-----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, P+x5/bsBB15gEpFIaW4iimWXTTEY90jeHf8JnJS08jkbtTg5MUKgvZvxuh7dUkmE PDGIE3GhFySb2swjsfuHhw== 0000950159-01-500253.txt : 20010830 0000950159-01-500253.hdr.sgml : 20010830 ACCESSION NUMBER: 0000950159-01-500253 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010829 GROUP MEMBERS: COMCAST PROGRAMMING HOLDINGS INC GROUP MEMBERS: COMCAST QVC INC GROUP MEMBERS: INTERACTIVE TECHNOLOGY HOLDINGS LLC GROUP MEMBERS: QK HOLDINGS INC GROUP MEMBERS: QVC INC. 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: 1934 Act SEC FILE NUMBER: 005-40244 FILM NUMBER: 1726576 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: COMCAST CORP CENTRAL INDEX KEY: 0000022301 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 231709202 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1500 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19102-2148 BUSINESS PHONE: 2156651700 MAIL ADDRESS: STREET 1: 1500 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19102-2148 SC 13D/A 1 comcast13da2.txt SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________________ SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2)* Global Sports, Inc. ------------------- (Name of Issuer) Common Stock, $0.01 par value ----------------------------- (Title of Class of Securities) 37937A107 -------------- (CUSIP Number) David M. Apostolico, Esq. Interactive Technology Holdings, L.L.C. 222 Delaware Avenue Suite 1460 Wilmington, DE 19801 302-427-4293 ------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 23, 2001; August 28, 2001 ------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 12 Pages) __________ *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. 37937A107 13D Page 2 of 12 Pages - -------------------------------------------------------------------------------- 1. Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) INTERACTIVE TECHNOLOGY HOLDINGS, LLC - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds* AF; OO - -------------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- Number of Shares 7. Sole Voting Power -0- Beneficially ------------------------------------------------------------------ Owned by 8. Shared Voting Power 20,867,096 (1)(2) Each ------------------------------------------------------------------ Reporting 9. Sole Dispositive Power -0- Person With ------------------------------------------------------------------ 10. Shared Dispositive Power 13,800,000 (1) - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 20,867,096 (1)(2) - -------------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 52.5% (1)(2) - -------------------------------------------------------------------------------- 14. Type of Reporting Person* OO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! __________ Explanation of Responses: (1) Includes warrants to purchase 4,800,000 shares of Common Stock, which warrants are exercisable at various exercise prices and over various periods of time. (2) Includes 7,067,096 shares of Common Stock held by an unrelated party who has granted one of the Reporting Persons a right to vote all of the shares of Common Stock beneficially owned by such party, in the manner set forth in a voting agreement made between Interactive Technology Holdings, LLC and such unrelated party. CUSIP No. 37937A107 13D Page 3 of 12 Pages - -------------------------------------------------------------------------------- 1. Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) QK HOLDINGS, INC. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [ X ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds* AF - -------------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- Number of Shares 7. Sole Voting Power -0- Beneficially ------------------------------------------------------------------ Owned by 8. Shared Voting Power 20,867,096 (1)(2) Each ------------------------------------------------------------------ Reporting 9. Sole Dispositive Power -0- Person With ------------------------------------------------------------------ 10. Shared Dispositive Power 13,800,000 (1) - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 20,867,096 (1)(2) - -------------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 52.5% (1)(2) - -------------------------------------------------------------------------------- 14. Type of Reporting Person* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! __________ Explanation of Responses: (1) Includes warrants to purchase 4,800,000 shares of Common Stock, which warrants are exercisable at various exercise prices and over various periods of time. (2) Includes 7,067,096 shares of Common Stock held by an unrelated party who has granted one of the Reporting Persons a right to vote all of the shares of Common Stock beneficially owned by such party, in the manner set forth in a voting agreement made between Interactive Technology Holdings, LLC and such unrelated party. CUSIP No. 37937A107 13D Page 4 of 12 Pages - -------------------------------------------------------------------------------- 1. Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) COMCAST CORPORATION - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [ X ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds* WC - -------------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Pennsylvania - -------------------------------------------------------------------------------- Number of Shares 7. Sole Voting Power -0- Beneficially ------------------------------------------------------------------ Owned by 8. Shared Voting Power 20,867,096 (1)(2) Each ------------------------------------------------------------------ Reporting 9. Sole Dispositive Power -0- Person With ------------------------------------------------------------------ 10. Shared Dispositive Power 13,800,000 (1) - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 20,867,096 (1)(2) - -------------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 52.5% (1)(2) - -------------------------------------------------------------------------------- 14. Type of Reporting Person* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! __________ Explanation of Responses: (1) Includes warrants to purchase 4,800,000 shares of Common Stock, which warrants are exercisable at various exercise prices and over various periods of time. (2) Includes 7,067,096 shares of Common Stock held by an unrelated party who has granted one of the Reporting Persons a right to vote all of the shares of Common Stock beneficially owned by such party, in the manner set forth in a voting agreement made between Interactive Technology Holdings, LLC and such unrelated party. CUSIP No. 37937A107 13D Page 5 of 12 Pages - -------------------------------------------------------------------------------- 1. Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) QVC, INC. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds* WC - -------------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- Number of Shares 7. Sole Voting Power -0- Beneficially ------------------------------------------------------------------ Owned by 8. Shared Voting Power 20,867,096 (1)(2) Each ------------------------------------------------------------------ Reporting 9. Sole Dispositive Power -0- Person With ------------------------------------------------------------------ 10. Shared Dispositive Power 13,800,000 (1) - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 20,867,096 (1)(2) - -------------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 52.5% (1)(2) - -------------------------------------------------------------------------------- 14. Type of Reporting Person* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! __________ Explanation of Responses: (1) Includes warrants to purchase 4,800,000 shares of Common Stock, which warrants are exercisable at various exercise prices and over various periods of time. (2) Includes 7,067,096 shares of Common Stock held by an unrelated party who has granted one of the Reporting Persons a right to vote all of the shares of Common Stock beneficially owned by such party, in the manner set forth in a voting agreement made between Interactive Technology Holdings, LLC and such unrelated party. CUSIP No. 37937A107 13D Page 6 of 12 Pages - -------------------------------------------------------------------------------- 1. Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) COMCAST PROGRAMMING HOLDINGS, INC. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [ X ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds* AF - -------------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- Number of Shares 7. Sole Voting Power -0- Beneficially ------------------------------------------------------------------ Owned by 8. Shared Voting Power 20,867,096 (1)(2) Each ------------------------------------------------------------------ Reporting 9. Sole Dispositive Power -0- Person With ------------------------------------------------------------------ 10. Shared Dispositive Power 13,800,000 (1) - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 20,867,096 (1)(2) - -------------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 52.5% (1)(2) - -------------------------------------------------------------------------------- 14. Type of Reporting Person* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! __________ Explanation of Responses: (1) Includes warrants to purchase 4,800,000 shares of Common Stock, which warrants are exercisable at various exercise prices and over various periods of time. (2) Includes 7,067,096 shares of Common Stock held by an unrelated party who has granted one of the Reporting Persons a right to vote all of the shares of Common Stock beneficially owned by such party, in the manner set forth in a voting agreement made between Interactive Technology Holdings, LLC and such unrelated party. CUSIP No. 37937A107 13D Page 7 of 12 Pages - -------------------------------------------------------------------------------- 1. Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) COMCAST QVC, INC. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [ X ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds* AF - -------------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- Number of Shares 7. Sole Voting Power -0- Beneficially ------------------------------------------------------------------ Owned by 8. Shared Voting Power 20,867,096 (1)(2) Each ------------------------------------------------------------------ Reporting 9. Sole Dispositive Power -0- Person With ------------------------------------------------------------------ 10. Shared Dispositive Power 13,800,000 (1) - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 20,867,096 (1)(2) - -------------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 52.5% (1)(2) - -------------------------------------------------------------------------------- 14. Type of Reporting Person* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! __________ Explanation of Responses: (1) Includes warrants to purchase 4,800,000 shares of Common Stock, which warrants are exercisable at various exercise prices and over various periods of time. (2) Includes 7,067,096 shares of Common Stock held by an unrelated party who has granted one of the Reporting Persons a right to vote all of the shares of Common Stock beneficially owned by such party, in the manner set forth in a voting agreement made between Interactive Technology Holdings, LLC and such unrelated party. Introduction - ------------ This Amendment No. 2 to Schedule 13D (this "Amendment") amends and supplements the Statement on Schedule 13D filed on September 22, 2000, as amended and supplemented by Amendment No. 1 thereto filed on October 6, 2000 (as so amended, the "Original Filing"), on behalf of Interactive Technology Holdings, L.L.C., QK Holdings, Inc., Comcast Corporation, QVC, Inc., Comcast Programming Holdings, Inc., and Comcast QVC, Inc. Capitalized terms used and not defined in this Amendment have the meanings set forth in the Original Filing. References to "herein" and "hereof" are references to the Original Filing, as amended by this Amendment. The purpose of this Amendment is to include among the number of shares of the Company's Common Stock beneficially owned by the Reporting Persons (1) the shares of Common Stock acquired by Interactive on August 23, 2001 pursuant to the Stock Purchase Agreement, dated as of July 20, 2001 (the "2001 Purchase Agreement"), among the Company, Rubin and Interactive, and (2) the warrants to purchase an aggregate of 300,000 shares of Common Stock at an exercise price of $6.00 per share, which warrants were received by Interactive on August 28, 2001 in consideration for certain corporate development services performed by Interactive on behalf of the Company. Item 1. Security and Company. Not modified. Item 2. Identity and Background. Not modified. Item 3. Source and Amount of Funds or Other Consideration. Item 3 of the Original Filing is hereby amended and supplemented to include the following: The aggregate consideration paid by Interactive to the Company and Rubin for the shares of Common Stock purchased by Interactive from the Company and Rubin pursuant to the 2001 Purchase Agreement was $40,000,000, which aggregate consideration was funded with a capital contribution of $12,000,000 from working capital of Comcast and a capital contribution of $28,000,000 from working capital of QVC. The warrants received by Interactive on August 28, 2001 were issued in consideration for certain corporate development services performed by Interactive on behalf of the Company. Item 4. Purpose of Transaction. Item 4 of the Original Filing is hereby amended and supplemented to include the following: Pursuant to the 2001 Purchase Agreement, at the closing held on August 23, 2001, Interactive acquired (1) an additional 3,000,000 shares of Common Stock of the Company from the Company at a purchase price of $10.00 per share and (2) an additional 1,000,000 shares of Common Stock of the Company from Rubin at a purchase price of $10.00 per share. The 2001 Purchase Agreement, among other things, clarifies certain provisions of the Purchase Agreement that are described in the Original Filing. In particular, with respect to Interactive's right, based on its maintenance of certain share ownership thresholds, to designate up to two members of the Company's board of directors and, if no directors are so designated, to designate one representative to attend all board meetings in a non-voting capacity, the 2001 Purchase Agreement clarifies that Interactive is entitled to Page 8 of 12 Pages include all shares of Common Stock acquired under the 2001 Purchase Agreement, as well as any other shares of Common Stock acquired thereafter, for the purpose of determining whether such ownership thresholds are met. As a condition to the closing under the 2001 Purchase Agreement, the Company, Interactive, Rubin and SOFTBANK entered into a letter agreement, dated as of July 20, 2001 (the "SOFTBANK Letter Agreement"), pursuant to which, among other things, the Company and SOFTBANK amended the Stock Purchase Agreement, dated as of April 28, 2000, between the Company and SOFTBANK, as amended (the "SOFTBANK Purchase Agreement"), and Rubin and SOFTBANK amended the Restated Voting Agreement, dated as of May 1, 2000, between SOFTBANK and Rubin, as amended, in order to reduce the number of members of the Company's board of directors that SOFTBANK has the right to designate from three to two. The SOFTBANK Letter Agreement, together with the 2001 Purchase Agreement, further provides that, to the extent the director designation provisions contained in the Purchase Agreement and the SOFTBANK Purchase Agreement, as described above, are incorporated by reference into the SOFTBANK Voting Agreement, Interactive and SOFTBANK consent to the changes to such provisions as described above. The 2001 Purchase Agreement further provides that, to the extent the director designation provision contained in the Purchase Agreement, as described above, is incorporated by reference into the Rubin Voting Agreement, Rubin consents to the changes to such provision as described above. Also as a condition to the closing under the 2001 Purchase Agreement, the Company, Interactive, SOFTBANK and Rustic Canyon Ventures, L.P. (formerly known as TMCT Ventures, L.P.) entered into a Second Amendment to the Second Amended and Restated Registration Rights Agreement, dated as of September 13, 2000, among those same parties (as amended, the "Registration Rights Agreement") in order to extend the demand and incidental registration rights granted by the Company to Interactive with respect to the Common Stock acquired by Interactive pursuant to the Purchase Agreement to the Common Stock acquired by Interactive pursuant to the 2001 Purchase Agreement. On August 28, 2001, in a transaction unrelated to the 2001 Purchase Agreement described above, Interactive received warrants to purchase an aggregate of 300,000 shares of Common Stock at an exercise price of $6.00 per share. These warrants become exercisable in full on October 18, 2001 and expire after July 19, 2006. These warrants were issued to Interactive in consideration for certain corporate development services performed by Interactive on behalf of the Company. Item 5. Interest in Securities of the Company. Item 5 of the Original Filing is hereby amended by replacing the first paragraph in its entirety with the following: Based upon information represented by the Company in the 2001 Purchase Agreement, as of July 31, 2001, and assuming exercise of all warrants to purchase Common Stock of which Interactive has beneficial ownership, the total number of shares of Common Stock outstanding was 39,776,879. As of the date of filing of this Amendment, and assuming exercise of all warrants to purchase Common Stock of which Interactive has beneficial ownership, under Rule 13d-3, Interactive has dispositive power over 13,800,000 shares of Common Stock constituting approximately 34.7% of the outstanding shares of Common Stock and shares voting power over 20,867,096 shares of Common Stock constituting approximately 52.5% of the outstanding shares of Common Stock. By virtue of the relationship among the Reporting Persons (see Item 2 herein), the Reporting Persons may be deemed to have shared voting and dispositive power of the shares of Common Stock of the Company beneficially owned by Interactive. In addition, Lawrence S. Smith, Executive Vice President of Comcast Corporation, has sole dispositive and voting power over 1,000 shares of Common Stock constituting less than 1% of the outstanding shares of Common Stock. Page 9 of 12 Pages Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Company. Item 6 of the Original Filing is hereby amended and supplemented to include the following: Interactive also entered into the 2001 Purchase Agreement, the SOFTBANK Letter Agreement and the Second Amendment to the Registration Rights Agreement, as described in Item 4. Item 7. Material Filed as Exhibits. 1. Stock and Warrant Purchase Agreement, dated September 13, 2000, between Interactive Technology Holdings, L.L.C. and Global Sports, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of the Company filed on September 20, 2000). 2. Second Amended and Restated Registration Rights Agreement, dated as of September 13, 2000, by and among Global Sports, Inc. and the Holders Listed on the Signature Pages thereto (incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K of the Company filed on September 20, 2000). 3. Voting Agreement, dated as of September 13, 2000, between Interactive Technology Holdings, L.L.C. and Michael G. Rubin (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of the Company filed on September 20, 2000). 4. Voting Agreement, dated as of September 13, 2000, between Interactive Technology Holdings, L.L.C. and SOFTBANK Capital Partners L.P. and SOFTBANK Capital Advisors Fund L.P. (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K of the Company filed on September 20, 2000). 5. Stock Purchase Agreement, dated as of July 20, 2001, among Interactive Technology Holdings, L.L.C., Global Sports, Inc. and Michael G. Rubin (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of the Company filed on August 27, 2001). 6. Second Amendment to Second Amended and Restated Registration Rights Agreement made as of July 20, 2001 by and among Global Sports, Inc. and the Holders Listed on the Signature Pages to the Second Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K of the Company filed on August 27, 2001). 7. Letter Agreement, dated July 20, 2001, among Global Sports, Inc., Interactive Technology Holdings, L.L.C., Michael G. Rubin, SOFTBANK Capital Partners L.P. and SOFTBANK Capital Advisors Fund L.P. (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of the Company filed on August 27, 2001). 8. Joint Filing Agreement, dated as of September 22, 2000, by and among the Reporting Persons (previously filed on September 22, 2000, as Exhibit 5 to the Original Filing). 9. Amended and Restated Executive Officers and Directors of the Reporting Persons (filed herewith). Page 10 of 12 Pages SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: August 29, 2001 INTERACTIVE TECHNOLOGY HOLDINGS, L.L.C. By: QK Holdings, Inc., its Managing Member By: /s/ David Apostolico -------------------------------------------- Name: David Apostolico Title: President of QK Holdings, Inc. QK HOLDINGS, INC. By: /s/ David Apostolico -------------------------------------------- Name: David Apostolico Title: President of QK Holdings, Inc. COMCAST CORPORATION By: /s/ Kenneth Mikalauskas -------------------------------------------- Name: Kenneth Mikalauskas Title: Vice President - Finance QVC, INC. By: /s/ Neal S. Grabell -------------------------------------------- Name: Neal S. Grabell Title: General Counsel Comcast Programming Holdings, Inc. By: /s/ Rosemarie S. Teta -------------------------------------------- Name: Rosemarie S. Teta Title: Vice President Comcast QVC, Inc. By: /s/ Rosemarie S. Teta -------------------------------------------- Name: Rosemarie S. Teta Title: Vice President Page 11 of 12 Pages Index to Exhibits 10.1. Stock and Warrant Purchase Agreement, dated September 13, 2000, between Interactive Technology Holdings, L.L.C. and Global Sports, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of the Company filed on September 20, 2000). 10.2. Second Amended and Restated Registration Rights Agreement, dated as of September 13, 2000, by and among Global Sports, Inc. and the Holders Listed on the Signature Pages thereto (incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K of the Company filed on September 20, 2000). 10.3. Voting Agreement, dated as of September 13, 2000, between Interactive Technology Holdings, L.L.C. and Michael G. Rubin (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of the Company filed on September 20, 2000). 10.4. Voting Agreement, dated as of September 13, 2000, between Interactive Technology Holdings, L.L.C. and SOFTBANK Capital Partners L.P., and SOFTBANK Capital Advisors Fund L.P. (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K of the Company filed on September 20, 2000). 10.5. Stock Purchase Agreement, dated as of July 20, 2001, among Interactive Technology Holdings, L.L.C., Global Sports, Inc. and Michael G. Rubin (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of the Company filed on August 27, 2001). 10.6. Second Amendment to Second Amended and Restated Registration Rights Agreement made as of July 20, 2001 by and among Global Sports, Inc. and the Holders Listed on the Signature Pages to the Second Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K of the Company filed on August 27, 2001). 10.7. Letter Agreement, dated July 20, 2001, among Global Sports, Inc., Interactive Technology Holdings, L.L.C., Michael G. Rubin, SOFTBANK Capital Partners L.P. and SOFTBANK Capital Advisors Fund L.P. (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of the Company filed on August 27, 2001). 10.8. Joint Filing Agreement, dated as of September 22, 2000, by and among the Reporting Persons (previously filed on September 22, 2000, as Exhibit 10.5 to the Original Filing). 99.1. Amended and Restated Executive Officers and Directors of the Reporting Persons (filed herewith). Page 12 of 12 Pages EX-99 3 ex99.txt EXHIBIT 99 Exhibit 99.1 Amended and Restated Directors and Executive Officers of the Reporting Persons Directors and Executive Officers of QK Holdings, Inc., Managing Member of Interactive Technology Holdings, L.L.C.:
Name Position Principal Occupation and Principal Business in Business Address which such Employment is Conducted David M. Apostolico President, Treasurer and Associate General Counsel Retailing of general Director of QVC merchandise through Studio Park electronic media 1200 Wilson Drive West Chester, PA 19380 Gerald Timlin Vice President, Secretary Director of Treasury Retailing of general and Director Operations of QVC merchandise through Studio Park electronic media 1200 Wilson Drive West Chester, PA 19380 James J. Woods, Jr. Vice President, Assistant Partner Practice of Law Secretary and Director Connolly Bove Lodge & Hutz LLP 1220 Market Street P.O. Box 2207 Wilmington, DE 19899
Executive Officers and Directors of Comcast Corporation:
Name Position with Comcast Principal Occupation and Principal Business in Business Address which such Employment is Conducted Ralph J. Roberts Executive Officer and Chairman of the Board of Ownership and operation Director Directors of Comcast of cable television 1500 Market Street systems and broadband Philadelphia, PA 19102 communications services Julian A. Brodsky Executive Officer and Vice Chairman of the Board of Ownership and operation Director Directors of Comcast of cable television 1500 Market Street systems and broadband Philadelphia, PA 19102 communications services Brian L. Roberts Executive Officer and President of Comcast Ownership and operation Director 1500 Market Street of cable television Philadelphia, PA 19102 systems and broadband communications services John R. Alchin* Executive Officer Executive Vice President and Ownership and operation Treasurer of Comcast of cable television 1500 Market Street systems and broadband Philadelphia, PA 19102 communications services Lawrence S. Smith Executive Officer Executive Vice President of Ownership and operation Comcast of cable television 1500 Market Street systems and broadband Philadelphia, PA 19102 communications services Stanley L. Wang Executive Officer Executive Vice President of Ownership and operation Comcast of cable television 1500 Market Street systems and broadband Philadelphia, PA 19102 communications services Lawrence J. Salva Executive Officer Senior Vice President and Ownership and operation Principal Accounting Officer of cable television of Comcast systems and broadband 1500 Market Street communications services Philadelphia, PA 19102 Sheldon M. Bonovitz Director Partner in the law firm of Practice of law Duane Morris and Heckscher LLP 4200 One Liberty Place Philadelphia, PA 19103 __________ * Citizen of Australia -2- Joseph L. Castle, II Director President of Castle Energy Financial Consulting Corporation and operation of an One Valley Square independent oil and gas Suite 101 exploration and 512 Township Line Rd production company Blue Bell, PA 191422 Bernard C. Watson Director Director of Comcast Ownership and operation 1500 Market Street of cable television Philadelphia, PA 19102 systems and broadband communications services Irving A. Wechsler Director Counsel in the firm of Accounting Wechsler, Myers & Walsh, Certified Public Accountants One Oliver Plaza Pittsburgh, PA 15222 Anne Wexler Director Chairman of The Wexler Group Consulting firm 1317 F. Street, N.W. specializing in Suite 600 government Washington, D.C. 20004 Decker Anstrom Director President and CEO of The Ownership and operation Weather Channel of cable programming 3000 Interstate North Parkway channel Atlanta, GA 30339 Felix G. Rohatyn Director Rohatyn Associates, LLC Consulting firm 30 Rockefeller Plaza specializing in Suite 5000 mergers, acquisitions New York, NY 10020 and corporate financial advice
-3- Directors and Executive Officers of QVC, Inc.
Name Position with QVC Principal Occupation and Principal Business in Business Address which such Employment is Conducted Ralph J. Roberts Chairman of the Board and Chairman of the Board of Ownership and operation Director Directors of Comcast of cable television 1500 Market Street systems and broadband Philadelphia, PA 19102 communications services Julian A. Brodsky Vice Chairman, Assistant Vice Chairman of the Board of Ownership and operation Treasurer, Assistant Directors of Comcast of cable television Secretary and Director 1500 Market Street systems and broadband Philadelphia, PA 19102 communications services Brian L. Roberts Vice Chairman and Director President of Comcast Ownership and operation 1500 Market Street of cable television Philadelphia, PA 19102 systems and broadband communications services John R. Alchin* Senior Vice President, Executive Vice President and Ownership and operation Assistant Treasurer and Treasurer of Comcast of cable television Director 1500 Market Street systems and broadband Philadelphia, PA 19102 communications services Lawrence S. Smith Senior Vice President and Executive Vice President of Ownership and operation Director Comcast of cable television 1500 Market Street systems and broadband Philadelphia, PA 19102 communications services __________ * Citizen of Australia -4- Stanley L. Wang Senior Vice President, Executive Vice President of Ownership and operation Assistant Secretary and Comcast of cable television Director 1500 Market Street systems and broadband Philadelphia, PA 19102 communications services Douglas S. Briggs Executive Officer President of QVC Retailing of general Studio Park merchandise through 1200 Wilson Drive West electronic media Chester, PA 19380 Robert E. Cadigan Executive Officer Executive Vice President of Retailing of general Programming & Broadcasting of merchandise through QVC electronic media Studio Park 1200 Wilson Drive West Chester, PA 19380 William F. Costello Executive Officer Executive Vice President and Retailing of general Chief Financial Officer of QVC merchandise through Studio Park electronic media 1200 Wilson Drive West Chester, PA 19380 Darlene M. Dagget Executive Officer Executive Vice President of Retailing of general Merchandising of QVC merchandise through Studio Park electronic media 1200 Wilson Drive West Chester, PA 19380 Thomas G. Downs Executive Officer Executive Vice President of Retailing of general Operations & Services of QVC merchandise through Studio Park electronic media 1200 Wilson Drive West Chester, PA 19380 Neal Grabell Executive Officer Senior Vice President and Retailing of general Secretary of QVC merchandise through Studio Park electronic media 1200 Wilson Drive West Chester, PA 19380 -5- Randy Ronning Executive Officer Executive Vice President of Retailing of general Affiliate Relations, iQVC and merchandise through New Business Development of electronic media QVC Studio Park 1200 Wilson Drive West Chester, PA 19380
Directors and Executive Officers of Comcast Programming Holdings, Inc.
Name Position with Holdings Principal Occupation and Principal Business in Business Address which such Employment is Conducted C. Stephen Backstrom Vice President and Director Vice President of Taxation Ownership and operation of of Comcast cable television systems 1500 Market Street and broadband Philadelphia, PA 19102 communications services Judie M. Dionglay Vice President and Director Vice President of Comcast Investment services Capital Corporation 1201 N. Market Street Suite 1405 Wilmington, DE 19801 William E. Dordelman Vice President and Director Vice President of Finance Ownership and operation of of Comcast cable television systems 1500 Market Street and broadband Philadelphia, PA 19102 communications services Abram E. Patlove President and Director President of Comcast Investment services Capital Corporation 1201 N. Market Street Suite 1405 Wilmington, DE 19801 Rosemarie S. Teta Vice President Vice President of Comcast Investment services Capital Corporation 1201 N. Market Street Suite 1405 Wilmington, DE 19801
-6- Directors and Executive Officers of Comcast QVC, Inc.
Name Position Principal Occupation and Principal Business in Business Address which such Employment is Conducted C. Stephen Backstrom Vice President and Director Vice President of Taxation Ownership and operation of of Comcast cable television systems 1500 Market Street and broadband Philadelphia, PA 19102 communications services Judie M. Dionglay Vice President and Director Vice President of Comcast Investment services Capital Corporation 1201 N. Market Street Suite 1405 Wilmington, DE 19801 William E. Dordelman Vice President and Director Vice President of Finance Ownership and operation of of Comcast cable television systems 1500 Market Street and broadband Philadelphia, PA 19102 communications services Abram E. Patlove President and Director President of Comcast Investment services Capital Corporation 1201 N. Market Street Suite 1405 Wilmington, DE 19801 Rosemarie S. Teta Vice President Vice President of Comcast Investment services Capital Corporation 1201 N. Market Street Suite 1405 Wilmington, DE 19801
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