-----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, IgchFWhaW+DjmX55JjGm14se1jy1mCT+TmNlyD5EdOr4EGAZsIav4UpdtfSytIJz ur9VupgQuq2uWQM9lfkJBw== 0000950159-03-000627.txt : 20030729 0000950159-03-000627.hdr.sgml : 20030729 20030729164148 ACCESSION NUMBER: 0000950159-03-000627 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030729 GROUP MEMBERS: COMCAST HOLDINGS CORPORATION 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: GSI COMMERCE 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: 03809068 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 FORMER COMPANY: FORMER CONFORMED NAME: GLOBAL SPORTS INC DATE OF NAME CHANGE: 19971223 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMCAST CORP CENTRAL INDEX KEY: 0001166691 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 270000798 STATE OF INCORPORATION: PA FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 1500 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19102 FORMER COMPANY: FORMER CONFORMED NAME: AT&T COMCAST CORP DATE OF NAME CHANGE: 20020206 SC 13D/A 1 corp13da7-03.txt 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. 4)* GSI Commerce, 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, LLC 3411 Silverside Road Bancroft Building, Suite 205C Wilmington, DE 19810 302-478-9357 ---------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 25, 2003 ---------------------------------------- (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 13 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 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 13 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 Beneficially Owned by Each Reporting 7. Sole Voting Power -0- Person With 8. Shared Voting Power 18,738,496(1)(2) 9. Sole Dispositive Power -0- 10. Shared Dispositive Power 11,097,900(1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 18,738,496 (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) 45.3% (1)(2) 14. Type of Reporting Person* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! - -------------------- Explanation of Responses: (1) Includes warrants to purchase 300,000 shares of the common stock, par value $0.01 per share (the "Common Stock"), of GSI Commerce, Inc. (the "Company"), which warrants are exercisable at $6.00 per share at any time on or before July 19, 2006. (2) Includes 7,640,596 shares of Common Stock beneficially owned 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. The foregoing number of shares of Common Stock is based upon information with respect to such unrelated party represented by the Company in its Annual Report on Form 10-K for the fiscal year ended December 28, 2002, as supplemented by information represented by such unrelated party in a Form 4 dated May 9, 2003. CUSIP No. 37937A107 13D Page 3 of 13 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 Beneficially Owned by Each Reporting 7. Sole Voting Power -0- Person With 8. Shared Voting Power 18,738,496 (1)(2) 9. Sole Dispositive Power -0- 10. Shared Dispositive Power 11,097,900 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 18,738,496 (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) 45.3% (1)(2) 14. Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! ___________________________ Explanation of Responses: (1) Includes warrants to purchase 300,000 shares of Common Stock, which warrants are exercisable at $6.00 per share at any time on or before July 19, 2006. (2) Includes 7,640,596 shares of Common Stock beneficially owned 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. The foregoing number of shares of Common Stock is based upon information with respect to such unrelated party represented by the Company in its Annual Report on Form 10-K for the fiscal year ended December 28, 2002, as supplemented by information represented by such unrelated party in a Form 4 dated May 9, 2003. CUSIP No. 37937A107 13D Page 4 of 13 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 Beneficially Owned by Each Reporting 7. Sole Voting Power -0- Person With 8. Shared Voting Power 18,738,496 (1)(2) 9. Sole Dispositive Power -0- 10. Shared Dispositive Power 11,097,900 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 18,738,496 (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) 45.3% (1)(2) 14. Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! ____________________________ Explanation of Responses: (1) Includes warrants to purchase 300,000 shares of Common Stock, which warrants are exercisable at $6.00 per share at any time on or before July 19, 2006. (2) Includes 7,640,596 shares of Common Stock beneficially owned 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. The foregoing number of shares of Common Stock is based upon information with respect to such unrelated party represented by the Company in its Annual Report on Form 10-K for the fiscal year ended December 28, 2002, as supplemented by information represented by such unrelated party in a Form 4 dated May 9, 2003. CUSIP No. 37937A107 13D Page 5 of 13 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 Beneficially Owned by Each Reporting 7. Sole Voting Power -0- Person With 8. Shared Voting Power 18,738,496 (1)(2) 9. Sole Dispositive Power -0- 10. Shared Dispositive Power 11,097,900 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 18,738,496 (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) 45.3% (1)(2) 14. Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! ___________________________ Explanation of Responses: (1) Includes warrants to purchase 300,000 shares of Common Stock, which warrants are exercisable at $6.00 per share at any time on or before July 19, 2006. (2) Includes 7,640,596 shares of Common Stock beneficially owned 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. The foregoing number of shares of Common Stock is based upon information with respect to such unrelated party represented by the Company in its Annual Report on Form 10-K for the fiscal year ended December 28, 2002, as supplemented by information represented by such unrelated party in a Form 4 dated May 9, 2003. CUSIP No. 37937A107 13D Page 6 of 13 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 Beneficially Owned by Each Reporting 7. Sole Voting Power -0- Person With 8. Shared Voting Power 18,738,496 (1)(2) 9. Sole Dispositive Power -0- 10. Shared Dispositive Power 11,097,900 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 18,738,496 (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) 45.3% (1)(2) 14. Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! _________________________ Explanation of Responses: (1) Includes warrants to purchase 300,000 shares of Common Stock, which warrants are exercisable at $6.00 per share at any time on or before July 19, 2006. (2) Includes 7,640,596 shares of Common Stock beneficially owned 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. The foregoing number of shares of Common Stock is based upon information with respect to such unrelated party represented by the Company in its Annual Report on Form 10-K for the fiscal year ended December 28, 2002, as supplemented by information represented by such unrelated party in a Form 4 dated May 9, 2003. CUSIP No. 37937A107 13D Page 7 of 13 Pages 1. Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Comcast Holdings Corporation (f/k/a Comcast Corporation) 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 Pennsylvania Number of Shares Beneficially Owned by Each Reporting 7. Sole Voting Power -0- Person With 8. Shared Voting Power 18,738,496 (1)(2) 9. Sole Dispositive Power -0- 10. Shared Dispositive Power 11,097,900 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 18,738,496 (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) 45.3% (1)(2) 14. Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! _________________________ Explanation of Responses: (1) Includes warrants to purchase 300,000 shares of Common Stock, which warrants are exercisable at $6.00 per share at any time on or before July 19, 2006. (2) Includes 7,640,596 shares of Common Stock beneficially owned 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. The foregoing number of shares of Common Stock is based upon information with respect to such unrelated party represented by the Company in its Annual Report on Form 10-K for the fiscal year ended December 28, 2002, as supplemented by information represented by such unrelated party in a Form 4 dated May 9, 2003. CUSIP No. 37937A107 13D Page 8 of 13 Pages 1. Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Comcast Corporation (f/k/a AT&T 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 Beneficially Owned by Each Reporting 7. Sole Voting Power -0- Person With 8. Shared Voting Power 18,738,496 (1)(2) 9. Sole Dispositive Power -0- 10. Shared Dispositive Power 11,097,900 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 18,738,496 (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) 45.3% (1)(2) 14. Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! _________________________ Explanation of Responses: (1) Includes warrants to purchase 300,000 shares of Common Stock, which warrants are exercisable at $6.00 per share at any time on or before July 19, 2006. (2) Includes 7,640,596 shares of Common Stock beneficially owned 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. The foregoing number of shares of Common Stock is based upon information with respect to such unrelated party represented by the Company in its Annual Report on Form 10-K for the fiscal year ended December 28, 2002, as supplemented by information represented by such unrelated party in a Form 4 dated May 9, 2003. Introduction - ------------ This Amendment No. 4 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, Amendment No. 2 thereto filed on August 29, 2001 and Amendment No. 3 thereto filed on May 19, 2003 (as so amended, the "Original Filing"), on behalf of Interactive Technology Holdings, LLC, QK Holdings, Inc., QVC, Inc., Comcast QVC, Inc., Comcast Programming Holdings, Inc., Comcast Holdings Corporation (f/k/a Comcast Corporation) and Comcast Corporation (f/k/a AT&T Comcast Corporation). 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 (1) to include among the number of shares of the common stock, par value $0.01 per share (the "Common Stock"), of GSI Commerce, Inc. (the "Company") beneficially owned by the Reporting Persons the 1,650,000 shares of Common Stock acquired by Interactive Technology Holdings, LLC ("Interactive") on July 25, 2003 pursuant to the Stock and Warrant Exchange Agreement, dated as of such date (the "Exchange Agreement"), between the Company and Interactive, and (2) to remove from the number of shares of the Company's Common Stock beneficially owned by the Reporting Persons the shares of Common Stock previously issuable upon exercise of certain warrants to purchase shares of the Company's Common Stock, which warrants were disposed of by Interactive pursuant to the Exchange Agreement in exchange for the shares of Common Stock issued to Interactive thereunder. 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: Interactive acquired the 1,650,000 shares of Common Stock pursuant to the Exchange Agreement in consideration for the disposition by Interactive of the following warrants to purchase shares of Common Stock, which warrants were previously issued by the Company to Interactive pursuant to the Purchase Agreement: (i) warrant dated September 13, 2000 to purchase 900,000 shares of Common Stock for an exercise price of $10.00 per share at any time on or before September 12, 2005; (ii) warrant dated September 13, 2000 to purchase 720,000 shares of Common Stock for an exercise price of $8.15 per share at any time on or before September 12, 2005; (iii) warrant dated October 4, 2000 to purchase 1,600,000 shares of Common Stock for an exercise price of $10.00 per share at any time on or before October 3, 2005; and (iv) warrant dated October 4, 2000 to purchase 1,280,000 shares of Common Stock for an exercise price of $8.15 per share at any time on or before October 3, 2005. Item 4. Purpose of Transaction. Item 4 of the Original Filing is hereby amended and supplemented to include the following: Pursuant to the Exchange Agreement, at the closing held on July 25, 2003, Interactive acquired an additional 1,650,000 shares of Common Stock of the Company from the Company in exchange for the disposition by Interactive of warrants to purchase an aggregate of 4,500,000 shares of Common Stock of the Company, which warrants were exercisable at various exercise prices and over various periods of time. Page 9 OF 9 Pages As a condition to the closing under the Exchange Agreement, the Company, Interactive, SOFTBANK and Rustic Canyon Ventures, L.P. (formerly known as TMCT Ventures, L.P.) entered into a Third 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 and the 2001 Purchase Agreement to the Common Stock acquired by Interactive pursuant to the Exchange Agreement. 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 Exchange Agreement as of July 18, 2003, and assuming exercise of all warrants to purchase Common Stock of which Interactive has beneficial ownership and all options to purchase Common Stock of which Rubin has beneficial ownership, as of July 18, 2003, the total number of shares of Common Stock outstanding was 41,343,763. Based upon such total number of shares of Common Stock, 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 and all options to purchase Common Stock of which Rubin has beneficial ownership, under Rule 13d-3, Interactive has dispositive power over 11,097,900 shares of Common Stock constituting approximately 26.8% of the outstanding shares of Common Stock and shares voting power over 18,738,496 shares of Common Stock constituting approximately 45.3% 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, Co-Chief Financial Officer and 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. 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 Exchange Agreement and the Third Amendment to the Registration Rights Agreement, as described in Item 4. Item 7. Material Filed as Exhibits. 10.1. Stock and Warrant Purchase Agreement, dated September 13, 2000, between Interactive Technology Holdings, LLC 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, LLC 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). Page 10 OF 10 Pages 10.4. Voting Agreement, dated as of September 13, 2000, between Interactive Technology Holdings, LLC 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, LLC, 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, LLC, 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. Stock and Warrant Exchange Agreement, dated as of July 25, 2003, between Interactive Technology Holdings, LLC and GSI Commerce, Inc. (f/k/a Global Sports, Inc.) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company filed on July 29, 2003). 10.9. Third Amendment to Second Amended and Restated Registration Rights Agreement made as of July 25, 2003 by and among GSI Commerce, Inc. (f/k/a 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 4.1 to the Current Report on Form 8-K of the Company filed on July 29, 2003). 10.10. Amended and Restated Joint Filing Agreement, dated as of May 16, 2003, by and among the Reporting Persons (previously filed on May 19, 2003, as Exhibit 10.8 to the Original Filing). 99.1. Amended and Restated Executive Officers and Directors of the Reporting Persons (filed herewith). Page 11 OF 11 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: July 29, 2003 INTERACTIVE TECHNOLOGY HOLDINGS, LLC By: QK Holdings, Inc., its Managing Member By: /s/ David M. Apostolico -------------------------------------------- Name: David M. Apostolico Title: President of QK Holdings, Inc. QK HOLDINGS, INC. By: /s/ David M. Apostolico -------------------------------------------------- Name: David M. Apostolico Title: President QVC, INC. By: /s/ Neal S. Grabell -------------------------------------------------- Name: Neal S. Grabell Title: General Counsel COMCAST QVC, INC. By: /s/ Rosemarie S. Teta -------------------------------------------------- Name: Rosemarie S. Teta Title: Vice President COMCAST PROGRAMMING HOLDINGS, INC. By: /s/ Rosemarie S. Teta -------------------------------------------------- Name: Rosemarie S. Teta Title: Vice President COMCAST HOLDINGS CORPORATION By: /s/ Arthur R. Block -------------------------------------------------- Name: Arthur R. Block Title: Senior Vice President COMCAST CORPORATION By: /s/ Arthur R. Block -------------------------------------------------- Name: Arthur R. Block Title: Senior Vice President Page 12 OF 12 Pages Index to Exhibits 10.1. Stock and Warrant Purchase Agreement, dated September 13, 2000, between Interactive Technology Holdings, LLC 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, LLC 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, LLC 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, LLC, 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, LLC, 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. Stock and Warrant Exchange Agreement, dated as of July 25, 2003, between Interactive Technology Holdings, LLC and GSI Commerce, Inc. (f/k/a Global Sports, Inc.) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company filed on July 29, 2003). 10.9. Third Amendment to Second Amended and Restated Registration Rights Agreement made as of July 25, 2003 by and among GSI Commerce, Inc. (f/k/a 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 4.1 to the Current Report on Form 8-K of the Company filed on July 29, 2003). 10.10. Amended and Restated Joint Filing Agreement, dated as of May 16, 2003, by and among the Reporting Persons (previously filed on May 19, 2003, as Exhibit 10.8 to the Original Filing). 99.1. Amended and Restated Executive Officers and Directors of the Reporting Persons (filed herewith). Page 13 OF 13 Pages EX-99.1 3 exhibit99-1.txt Exhibit 99.1 Amended and Restated Directors and Executive Officers of the Reporting Persons Directors and Executive Officers of Comcast Corporation:
Name Position Principal Occupation Principal Business in and Business Address which such Employment is Conducted Ralph J. Roberts Chairman of the Executive Chairman of the Executive Ownership and operation of and Finance Committee of and Finance Committee of cable television systems the Board of Directors and the Board of Directors of and broadband a Director Comcast Corporation communications services 1500 Market Street Philadelphia, PA 19102 C. Michael Armstrong Chairman and Director Chairman of the Board of Ownership and operation of Directors of Comcast cable television systems Corporation and broadband 1500 Market Street communications services Philadelphia, PA 19102 Julian A. Brodsky Vice Chairman and Director Vice Chairman of the Board Ownership and operation of of Directors of Comcast cable television systems Corporation and broadband 1500 Market Street communications services Philadelphia, PA 19102 Brian L. Roberts President, Chief Executive President and Chief Ownership and operation of Officer and Director Executive Officer of cable television systems Comcast Corporation and broadband 1500 Market Street communications services Philadelphia, PA 19102 John R. Alchin* Co-Chief Financial Co-Chief Financial Officer, Ownership and operation of Officer, Executive Vice Executive Vice President cable television systems President and Treasurer and Treasurer of Comcast and broadband Corporation communications services 1500 Market Street Philadelphia, PA 19102 ________________________ * Citizen of Australia Lawrence S. Smith Co-Chief Financial Officer Co-Chief Financial Officer Ownership and operation of and Executive Vice and Executive Vice cable television systems President President of Comcast and broadband Corporation communications services 1500 Market Street Philadelphia, PA 19102 David L. Cohen Executive Vice President Executive Vice President of Ownership and operation of and Assistant Secretary Comcast Corporation cable television systems 1500 Market Street and broadband Philadelphia, PA 19102 communications services Stephen B. Burke Executive Vice President Executive Vice President of Ownership and operation of Comcast Corporation cable television systems 1500 Market Street and broadband Philadelphia, PA 19102 communications services Arthur R. Block Senior Vice President, Senior Vice President of Ownership and operation of Assistant Treasurer and Comcast Corporation cable television systems Secretary 1500 Market Street and broadband Philadelphia, PA 19102 communications services Lawrence J. Salva Senior Vice President and Senior Vice President and Ownership and operation of Controller Controller of Comcast cable television systems Corporation 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 Joseph L. Castle, II Director President of Castle Energy Financial Consulting and Corporation operation of an independent One Radnor Corporate Center oil and gas exploration and Suite 250 production company 100 Matsonford Road Radnor, PA 19087 Kenneth J. Bacon Director Senior Vice President of Multifamily lending and Fannie Mae investment portfolio 3900 Wisconsin Ave., NW Washington, DC 20016 -2- J. Michael Cook Director Retired Chairman and CEO of Accounting Deloitte & Touche LLP 980 Lake Avenue Greenwich, CT 06831 Dr. Judith Rodin Director President of University of Academic institution Pennsylvania 100 College Hall Philadelphia, PA 19014 S. Decker Anstrom Director President and CEO of Ownership Landmark and operation of Communications, Inc. cable programming channel 150 W. Brambleton Ave. Norfolk, VA 23510 Louis A. Simpson Director President and CEO of Geico National property and Corporation casualty insurance P.O. Box 1943 Rancho Santa Fe, CA 92067 Michael I. Sovern Director Chairman of Sotheby's Auction company Holdings, Inc. 1334 York Avenue New York, NY 10021 -3- Directors and Executive Officers of Comcast Holdings Corporation (f/k/a/ Comcast Corporation): Name Position Principal Occupation Principal Business in and Business Address which such Employment is Conducted Brian L. Roberts President, Chief Executive President and Chief Ownership and operation of Officer and Director Executive Officer of cable television systems Comcast Corporation and broadband 1500 Market Street communications services Philadelphia, PA 19102 John R. Alchin* Co-Chief Financial Co-Chief Financial Officer, Ownership and operation of Officer, Executive Vice Executive Vice President cable television systems President and Treasurer and Treasurer of Comcast and broadband Corporation communications services 1500 Market Street Philadelphia, PA 19102 Lawrence S. Smith Co-Chief Financial Co-Chief Financial Officer Ownership and operation of Officer, Executive Vice and Executive Vice cable television systems President and Director President of Comcast and broadband Corporation communications services 1500 Market Street Philadelphia, PA 19102 David L. Cohen Executive Vice President, Executive Vice President of Ownership and operation of Assistant Secretary and Comcast Corporation cable television systems Director 1500 Market Street and broadband Philadelphia, PA 19102 communications services Arthur R. Block Senior Vice President, Senior Vice President of Ownership and operation of Assistant Treasurer, Comcast Corporation cable television systems General Counsel, Secretary 1500 Market Street and broadband and Director Philadelphia, PA 19102 communications services Lawrence J. Salva Senior Vice President and Senior Vice President and Ownership and operation of Controller Controller of Comcast cable television systems Corporation and broadband 1500 Market Street communications services Philadelphia, PA 19102 ________________________ * Citizen of Australia -4- Directors and Executive Officers of Comcast Programming Holdings, Inc. Name Position Principal Occupation Principal Business in and Business Address which such Employment is Conducted C.Stephen Backstrom Vice President, Treasurer, Vice President of Ownership and operation of Assistant Secretary and Taxation of Comcast cable television systems Director Corporation and broadband 1500 Market Street communications services Philadelphia, PA 19102 William E. Dordelman Vice President, Assistant Vice President of Finance Ownership and operation of Treasurer, Secretary and of Comcast Corporation cable television systems Director 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 James P. McCue Senior Vice President and Senior Vice President - Investment services Director Finance and Administration of Comcast Capital Corporation 1201 N. Market Street Suite 1405 Wilmington, DE 19801 Rosemarie S. Teta Vice President, Assistant Vice President of Comcast Investment services Treasurer, Assistant Capital Corporation Secretary and Director 1201 N. Market Street Suite 1405 Wilmington, DE 19801 -5- Directors and Executive Officers of Comcast QVC, Inc. Name Position Principal Occupation Principal Business in and Business Address which such Employment is Conducted C.Stephen Backstrom Vice President, Treasurer, Vice President of Ownership and operation of Assistant Secretary and Taxation of Comcast cable television systems Director Corporation and broadband 1500 Market Street communications services Philadelphia, PA 19102 William E. Dordelman Vice President, Assistant Vice President of Finance of Ownership and operation of Treasurer, Secretary and Comcast Corporation cable television systems Director 1500 Market Street and broadband Philadelphia, PA 19102 communications services Abram E. Patlove President and Director President of Comcast Capital Investment services Corporation 1201 N. Market Street Suite 1405 Wilmington, DE 19801 James P. McCue Senior Vice President and Senior Vice President - Investment services Director Finance and Administration of Comcast Capital Corporation 1201 N. Market Street Suite 1405 Wilmington, DE 19801 Rosemarie S. Teta Vice President, Assistant Vice President of Comcast Investment services Treasurer, Assistant Capital Corporation Secretary and Director 1201 N. Market Street Suite 1405 Wilmington, DE 19801 -6- Directors and Executive Officers of QVC, Inc. Name Position Principal Occupation Principal Business in and Business Address which such Employment is Conducted Ralph J. Roberts Chairman of the Board and Chairman of the Executive Ownership and operation of Director and Finance Committee of the cable television systems Board of Directors of and broadband Comcast Corporation communications services 1500 Market Street Philadelphia, PA 19102 Julian A. Brodsky Vice Chairman, Assistant Vice Chairman of the Board Ownership and operation of Treasurer, Assistant of Directors of Comcast cable television systems Secretary and Director Corporation and broadband 1500 Market Street communications services Philadelphia, PA 19102 Brian L. Roberts Vice Chairman and Director President and Chief Ownership and operation of Executive Officer of Comcast cable television systems Corporation and broadband 1500 Market Street communications services Philadelphia, PA 19102 John R. Alchin* Senior Vice President, Co-Chief Financial Officer, Ownership and operation of Assistant Treasurer and Executive Vice President and cable television systems Director Treasurer of Comcast and broadband Corporation communications services 1500 Market Street Philadelphia, PA 19102 Lawrence S. Smith Senior Vice President and Co-Chief Financial Officer Ownership and operation of Director and Executive Vice President cable television systems of Comcast Corporation and broadband 1500 Market Street communications services Philadelphia, PA 19102 Douglas S. Briggs Executive Officer President of QVC, Inc. Retailing of general Studio Park merchandise through 1200 Wilson Drive West electronic media Chester, PA 19380 ________________________ * Citizen of Australia -7- William F. Costello Executive Officer Chief Operating Officer, Retailing of general Chief Financial Officer and merchandise through President International of electronic media QVC, Inc. Studio Park 1200 Wilson Drive West Chester, PA 19380 Darlene M. Dagget Executive Officer President U.S. Commerce of Retailing of general QVC, Inc. 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 merchandise through QVC, Inc. electronic media Studio Park 1200 Wilson Drive West Chester, PA 19380 Neal Grabell Executive Officer Senior Vice President and Retailing of general Secretary of QVC, Inc. merchandise through Studio Park electronic media 1200 Wilson Drive West Chester, PA 19380 Randy Ronning Executive Officer Executive Vice President of Retailing of general Affiliate Relations, iQVC merchandise through and New Business Development electronic media of QVC, Inc. Studio Park 1200 Wilson Drive West Chester, PA 19380 Robert P. Cochran Executive Officer Chief Information Officer of Retailing of general QVC, Inc. merchandise through Studio Park electronic media 1200 Wilson Drive West Chester, PA 19380 -8- Directors and Executive Officers of QK Holdings, Inc., Managing Member of Interactive Technology Holdings, LLC: Name Position Principal Occupation Principal Business in and Business Address which such Employment is Conducted David M. Apostolico President, Treasurer and Senior Counsel of QVC, Inc. Retailing of general Director Studio Park merchandise through 1200 Wilson Drive electronic media West Chester, PA 19380 Gerald Timlin Vice President, Secretary Director of Treasury Retailing of general and Director Operations of QVC, Inc. 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 -9-
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