-----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, PMxRQYu6z/kz2Bwn1rKN7/HIL5K0CjJiC1BM1Mg+2LUZFqDKE1WFYhlhTNSua8mL u1PYT4mXa1MxNLDRgmAhTw== /in/edgar/work/0000950159-00-000387/0000950159-00-000387.txt : 20001009 0000950159-00-000387.hdr.sgml : 20001009 ACCESSION NUMBER: 0000950159-00-000387 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001006 GROUP MEMBERS: COMCAST CORP 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: [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: 736189 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: [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 0001.txt 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 Company) Common Stock, $0.01 par value (Title of Class of Securities) 37937A107 (CUSIP Number) James J. Woods, Jr. Interactive Technology Holdings, L.L.C. c/o Connolly Bove Lodge & Hutz LLP 1220 Market Street P.O. Box 2207 Wilmington, DE 19899 302-658-9141 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 4, 2000 (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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss.240.13d-7 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. 37937A107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Interactive Technology Holdings, L.L.C. 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 if Disclosure of Legal Proceedings Is Required Pursuant to Items 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 17,525,046 9. Sole Dispositive Power -0- 10. Shared Dispositive Power 9,500,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person 17,525,046 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 56.2% 14. Type of Reporting Person OO Page 2 of 12 CUSIP No. 37937A107 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 if Disclosure of Legal Proceedings Is Required Pursuant to Items 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 17,525,046 9. Sole Dispositive Power -0- 10. Shared Dispositive Power 9,500,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person 17,525,046 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 56.2% 14. Type of Reporting Person CO Page 3 of 12 CUSIP No. 37937A107 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 if Disclosure of Legal Proceedings Is Required Pursuant to Items 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 17,525,046 9. Sole Dispositive Power -0- 10. Shared Dispositive Power 9,500,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person 17,525,046 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 56.2% 14. Type of Reporting Person CO Page 4 of 12 CUSIP No. 37937A107 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 if Disclosure of Legal Proceedings Is Required Pursuant to Items 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 17,525,046 9. Sole Dispositive Power -0- 10. Shared Dispositive Power 9,500,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person 17,525,046 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 56.2% 14. Type of Reporting Person CO Page 5 of 12 CUSIP No. 37937A107 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 if Disclosure of Legal Proceedings Is Required Pursuant to Items 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 17,525,046 9. Sole Dispositive Power -0- 10. Shared Dispositive Power 9,500,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person 17,525,046 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 56.2% 14. Type of Reporting Person CO Page 6 of 12 CUSIP No. 37937A107 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 if Disclosure of Legal Proceedings Is Required Pursuant to Items 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 17,525,046 9. Sole Dispositive Power -0- 10. Shared Dispositive Power 9,500,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person 17,525,046 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 56.2% 14. Type of Reporting Person CO Page 7 of 12 Introduction This Amendment No. 1 (this "Amendment") amends and supplements the Statement on Schedule 13D filed on September 22, 2000 (the "Original Filing"), on behalf of Interactive 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 sole purpose of this Amendment is to reflect the fact that the Second Closing described in the third paragraph of Item 4 of the Original Filing was completed on October 4, 2000. At the Second Closing, Interactive acquired an additional 3,200,000 shares of Common Stock of the Company and additional warrants to purchase 2,880,000 shares of Common Stock, there described. Item 1. Security and Company. Not modified. Item 2. Identity and Background. Not modified. Item 3. Source and Amount of Funds or Other Consideration. Not modified. Item 4. Purpose of Transaction. See "Introduction," above. Item 5. Interest in Securities of the Company. Item 5 of the Original Filing is hereby amended and supplemented by replacing the first paragraph in its entirety with the following: Based upon information represented by the Company in the Purchase Agreement, as of September 8, 2000, there were 21,705,680 shares of Common Stock outstanding. As of the date of filing of this Amendment, and assuming exercise of all warrants for Common Stock of which Interactive has beneficial ownership, under Rule 13d-3, Interactive has dispositive power over 9,500,000 shares of Common Stock constituting approximately 30.4% 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. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Company. Not modified. 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). Page 8 of 12 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 Therein (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. 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). 6. Amended and Restated Executive Officers and Directors of the Reporting Persons (filed herewith). Page 9 of 12 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: October 6, 2000 INTERACTIVE TECHNOLOGY HOLDINGS, L.L.C. By QK Holdings, Inc., its Managing Member By: /s/ Kevin Else ------------------------------------------------- Name: Kevin Else Title: President of QK Holdings, Inc. QK HOLDINGS, INC. By: /s/ Kevin Else -------------------------------------------------- Name: Kevin Else Title: President of QK Holdings, Inc. COMCAST CORPORATION By: /s/ Arthur R. Block -------------------------------------------------- Name: Arthur R. Block Title: Senior Vice President 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 Page 10 of 12 Comcast QVC, Inc. By: /s/ Rosemarie S. Teta -------------------------------------------------- Name: Rosemarie S. Teta Title: Vice President Page 11 of 12 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 Therein (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. 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 EX-99.1 2 0002.txt
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 Kevin D. Else 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 Jill N. Johnston Vice President, Secretary Associate General Counsel Retailing of general and Director of QVC merchandise through Studio Park electronic media 1200 Wilson Drive West Chester, PA 19380 James J. Woods, Jr. Vice President and Director Partner Practice of Law 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 Gustave G. Amsterdam Director Director of Comcast Ownership and operation 1500 Market Street of cable television Philadelphia, PA 19102 systems and broadband communications services - --------------------------------- * Citizen of Australia 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 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 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 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 - ------------------------------- * Citizen of Australia 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 John F. Link Executive Officer Executive Vice President and Retailing of general Chief Information Officer of merchandise through QVC electronic media 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 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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