - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION JAPAN - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 16,678,896* EACH ---------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH ---------------------------------------- 10. SHARED DISPOSITIVE POWER 8,653,850* - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,678,896* - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 79.1% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- * Includes 2,500,000 shares of Common Stock SB Capital Partners and Advisors Fund have the right to acquire pursuant to the 2000 Purchase Agreement. *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION -9- SOFTBANK Capital Partners LP, a Delaware limited partnership ("SB Capital Partners"), SOFTBANK Capital Partners LLC, a Delaware limited liability company ("SB CP LLC"), SOFTBANK Capital Partners Investment Inc., a Delaware corporation ("SB CPI"), Ronald D. Fisher ("Mr. Fisher") and Charles R. Lax ("Mr. Lax"), both U.S. citizens, SOFTBANK Holdings Inc., a Delaware corporation ("SBH"), SOFTBANK Corp., a Japanese corporation ("SOFTBANK"), and Masayoshi Son, a Japanese citizen ("Mr. Son"), hereby file this amended and restated statement on Schedule 13D (the "Statement") to report the shares of Common Stock, par value $0.01 per share (the "Common Stock"), of Global Sports, Inc., a Delaware corporation (the "Company"), beneficially owned by them. SB Capital Partners, SB CP LLC, SB CPI, Mr. Fisher, Mr. Lax, SBH, SOFTBANK and Mr. Son are collectively referred to as the "Reporting Persons." ITEM 1. SECURITY AND ISSUER. This Statement relates to the Common Stock of the Company. The principal executive offices of the Company are located at 1075 First Avenue, King of Prussia, Pennsylvania 19406. ITEM 2. IDENTITY AND BACKGROUND. SB Capital Partners is an investment fund managed by its sole general partner, SB CP LLC. Securities owned by SB Capital Partners may be regarded as being beneficially owned by SB CP LLC, its general partner. Pursuant to the limited liability company agreement of SB CP LLC, investment decisions by SB CP LLC must be approved by SB CPI, its investment member, and by either Mr. Fisher or Mr. Lax, its managers. As a result, SB CPI, Mr. Fisher and Mr. Lax share voting power and investment power over securities beneficially owned by SB CP LLC and therefore may be regarded as beneficial owners of such securities. SB CPI is a wholly-owned subsidiary of SBH, which in turn is a wholly- owned subsidiary of SOFTBANK. Mr. Son is the President and Chief Executive Officer of SOFTBANK and owns an approximately 38.27% interest in SOFTBANK. Accordingly, securities beneficially owned by SB CPI may be deemed beneficially owned by SBH; securities beneficially owned by SBH may be deemed beneficially owned by SOFTBANK; and securities beneficially owned by SOFTBANK may be deemed beneficially owned by Mr. Son. The principal business of SB Capital Partners is to make capital investments in companies operating in the areas of the Internet and Internet related technologies. SB CP LLC was formed to manage the businesses of SB Capital -10- Partners, and Mr. Fisher and Mr. Lax are managers of SB CP LLC. The principal business of SBH is to act as a holding company for operations and investments of SOFTBANK. SOFTBANK'S principal businesses include the provision of information and distribution services and infrastructure for the digital information industry, the distribution of computer software and network products and the publication of Japanese computer technology magazines. The principal business offices of SB Capital Partners, SB CP LLC, SB CPI and SBH are located at 10 Langley Road, Suite 403, Newton Centre, MA 02459, which is also the business address of Mr. Fisher and Mr. Lax. The principal business offices of SOFTBANK are located at 24-1, Nihonbashi-Hakozaki-cho, Chuo-ku, Tokyo 103 Japan, which is also Mr. Son's business address. Schedules 1,2,3 and 4 hereto set forth the following information with respect to each executive officer and director of SOFTBANK, SBH, SBC PI and SB CP LLC: (i) name, (ii) business address, (iii) citizenship and (iv) present principal occupation or employment and the name of any corporation or other organization in which such employment is conducted. Unless otherwise stated, the principal business and address of any corporation or other organization in which such employment is conducted are stated in the two preceding paragraphs. During the last five years, neither the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the persons listed in Schedules 1, 2, 3 and 4, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction, and is or was, as a result of such proceeding, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The source and amount of the funds used in making the purchases of the shares of Common Stock reported herein were available working capital of SB Capital Partners in the amount of approximately $100 million. No funds were borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the securities. ITEM 4. PURPOSE OF TRANSACTION. The purpose of the acquisition of the shares of Common Stock by the Reporting Persons described herein was to make an investment in the Company. -11- Pursuant to the Purchase Agreement, dated as of June 10, 1999 (the "1999 Purchase Agreement")(attached hereto as Exhibit C), between the Company and SOFTBANK America ("SOFTBANK America"), SOFTBANK America purchased an aggregate of 6,153,850 shares of Common Stock from the Company for a purchase price of $13.00 per share. The total consideration paid by SOFTBANK America to the Company for the shares was $80,000,050. The 1999 Purchase Agreement provides, among other things, that SOFTBANK America will have the right to designate (i) a number of members of the Company's Board of Directors equal to the product of (A) the total number of authorized directors and (B) the aggregate Proportionate Share of SOFTBANK America and the SOFTBANK Entities (as defined in the 1999 Purchase Agreement), rounded up to the nearest whole number, but not to exceed two directors (the "Board Composition Requirement"), and (ii) so long as SOFTBANK America and the SOFTBANK Entities collectively own 50% or more of the shares purchased pursuant to the Purchase Agreement, one director to be a member of each committee of the Company's Board of Directors. "Proportionate Share," as defined in the Purchase Agreement, means, with respect to each Securityholder (as defined in the Purchase Agreement), a fraction the numerator of which is the total number of shares of Common Stock owned and the number of shares of Common Stock issuable upon exercise of Rights (as defined in the 1999 Purchase Agreement) owned by such Securityholder, and the denominator of which is the total number of shares of Common Stock outstanding plus the number of shares of Common Stock issuable upon exercise of all Rights outstanding. In July 1999, SOFTBANK America assigned 6,069,542 shares of the Company's Common Stock to SB Capital Partners and 84,308 shares of the Company's Common Stock, and all of its rights with respect to those shares under the Registration Rights Agreement and the 1999 Purchase Agreement, each as described in this Item 4, to Advisors -12- Fund (as defined in Item 5), thus reducing SOFTBANK America's holdings to zero. Pursuant to the Purchase Agreement, dated as of April 27, 2000 (the "2000 Purchase Agreement") (attached hereto as Exhibit I), by and among the Company, SB Capital Partners and Advisors Fund, SB Capital Partners and Advisors Fund severally agreed to purchase 2,464,250 shares of Common Stock and 35,750 shares of Common Stock, respectively, for a purchase price of $8.00 per share. SB Capital Partners and Advisors Fund will also each be issued a warrant to purchase 1,232,125 shares of Common Stock and 17,875 shares of Common Stock, respectively, at an exercise price of $10.00 per share. The 2000 Purchase Agreement provides, among other things, that on and after the closing date, SOFTBANK Capital Partners and SOFTBANK Capital Advisors, together, will have the right, (i) (A) so long as the Purchasers and the SOFTBANK Entities (each as defined therein) collectively own 50% or more of the Common Stock (on an as if exercised basis) held immediately after consummation of the Purchase (as defined therein), to designate three (3) members of the Company's Board of Directors, (B) so long as the Purchasers and the SOFTBANK Entities collectively own 25% or more of the Common Stock (on an as if exercised basis) held immediately after consummation of the Purchase, to designate two (2) members of the Company's Board of Directors, and (C) so long as the Purchasers and the SOFTBANK Entities collectively own 5% or more of the Common Stock (on an as if exercised basis) held immediately after consummation of the Purchase, to designate one (1) member of the Company's Board of Directors (collectively, the "2000 Board Composition Requirement"); and (ii) so long as the Purchasers and the SOFTBANK Entities collectively own 35% or more of the Common Stock (on an as if exercised basis) held immediately after consummation of the Purchase, to designate one (1) member of each committee of the Company's Board of Directors. SB Capital Partners and Advisors Fund also are parties to a Registration Rights Agreement, dated as of June 10, 1999 (the "Registration Rights Agreement")(attached hereto as Exhibit D), with the Company which grants SB Capital Partners and Advisors Fund "demand" and "piggy-back" -13- registration rights with respect to the shares of Common Stock purchased pursuant to the 1999 Purchase Agreement. Upon closing of the 2000 Purchase Agreement, SB Capital Partners and Advisors Fund will be parties to an amended and restated registration rights agreement that will confer "demand" and "piggy-back" registration rights to the shares of Common Stock purchased under the 1999 Purchase Agreement and the 2000 Purchase Agreement. In conjunction with the execution of the 1999 Purchase Agreement, SOFTBANK America entered into the Subordinated Loan Agreement, dated as of June 10, 1999 (the "Subordinated Loan Agreement")(attached hereto as Exhibit G), with the Company pursuant to which, on such date, SOFTBANK America loaned the Company $15 million. The loan was evidenced in the form of a convertible subordinated note (the "Convertible Subordinated Note")(attached hereto as Exhibit H). Interest on the Convertible Subordinated Note accrued on the outstanding principal amount of the loan at the rate of 4.98% per annum. All unpaid principal and accrued but unpaid interest due on the Convertible Subordinated Note was automatically converted into a number of shares of Common Stock equal to the total amount of unpaid principal and accrued but unpaid interest divided by $13.00. Subject to the provisions of the 1999 Purchase Agreement and the 2000 Purchase Agreement, each of SB Capital Partners and Advisors Fund may sell, transfer, assign or pledge all or any part of the shares they acquire pursuant to the 1999 Purchase Agreement and 2000 Purchase Agreement to any of their affiliates or those of SOFTBANK, including, without limitation, any partnership or other entity of which any direct or indirect subsidiary of SOFTBANK is a general partner or has investment discretion, or any employees of any of the foregoing. Neither SOFTBANK Capital Partners nor Advisors Fund have any specific plans to make such transfers. Michael G. Rubin, the principal stockholder of the Company holding in the aggregate approximately 43.2% of the shares of Common Stock outstanding as of April 27, 2000 ("Rubin") entered into a Voting Agreement, dated as of June 10, 1999 (the "Rubin Voting Agreement")(attached hereto as Exhibit E), in favor of SOFTBANK America. Pursuant to the Rubin Voting Agreement, Rubin agreed that he will, at any meeting of stockholders of the Company, or in connection with any written consent of stockholders of the Company, vote or cause to be voted all shares of Common Stock then held of record or beneficially owned by him (i) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Purchase Agreement; (ii) in favor of election to the Board of Directors of the directors which SOFTBANK America is, together, entitled to designate upon consummation of the -14- Second Purchase and which have been identified by SOFTBANK America as nominees for such purpose; and (iii) except as otherwise agreed to in writing in advance by SOFTBANK America against the following actions (other than the Second Purchase and the transactions contemplated by the Purchase Agreement): (A) a dissolution of the Company or (B) any material change in the present capitalization of the Company or any amendment of the Company's certificate of incorporation or by-laws, in each case, which is intended, or could reasonably be expected, to impede, delay or adversely affect the transactions contemplated by the Rubin Voting Agreement and the Purchase Agreement. Rubin also agreed that he will not enter into any agreement or understanding with any person or entity the effect of which would be inconsistent or violative of the provisions and agreements contained in the Rubin Voting Agreement and delivered to SOFTBANK America an irrevocable proxy to vote all of the shares of Common Stock beneficially owned by him, together with any shares acquired by him in any capacity after the date thereof, in the manner and with respect to the matters set forth in the Rubin Voting Agreement. In addition, Rubin agreed not to take any action to remove, with or without cause, any director of the Company designated by SOFTBANK America. Notwithstanding the foregoing, SOFTBANK America has the right at all times to remove, with or without cause, any or all of the directors designated by it. SOFTBANK America, as an inducement and a condition to consummating the 1999 Purchase Agreement, entered into a Voting Agreement, dated as of June 10, 1999 (the "SOFTBANK America Voting Agreement")(attached hereto as Exhibit F), in favor of Rubin. Pursuant to the SOFTBANK America Voting Agreement, SOFTBANK America agreed that it will, at any meeting of stockholders of the Company, or in connection with any written consent of stockholders of the Company, vote or cause to be voted all shares of Common Stock then held of record or beneficially owned by it with respect to all directorships other than those which SOFTBANK America is entitled to designate pursuant to the 1999 Purchase Agreement (i) in favor of any member of the Board of Directors of the Company who was a member of the Board prior to the date of the 1999 Purchase Agreement, and any director who is thereafter chosen to fill any vacancy on the Board of Directors or who is elected as a director (a "Continuing Director") and who, in either event, is not a director designated by SOFTBANK America pursuant to the 1999 Purchase Agreement and in connection with his or her initial assumption of office is recommended for appointment or election by a majority of the Continuing Directors then on the Board of Directors, and (ii) against the election of any directors other than those directors -15- specified in clause (i) of this sentence. In addition, SOFTBANK America agreed not to take any action to remove, with or without cause, any director of the Company other than the SOFTBANK America designees. A condition to closing the 2000 Purchase Agreement is that Rubin enter into a voting agreement in favor of SB Capital Partners and Advisors Fund, pursuant to which, Rubin will agree that he will, at any meeting of stockholders of the Company, or in connection with any written consent of stockholders of the Company, vote or cause to be voted all shares of Common Stock then held of record or beneficially owned by him (i) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the 2000 Purchase Agreement; (ii) in favor of election to the Board of Directors of the directors which SB Capital Partners and Advisors Fund are, together, entitled to designate upon consummation of the Second Purchase (as defined in the 2000 Purchase Agreement) and which have been identified by SB Capital Partners and Advisors Fund as nominees for such purpose; and (iii) except as otherwise agreed to in writing in advance by SB Capital Partners and Advisors Fund against the following actions (other than the Purchase as defined in the 2000 Purchase Agreement and the transactions contemplated by the 2000 Purchase Agreement): (A) a dissolution of the Company or (B) any material change in the present capitalization of the Company or any amendment of the Company's certificate of incorporation or by-laws, in each case, which is intended, or could reasonably be expected, to impede, delay or adversely affect the Purchase and the transactions contemplated by the voting agreement and the 2000 Purchase Agreement. The voting agreement will also provide that Rubin also will agree that he will not enter into any agreement or understanding with any person or entity the effect of which would be inconsistent or violative of the provisions and agreements contained in this voting agreement and will deliver to SB Capital Partners and Advisors Fund, if requested, an irrevocable proxy to vote all of the shares of Common Stock beneficially owned by him, together with any shares acquired by him in any capacity after the date thereof, in the manner and with respect to the matters set forth in this voting agreement. In addition, Rubin will agree not to take any action to remove, with or without cause, any director of the Company designated by SB Capital Partners and Advisors Fund. Notwithstanding the foregoing, SB Capital Partners and Advisors Fund have the right at all times to remove, with or without cause, any or all of the directors designated by SB Capital Partners and Advisors Fund. SB Capital Partners and Advisors Fund, as an inducement and a condition to consummating the 2000 Purchase Agreement, will also enter into a voting agreement in favor -16- of Rubin relating to the election of directors designated by Rubin. Other than as described herein, the Reporting Persons have no present plans or proposals which relate to or would result in: (i) the acquisition by any person of additional securities of the Company or the disposition of securities of the Company; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (iv) any change in the present Board or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (v) any material change in the present capitalization or dividend policy of the Company; (vi) any other material change in the Company's business or corporate structure; (vii) changes in the Company's certificate of incorporation or by-laws or other actions which may impede the acquisition of control of the Company by any persons; (viii) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (ix) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (x) any action similar to those enumerated above (collectively, the "Specified Actions"). However, the Reporting Persons intend to evaluate the proposed investment in the Company on an ongoing basis, and, depending on their evaluation of the business and prospects of the Company and other factors that they may deem relevant, the Reporting Persons may determine to dispose of the securities of the Company or their contractual rights to acquire such securities, acquire additional securities of the Company or take other actions if market conditions or other business considerations, in the judgment of the Reporting Persons, warrant. Such additional acquisitions or dispositions may be effected through open market purchases or sales, privately negotiated transactions, tender offers to existing holders or direct negotiation with the Company. Such further acquisitions, dispositions or other actions may or may not result in the Specified Actions. All references to the 1999 Purchase Agreement, the 2000 Purchase Agreement, the Registration Rights Agreement, the Subordinated Loan Agreement, the Convertible Subordinated Note, the Rubin Voting Agreement and the SOFTBANK America Voting Agreement are qualified in their entirety by the full text of such agreements, copies of which are attached as Exhibits hereto and are incorporated by reference herein. -17- ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. TOTAL OUTSTANDING SHARES. According to information provided to the Reporting Persons by the Company, as of April 27, 2000, the total number of shares of Common Stock outstanding was 18,575,880. SB CAPITAL PARTNERS. As of the date of filing this statement, SB Capital Partners beneficially owns 16,558,838 shares of Common Stock, representing approximately 78.7% of the Common Stock outstanding. SB CP LLC. By virtue of being the general partner of both SB Capital Partners and SOFTBANK Capital Advisors Fund LP, a Delaware limited partnership ("Advisors Fund"), which acquired (i) 84,308 shares of Common Stock initially sold under the 1999 Purchase Agreement and (ii) 35,750 shares of Common Stock pursuant to the 2000 Purchase Agreement, SB CP LLC may be deemed a beneficial owner of a total of 16,678,896 shares of Common Stock consisting of 16,558,838 shares beneficially owned by SB Capital Partners and 141,625 shares beneficially owned by Advisors Fund or a total of approximately 79.1% of the Common Stock outstanding. SB CPI, MR. FISHER AND MR. LAX. By virtue of their joint control over investment decisions of SB CP LLC, SB CPI, Mr. Fisher and Mr. Lax may be deemed beneficial owners of 16,678,896 shares of Common Stock beneficially owned by SB CP LLC, or approximately 79.1% or the Common Stock outstanding. SBH. By virtue of its ownership of all the outstanding stock of SB CPI, SBH may be deemed a beneficial owner of the 16,678,896 shares of Common Stock beneficially owned by SB CPI, or approximately 79.1% of the Common Stock outstanding. SOFTBANK. SOFTBANK may be deemed a beneficial owner of the 16,678,896 shares of Common Stock beneficially owned by SBH, its wholly owned subsidiary, or approximately 79.1% of the Common Stock outstanding. MR. SON. Mr. Son is the President and Chief Executive Officer of SOFTBANK and owns an approximately 38.27% interest in SOFTBANK. Accordingly, the 16,678,896 shares of Common Stock beneficially owned by SOFTBANK, representing approximately 79.1% of the Common Stock outstanding, may be regarded as being beneficially owned by Mr. Son. None of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any of the person listed on Schedule 1, 2, 3 or 4 hereto, has effected any -18- transactions in the securities of the Company during the past 60 days other than those transactions described above. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except for the agreements described in Item 4, none of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any of the person listed on Schedule 1, 2, 3 or 4 hereto, has any contract, arrangement understanding or relationship with any other person with respect to any securities of the Company, including, but not limited to transfer or voting of any of the securities, finder's fees joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit A Agreement of Joint Filing, dated as of May 1, 2000, by and among SB Capital Partners, SB CP LLC, SB CPI, Mr. Fisher, Mr. Lax, SBH, SOFTBANK, and Mr. Son. Exhibit B Power of Attorney (incorporated by reference to Exhibit 24 to the Statement on Schedule 13G filed by SOFTBANK, Son and SOFTBANK Ventures, Inc. on February 18, 1998 with respect to Concentric Network Corporation). Exhibit C 1999 Purchase Agreement, dated as of June 10, 1999, between the Company and SOFTBANK America (previously filed on June 21, 1999). Exhibit D Registration Rights Agreement, dated as of June 10, 1999, between SOFTBANK America and the Company (previously filed on June 21, 1999). Exhibit E Voting Agreement, dated as of June 10, 1999, by Michael G. Rubin in favor of SOFTBANK America (previously filed on June 21, 1999). Exhibit F Voting Agreement dated as of June 10, 1999, by SOFTBANK America, in favor of Michael G. Rubin (previously filed on June 21, 1999). Exhibit G Subordinated Loan Agreement, dated as of June 10, 1999, between SOFTBANK America and the Company (previously filed on June 21, 1999). Exhibit H Convertible Subordinated Note, dated as of June 10, 1999, by the Company (previously filed on June 21, 1999). -19- Exhibit I 2000 Purchase Agreement, dated as of April 27, 2000, between the Company, SB Capital Partners and Advisors Fund. -20- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. May 1, 2000 SOFTBANK CAPITAL PARTNERS LP By: SOFTBANK CAPITAL PARTNERS LLC, General Partner By: /s/ Steven Murray ------------------------ Name: Steven Murray Title: Administrative Member SOFTBANK CAPITAL PARTNERS LLC By: /s/ Steven Murray ----------------------------- Name: Steven Murray Title: Administrative Member SOFTBANK CAPITAL PARTNERS INVESTMENT INC. By: /s/ Steven Murray ----------------------------- Name: Steven Murray Title: Treasurer /s/ Ronald D. Fisher -------------------- RONALD D. FISHER /s/ Charles R. Lax ------------------ CHARLES R. LAX SOFTBANK HOLDINGS INC. By: /s/ Stephen A. Grant ----------------------------- Name: Stephen A. Grant Title: Secretary -21- SOFTBANK CORP. By: /s/ Stephen A. Grant ----------------------------- Name: Stephen A. Grant Title: Attorney-in-Fact MASAYOSHI SON By: /s/ Stephen A. Grant ----------------------------- Name: Stephen A. Grant Title: Attorney-in-Fact -22- SCHEDULE 1 DIRECTORS AND EXECUTIVE OFFICERS OF SOFTBANK CORP. The business address for each of the individuals listed below, except Ronald D. Fisher, is 24-1, Nihonbashi-Hakozaki-cho, Chuo-ku, Tokyo 103 Japan. The business address for Ronald D. Fisher is 10 Langley Road, Suite 403, Newton Centre, Massachusetts 02459. Each of the individuals listed below is a Japanese citizen, except for Ronald D. Fisher, a citizen of the United States. NAME PRESENT AND PRINCIPAL OCCUPATION - ---- -------------------------------- Masayoshi Son President, Chief Executive Officer and director of SOFTBANK Corp.; Chairman of the Board, President and director of SOFTBANK Holdings Inc. Ken Miyauchi Executive Vice President and director of SOFTBANK Corp. Norikazu Ishikawa Executive Vice President and director of SOFTBANK Corp. Yoshitaka Kitao Executive Vice President, Chief Financial Officer and director or SOFTBANK Corp.; director of SOFTBANK Holdings Inc. Makoto Okazaki Executive Vice President and director of SOFTBANK Corp. Toshio Inaba Director of SOFTBANK Corp. Hiroshi Wada Director of SOFTBANK Corp. Goro Hashimoto Director of SOFTBANK Corp. Takasi Eguchi Director of SOFTBANK Corp. Ronald D. Fisher Director of SOFTBANK Corp., Vice Chairman of SOFTBANK Holdings Inc., Chairman of the Board, President and director of SOFTBANK Capital Partners Investment Inc., Managing Member of SOFTBANK Capital Partners LLC. Katsura Sato Full-Time Corporate Auditor of SOFTBANK Corp. Saburo Kobayashi Corporate Auditor of SOFTBANK Corp. Toshihiro Kiribuchi Corporate Auditor of SOFTBANK Corp. Hidekazu Kubokawa Corporate Auditor of SOFTBANK Corp. -23- SCHEDULE 2 DIRECTORS AND EXECUTIVE OFFICERS OF SOFTBANK HOLDINGS INC. The business address for each of the individuals listed below, except Masayoshi Son, Yoshitaka Kitao and Stephen A. Grant, is 10 Langley Road, Suite 403, Newton Centre, Massachusetts 02459. The business address for Masyoshi Son and Yoshitaka Kitao is 24-1, Nihonbashi-Hakozaki-cho, Chuo-ku, Tokyo 103 Japan. The business address for Stephen A. Grant and Sullivan & Cromwell, a law firm, is 125 Broad Street, New York, New York 10004. Each of the individuals listed below is a U.S. citizen, except for Masayoshi Son and Yoshitaka Kitao, each a citizen of Japan. NAME PRESENT AND PRINCIPAL OCCUPATION - ---- -------------------------------- Masayoshi Son Chairman of the Board, President and director of SOFTBANK Holdings Inc.; President, Chief Executive Officer and director of SOFTBANK Corp. Ronald D. Fisher Director of SOFTBANK Corp.; Vice Chairman of SOFTBANK Holdings Inc.; Chairman of the Board, President and Director of SOFTBANK Capital Partners Investment Inc.; Managing Member of SOFTBANK Capital Partners LLC. Yoshitaka Kitao Director of SOFTBANK Holdings Inc.; Executive Vice President, Chief Financial Officer and director of SOFTBANK Corp. Stephen A. Grant Secretary of SOFTBANK Holdings Inc.; Secretary of SOFTBANK Capital Partners Investment Inc., Partner, Sullivan & Cromwell. Thomas L. Wright Vice President and Treasurer of SOFTBANK Holdings Inc. Louis DeMarco Vice President-Tax of SOFTBANK Holdings Inc.; Vice President of SOFTBANK Capital Partners Investment Inc. -24- SCHEDULE 3 DIRECTORS AND EXECUTIVE OFFICERS OF SOFTBANK CAPITAL PARTNERS INVESTMENT INC. The business address for each of the individuals listed below is 10 Langley Road, Suite 403, Newton Centre, Massachusetts 02459. NAME PRESENT AND PRINCIPAL OCCUPATION - ---- -------------------------------- Ronald D. Fisher Director of SOFTBANK Corp.; Vice Chairman of SOFTBANK Holdings Inc.; Chairman of the Board, President and Director of SOFTBANK Capital Partners Investment Inc.; Managing Member of SOFTBANK Capital Partners LLC. Louis DeMarco Vice President-Tax of SOFTBANK Holdings Inc.; Vice President of SOFTBANK Capital Partners Investment Inc. Stephen A. Grant Secretary of SOFTBANK Holdings Inc.; Secretary of SOFTBANK Capital Partners Investment Inc., Partner, Sullivan & Cromwell. Steven J. Murray Treasurer of SOFTBANK Capital Partners Investment Inc. -25- SCHEDULE 4 DIRECTORS AND EXECUTIVE OFFICERS OF SOFTBANK CAPITAL PARTNERS LLC The business address for each of the individuals listed below is 10 Langley Road, Suite 403, Newton Centre, Massachusetts 02459. NAME PRESENT AND PRINCIPAL OCCUPATION - ---- -------------------------------- Ronald D. Fisher Director of SOFTBANK Corp.; Vice Chairman of SOFTBANK Holdings Inc.; Chairman of the Board, President and Director of SOFTBANK Capital Partners Investment Inc.; Managing Member of SOFTBANK Capital Partners LLC. Charles R. Lax Managing Member of SOFTBANK Capital Partners LLC. -26- EX-99.A 2 AGREEMENT OF JOINT FILING EXHIBIT A AGREEMENT OF JOINT FILING In accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13D, and any amendments thereto, with respect to the Common Stock, par value $0.01 per share, of Global Sports, Inc. and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of May 1, 2000. SOFTBANK CAPITAL PARTNERS LP By: SOFTBANK CAPITAL PARTNERS LLC Its General Partner By: /s/ Steven Murray --------------------------------- Name: Steven Murray Title: Administrative Member SOFTBANK CAPITAL PARTNERS LLC By: /s/ Steven Murray --------------------------------- Name: Steven Murray Title: Administrative Member SOFTBANK CAPITAL PARTNERS INVESTMENT INC. By: /s/ Steven Murray --------------------------------- Name: Steven Murray Title: Vice President SOFTBANK HOLDINGS INC. By: /s/ Stephen A. Grant --------------------------------- Name: Stephen A. Grant Title: Attorney-in-fact SOFTBANK CORP. By: /s/ Stephen A. Grant --------------------------------- Name: Stephen A. Grant Title: Attorney-in-fact /s/ Ronald D. Fisher --------------------------------- RONALD D. FISHER /s/ Charles R. Lax --------------------------------- CHARLES R. LAX MASAYOSHI SON By: /s/ Stephen A. Grant --------------------------------- Name: Stephen A. Grant Title: Attorney-in-fact EX-99.I 3 STOCK PURCHASE AGREEMENT EXHIBIT I STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into as of April 27, 2000 between Global Sports, Inc., a Delaware corporation (the "Company"), SOFTBANK Capital Partners LP, a Delaware limited partnership ("SOFTBANK Capital Partners"), and SOFTBANK Capital Advisors Fund LP, a Delaware limited partnership ("SOFTBANK Advisors" and, together with SOFTBANK Capital Partners, the "Purchasers"). ARTICLE I AUTHORIZATION AND SALE OF STOCK Section 1.1 SALE OF THE SHARES. Subject to the terms and conditions hereof, at the Closing (as defined in Section 2.1 hereof), the Company shall issue and sell to each Purchaser, and each Purchaser, severally and not jointly, shall purchase from the Company, the total number of shares (collectively, the "Shares") of common stock, par value $0.01 per share ("Common Stock"), of the Company equal to (i) the dollar amount set forth opposite such Purchaser's name on Exhibit A hereto divided by (ii) $8.00, rounded to the nearest whole share. ARTICLE II CLOSING DATE; DELIVERY Section 2.1 CLOSING AND LOCATION. The purchase and sale of the Shares hereunder (the "Purchase") shall take place at a closing (the "Closing") at the offices of Sullivan & Cromwell, 1888 Century Park East, Los Angeles, California 90067, at 10:00 a.m., California time, on the later to occur of (i) the date hereof, (ii) the first business day following the date on which the last to be fulfilled or waived of the conditions to the Closing set forth in Section 6.1 hereof have been fulfilled or waived in accordance with this Agreement or (iii) such other date as is mutually agreed to by the Company and the Purchasers. The date of the Closing is hereinafter referred to as the "Closing Date." Section 2.2 DELIVERY. Subject to the terms and conditions of this Agreement, at the Closing, the Company shall deliver to the Purchasers a stock certificate or certificates representing the Shares to be purchased by the Purchasers at such Closing, registered in the name of the Purchaser or its assigns, against payment of the purchase price therefor. The purchase price of the Shares to be purchased at the Closing shall be paid by wire transfer in immediately available funds to an account designated in writing by the Company. Section 2.3 CONSUMMATION OF CLOSING. All acts, deliveries and confirmations comprising the Closing regardless of chronological sequence shall be deemed to occur contemporaneously and simultaneously upon the occurrence of the last act, delivery or confirmation of the Closing and none of such acts, deliveries or confirmations shall be effective unless and until the last of same shall have occurred. ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company hereby represents and warrants to the Purchasers as follows: Section 3.1 ORGANIZATION. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power to own, lease and operate its property and to carry on its business as now being conducted and is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified and in good standing, except for any such jurisdiction in which the failure to be so qualified and in good standing would not, individually or in the aggregate, have a material adverse effect on the business, financial condition, results of operations or prospects of the Company (a "Material Adverse Effect"). Section 3.2 SUBSIDIARIES. Each of the Company's subsidiaries is a corporation duly organized, validly existing in good standing under the laws of the jurisdiction of its organization, and is duly qualified to do business and in good standing in the jurisdictions where it is required to be so qualified and is in good standing, except for any such jurisdiction in which the failure to be so qualified and in good standing would not, individually or in the aggregate, have a Material Adverse Effect. Section 3.3 VALID ISSUANCE OF COMMON STOCK. The Shares, when issued and paid for in accordance with this -2- Agreement, will be duly authorized, validly issued, fully paid and non-assessable. Section 3.4 AUTHORITY; NO CONFLICT; REQUIRED FILINGS AND CONSENTS. (a) The Company has all requisite corporate power and authority to enter into this Agreement and the Amended and Restated Registration Rights Agreement in the form attached hereto as Exhibit B (the "Registration Rights Agreement"), and to consummate the transactions contemplated by this Agreement and the Registration Rights Agreement. This Agreement and the Registration Rights Agreement have been duly authorized, executed and delivered by the Company and constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. (b) The execution and delivery by the Company of this Agreement and the Registration Rights Agreement does not, and consummation of the transactions contemplated by this Agreement and the Registration Rights Agreement, will not, (i) conflict with, or result in any violation or breach of any provision of, the Certificate of Incorporation or Bylaws of the Company, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries, properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its subsidiaries, properties or assets, except in the case of (ii) and (iii) for any such violations, defaults, breaches, terminations, cancellations, accelerations, losses or conflicts which would not, individually or in the aggregate, have a Material Adverse Effect, and would not materially burden or delay the consummation of the transactions contemplated hereby. -3- (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a "Governmental Entity") is required by or with respect to the Company in connection with the execution and delivery of this Agreement and the Registration Rights Agreement or the consummation of the transactions contemplated hereby or thereby, except for (i) the filing of a Form D under the Securities Act of 1933, as amended (the "Securities Act"), (ii) such filings as may be required under applicable state securities laws or the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and (iii) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not, individually or in the aggregate, have a Material Adverse Effect on the Company and would not materially burden or delay the consummation of the transactions contemplated hereby. Section 3.5 CAPITALIZATION. (a) The authorized capital stock of the Company as of the date hereof consists of (i) 60,000,000 shares of Common Stock, of which 18,575,880 shares are issued and outstanding, and (ii) 1,000,000 shares of Preferred Stock, $0.01 par value per share, of which 8,000 shares are issued and outstanding. (b) Other than (i) as disclosed in the Company Commission Reports (as defined below) or in documents incorporated by reference therein, (ii) stock options and employee stock purchases following the date of the most recent Company Commission Report under the Company's stock option, stock incentive and stock purchase plans described in the Company Commission Reports and (iii) as disclosed on Schedule 3.5(b) hereto, there are no outstanding options, warrants or commitments of any kind to which the Company is a party or by which it is bound obligating the Company to issue, deliver or sell any shares of capital stock of the Company. -4- Section 3.6 COMMISSION FILINGS; FINANCIAL STATEMENTS. (a) The Company has filed with the Securities and Exchange Commission (the "Commission") and made available to the Purchasers and their representatives all forms, reports and documents filed by the Company with the Commission since December 31, 1998 (collectively, the "Company Commission Reports"). The Company Commission Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as applicable, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the financial statements (including, in each case, any related notes) contained in the Company Commission Reports complied as to form in all material respects with the applicable published rules and regulations of the Commission with respect thereto, was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) and include all adjustments, consisting only of normal accounting adjustments, that the Company reasonably considers necessary for a fair presentation of its financial position at the respective dates and the results of its operations and cash flows for the periods indicated. Except as disclosed in the Company Commission Reports filed with the Commission prior to the date hereof, since December 31, 1999, taking into account the cumulative effect of all developments and events since such date, there has not been any development or event, or series of developments or events, that would reasonably be expected to have a Material Adverse Effect. Section 3.7 COMPLIANCE WITH LAWS. Each of the Company and its subsidiaries has complied with, is not in violation of, and has not received any notices of violation -5- with respect to, any federal, state or local statute, law or regulation with respect to the conduct of its business, or the ownership or operation of its business, including but not limited to statutes, laws or regulations relating to the protection of the environment or concerning the handling, storage, disposal or discharge of toxic materials, except for failures to comply or violations which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Section 3.8 STOCKHOLDERS' CONSENT. No consent or approval of the stockholders of the Company is required or necessary for the Company to enter into this Agreement and the Registration Rights Agreement or to consummate the Purchase. Section 3.9 LITIGATION. Except as otherwise disclosed as of the date of this Agreement in the Company Commission Reports, (i) there is no private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any agency, court or tribunal, foreign or domestic, or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries or properties or any of its officers or directors (in their capacities as such), which, if determined adversely to the Company, would, individually or in the aggregate, have a Material Adverse Effect, and (ii) there is no judgment, decree or order against the Company or any of its subsidiaries, or, to the knowledge of the Company, against any of its respective directors or officers (in their capacities as such) relating to the business of the Company or any of its subsidiaries, the existence of which would have a Material Adverse Effect. Section 3.10 INTELLECTUAL PROPERTY. Except as disclosed in the Company Commission Reports or as set forth on Schedule 3.10, each of the Company and its subsidiaries (i) owns or possesses adequate licenses or other rights to use all patents, trademarks, service marks, trade names, copyrights, technology, software, know-how and trade secrets (collectively, "Intellectual Property") necessary to conduct the business now conducted by the Company and its subsidiaries and (ii) either owns or possesses, or can acquire on commercially reasonable terms, adequate licenses or other rights to use all Intellectual Property necessary to conduct the business proposed to be conducted by the Company and its subsidiaries. Except as disclosed in the -6- Company Commission Reports, neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with (and knows of no such infringement of or conflict with) asserted rights of others with respect to any Intellectual Property; and, to the Company's knowledge, the discoveries, inventions, products, services or processes used in the business of the Company and its subsidiaries do not infringe or conflict with any right or patent of any third party, or any discovery, invention, product or process which is the subject of a patent application filed by any third party. Section 3.11 CHANGE OF CONTROL BENEFITS. Except as set forth on Schedule 3.11, there exist no provisions contained in any employment or severance agreement or benefit plan of the Company which provide for the payment, accrual or acceleration of any benefit to any person as a result of the consummation of the transactions contemplated hereby. Section 3.12 FINDER'S FEES. The Company has retained no finder or broker in connection with the transactions contemplated by this Agreement and hereby agrees to indemnify and to hold the Purchasers harmless from any liability for commission or compensation in the nature of a finder's fee to any broker or other person or firm (and the costs and expenses of defending against such liability or asserted liability) for which the Company, or any of its employees or representatives acting on behalf of the Company, is or may be responsible as a result of the transactions contemplated hereby. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS Each Purchaser, severally but not jointly, represents and warrants to the Company as follows: Section 4.1 ORGANIZATION. The Purchaser is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware. Section 4.2 AUTHORITY. (a) The Purchaser has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution -7- and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser and constitutes a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to the Purchaser in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of a notification and report form under the HSR Act, compliance with the rules and regulations thereunder and satisfaction of the applicable waiting period thereunder, (ii) the filing of a Form D under the Securities Act, (iii) such filings as may be required under applicable state securities laws and (iv) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not materially burden or delay the consummation of the transactions contemplated hereby. Section 4.3 PURCHASE ENTIRELY FOR OWN ACCOUNT. The Shares will be acquired solely for investment purposes, for the Purchaser's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof. The Purchaser has not been formed for the specific purpose of acquiring the Shares. Section 4.4 INVESTMENT EXPERIENCE. Purchaser is an "accredited investor" as defined in Rule 501(a)(3) under the Securities Act. Purchaser has had an opportunity to ask questions and receive answers regarding the Company's business affairs and financial condition and believes it has acquired sufficient information about the Company to reach an informed decision to purchase the Shares. Purchaser has such business and financial experience as is required to give it the capacity to protect its own interests in connection with the purchase of the Shares. -8- Section 4.5 RESTRICTED SECURITIES. The Purchaser understands that the Shares are characterized as "restricted securities" under the Securities Act inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that Purchaser must hold the Shares indefinitely unless the sale thereof is registered under the Securities Act and qualified under state securities laws, or an exemption from such registration and qualification requirements is available. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser's control. Section 4.6 LEGENDS. The Purchaser understands that the Shares, and any securities issued in respect thereof or exchange therefor, may bear one or all of the following legends until such time, if any, as the Shares or such securities (i) are sold in compliance with Rule 144 under the Securities Act (or a comparable successor provision) or in a transaction registered under the Securities Act or (ii) may be resold pursuant to Rule 144(k) under the Securities Act (or a comparable successor provision): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN APPLICABLE EXEMPTION THEREFROM AND IN COMPLIANCE WITH THE TERMS OF THE STOCK PURCHASE AGREEMENT, DATED AS OF APRIL 28, 2000, WITH THE COMPANY, A COPY OF WHICH IS AVAILABLE FROM THE COMPANY ON REQUEST." Section 4.7 FINDER'S FEES. The Purchaser has not retained any finder or broker in connection with the transactions contemplated by this Agreement and hereby agrees to indemnify and to hold the Company harmless from any liability for any commission or compensation in the nature of a finder's fee to any broker or other person or firm (and the costs and expenses of defending against such liability or asserted liability) for which the Purchaser, or any of its employees or representatives acting on behalf of -9- the Purchaser, is or may be responsible as a result of the transactions contemplated hereby. ARTICLE V COVENANTS Section 5.1 HSR ACT FILINGS. (a) The Purchasers shall make all filings required under the HSR Act relating to the transactions contemplated by this Agreement and shall use commercially reasonably efforts to cause any such required filings to be made promptly after the date hereof. (b) The Company shall make all filings required under the HSR Act relating to the transactions contemplated by this Agreement and shall use commercially reasonable efforts to cause any such required filings to be made promptly after the date hereof. (c) The parties will each use commercially reasonable efforts to promptly furnish, or, cause to be furnished, any information that may be required by the Federal Trade Commission (the "FTC") or the Department of Justice (the "DOJ") under the HSR Act in order for the requisite approvals for the purchase and sale of the Shares and the consummation of the related transactions contemplated by this Agreement to be obtained or any applicable waiting periods to be terminated or expire; provided, however, that in the event the FTC or the DOJ issues a "second request" in connection with any such filing, the parties hereto will consult with each other in good faith regarding appropriate further action, which shall be taken only to the extent agreed upon by all of the parties. Section 5.2 BOARD OF DIRECTORS. On and after the Closing Date, SOFTBANK Capital Partners and SOFTBANK Capital Advisors, together, shall have the right, (i) (A) so long as the Purchasers and the SOFTBANK Entities (as defined herein) collectively own 50% or more of the Common Stock (on an as if exercised basis) held immediately after consummation of the Purchase, to designate three (3) members of the Company's Board of Directors, (B) so long as the Purchasers and the SOFTBANK Entities collectively own 25% or more of the Common Stock (on an as if exercised basis) held -10- immediately after consummation of the Purchase, to designate two (2) members of the Company's Board of Directors, and (C) so long as the Purchasers and the SOFTBANK Entities collectively own 5% or more of the Common Stock (on an as if exercised basis) held immediately after consummation of the Purchase, to designate one (1) member of the Company's Board of Directors (collectively, the "Board Composition Requirement"); and (ii) so long as the Purchasers and the SOFTBANK Entities collectively own 35% or more of the Common Stock (on an as if exercised basis) held immediately after consummation of the Purchase, to designate one (1) member of each committee of the Company's Board of Directors. Section 5.3 PREEMPTIVE RIGHTS. (a) If the Company proposes to issue, grant or sell Common Stock or Rights, the Company shall first give to the Purchasers (so long as the Purchasers own at least 500,000 Shares) and any transferee (of whom the Company has notice) of Shares from any Purchaser then owning at least 500,000 Shares (appropriately adjusted for any stock split, reverse stock split or stock dividend), except for any transferee that acquires such Shares in a public offering registered under the Securities Act or in a transaction on the open market effected pursuant to Rule 144 under the Securities Act, (each a "Securityholder") written notice setting forth in reasonable detail the price and other terms on which such shares of Common Stock or Rights are proposed to be issued or sold, the terms of any such Rights and the amount thereof proposed to be issued, granted or sold. Each Securityholder shall thereafter have the preemptive right, exercisable by written notice to the Company no later than twenty (20) days after the Company's notice is given, to purchase the number of such shares of Common Stock or Rights set forth in the Securityholder's notice (but in no event more than the Securityholder's Proportionate Share (as defined below) thereof, as of the date of the Company's notice), at the price and on the other terms set forth in the Company's notice. Any notice by a Securityholder exercising the right to purchase shares of Common Stock or Rights pursuant to this Section 5.3 shall constitute an irrevocable commitment to purchase from the Company the shares of Common Stock or Rights specified in such notice, subject to the maximum set forth in the preceding sentence. If all the Securityholders exercise their preemptive rights set forth in this Section 5.3(a) to the full extent of their Proportionate Share or if for any other reason the Company -11- shall not issue, grant or sell shares of Common Stock or Rights to persons other than Securityholders, then the closing of the purchase of shares of Common Stock or Rights by Securityholders shall take place on such date, no less than ten (10) and no more than thirty (30) days after the expiration of the 20-day period referred to above, as the Company may select, and the Company shall notify the Securityholders of such closing at least seven (7) days prior thereto. If all persons entitled thereto do not exercise their preemptive rights to the full extent of their Proportionate Share and, as contemplated by Section 5.3(b), the Company shall issue, grant or sell shares of Common Stock or Rights to persons other than Securityholders, then the closing of the purchase of shares of Common Stock or Rights shall take place at the same time as the closing of such issuance, grant or sale. (b) If all persons entitled thereto do not exercise their preemptive rights to the full extent of their Proportionate Share, the Company shall use its good faith and commercially reasonable efforts to issue, grant or sell the remaining subject shares of Common Stock or Rights on the terms set forth in its notice to Securityholders, unless the Company is advised by its financial advisors that the remaining number or amount is too small to be reasonably sold. From the expiration of the 20-day period first referred to in Section 5.3(a) and for a period of 90 days thereafter, the Company may offer, issue, grant and sell to any person or entity shares of Common Stock or Rights having the terms set forth in the Company's notice relating to such shares of Common Stock or Rights at a price and on other terms no less favorable to the Company, and including no less cash, than those set forth in such notice (without deduction for reasonable underwriting, sales agency and similar fees payable in connection therewith); provided, however, that the Company may not issue, grant or sell shares of Common Stock or Rights in an amount greater than the amount set forth in such notice minus the amount purchased or committed to be purchased by Securityholders rights. (c) The provisions of this Section 5.3 shall not apply to the following issuances of securities: (i) pursuant to an approved stock option plan, stock purchase plan, or similar benefit program or agreement for the benefit of employees of, or consultants to, the Company, where the primary purpose is not to raise additional equity capital -12- for the Company, (ii) the issuance of Rights, or Common Stock issuable upon exercise of Rights, granted to business partners, retailers or lessors engaged in bona fide business transactions with the Company, where the primary purpose is not to raise additional equity capital for the Company, (iii) as direct consideration for the acquisition by the Company of another business entity or the merger of any business entity with or into the Company, (iv) in connection with a stock dividend, (v) upon the exercise of warrants or options, or upon the conversion of convertible securities, outstanding on the date hereof or as to which Securityholders have been previously offered the right to participate as contemplated hereby or (vi) in an underwritten public offering registered under the Securities Act if the managing underwriters advise the Securityholders in writing that the purchase of shares of Common Stock pursuant to the preemptive rights afforded by this Section 5.3 would materially and adversely affect the marketing of the offering. (d) For purposes of this Section 5.3, the following terms shall have the corresponding meanings set forth herein: "Proportionate Share" means, with respect to each Securityholder, a fraction the numerator of which is the total number of shares of Common Stock owned and the number of shares of Common Stock issuable upon exercise of Rights owned by such Securityholder, and the denominator of which is the total number of shares of Common Stock outstanding plus the number of shares of Common Stock issuable upon exercise of all Rights outstanding. "Right" means any option, warrant, security, right or other instrument convertible into or exchangeable or exercisable for, or otherwise giving the holder thereof the right to acquire, directly or indirectly, from the Company any Common Stock or any other such option, warrant, security, right or instrument, including any instrument issued by the Company or any subsidiary thereof the value of which is measured by reference to the value of the Common Stock. Section 5.4 MEETING OF THE COMPANY STOCKHOLDERS. The Company shall take all customary actions in accordance with applicable law and its Certificate of Incorporation and By-Laws to seek stockholder approval of a Board of Directors -13- meeting the Board Composition Requirements by the holders of a majority of the outstanding shares of Common Stock at any meeting of stockholders (and with respect to any written consent of stockholders of the Company in lieu of a meeting) at which directors are to be elected. The Board of Directors of the Company shall recommend such approval, and the Company shall solicit such approval in accordance with its customary practices. Section 5.5 PUBLICITY. The Company and the Purchasers shall consult with each other prior to issuing any press releases or otherwise making public statements with respect to the transactions contemplated hereby and prior to making any filings with any federal or state governmental or regulatory agency or any self-regulatory organization with respect thereto. Section 5.6 FULFILLMENT OF CONDITIONS. Each of the Company and the Purchasers shall use reasonable efforts to perform, comply with and fulfill all obligations, covenants and conditions required by this Agreement to be performed, complied with or fulfilled on its part prior to or on the Closing Date. Section 5.7 FURTHER ASSURANCES. The Company shall use its reasonable efforts at any time and from time to time prior to, at and after the Closing to execute and deliver to the Purchasers such further documents and instruments and to take all such further actions as the Purchasers reasonably may request in order to convey and transfer the Shares to the Purchasers and to consummate the transactions contem plated by this Agreement and the Registration Rights Agreement. Section 5.8 TMCT VENTURES, L.P. TRANSFER OF SHARES. The Company shall use its best efforts to cause TMCT Ventures, L.P. to execute and deliver a lock-up agreement, with respect to any shares of Common Stock Times Mirror acquires, for a period ending six (6) months after acquisition of such shares, except if such sale, transfer or pledge is effected pursuant to Rule 144 under the Securities Act of 1933, as amended. -14- ARTICLE VI CONDITIONS TO CLOSING Section 6.1 CONDITIONS TO THE PURCHASERS' OBLIGATIONS. The obligation of each Purchaser to purchase the Shares at the Closing is subject to the fulfillment on or prior to the Closing Date of the following conditions: (a) REPRESENTATIONS AND WARRANTIES CORRECT; PERFORMANCE OF OBLIGATIONS. The representations and warranties made by the Company in Article III hereof shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date (except with respect to representations and warranties made as of a specific time, which shall be true in all material respects as of such time, and except for representations and warranties containing a materiality qualification, which must be true in all respects) with the same effect as though such representations and warranties had been made at and as of the Closing Date; and the Company shall have performed all obligations herein required to be performed by it on or prior to the Closing Date in all material respects (except with respect to obligations containing a materiality qualification, which must be performed in all respects). (b) REGISTRATION RIGHTS AGREEMENT. The Company shall have duly executed and delivered the Registration Rights Agreement. (c) VOTING AGREEMENT. Michael G. Rubin shall have duly executed and delivered the Voting Agreement in the form attached hereto as Exhibit C. (d) WARRANT. The Company shall have duly executed and delivered warrants to SOFTBANK Capital Partners and SOFTBANK Advisors in the form attached hereto as Exhibit E. (e) LOCK-UP. TMCT Ventures, L.P. shall have duly executed and delivered a lock-up agreement with respect to any shares of Common Stock it purchases from the Company with a duration of six (6) months as contemplated in Section 5.8. (f) BOARD COMPOSITION. A Board of Directors meeting the Board Composition Requirement shall have been duly established and in place. -15- (g) COMPLIANCE CERTIFICATE. The President of the Company shall deliver to the Purchasers at the Closing a certificate certifying that the conditions specified in Section 6.1(a) have been fulfilled. (h) OPINION OF COMPANY'S COUNSEL. The Purchasers shall have received from Blank Rome Comisky & McCauley LLP, counsel to the Company, an opinion addressed to the Purchasers, dated the Closing Date, reasonably satisfactory in form and substance to Sullivan & Cromwell, counsel to SOFTBANK Capital Partners and SOFTBANK Advisors. (i) NO INJUNCTION, ORDER, ETC. There shall be no injunction, order or decree of any nature of any court or government authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby. (j) WAITING PERIOD. Any waiting period applicable to the sale of the Shares under the HSR Act shall have expired or been terminated. Section 6.2 CONDITIONS TO OBLIGATIONS OF THE COMPANY. The Company's obligation to issue and sell the Shares at the Closing is subject to the fulfillment on or prior to the Closing Date of the following conditions: (a) REPRESENTATIONS AND WARRANTIES CORRECT; PERFORMANCE OF OBLIGATIONS. The representations and warranties of the Purchasers in Article IV hereof shall be true and correct in all material respects as of the date of this Agreement and as of such Closing Date (except with respect to representations and warranties made as of a specific time, which shall be true in all material respects as of such time, and except for representations and warranties containing a materiality qualification, which must be true in all respects) with the same effect as though such representations and warranties had been made at and as of the Closing Date; and the Purchasers shall have performed all obligations herein required to be performed by them on or prior to such Closing Date in all material respects (except with respect to covenants containing a materiality qualification, which must be performed in all respects). (b) REGISTRATION RIGHTS AGREEMENT. The Purchasers shall have duly executed and delivered the Registration Rights Agreement. -16- (c) VOTING AGREEMENT. SOFTBANK Capital Partners and SOFTBANK Advisors shall have duly executed and delivered the Voting Agreement in the form attached hereto as Exhibit D. (d) NO INJUNCTION, ORDER, ETC. There shall be no injunction, order or decree of any nature of any court or government authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby. (e) WAITING PERIOD. Any waiting period applicable to the sale of the Shares under the HSR Act shall have expired or been terminated. ARTICLE VII INDEMNIFICATION Section 7.1 INDEMNIFICATION. Each of the Company and the Purchasers, severally but not jointly (an "Indemnifying Party"), covenants and agrees to indemnify and hold the others (each, an "Indemnified Party") harmless from and against, and to reimburse the Indemnified Party for, any claim for any losses, damages, liabilities or expenses, including reasonable counsel fees (collectively "Damages") incurred by such Indemnified Party by reason of or arising from (i) any misrepresentation or breach of any representation or warranty of such Indemnifying Party contained in this Agreement or in any instrument delivered hereunder or (ii) any failure by such Indemnifying Party to perform any obligation or covenant required to be performed by it under any provision of this Agreement. ARTICLE VIII MISCELLANEOUS Section 8.1 GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to the conflict of laws provisions thereof. Section 8.2 SURVIVAL. The representations, warranties, covenants and agreements made herein shall survive the closing of the transactions contemplated hereby. Section 8.3 SUCCESSORS AND ASSIGNS. Except as expressly provided herein, the rights and obligations -17- hereunder may not be assigned or delegated by the Purchasers or the Company without the prior written consent of the other; provided, however, that Purchasers may assign, in whole or in part, their rights and delegate their obligation hereunder (including, without limitation, the right to purchase any or all of the Shares and the obligation to pay all or any portion of the Purchase Price for the Shares) to any affiliates of the Purchasers or SOFTBANK Corp., a Japanese corporation, including, without limitation, any partnership or other entity of which any direct or indirect subsidiary of SOFTBANK Corp. is a general partner or has investment discretion, or any employees of any of the foregoing (each, a "SOFTBANK Entity"); provided, further, that any such delegation by such Purchaser of its obligations shall not relieve Purchaser of liability to the Company that it would otherwise have in the event such obligations are not performed. The provisions hereof shall inure to the benefit of, and be binding upon, the successors and permitted assigns of the parties hereto. Section 8.4 ENTIRE AGREEMENT; AMENDMENT. This Agreement constitutes the full and entire understanding and agreement among the parties with regard to the subject matter hereof. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Purchasers. Section 8.5 NOTICES AND OTHER COMMUNICATIONS. Every notice or other communication required or contemplated by this Agreement by either party shall be delivered either by (i) personal delivery, (ii) postage prepaid return receipt requested by registered or certified mail, (iii) overnight courier, such as Federal Express or UPS, or (iv) facsimile with a confirmation copy sent simultaneously by postage prepaid, return receipt requested, registered or certified mail, in each case addressed to the Company or the Purchasers as the case may be at the following address: To the Company: Global Sports, Inc. 1075 First Avenue King of Prussia, Pennsylvania 19406 Telephone: (610) 265-3229 Facsimile: (610) 265-1730 Attn: Michael G. Rubin -18- With a copy to: Blank Rome Comisky & McCauley LLP One Logan Square Philadelphia, Pennsylvania 19103 Attn: Francis E. Dehel Telephone: (215) 569-5532 Facsimile: (215) 569-5628 To the Purchasers: c/o SOFTBANK Capital Partners LP 10 Langley Road, Suite 403 Newton Center, MA 02459 Attn: Administrative Member Facsimile: (617) 928-9301 With a copy to: Sullivan & Cromwell 1888 Century Park East Suite 2100 Los Angeles, CA 90067 Attn: John L. Savva, Esq. Facsimile: (310) 712-8800 or at such other address as the intended recipient previously shall have designated by written notice given in like manner to the other party. Notice by registered or certified mail shall be effective on the date it is officially recorded as delivered to the intended recipient by return receipt or equivalent, and in the absence of such record of delivery, the effective date shall be presumed to have been the fifth (5th) business day after it was deposited in the mail. All notices delivered in person or sent by courier shall be deemed to have been delivered to and received by the addressee and shall be effective on the date of personal delivery; notices delivered by facsimile with simultaneous confirmation copy by registered or certified mail shall be deemed delivered to and received by the addressee and effective on the date sent. Notice not given in writing shall be effective only if acknowledged in writing by a duly authorized representative of the party to whom it was given. Section 8.6 DELAYS OR OMISSIONS. No delay or omission to exercise any right, power or remedy accruing to any person or entity hereunder shall impair any such right, power or remedy nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be -19- deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any person or entity hereunder of any breach or default under this Agreement, or any waiver on the part of any such person or entity of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies either under this Agreement, or by law or otherwise shall be cumulative and not alternative. Section 8.7 SEVERABILITY. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 8.8 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Execution and delivery of this Agreement by exchange of facsimile copies bearing the facsimile signature of a party hereto shall constitute a valid and binding execution and delivery of this Agreement by such party. Section 8.9 ATTORNEYS' FEES. If any action or proceeding shall be commenced to enforce this Agreement or any right arising in connection with this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the other party the reasonable attorneys' fees, costs and expenses incurred by such prevailing party in connection with such action or proceeding. -20- IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written. GLOBAL SPORTS, INC. By: ---------------------------------- Name: Title: -21- SOFTBANK CAPITAL PARTNERS LP By: Softbank Capital Partners LLC Its General Partner By: ---------------------------------- Name: Title: SOFTBANK CAPITAL ADVISORS FUND LP By: Softbank Capital Partners LLC Its General Partner By: ---------------------------------- Name: Title: -22- EXHIBIT A SCHEDULE OF PURCHASES Dollar Amount of Shares of Entity Common Stock Purchased - ------ ---------------------- SOFTBANK Capital Partners LP $19,714,000 10 Langley Road, Suite 403 Newton Center, MA 02459 Facsimile No.: (617) 928-9300 Attention: Administrative Member SOFTBANK Capital Advisors Fund LP $ 286,000 10 Langley Road, Suite 403 Newton Center, MA 02459 Facsimile No.: (617) 928-9300 Attention: Administrative Member Total.......................................... $20,000,000 -23- -----END PRIVACY-ENHANCED MESSAGE-----