-----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, Q8uv1xAqCPKdEqfHvNiJQhA2Se4yfjqSky9fKDpHf66DZBqOAzb395nhvQ0sIsFo mRsnU9ptxWZN8PuhJdBJ5Q== 0001021408-02-000634.txt : 20020413 0001021408-02-000634.hdr.sgml : 20020413 ACCESSION NUMBER: 0001021408-02-000634 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20020118 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: 2512864 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: RUBIN MICHAEL CENTRAL INDEX KEY: 0001123356 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1075 FIRST AVE STREET 2: C/O GLOBAL SPORTS INC CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 BUSINESS PHONE: 6102653229 MAIL ADDRESS: STREET 1: 1075 FIRST AVE STREET 2: C/O GLOBAL SPORTS INC CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 SC 13D/A 1 dsc13da.txt SCHEDULE 13D FOR MICHAEL RUBIN UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* Global Sports, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 3793 7A 107 - -------------------------------------------------------------------------------- (CUSIP NUMBER) Michael G. Rubin c/o Global Sports, Inc. 1075 First Avenue King of Prussia, PA 19406 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 23, 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 (S)(S) 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 (S) 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. 3793 7A 107 SCHEDULE 13D Page 2 of 17 - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 Michael G. Rubin - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 PF and OO, See Items 3 and 4 - ------------------------------------------------------------------------------ CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 Not applicable - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 7,067,096. See Items 5 and 6. SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 0. See Items 5 and 6. ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 7,067,096. See Items 5 and 6. PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0. See Items 5 and 6. - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 7,067,096. See Items 5 and 6. - ------------------------------------------------------------------------------ CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 Not applicable. See Items 5 and 6. [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 19%. See Items 5 and 6. - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 IN - ------------------------------------------------------------------------------ CUSIP No. 3793 7A 107 SCHEDULE 13D Page 3 of 17 AMENDMENT No. 1 TO SCHEDULE 13D GLOBAL SPORTS, INC. f/k/a RYKA INC. This Amendment No. 1 to Schedule 13D amends and supplements the information set forth in the Schedule 13D filed by MR Acquisitions, Inc. with the Securities and Exchange Commission on July 31, 1995 (the "Original Schedule 13D") and constitutes Amendment No. 1 to the Original Schedule 13D. Capital terms used herein without definition shall have the meaning assigned to such terms in the Original Schedule 13D. Item 1. Security and Issuer. -------------------- This statement relates to the common stock, par value $0.01 per share (the "Common Stock"), of Global Sports, Inc. f/k/a Ryka Inc. (the "Company"). The Company's principal executive offices are located at: 1075 First Avenue, King of Prussia, PA 19406. Item 2. Identity and Background. ------------------------ (a) Name: This statement is being filed by Michael G. Rubin (the ---- "Reporting Person" or "Rubin"). Rubin was the sole shareholder of MR Acquisitions, Inc. which filed the Original Schedule 13D. (b) Residence or Business Address: The business address of Rubin is: ----------------------------- Michael G. Rubin, Global Sports, Inc., 1075 First Avenue, King of Prussia, PA 19406. (c) Principal Occupation/Business: Rubin is the Company's Chairman of the ----------------------------- Board, Chief Executive Officer and President. (d) Criminal Convictions: During the last five years, Rubin has not been --------------------- convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). (e) Court or Administrative Proceedings: During the last five years, ------------------------------------ Rubin has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Citizenship: Rubin is a citizen of the United States. ------------ CUSIP No. 3793 7A 107 SCHEDULE 13D Page 4 of 17 Item 3. Source and Amount of Funds or Other Consideration. -------------------------------------------------- Rubin acquired the shares of the Company's Common Stock reported herein (i) in exchange for the stock of the KPR Companies (as defined below) as part of the Reorganization (as defined below) and (ii) with private funds, as more fully described in Item 4 below. Item 4. Purpose of Transaction. ----------------------- The following summary describes the transactions in which Rubin acquired or disposed of shares of the Company's Common Stock since the filing of the Original Schedule 13D. 1. On December 15, 1997, the Company consummated a Second Amended and Restated Agreement and Plan of Reorganization, as amended (the "Reorganization Agreement"), among the Company, KPR Sports International, Inc., a Pennsylvania corporation ("KPR"), Apex Sports International, Inc., a Pennsylvania corporation ("Apex"), MR Management, Inc., a Pennsylvania corporation ("Management"), and Rubin, which provided for, among other things, the reorganization (the "Reorganization") of the Company and the KPR Companies (as defined below) as follows: (i) the renaming of the Company to Global Sports, Inc. (ii) the transfer by the Company to RYKA Sub, Inc., a Pennsylvania corporation ("RYKA Sub"), of all of the assets and liabilities of the Company in exchange for all of the issued and outstanding capital stock of RYKA Sub, (iii) the merger of KPR Acquisitions, Inc., a Pennsylvania corporation that was wholly-owned by the Company, with and into KPR, with KPR surviving the merger as a wholly-owned subsidiary of the Company, (iv) the acquisition by the Company of all of the issued and outstanding shares of capital stock of Apex and Management (KPR, Apex and Management are collectively referred to as the "KPR Companies"), (v) the 1-for-20 reverse stock split of the Company's Common Stock outstanding as of December 15, 1997, (vi) the issuance to Rubin, the sole stockholder of the KPR Companies, of an aggregate of 8,169,086 new shares of the Company's Common Stock (after giving effect to the 1-for-20 reverse stock split) in exchange for his shares of common stock of the KPR Companies and the KPR Companies' holdings of Common Stock of the Company, and (vii) MR Acquisitions, Inc.'s shares of the Company's Common Stock were transferred to the Company and cancelled. RYKA Sub subsequently changed its name to RYKA Inc. after the Reorganization. 2. Rubin gifted 25,000 shares of the Company's Common Stock in February 1998. 3. Rubin gifted an aggregate of 50,000 shares of the Company's Common Stock in June 1998. CUSIP No. 3793 7A 107 SCHEDULE 13D Page 5 of 17 4. On July 1, 1998, an option that Rubin had granted on August 1, 1995, to purchase from Rubin 5,000 shares of the Company's Common Stock at $.20 per share was exercised. 5. Rubin sold 50,000 shares of the Company's Common Stock in August 1998 at a price of $5.00 per share. 6. Rubin gifted 13,000 shares of the Company's Common Stock in May 1999. 7. Rubin gifted 40 shares of the Company's Common Stock in August 1999. 8. Rubin gifted 1,000 shares of the Company's Common Stock in September 1999. 9. Rubin purchased an aggregate of 26,400 shares of the Company's Common Stock in August 2000 on the open market at prices ranging from $ 7.75 to $ 8.71875 per share. 10. Rubin purchased an aggregate of 1,300 shares of the Company's Common Stock in September 2000 on the open market at prices ranging from $8.5625 to $ 8.8125 per share. 11. Rubin purchased an aggregate of 14,350 shares of the Company's Common Stock in March 2001 on the open market at prices ranging from $4.50 to $5.125 per share 12. On July 20, 2001, the Company, Rubin, and Interactive Technology Holdings, LLC, a Delaware limited liability company ("ITH"), entered into a stock purchase agreement (the "2001 ITH Purchase Agreement") and related agreements pursuant to which, on August 23, 2001, the Company sold 3,000,000 shares of the Company's Common Stock to ITH and Rubin sold 1,000,000 shares of the Company's Common Stock to ITH at a purchase price of $10.00 per share. All of the shares of Company's Common Stock reported herein were acquired or disposed of in connection with the transactions described above. The shares of the Company's Common Stock acquired in such transactions were acquired for investment purposes. Except as described herein, Rubin does not have any present plan or proposal to acquire or dispose of any material amount of the Company's securities. Rubin does not have any present plan or proposal with respect to the Company as described in Items 4(b)-(j) of Schedule 13D. Rubin retains the right to modify his plans with respect to the transactions described in this Item 4, to acquire or dispose of the Company's securities and to formulate plans and proposals which could result in the occurrence of any such events, subject to applicable laws and regulations. CUSIP No. 3793 7A 107 SCHEDULE 13D Page 6 of 17 Item 5. Interest in Securities of the Issuer ------------------------------------ (a) Beneficial Ownership -------------------- Items 7, 8, 9, 10, 11, 12 and 13 from page 2 of this statement are incorporated herein by reference. Rubin is the beneficial owner of an aggregate of 7,067,096 shares of the Company's Common Stock. Based on the Company's most recent public filings, this represents beneficial ownership of approximately 19% of the Company's Common Stock. (b) Voting and Dispositive Powers ----------------------------- Items 7, 8, 9, 10, 11, 12 and 13 from page 2 of this statement are incorporated herein by reference. Item 6 below summarizes the voting agreements which Rubin has entered into relating to shares of the Company's Common Stock. Item 6 below summarizes the agreements which Rubin has entered into related to his transfer of the Company's Common Stock. (c) Transactions in Securities of the Company During the Past Sixty Days -------------------------------------------------------------------- Other than as set forth herein, the Reporting Person has not made any purchase or sales of securities of the Company during the sixty (60) days preceding the date of this Schedule 13D. (d) Dividends and Proceeds ---------------------- Not applicable. (e) Date Reporting Person Ceased to be Beneficial Owner of More than 5% of ---------------------------------------------------------------------- the Company's Stock ------------------- Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer. ------------------------------------------------------------ A. The following summary describes the voting agreements which Rubin has entered into relating to shares of the Company's Common Stock. CUSIP No. 3793 7A 107 SCHEDULE 13D Page 7 of 17 1. Pursuant to a stock purchase agreement, dated as of June 10, 1999 (the "1999 Softbank Purchase Agreement"), between the Company and SOFTBANK America Inc., a Delaware corporation ("SOFTBANK America"), SOFTBANK America purchased an aggregate of 6,153,850 shares of the Company's Common Stock from the Company for a purchase price of $13.00 per share. The 1999 Softbank Purchase Agreement provides, among other things, that on and after a first closing, SOFTBANK America will have the right to designate (i) a number of members of the Company's Board of Directors equal to the product of (A) the total number of authorized directors and (B) the aggregate Proportionate Share of SOFTBANK America and the SOFTBANK Entities (as defined in the 1999 Softbank Purchase Agreement), rounded up to the nearest whole number, but not to exceed two directors, and (ii) so long as SOFTBANK America and the SOFTBANK Entities collectively own 50% or more of the shares purchased pursuant to the 1999 Softbank Purchase Agreement, one director to be a member of each committee of the Company's Board of Directors. "Proportionate Share," as defined in the 1999 Softbank Purchase Agreement, means, with respect to each Securityholder (as defined in the 1999 Softbank Purchase Agreement), a fraction the numerator of which is the total number of shares of the Company's Common Stock owned and the number of shares of the Company's Common Stock issuable upon exercise of Rights (as defined in the 1999 Softbank Purchase Agreement) owned by such Securityholder, and the denominator of which is the total number of shares of the Company's Common Stock outstanding plus the number of shares of the Company's Common Stock issuable upon exercise of all Rights outstanding. In connection with the 1999 Softbank Purchase Agreement, Rubin entered into a voting agreement, dated as of June 10, 1999 (the "1999 Rubin/Softbank Voting Agreement"), in favor of SOFTBANK America, pursuant to which Rubin agreed, among other things, that he would vote all of his shares of the Company's Common Stock (i) in favor of the purchase of shares of the Company's Common Stock to be purchased at a second closing pursuant to the 1999 Softbank Purchase Agreement; (ii) in favor of an amendment of the Company's Certificate of Incorporation to increase the authorized number of shares of the Company's Common Stock; and (iii) in favor of election to the Company's Board of Directors of the directors which SOFTBANK America would be entitled to designate pursuant to the 1999 Softbank Purchase Agreement. The 1999 Rubin/Softbank Voting Agreement was terminated in its entirety and restated by the 2000 Rubin/Softbank Voting Agreement (see description below). SOFTBANK America, as an inducement and a condition to consummating the 1999 Softbank Purchase Agreement entered into a voting agreement, dated as of June 10, 1999 (the "1999 Softbank Voting Agreement"), in favor of Rubin, pursuant to which SOFTBANK America agreed, among other things, that it would vote all of its shares of the Company's Common Stock in favor of any member of the Board of Directors of the Company who was a member of the Board prior to June 10, 1999, and any director who is thereafter chosen to fill any vacancy on the CUSIP No. 3793 7A 107 SCHEDULE 13D Page 8 of 17 Board of Directors or who is elected as a director (a "Continuing Director") and who, in either event, is not a director designated by SOFTBANK America pursuant to the 1999 Softbank Purchase Agreement and in connection with his or her initial assumption of office is recommended for appointment or election by a majority of the Continuing Directors then on the Board of Directors. The 1999 Softbank Voting Agreement was terminated in its entirety and restated by the 2000 Softbank Voting Agreement (see description below). 2. Pursuant to a stock purchase agreement, dated as of April 27, 2000 (the "2000 Softbank Purchase Agreement"), by and among the Company, SOFTBANK Capital Partners LP, a Delaware limited partnership ("SB Capital Partners"), and SOFTBANK Capital Advisors Fund LP, a Delaware limited partnership ("Advisors Fund"), SB Capital Partners and Advisors Fund purchased 2,464,250 shares of the Company's Common Stock and 35,750 shares of the Company's Common Stock, respectively, on May 1, 2000 for a purchase price of $8.00 per share. In addition, the Company issued to SB Capital Partners and Advisors Fund warrants to purchase 1,232,125 shares of the Company's Common Stock and 17,875 shares of the Company's Common Stock, respectively, at an exercise price of $10.00 per share. The 2000 Purchase Agreement provides, among other things, that on and after the closing date, SB Capital Partners and Advisors Fund, together, will have the right, (i) (A) so long as the Purchasers and the SOFTBANK Entities (each as defined in the 2000 Softbank Purchase Agreement) collectively own 50% or more of the Company's Common Stock (on an as if exercised basis) held immediately after consummation of the Purchase (as defined in the 2000 Softbank Purchase Agreement), to designate three (3) members of the Company's Board of Directors, (B) so long as the Purchasers and the SOFTBANK Entities collectively own 25% or more of the Company's Common Stock (on an as if exercised basis) held immediately after consummation of the Purchase, to designate two (2) members of the Company's Board of Directors, and (C) so long as the Purchasers and the SOFTBANK Entities collectively own 5% or more of the Company's Common Stock (on an as if exercised basis) held immediately after consummation of the Purchase, to designate one (1) member of the Company's Board of Directors; and (ii) so long as the Purchasers and the SOFTBANK Entities collectively own 35% or more of the Common Stock (on an as if exercised basis) held immediately after consummation of the Purchase, to designate one (1) member of each committee of the Company's Board of Directors. In connection with the 2000 Softbank Purchase Agreement, Rubin entered into a restated voting agreement, dated as of May 1, 2000 (the "2000 Rubin/Softbank Voting Agreement") which terminated the 1999 Rubin/Softbank Voting Agreement, in favor of SB Capital Partners and Advisors Fund, pursuant to which, Rubin agreed that he would, at any meeting of stockholders of the Company, or in connection with any written consent of stockholders of the Company, vote or cause to be voted all shares of the Company's Common Stock then held of record or beneficially owned by him (i) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other CUSIP No. 3793 7A 107 SCHEDULE 13D Page 9 of 17 obligation or agreement of the Company under the 2000 Softbank Purchase Agreement; (ii) in favor of election to the Board of Directors of the directors which SB Capital Partners and Advisors Fund would be, together, entitled to designate upon consummation of the Purchase and which have been identified by SB Capital Partners and Advisors Fund as nominees for such purpose; and (iii) except as otherwise agreed to in writing in advance by SB Capital Partners and Advisors Fund against the following actions (other than the purchase and the transactions contemplated by the 2000 Softbank Purchase Agreement): (A) a dissolution of the Company or (B) any material change in the present capitalization of the Company or any amendment of the Company's certificate of incorporation or by-laws, in each case, which is intended, or could reasonably be expected, to impede, delay or adversely affect the purchase and the transactions contemplated by the 2000 Rubin/Softbank Voting Agreement and the 2000 Softbank Purchase Agreement. Pursuant to the 2000 Rubin/Softbank Voting Agreement, Rubin also agreed that he would not enter into any agreement or understanding with any person or entity the effect of which would be inconsistent or violative of the provisions and agreements contained in the 2000 Rubin/Softbank Voting Agreement and would deliver to SB Capital Partners and Advisors Fund, if requested, an irrevocable proxy to vote all of the shares of the Company's Common Stock beneficially owned by him, together with any shares acquired by him in any capacity after the date thereof, in the manner and with respect to the matters set forth in the 2000 Rubin/Softbank Voting Agreement. In addition, Rubin agreed not to take any action to remove, with or without cause, any director of the Company designated by SB Capital Partners and Advisors Fund. Notwithstanding the foregoing, SB Capital Partners and Advisors Fund have the right at all times to remove, with or without cause, any or all of the directors designated by SB Capital Partners and Advisors Fund. Subsequent to the 2000 Rubin/Softbank Voting Agreement, SB Capital Partners, Advisors Fund and Rubin entered into a First Amendment dated as of September 13, 2001 to the 2000 Rubin/Softbank Voting Agreement (the "Rubin/Softbank First Amendment") in which Rubin, SB Capital Partners and Advisors Fund agreed, among other things, to amend the provisions regarding Rubin's agreement to grant to SB Capital Partners and Advisors Fund an irrevocable proxy. Such amendment provided that such proxy shall terminate upon SB Capital Partners and Advisors Fund no longer having the right to appoint a member to the Company's board of directors. SB Capital Partners and Advisors Fund, as an inducement and a condition to consummating the 2000 Softbank Purchase Agreement, also entered into a restated voting agreement in favor of Rubin, dated as of May 1, 2000 (the "2000 Softbank Voting Agreement") which terminated the 1999 Softbank Voting Agreement, relating to the election of directors designated by Rubin. Pursuant to the 2000 Softbank Voting Agreement, SB Capital Partners and Advisors Fund agreed that they would, at any meeting of stockholders of the Company, or in connection with any written consent of stockholders of the Company, vote or cause to be voted all shares of the Company's Common Stock then held of record or beneficially owned by them with respect to all directorships other than those which SB Capital Partners and Advisors Fund were entitled to designate pursuant to the 2000 Softbank Purchase Agreement (i) in favor of any member of the Board of Directors of the Company who was a member of the Board prior to April CUSIP No. 3793 7A 107 SCHEDULE 13D Page 10 of 17 27, 2000, and any director who is thereafter chosen to fill any vacancy on the Board of Directors or who is elected as a director (a "Continuing Director") and who, in either event, is not a director designated by SB Capital Partners and Advisors Fund pursuant to the 2000 Softbank Purchase Agreement and in connection with his or her initial assumption of office is recommended for appointment or election by a majority of the Continuing Directors then on the Board of Directors, and (ii) against the election of any directors other than those directors specified in clause (i) of this sentence. In addition, SB Capital Partners and Advisors Fund agreed not to take any action to remove, with or without cause, any director of the Company other than the SB Capital Partners and Advisors Fund designees. Subsequent to the 2000 Softbank Purchase Agreement, SB Capital Partners and Advisors Fund agreed to reduce the number of directors of the Company that they can appoint. In connection with the 2001 ITH Purchase Agreement, the Company, Rubin, ITH, SB Capital Partners and Advisors Fund entered into a Letter Agreement, dated as of July 20, 2001, whereby SB Capital Partners and Advisors Fund agreed, among other things, to reduce the number of directors of the Company that they have the contractual right to appoint from up to three to up to two, depending on the number of shares of the Company's Common Stock that they hold or have the right to acquire. 3. Pursuant to a stock and warrant purchase agreement, dated as of April 27, 2000 (the "2000 TMCT Purchase Agreement"), by and among the Company and TMCT Ventures, L.P., a Delaware limited partnership ("TMCT"), TMCT purchased 625,000 shares of the Company's Common Stock on May 1, 2000 for a purchase price of $8.00 per share. In addition, the Company issued to TMCT a warrant to purchase 312,500 shares of the Company's Common Stock at an exercise price of $10.00 per share. The 2000 TMCT Purchase Agreement provides, among other things, that on and after the closing date, TMCT will have the right to designate one (1) member of the Company's Board of Directors for so long as TMCT retains ownership of at least 300,000 shares of the Company's Common Stock. In connection with the 2000 TMCT Purchase Agreement, Rubin entered into a voting agreement, dated as of May 1, 2000 (the "2000 Rubin/TMCT Voting Agreement"), in favor of TMCT, pursuant to which, Rubin agreed that he would, at any meeting of stockholders of the Company, or in connection with any written consent of stockholders of the Company, vote or cause to be voted all shares of the Company's Common Stock then held of record or beneficially owned by him (i) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the 2000 TMCT Purchase Agreement; (ii) in favor of election to the Board of Directors of the director which TMCT would be entitled to designate upon consummation of the Purchase (as defined in the 2000 TMCT Purchase Agreement) and which has been identified by TMCT as nominee for such purpose; and (iii) except as otherwise agreed to in writing in advance by TMCT CUSIP No. 3793 7A 107 SCHEDULE 13D Page 11 of 17 against the following actions (other than the Purchase, the transactions contemplated by the 2000 TMCT Purchase Agreement and the 2000 Softbank Purchase Agreement): (A) a dissolution of the Company or (B) any material change in the present capitalization of the Company or any amendment of the Company's certificate of incorporation or by-laws, in each case, which is intended, or could reasonably be expected, to impede, delay or adversely affect the Purchase and the transactions contemplated by the 2000 Rubin/TMCT Voting Agreement and the 2000 TMCT Purchase Agreement. Pursuant to the 2000 Rubin/TMCT Voting Agreement Rubin also agreed that he would not enter into any agreement or understanding with any person or entity the effect of which would be inconsistent or violative of the provisions and agreements contained in the 2000 Rubin/TMCT Voting Agreement and would deliver to TMCT, if requested, an irrevocable proxy to vote all of the shares of the Company's Common Stock beneficially owned by him, together with any shares acquired by him in any capacity after the date thereof, in the manner and with respect to the matters set forth in the 2000 Rubin/TMCT Voting Agreement. In addition, Rubin agreed not to take any action to remove, with or without cause, any director of the Company designated by TMCT. Notwithstanding the foregoing, TMCT has the right at all times to remove, with or without cause, the director designated by TMCT. Subsequent to the 2000 Rubin/TMCT Voting Agreement, TMCT and Rubin entered into a First Amendment dated as of September 13, 2001 to the 2000 Rubin/ TMCT Voting Agreement (the "Rubin/ TMCT First Amendment") in which Rubin and TMCT agreed, among other things, to amend the provisions regarding Rubin's agreement to grant to TMCT an irrevocable proxy. Such amendment provided that such proxy shall terminate upon TMCT no longer having the right to appoint a member to the Company's board of directors. 4. Pursuant to a stock and warrant purchase agreement, dated as of September 13, 2000 (the "2000 ITH Purchase Agreement"), by and between the Company and ITH, ITH purchased (i) 5,000,000 shares of the Company's Common Stock at a purchase price of $8.15 per share, (ii) warrants to purchase 2,500,000 shares of the Company's Common Stock at an exercise price of $10.00 per share, and (iii) warrants to purchase 2,000,000 shares of the Company's Common Stock at an exercise price of $8.15 per share (the "Warrant"), all for an aggregate purchase price of $41,312,500. The 2000 ITH Purchase Agreement provides, among other things, that on and after a first closing, ITH will have the right, (i) (A) so long as ITH and/or any person under which it is controlled, controlled by or under common control with (collectively, the "Purchaser Group") collectively owns or has the right to acquire 50% or more of the Company's Common Stock (including shares of the Company's Common Stock issuable upon exercise of the Warrants (the "Warrant Shares")) held immediately after consummation of the first closing and second closing, as appropriate, to designate two (2) members of the Company's Board of Directors, (B) so long as the Purchaser Group collectively owns or has the right to acquire 10% of more of the Company's Common Stock (including Warrant Shares) held immediately after consummation of the first closing and second closing, as appropriate, to designate one (1) member of the Company's Board of Directors; and (ii) so long as the Purchaser Group collectively owns or has CUSIP No. 3793 7A 107 SCHEDULE 13D Page 12 of 17 the right to acquire 35% of more of the Company's Common Stock (including Warrant Shares) held immediately after consummation of the first closing and second closing, as appropriate, to designate one (1) member of each committee of the Company's Board of Directors. In connection with the 2000 ITH Purchase Agreement, Rubin and ITH entered into a voting agreement, dated as of September 13, 2000 (the "2000 Rubin/ITH Voting Agreement"), whereby (i) Rubin agreed, among other things, that he would vote all of his shares of the Company's Common Stock in favor of election to the Company's Board of Directors of the directors which ITH would be entitled to designate, and (ii) ITH agreed, among other things, that ITH would vote all of its shares of the Company's Common Stock in favor of election to the Company's Board of Directors of certain Continuing Directors (as such term is defined in the 2000 Rubin/ITH Voting Agreement). Pursuant to the 2001 ITH Purchase Agreement, ITH acquired (i) 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 (ii) 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 ITH Purchase Agreement, among other things, clarifies certain provisions of the 2000 ITH Purchase Agreement. In particular, with respect to ITH'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 ITH is entitled to include all shares of Common Stock acquired under the 2001 ITH Purchase Agreement, as well as any other shares of Common Stock acquired thereafter, for the purpose of determining whether such ownership thresholds are met. B. The following summary describes the agreements which Rubin has entered into relating to his transfer of the Company's Common Stock. Pursuant to the 2000 Rubin/Softbank Voting Agreement, Rubin agreed that he would not dispose of his capital stock of the Company, except, if the transferee agreed in writing to be bound by the 2000 Rubin/Softbank Voting Agreement. Pursuant to the Rubin/Softbank First Amendment, Rubin, SB Capital Partners and Advisors Fund agreed, among other things, to amend the provision restricting Rubin from disposing of shares of his capital stock of the Company. The Rubin/Softbank First Amendment provides that Rubin is restricted from disposing more than an aggregate of 1,000,000 shares of his capital stock of the Company currently owned by Rubin, unless all transferees of shares of capital stock in excess of the aggregate 1,000,000 shares agreed in writing to be bound by the 2000 Rubin/Softbank Voting Agreement and all amendments thereto. In connection with the 2001 ITH Purchase Agreement, the Company, Rubin, ITH, SB Capital Partners and Advisors Fund entered into a Letter Agreement, dated as of July 20, 2001, whereby the Company, Rubin, ITH, SB Capital Partners and Advisors Fund agreed, among other things, that the sale of up to 1,000,000 shares of the Company's Common Stock to ITH will not be considered to have been "disposed" of for CUSIP No. 3793 7A 107 SCHEDULE 13D Page 13 of 17 purposes of the 2000 Rubin/Softbank Voting Agreement. Pursuant to the 2000 Rubin/TMCT Voting Agreement, Rubin agreed that he would not dispose of his capital stock of the Company, except, if the transferee agreed in writing to be bound by the 2000 Rubin/TMCT Voting Agreement. Pursuant to the Rubin/TMCT First Amendment, Rubin and TMCT agreed, among other things, to amend the provision restricting Rubin from disposing of shares of his capital stock of the Company. The Rubin/TMCT First Amendment provides that Rubin is restricted from disposing more than an aggregate of 1,000,000 shares of his capital stock of the Company currently owned by Rubin, unless all transferees of shares of capital stock in excess of the aggregate 1,000,000 shares agreed in writing to be bound by the 2000 Rubin/Softbank Voting Agreement and all amendments thereto. In connection with the 2001 ITH Purchase Agreement, the Company, Rubin and Rustic Canyon Ventures, LP (f/k/a TMCT Ventures L.P.) ("RCV") entered into a Letter Agreement, dated as of July 20, 2001, whereby the Company, Rubin and RCV agreed, among other things, that the sale of up to 1,000,000 shares of the Company's Common Stock to ITH will not be considered to have been "disposed" of for purposes of the 2000 Rubin/TMCT Voting Agreement. Pursuant to the 2000 Rubin/ITH Voting Agreement, Rubin agreed that he would not dispose of more than an aggregate of 1,000,000 shares of the Company's Common Stock and any other voting securities of the Company ("Voting Stock") currently owned by Rubin, unless all transferees of shares of capital stock in excess of the aggregate 1,000,000 shares agreed in writing to be bound by the 2000 Rubin/ITH Voting Agreement. C. Except as described in this Statement, Rubin does not have any contract, arrangement, understanding or relationship with any other person with respect to any securities of the Company, including, but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. --------------------------------- Exhibit A Second Amended and Restated Agreement and Plan of Reorganization, as amended, among RYKA Inc., a Delaware corporation, KPR Sports International, Inc., a Pennsylvania corporation, Apex Sports International, Inc., a Pennsylvania corporation, MR Management, Inc., a Pennsylvania corporation, and Michael G. Rubin. (Incorporated herein by reference to the Company's Definitive Proxy Materials filed November 12, 1997). Exhibit B Stock Purchase Agreement, dated as of June 10, 1999, by and between SOFTBANK America Inc., a Delaware corporation, CUSIP No. 3793 7A 107 SCHEDULE 13D Page 14 of 17 and Global Sports, Inc., a Delaware corporation (Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of the Company filed on June 21,1999). Exhibit C Voting Agreement dated June 10, 1999, by and between SOFTBANK America Inc., a Delaware corporation, and Michael G. Rubin. (Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of the Company filed on June 21, 1999). Exhibit D Voting Agreement dated June 10, 1999, by and between SOFTBANK America Inc., a Delaware corporation, and Michael G. Rubin. (Incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K of the Company filed on June 21, 1999). Exhibit E Purchase Agreement, dated as of April 27, 2000, between SOFTBANK Capital Partners LP, a Delaware limited partnership and SOFTBANK Capital Advisors Fund LP, a Delaware limited partnership and Global Sports, Inc., a Delaware corporation. (Incorporated by reference to Exhibit I of Amendment No. 1 to the Statement on Schedule 13D filed by SOFTBANK Capital Partners LP, a Delaware limited partnership, SOFTBANK Capital Partners LLC, a Delaware limited liability company, SOFTBANK Capital Partners Investment Inc., a Delaware corporation, Ronald D. Fisher, Charles R. Lax, SOFTBANK Holdings Inc., a Delaware corporation, SOFTBANK Corp., a Japanese corporation and Masayoshi Son on May 4, 2000 with respect to the Company). Exhibit F Restated Voting Agreement, dated as of May 1, 2000, by and between SOFTBANK Capital Partners LP, a Delaware limited partnership and SOFTBANK Capital Advisors Fund LP, a Delaware limited partnership and Michael G. Rubin. (Incorporated by reference to Exhibit J of Amendment No. 2 to the Statement on Schedule 13D filed by SOFTBANK Capital Partners LP, a Delaware limited partnership, SOFTBANK Capital Partners LLC, a Delaware limited liability company, SOFTBANK Capital Partners Investment Inc., a Delaware corporation, Ronald D. Fisher, Charles R. Lax, SOFTBANK Holdings Inc., a Delaware corporation, SOFTBANK Corp., a Japanese corporation and Masayoshi Son on May 4, 2000 with respect to the Company). Exhibit G Restated Voting Agreement, dated as of May 1, 2000, by and between SOFTBANK Capital Partners LP, a Delaware limited CUSIP No. 3793 7A 107 SCHEDULE 13D Page 15 of 17 partnership and SOFTBANK Capital Advisors Fund LP, a Delaware limited partnership and Michael G. Rubin. (Incorporated by reference to Exhibit K of Amendment No. 2 to the Statement on Schedule 13D filed by SOFTBANK Capital Partners LP, a Delaware limited partnership, SOFTBANK Capital Partners LLC, a Delaware limited liability company, SOFTBANK Capital Partners Investment Inc., a Delaware corporation, Ronald D. Fisher, Charles R. Lax, SOFTBANK Holdings Inc., a Delaware corporation, SOFTBANK Corp., a Japanese corporation and Masayoshi Son on May 4, 2000 with respect to the Company). Exhibit H First Amendment to Restated Voting Agreement, dated as of September 13, 2000, by and among SOFTBANK Capital Partners LP, a Delaware limited partnership, SOFTBANK Capital Advisors Fund LP, a Delaware limited partnership and Michael G. Rubin. Exhibit I Letter Agreement dated July 20, 2001, among SOFTBANK Capital Partners LP, a Delaware limited partnership, SOFTBANK Capital Advisors Fund LP, a Delaware limited partnership, Interactive Technology Holdings, L.L.C., a Delaware limited liability company, Global Sports, Inc., a Delaware corporation and Michael G. Rubin. (Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of the Company filed on August 27, 2001). Exhibit J Voting Agreement, dated as of May 1, 2000, by and between TMCT Ventures, L.P., a Delaware limited partnership and Michael G. Rubin. Exhibit K First Amendment to Voting Agreement, dated as of September 13, 2000, by and between TMCT Ventures, L.P., a Delaware limited partnership and Michael G. Rubin. Exhibit L Letter Agreement, dated as of July 20, 2001, among Rustic Canyon Ventures, L.P. (f/k/a TMCT Ventures, L.P.), a Delaware limited partnership, Global Sports, Inc., a Delaware corporation and Michael G. Rubin. Exhibit M Stock and Warrant Purchase Agreement, dated September 13, 2000, between Interactive Technology Holdings, L.L.C., a Delaware limited liability company and Global Sports, Inc., a Delaware corporation (Incorporated by reference to Exhibit 2.1 CUSIP No. 3793 7A 107 SCHEDULE 13D Page 16 of 17 to the Current Report on Form 8-K of the Company filed on September 20, 2000). Exhibit N Voting Agreement, dated as of September 13, 2000, by and between Interactive Technology Holdings, LLC, a Delaware limited liability company, 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). Exhibit O Stock Purchase Agreement, dated as of July 20, 2001, among Interactive Technology Holdings, L.L.C., a Delaware limited liability company, Global Sports, Inc., a Delaware corporation, 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). CUSIP No. 3793 7A 107 SCHEDULE 13D Page 17 of 17 SIGNATURES ----------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 17, 2002 /s/ Michael G. Rubin ---------------------------- Michael G. Rubin EX-99.H 3 dex99h.txt FIRST AMENDMENT TO RESTATED VOTING AGREEMENT EXHIBIT H First Amendment to Restated Voting Agreement, dated as of September 13, 2000, by and among SOFTBANK Capital Partners LP, a Delaware limited partnership, SOFTBANK Capital Advisors Fund LP, a Delaware limited partnership and Michael G. Rubin. FIRST AMENDMENT TO RESTATED VOTING AGREEMENT THIS FIRST AMENDMENT TO VOTING AGREEMENT (the "Amendment") is made as of September 13, 2000 by and among SOFTBANK Capital Partners LP, a Delaware limited partnership ("SOFTBANK Capital Partners"), SOFTBANK Capital Advisors Fund LP, a Delaware limited partnership ("SOFTBANK Advisors" and, together with SOFTBANK Capital Partners, "SOFTBANK"), and Michael G. Rubin (the "Principal Stockholder"). WHEREAS, SOFTBANK and the Principal Stockholder entered into a certain Restated Voting Agreement (the "Voting Agreement"), as of May 1, 2000, whereby, among other things, the parties agreed to a certain composition of the Board of Directors of Global Sports, Inc. (the "Company"), and WHEREAS, on the date hereof, the Company has entered into a Stock and Warrant Purchase Agreement with QVC, Inc., Comcast Corporation and/or their respective designees (the "Investors"), whereby the Investors have agreed to purchase (the "Investment") (i) certain shares of the Company's common stock, par value $.01 per share (the "Common Stock"), and (ii) certain warrants to purchase shares of the Company's Common Stock; and WHEREAS, as a condition to the Investment in the Company, the Investors have required that SOFTBANK and the Principal Stockholder amend the Voting Agreement to change the composition of the Company's Board of Directors; and WHEREAS, the parties have agreed to make certain additional amendments to the Voting Agreement as set forth herein. NOW THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows: 1. Amendments. For good and valuable consideration, the sufficiency and ---------- receipt of which is hereby acknowledged, the Voting Agreement is amended as follows: (a) Section 1(b) is hereby amended and restated to read in its entirety: "(b) "Continuing Director" shall initially mean Michael Rubin, Jeffery Rayport and Harvey Lamm, and shall thereafter mean any director who (i) is chosen to fill any vacancy on the Board of Directors created by any of the foregoing or their respective successors ceasing to be a director and (ii) in connection with his or her initial assumption of office is recommended for appointment or election by a majority of the Continuing Directors then on the Board of Directors. (b) Section 2.1 is hereby amended and restated to read in its entirety as follows: "2.1 Board Composition Requirements. At any meeting of stockholders ------------------------------ at which directors are to be elected and with respect to any written consent of stockholders of the Company in lieu of a meeting relating to the election of directors, SOFTBANK shall vote, or execute and deliver a written consent with respect to, all shares of Common Stock and any other voting securities of the Company held of record or Beneficially Owned by it in favor of the Continuing Directors at such time." (c) Section 4.7 is hereby amended and restated to read in its entirety as follows: "4.7 Successors and Assigns. The provisions hereof shall inure to the ---------------------- benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto; provided, however, that this Agreement shall only be binding upon a transferee of shares of Common Stock of Softbank if such transferee is a member of the Softbank Entities (as defined in the Purchase Agreement, dated as of April 28, by Softbank and Global Sports, Inc.)." 2. Miscellaneous Provisions. Except as specifically amended herein, the ------------------------- Voting Agreement shall remain in full force and effect in accordance with its terms. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one agreement. This Amendment shall be governed in all respects by Delaware law without regard to conflict of law principles. (***************) IN WITNESS WHEREOF, intending to be legally bound, the parties have caused this Amendment to be executed by their duly authorized representatives as of the date first written above. SOFTBANK CAPITAL ADVISORS FUND LP By: Softbank Capital Partners LLC Its General Partner By: /s/ Steven J. Murray ---------------------------- Name: Steven J. Murray Title: Admin. Member SOFTBANK CAPITAL PARTNERS LP By: Softbank Capital Partners LLC Its General Partner By: /s/ Steven J. Murray ----------------------------- Name: Steven J. Murray Title: Admin. Member /s/ Michael G. Rubin ----------------------------- Michael G. Rubin SIGNATURE PAGE TO FIRST AMENDMENT TO RESTATED VOTING AGREEMENT EX-99.J 4 dex99j.txt VOTING AGREEMENT EXHIBIT J Voting Agreement, dated as of May 1, 2000, by and between TMCT Ventures, L.P., a Delaware limited partnership and Michael G. Rubin. VOTING AGREEMENT THIS VOTING AGREEMENT is made and entered into as of May 1, 2000 (this "Agreement") between TMCT Ventures, L.P., a Delaware limited partnership ("TMCT"), and Michael G. Rubin (the "Principal Stockholder"). RECITALS WHEREAS, on April 27, 2000, the Company and TMCT entered into a purchase agreement (the "Purchase Agreement"), pursuant to which TMCT intends to acquire 625,000 shares of the Company's Common Stock; and WHEREAS, as an inducement and a condition to consummating the Purchase Agreement, TMCT has required that the Principal Stockholder agree, and the Principal Stockholder has agreed, to enter into this Agreement. NOW, THEREFORE, in consideration of the covenants set forth herein, and for other good and valuable consideration, intending to be legally bound hereby, the parties agree as follows: 1. Definitions. For purposes of this Agreement: ----------- (a) "Beneficially Own" or "Beneficial Ownership" with respect to any securities shall mean having "beneficial ownership" of such securities (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), including pursuant to any agreement, arrangement or understanding, whether or not in writing. Without duplicative counting of the same securities by the same holder, securities Beneficially Owned by a Person shall include securities Beneficially Owned by all other Persons with whom such Person would constitute a "group" within the meaning of Section 13(d)(3) of the Exchange Act. (b) "Person" shall mean an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity. 2. Stockholder Meetings. -------------------- 2.1 Stockholder Votes. The Principal Stockholder agrees that it ----------------- shall, at any meeting of stockholders of the Company, however called, or in connection with any written consent of stockholders of the Company, vote (or cause to be voted) the shares (if any) of capital stock of the Company (the "Capital Stock") then held of record or Beneficially Owned by such Principal Stockholder, (i) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Purchase Agreement; (ii) in favor of election to the Board of Directors the director which TMCT is entitled to designate upon consummation of the Purchase Agreement and who has been identified by TMCT as nominee for such purpose; and (iii) except as otherwise agreed to in writing in advance by TMCT, against the following actions (other than the Purchase (as defined in the Purchase Agreement) and the transactions contemplated by the Purchase Agreement and for the transactions contemplated by that certain Stock Purchase Agreement dated as of the date hereof by and among the Company, SOFTBANK Capital Partners LP and SOFTBANK Capital Advisors Fund LP): (A) a dissolution of the Company or (B) any material change in the present capitalization of the Company or any amendment of the Company's Certificate of Incorporation or By-laws, in each case, which is intended, or could reasonably be expected, to impede, delay or adversely affect the Purchase and the transactions contemplated by this Agreement and the Purchase Agreement. The Principal Stockholder agrees that it shall not enter into any agreement or understanding with any Person the effect of which would be inconsistent or violative of the provisions and agreements contained in this Section 2. 2.2 Irrevocable Proxy. The Principal Stockholder, in furtherance of ----------------- the transactions contemplated hereby and by the Purchase Agreement, and in order to secure the performance by the Principal Stockholder of its duties under this Agreement, shall, if and when requested by TMCT, promptly execute and deliver to TMCT an irrevocable proxy, substantially in the form of Exhibit A hereto, and irrevocably appoint Purchaser or its designees, with full power of substitution, its attorney, agent and proxy to vote (or cause to be voted) or, if applicable, to give consent with respect to, all of the shares of Common Stock Beneficially Owned by such Principal Stockholder, together with any shares acquired by such Principal Stockholder in any capacity after the date hereof in the manner, and with respect to the matters, set forth in Section 2.1 hereof. The Principal Stockholder acknowledges that the proxy executed and delivered by it shall be coupled with an interest, shall constitute, among other things, an inducement for TMCT to enter into the Purchase Agreement, shall be irrevocable and binding on any successor in interest of such Principal Stockholder and shall not be terminated by operation of law upon the occurrence of any event, including, without limitation, the death or incapacity of such Principal Stockholder. Such proxy shall operate to revoke and render void any prior proxy as to the shares heretofore granted by such Principal Stockholder. Such proxy shall terminate on the Expiration Date. 3. Composition and Nomination of Board of Directors. ------------------------------------------------ 3.1 Board Composition Requirements. The parties hereto intend that ------------------------------ the Board of Directors of the Company shall consist of seven (7) members. TMCT shall have the right to designate one (1) member of the Company's Board of Directors (the "Board Composition Requirement") and shall retain such right for so long as TMCT retains ownership of at least 300,000 shares of the Company's Common Stock. At any meeting of stockholders at which directors are to be elected and with respect to any written consent of stockholders of the Company in lieu of meeting relating to the election of directors, the Principal Stockholder shall vote, or execute and deliver a written consent with respect to, all shares of Common Stock and any other voting securities of the Company held of record or Beneficially Owned by it in favor of a slate of directors meeting the Board Composition Requirement and nominated as contemplated by Section 3.2 hereof and against any slate of directors that does not satisfy the Board Composition Requirements or the nomination procedures contemplated by Section 3.2. 3.2 Nominating Procedures. In connection with each meeting of --------------------- stockholders of the Company at which directors of the Company are to be elected, the parties hereto shall cause their designees on the Board to nominate a slate of nominees for director which meets the Board Composition Requirements for so long as this Agreement remains in effect. The nominees so selected by the Board of Directors shall be presented and voted upon at the meeting of stockholders as a slate. 3.3 Removal of Directors. Except as otherwise provided in this -------------------- Section 3.3, the Principal Stockholder agrees not to take any action to remove, with or without cause, the director of the Company designated by TMCT. Notwithstanding the foregoing, TMCT shall at all times have the right to remove and to cause the Principal Stockholder to remove, with or without cause, the director designated by TMCT. 3.4 Vacancies. If a vacancy is created on the Board of Directors by --------- reason of the death, disability, removal or resignation of any one of the directors, the Principal Stockholder shall promptly take all necessary and appropriate action, including, to the extent it has power to do so, calling a special meeting of stockholders or executing a written consent of stockholders in lieu of meeting and voting, or executing and delivering a written consent with respect to, the shares of Common Stock and any other voting securities of the Company then held of record or Beneficially Owned in such a manner to ensure that such vacancy is filled in a manner consistent with the Board Composition Requirements. 4. Action to Reconstitute Board of Directors. If at any time and for any ----------------------------------------- reason the Board of Directors shall fail to satisfy the Board Composition Requirements, then, at the written request of TMCT, the Principal Stockholder shall, to the extent it has power to do so, cause to be called a special meeting of the stockholders to be held for the purpose of taking whatever action may be necessary to ensure that the Board is constituted so as to satisfy the Board Composition Requirements as promptly as practicable. 5. Certificate of Incorporation and Bylaws. The Principal Stockholder --------------------------------------- shall vote all shares of Common Stock and any other voting securities of the Company then held of record or Beneficially Owned and shall take all other actions necessary and appropriate (including, without limitation, removing any director) to ensure that the Company's Certificate of Incorporation and Bylaws do not at any time conflict with the provisions of this Agreement. 6. No Transfer of Capital Stock. The Principal Stockholder hereby agrees ---------------------------- that during the period ending six (6) months after the date hereof, such Principal Stockholder shall not sell, transfer or pledge his Capital Stock to another Person or otherwise engage in any act which would decrease the Principal Stockholder's percentage of Common Stock ownership on the date hereof ("Dispose"), except if such sale, transfer or pledge is consummated in accordance with Rule 144 under the Securities Act of 1933, as amended. In addition, the Principal Stockholder shall not Dispose of his Capital Stock, except, if the transferee agrees in writing to be bound by the provisions of this Agreement. 7. Miscellaneous. ------------- 7.1 Modification and Waiver. No amendment or modification of the ----------------------- terms or provisions of this Agreement shall be binding unless the same shall be in writing and duly executed by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed to or shall constitute a waiver of any other provisions hereof. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof. 7.2 Entire Agreement. This Agreement sets forth the entire ---------------- understanding of the parties with respect to the subject matter hereof. Any previous agreement or understandings between the parties regarding the subject matter hereof are merged into and superseded by this Agreement. 7.3 Severability. In case any provision in this Agreement shall be ------------ invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 7.4 No Implied Rights. Nothing herein, express or implied, is ----------------- intended to or shall be construed to confer upon or give to any person, firm, corporation or legal entity, other than the parties hereto, any interest, rights, remedies or other benefits with respect to or in connection with any agreement or provision contained herein or contemplated hereby. 7.5 Governing Law. This Agreement shall be governed by and construed ------------- in accordance with the laws of the State of Delaware. 7.6 Counterparts. This Agreement may be executed in one or more ------------ counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument. 7.7 Successors and Assigns. The provisions hereof shall inure to the ---------------------- benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. 7.8 Notices. All notices and other communications under this ------- Agreement shall be in writing, and shall be deemed to have been duly given on the date of delivery if delivered personally or on the third business day after mailing or if mailed to the party to whom notice is to be given by first class mail, registered or certified, postage prepaid, return receipt requested, and addressed as follows (until any such address is changed by notice duly given): if to TMCT, to: TMCT Ventures, L.P. 2425 Olympic Boulevard Suite 6050 West Santa Monica, California 90404 Facsimile: (310) 998-8012 Attention: Mark Menell with a copy to: Gibson, Dunn & Crutcher LLP 333 South Grand Avenue, 47th Floor Los Angeles, California 90071 Facsimile: (213) 229-7250 Attention: Bradford P. Weirick, Esq. if to the Principal Stockholder, to: Global Sports, Inc. 555 South Henderson Road King of Prussia, Pennsylvania 19406 Telephone: (610) 768-0900 Facsimile: (610) 768-0753 Attention: Michael G. Rubin with a copy to: Blank Rome Comisky & McCauley LLP One Logan Square Philadelphia, Pennsylvania 19103 Telephone: (215) 569-5544 Facsimile: (215) 569-5628 Attention: Arthur Miller, Esq. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. TMCT VENTURES, L.P. By: /s/ Mark Menell ------------------------- Name: Mark Menell Title: Member /s/ Michael G. Rubin ----------------------------- MICHAEL G. RUBIN EXHIBIT A Irrevocable Proxy In order to secure the performance of the duties of the undersigned pursuant to the Voting Agreement, dated as of April 27,2000 (the "Voting Agreement"), between the undersigned, TMCT Ventures, L.P., the undersigned hereby irrevocably appoints __________, and each of them, the attorneys, agents and proxies, with full power of substitution in each of them, for the undersigned, and in the name, place and stead of the undersigned, to vote (or cause to be voted) or, if applicable, to give consent, in such manners each such attorney, agent and proxy or his substitute shall in his sole discretion deem proper to record such vote (or consent) in the manner, and with respect to the matters, set forth in Section 2 of the Voting Agreement with respect to all shares of Common Stock and voting securities of Global Sports, Inc., a Delaware corporation (the "Company"), which the undersigned is or may be entitled to vote at any meeting of the Company held after the date hereof, whether annual or special and whether or not an adjourned meeting, or if applicable, to given written consent with respect thereto. This Proxy is coupled with an interest, shall be irrevocable and binding on any successor in interest of the undersigned and shall not be terminated by operation of law upon the occurrence of any event, including, without limitation, the death or incapacity of the undersigned. This Proxy shall operate to revoke and render void any prior proxy as to the shares of Common Stock and voting securities heretofore granted by the undersigned. This Proxy shall terminate on ___________. _________________________ Michael G. Rubin EX-99.K 5 dex99k.txt FIRST AMENDMENT TO VOTING AGREEMENT EXHIBIT K First Amendment to Voting Agreement, dated as of September 13, 2000, by and between TMCT Ventures, L.P., a Delaware limited partnership and Michael G. Rubin. FIRST AMENDMENT TO VOTING AGREEMENT THIS FIRST AMENDMENT TO VOTING AGREEMENT (the "Amendment") is made as of September 13, 2000 by and between TMCT Ventures, L.P., a Delaware limited partnership ("TMCT"), and Michael G. Rubin (the "Principal Stockholder"). WHEREAS, TMCT and the Principal Stockholder entered into a certain Voting Agreement (the "Voting Agreement"), as of May 1, 2000, whereby, among other things, the parties agreed to a certain composition of the Board of Directors of Global Sports, Inc. (the "Company"), and WHEREAS, on the date hereof, the Company has entered into a Stock and Warrant Purchase Agreement with QVC, Inc., Comcast Corporation and/or their respective designees (the "Investors"), whereby the Investors have agreed to purchase (the "Investment") (i) certain shares of the Company's common stock, par value $.01 per share (the "Common Stock"), and (ii) certain warrants to purchase shares of the Company's Common Stock; and WHEREAS, as a condition to the Investment in the Company, the Investors have required that TMCT and the Principal Stockholder amend the Voting Agreement to change the composition of the Company's Board of Directors; and WHEREAS, the parties have agreed to make certain additional amendments to the Voting Agreement as set forth herein. NOW THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows: 1. Amendments. For good and valuable consideration, the sufficiency and ---------- receipt of which is hereby acknowledged, the Voting Agreement is amended as follows: (a) The last two (2) sentences of Section 2.2 are hereby amended to read in their entirety: "Such proxy shall operate to revoke and render void any prior proxy as to the shares heretofore granted by such Principal Stockholder which is inconsistent herewith. Such proxy shall terminate upon TMCT no longer having the right to appoint a member to the Company's Board of Directors as pursuant to Section 3.1 hereof." (b) The first sentence of Section 3.1 of the Voting Agreement is hereby amended to read in its entirety: "The parties hereto intend that the Board of Directors of the Company shall consist of nine (9) members." (c) Section 6 is hereby amended to read in its entirety: "6. No Transfer of Capital Stock. The Principal Stockholder ----------------------------- hereby agrees that during the period ending six (6) months after the date hereof, such Principal Stockholder shall not sell, transfer or pledge his Capital Stock to another Person or otherwise engage in any act which would decrease the Principal Stockholder's percentage of Common Stock ownership on the date hereof ("Dispose"), except if such sale, transfer or pledge is (i) consummated in accordance with Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) is consummated pursuant to a registered offering under the Securities Act. In addition, the Principal Stockholder shall not Dispose of more than an aggregate of 1,000,000 shares of the Capital Stock currently owned by the Principal Stockholder, unless all transferees of shares of Capital Stock in excess of the aggregate 1,000,000 shares, to the extent of such excess, shall agree in writing to be bound by the provisions of this Agreement." (d) Section 7.7 is hereby amended and restated to read in its entirety: "7.7 Successors and Assigns. The provisions hereof shall inure to the ---------------------- benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto; provided, however, that this Agreement shall only be binding (a) upon a transferee of shares of Capital Stock of TMCT if such transferee is an affiliate of TMCT, and (b) upon a transferee of shares of Capital Stock of the Principal Stockholder to the extent such transferee is required to become bound by the provisions of this Agreement." (e) The last two (2) sentences of the form of Irrevocable Proxy set forth on Exhibit A are hereby amended to read in their entirety: "This Proxy shall operate to revoke and render void any prior proxy as to the shares of Common Stock and voting securities heretofore granted by the undersigned which is not inconsistent herewith. This Proxy shall terminate in accordance with Section 2.2 of the Voting Agreement." 2. Miscellaneous Provisions. Except as specifically amended herein, the ------------------------- Voting Agreement shall remain in full force and effect in accordance with its terms. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one agreement. This Amendment shall be governed in all respects by Delaware law without regard to conflict of law principles. (****************) IN WITNESS WHEREOF, intending to be legally bound, the parties have caused this Amendment to be executed by their duly authorized representatives as of the date first written above. TMCT VENTURES, L.P. By: Rustic Canyon Partners LLC Its General Partner By: /s/ Mark Menell -------------------------------- Name: Mark Menell Title: Member /s/ Michael G. Rubin ----------------------------------- Michael G. Rubin SIGNATURE PAGE TO FIRST AMENDMENT TO VOTING AGREEMENT EX-99.L 6 dex99l.txt LETTER AGREEMENT EXHIBIT L Letter Agreement, dated as of July 20, 2001, among Rustic Canyon Ventures, L.P. (f/k/a TMCT Ventures, L.P.), a Delaware limited partnership, Global Sports, Inc., a Delaware corporation and Michael G. Rubin. July 20, 2001 VIA TELECOPIER - -------------------------------------------------------------------------------------------------------- Rustic Canyon Ventures, LP Global Sports, Inc Michael G. Rubin (f/k/a TMCT Ventures L.P.) 1075 First Avenue c/o Global Sports, Inc 2425 Olympic Boulevard King of Prussia, PA 19406 1075 First Avenue Suite 6050W Attn: Michael G. Rubin King of Prussia, PA 19406 Santa Monica, CA 90404 Attention: Mark S. Menell - --------------------------------------------------------------------------------------------------------
Re: Letter Agreement Gentlemen: As you are aware, (i) Global Sports, Inc. ("Global") plans to offer, sell and issue, to Interactive Technology Holdings, LLC or certain of its affiliates (collectively, the "Investor"), 3,000,000 shares of its Common Stock at a price per share of $10.00, for an aggregate purchase price of $30,000,000 (the "Company Sale") and (ii) Michael G. Rubin ("Rubin") plans to offer and sell to the Investor, 1,000,000 shares of Global's Common Stock held by him ( the "Rubin Sale") pursuant to a Stock Purchase Agreement to be entered into among Global, Rubin and the Investor (the "2001 Stock Purchase Agreement"). To induce the parties to enter into the 2001 Stock Purchase Agreement, and in consideration of the mutual promises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows. 1. Pursuant to Section 5.3 of the Stock and Warrant Purchase Agreement (the "Purchase Agreement"), dated as of April 27, 2000, by and between TMCT Ventures L.P. Rustic Canyon Ventures, LP (f/k/a TMCT Ventures L.P.) ("RCV") and Global, RCV has been granted certain preemptive rights (the "Preemptive Rights") in the event that Global intends to sell, grant or issue any of its Common Stock or Rights (as such terms are defined in the Purchase Agreement). Intending to be legally bound, RCV hereby waives its Preemptive Rights with respect to the Company Sale described above, including but not limited to, any notice requirements with respect to such Preemptive Rights. Nothing in this letter agreement shall be deemed a waiver of RCV's Preemptive Rights other than with respect to the Company Sale described above. 2. RCV agrees that the sale of up to 1,000,000 shares of the Company's Common Stock by Rubin to the Investor pursuant to the 2001 Stock Purchase Agreement shall not be considered to have been "Disposed" of for the purposes of the last sentence of Section 6 of the Restated Voting Agreement dated as of May 1, 2000 by and between RCV and Rubin, as amended, (as amended, the "RCV-Rubin Voting Agreement"). Except as provided in this paragraph, the RCV-Rubin Voting Agreement shall remain in full force and effect in accordance with its terms 3. This letter agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which shall constitute one agreement. This letter agreement shall be governed in all respects by Delaware law without regard to principles of conflicts of laws. 4. The parties to the respective agreements referred to above agree to take such additional actions and execute such additional documents, including amendments or restatements of the agreements referred to above, as may be reasonably necessary or desirable in connection with the transactions contemplated hereby. Intending to be legally bound, the parties have executed this letter agreement as of the date set forth above. [RCV signature page] RUSTIC CANYON VENTURES, LP (f/k/a TMCT VENTURES, L.P.) By: Rustic Canyon Partners, LLC Its General Partner By: /s/ Mark Menell ---------------------------- Name: Mark Menell Title: Member [Global and Rubin signature page] GLOBAL SPORTS, INC. (as to paragraphs 1, 3 and 4) By: /s/ Michael G. Rubin ---------------------------------- Name: Michael G. Rubin Title: President and Chief Executive Officer MICHAEL G. RUBIN ( as to paragraphs 2, 3, and 4) /s/ Michael G. Rubin --------------------------------------- Michael G. Rubin -----END PRIVACY-ENHANCED MESSAGE-----