-----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, BZ879NP358HzkpTq1s8ChDl7e9ltnY6iW/t8oXDhfNLsfETWyjiZRUjMu9wV7xLG Ewvm2rrnDpfcV5YMJILDuQ== 0001021408-02-005498.txt : 20020419 0001021408-02-005498.hdr.sgml : 20020419 ACCESSION NUMBER: 0001021408-02-005498 CONFORMED SUBMISSION TYPE: PRE 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020523 FILED AS OF DATE: 20020419 FILER: 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: PRE 14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-16611 FILM NUMBER: 02616032 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 PRE 14A 1 dpre14a.txt GLOBAL SPORTS, INC. PRELIMINARY PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [_] Check the appropriate box: [X] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) [_] Definitive Proxy Statement [_] Definitive Additional Materials [_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12 Global Sports, Inc. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) Not Applicable - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------- (5) Total fee paid: ------------------------------------------------------------------------- [_] Fee paid previously with preliminary materials. [_] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------- (3) Filing Party: ------------------------------------------------------------------------- (4) Date Filed: ------------------------------------------------------------------------- Notes: [LOGO] Global Sports Inc. April , 2002 Dear Shareholder: You are cordially invited to attend the Annual Meeting of Shareholders of Global Sports, Inc. which will be held on Thursday, May 23, 2002 at 10:00 a.m. local time at the Radisson Hotel Valley Forge, 1160 First Avenue, King of Prussia, PA 19406. The official notice of the Annual Meeting together with a proxy statement and proxy card are enclosed. Please give this information your careful attention. At the meeting, shareholders of Global Sports are being asked to elect eight directors of Global Sports, to approve an amendment to Global Sports' certificate of incorporate to change its corporate name to GSI Commerce, Inc. and to act upon such other business as may properly come before the meeting. Whether or not you expect to attend the meeting in person, it is important that your shares be voted at the meeting. I urge you to specify your choices by marking the enclosed proxy and returning it promptly. Sincerely, Michael G. Rubin Chairman of the Board, President and Chief Executive Officer 1075 First Avenue, King of Prussia, PA 19406 (610) 265-3229 [LOGO] Global Sports Inc. GLOBAL SPORTS, INC. 1075 FIRST AVENUE KING OF PRUSSIA, PA 19406 ----------------- NOTICE OF ANNUAL MEETING OF SHAREHOLDERS to be held May 23, 2002 ----------------- To Our Shareholders: Notice is hereby given that the Annual Meeting of Shareholders (the "Annual Meeting") of Global Sports, Inc. ("Global Sports") will be held on Thursday, May 23, 2002, at 10:00 a.m. local time, at the Radisson Hotel Valley Forge, 1160 First Avenue, King of Prussia, PA 19406, for the following purposes: 1. To elect eight directors, as more fully described in the accompanying Proxy Statement; 2. To approve the amendment of Global Sports' Certificate of Incorporation to change Global Sports' name to GSI Commerce, Inc.; and 3. To act upon such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof. The Board of Directors is not aware of any other business to come before the Annual Meeting. The Board of Directors has fixed March 26, 2002 as the record date for the determination of shareholders entitled to vote at the Annual Meeting. Only shareholders of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting. YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE URGED TO SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE; NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. By Order of the Board of Directors, Arthur H. Miller Secretary King of Prussia, Pennsylvania April , 2002 Global Sports, Inc. 1075 First Avenue King of Prussia, PA 19406 ----------------- PROXY STATEMENT ----------------- The accompanying Proxy is solicited by and on behalf of the Board of Directors of Global Sports, Inc. ("Global Sports" or the "Company") for the Annual Meeting of Shareholders (the "Annual Meeting") to be held on Thursday, May 23, 2002, at 10:00 a.m. local time, for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders, and at any postponement or adjournment thereof. The Annual Meeting will be held at the Radisson Hotel Valley Forge, 1160 First Avenue, King of Prussia, PA 19406. Unless the context requires otherwise, all references herein to Global Sports refer to Global Sports, Inc. and its subsidiaries. This Proxy Statement, the Notice of Annual Meeting and the Proxy are first being mailed to shareholders on or about April , 2002. The cost of soliciting proxies will be borne by Global Sports. In addition to solicitation by mail, proxies may be solicited in person or by telephone, telegraph or fax by directors, officers or employees of Global Sports without additional compensation. Upon request by brokers, dealers, banks or voting trustees, or their nominees who are record holders of Global Sports Common Stock, Global Sports will pay the reasonable expenses incurred by such record holders for mailing proxy materials to any beneficial owners of the Common Stock. Record Date and Quorum Record Date and Quorum Only shareholders of record at the close of business on March 26, 2002 (the "Record Date") will be entitled to notice of, and to vote at, the Annual Meeting. As of the Record Date, Global Sports had 38,536,797 shares of Common Stock issued and outstanding and 400 shares of Series A Preferred Stock issued and outstanding. Each share of Common Stock outstanding is entitled to one vote on each matter which may be brought before the Annual Meeting. The shares of Series A Preferred Stock outstanding have no voting rights with respect to any matter which may be brought before the Annual Meeting. In order for a quorum to be present at the Annual Meeting, a majority of the outstanding shares of Global Sports Common Stock as of the close of business on the Record Date must be present in person or represented by proxy at the Annual Meeting. All such shares that are present in person or represented by proxy at the Annual Meeting including abstentions and broker non-votes will be counted in determining whether a quorum is present. Voting of Shares Voting of Shares A Proxy is enclosed. If properly executed and received in time for voting, and not revoked, the enclosed Proxy will be voted in accordance with the instructions indicated by the shareholders. If no instructions to the contrary are indicated, the persons named in the enclosed Proxy will vote all shares of Common Stock represented by such Proxy: (i) FOR election of all nominees for director named in this Proxy Statement; (ii) FOR approval of the amendment of Global Sports' Certificate of Incorporation to change its name to GSI Commerce, Inc.; and (iii) in the discretion of the persons named in the enclosed Proxy as to any other matter that may properly come before the Annual Meeting. The election of directors will be determined by a plurality vote. The affirmative vote of a majority of the shares of Common Stock outstanding on the Record Date is required to approve the amendment of Global Sports' Certificate of Incorporation. An abstention, withholding of authority to vote or broker non-vote on any proposal, other than the election of directors, will have the same legal effect as an "against" vote. 1 Revocation of Proxies Revocation of Proxies Sending in a signed Proxy will not affect the shareholder's right to attend the Annual Meeting and vote in person since the Proxy is revocable. Any shareholder giving a Proxy has the power to revoke it by delivering a later dated Proxy or giving written notice to the Secretary of Global Sports at any time before the Proxy is exercised. Attendance at the Annual Meeting will not, by itself, revoke a Proxy. Change in Fiscal Year End For all years prior to 1999, Global Sports' fiscal year ended on December 31. Effective for 1999, Global Sports changed its fiscal year from the last day of December to the Saturday nearest the last day of December. As used in this Proxy Statement, "fiscal 1999", "fiscal 2000" and "fiscal 2001" refer to Global Sports' fiscal years ended January 1, 2000, December 30, 2000 and December 29, 2001, respectively, and "fiscal 2002" refers to Global Sports' fiscal year ending December 28, 2002. 2 PROPOSAL 1--ELECTION OF DIRECTORS Global Sports' Bylaws, as amended, provide that the number of directors shall be as established by the Board of Directors. The Board of Directors has set the number of directors at eight. The following table sets forth certain information regarding the nominees for election to the Board of Directors to serve for one-year terms until the 2003 Annual Meeting and until their respective successors are elected and qualified.
Position(s) Held Director Term to Name Age(1) in the Company Since Expire - ---- ------ ----------------------------------------------- -------- ------- Michael G. Rubin 29 Chairman, President and Chief Executive Officer 1995 2003 Kenneth J. Adelberg 49 Director 1995 2003 M. Jeffrey Branman 46 Director 2001 2003 Ronald D. Fisher 54 Director 2000 2003 Harvey Lamm 66 Director 1998 2003 Mark S. Menell 37 Director 2000 2003 Michael S. Perlis 49 Director 2001 2003 Jeffrey F. Rayport 42 Director 1999 2003
- -------- (1) As of March 30, 2002. The principal occupation of each nominee for election to the Board of Directors is set forth below. Michael G. Rubin has served as Global Sports' Chairman of the Board and Chief Executive Officer since July 1995 and as Global Sports' President since June 2000. Mr. Rubin was named Entrepreneur of the Year in 1994 and 2000 at the Greater Philadelphia Entrepreneur of the Year Awards sponsored by Ernst & Young. Mr. Rubin attended Villanova University, Villanova, Pennsylvania. Kenneth J. Adelberg has been one of Global Sports' directors since July 1995. Mr. Adelberg has served as President and Chief Executive Officer of HiFi House Group of Companies, a privately-held company based in Broomall, Pennsylvania, since 1987. Mr. Adelberg is a director and founding stockholder of US Wats, Inc., a publicly-traded company specializing in business telecommunications services, located in Bala Cynwyd, Pennsylvania, which was established in 1989. Mr. Adelberg is a founding stockholder and director of Republic Bank, Philadelphia, Pennsylvania, a publicly-traded bank which has been in operation since 1989. Mr. Adelberg is also a director of First Republic Bank and Trackpower, Inc. Mr. Adelberg holds Bachelor of Science degrees in Biophysics and Physiological Psychology from Pennsylvania State University and attended the MBA program at Drexel University, Philadelphia, Pennsylvania. M. Jeffrey Branman has been one of Global Sports' directors since October 2001. Mr. Branman has served as President of Interactive Technology Partners, a subsidiary of Comcast Corporation since April 2000. Interactive Technology Partners serves as financial advisor to Interactive Technology Holdings, LLC, a joint venture of Comcast Corporation and QVC, Inc. From March 1996 to February 2000, Mr. Branman was Senior Vice President Corporate Development of Foot Locker, Inc. and Chief Executive Officer of FootLocker.com, the internet and direct marketing subsidiary of Foot Locker. Mr. Branman is also Chairman of Commerce Technologies, Inc. Mr. Branman is a graduate of the University of California, Berkeley and the Carnegie Mellon University Graduate School of Industrial Administration. Ronald D. Fisher has been one of Global Sports' directors since March 2000. Mr. Fisher currently serves as the Vice Chairman of SOFTBANK Holdings, Inc. and Chief Executive Officer of SOFTBANK Global Ventures, a global private equity organization. He joined SOFTBANK in October 1995. From January 1990 to September 1995, Mr. Fisher was chief executive officer of Phoenix Technologies, Ltd., a developer and marketer of system software products. Mr. Fisher is also a director of SOFTBANK Corporation, E*TRADE Group, Inc., InsWeb Corporation, Key3media Group, Inc., PeoplePC, Inc and OptiMark Technologies. Mr. Fisher received a Bachelor 3 of Commerce degree from the University of Witwatersand in South Africa and an MBA from Columbia University. Harvey Lamm has been one of Global Sports' directors since April 1998. Mr. Lamm has served as a director and Chief Executive Officer of Vintek Corporation, a privately-held company based in Philadelphia, Pennsylvania since 1996. Vintek specializes in automated title management and the development of tools to reduce cost and manage risk for automotive finance institutions. From 1990 to 1996, Mr. Lamm spent his time managing his investments. From 1967 until 1990, Mr. Lamm served as Chairman of the Board, Chief Executive Officer, President and Chief Operating Officer of Subaru of America, Inc., until its acquisition by Fuji Heavy Industries Ltd. Mr. Lamm helped found Subaru of America, which was the exclusive importer of Subaru brand vehicles in the United States and was a publicly traded company listed on the Nasdaq National Market. Mr. Lamm holds degrees from Pennsylvania State University and Drexel University. Mark S. Menell has been one of Global Sports' directors since April 2000. Mr. Menell has been a partner of Rustic Canyon Ventures since January 2000. From August 1990 to January 2000, Mr. Menell was an investment banker at Morgan Stanley Witter, most recently as Principal and co-head of Morgan Stanley Dean Witter's Technology Mergers and Acquisitions Group, based in Menlo Park, CA. Mr. Menell received a B.A. magna cum laude in economics from the University of Pennsylvania and a B.S. magna cum laude in finance and an MBA from the University of Pennsylvania's Wharton School of Business. Michael S. Perlis has been once of Global Sports' directors since May 2001. Mr. Perlis has been Venture Partner of SOFTBANK Capital Partners LP since July 2000. From November 1998 to June 2000, Mr. Perlis was employed by Ziff-Davis Inc., most recently as President & Chief Executive Officer. While at Ziff-Davis, Mr. Perlis was responsible for the portfolio of Ziff-Davis owned and licensed titles. From June 1996 to October 1998, Mr. Perlis served as President, Chief Operating Officer and Partner of TVSM Inc., a publisher of system specific television listing and guidance publications. Mr. Perlis received a B.A. from Syracuse University. Dr. Jeffrey F. Rayport has been one of Global Sports' directors since April 1999. Dr. Rayport has been executive director of the Monitor Marketspace Center, a technology and e-commerce media unit based at Monitor Company, a global strategy consulting firm headquartered in Cambridge, Massachusetts, since September, 1998. Dr. Rayport has also been a faculty member in the Service Management Interest Group at the Harvard Business School since prior to 1995. Dr. Rayport went on leave from the Harvard Business School in September, 1998. Dr. Rayport earned an A.B. from Harvard College, an M.Phil. in International Relations at the University of Cambridge and an A.M. in the History of American Civilization and a Ph.D. in Business History at Harvard University. Dr. Rayport is also a director of BeFree, Inc. and MarketWatch.com, Inc. The stock purchase agreements pursuant to which certain funds affiliated with SOFTBANK America Inc. ("SOFTBANK") acquired their shares of Global Sports Common Stock provide that SOFTBANK has the right to designate up to two members of Global Sports' Board of Directors, depending on the number of shares of Global Sports Common Stock held by SOFTBANK. Additionally, one of the SOFTBANK directors will be entitled to serve as a member of each committee of the Board of Directors. Messrs. Fisher and Perlis are the SOFTBANK nominees for election to the Board of Directors at the 2002 Annual Meeting. The stock purchase agreement pursuant to which Rustic Canyon Ventures, L.P., f/k/a TMCT Ventures, L.P. ("Rustic Canyon") acquired its shares of Global Sports Common Stock provides that Rustic Canyon has the right to designate one member of Global Sports' Board of Directors. Mr. Menell is the Rustic Canyon nominee for election to the Board of Directors at the 2002 Annual Meeting. The stock purchase agreement pursuant to which Interactive Technology Holdings, LLC ("ITH") acquired its shares of Global Sports Common Stock provides that ITH has the right to designate up to two members of Global Sports' Board of Directors, depending on the number of shares of Global Sports Common Stock held by ITH. Additionally, one of the ITH directors will be entitled to serve as a member of each committee of the Board of Directors. Mr. Branman is the ITH nominee for election to the Board of Directors at the 2002 Annual Meeting. ITH has not nominated its second member of Global Sports' Board of Directors. 4 THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE NOMINEES FOR DIRECTORS. Board, Committees and Attendance at Meetings The Board of Directors of Global Sports held 10 meetings during fiscal 2001. During fiscal 2001, no director attended fewer than 75% of the aggregate of (i) the total number of Board meetings held during the period for which he was a director and (ii) the total number of meetings held by committees of the Board of Directors on which he served, during the period he served, except that Mr. Rayport was unable to attend 4 Board meetings and that Mr. Lamm was unable to attend 3 Board meetings. The following is a description of each of the committees of the Board of Directors of Global Sports. Audit Committee. During fiscal 2001, members of the Audit Committee were Messrs. Lamm, Menell and Perlis. Mr. Perlis joined the Audit Committee in May 2001 after being elected at the 2001 annual meeting of shareholders of Global Sports. Mr. Perlis replaced Mr. Lax who served on the Audit Committee from the beginning of fiscal 2001 until the 2001 annual meeting. The Audit Committee reviews Global Sports' audited financial statements and the independence of the independent auditors and makes recommendations to the Board of Directors concerning Global Sports' accounting practices and policies and the selection of independent accountants. The responsibilities of the Audit Committee are described in the Audit Committee Charter adopted by the Audit Committee and the Board of Directors, a copy of which is filed with the Securities and Exchange Commission. Each member of the Audit Committee is independent, as defined in Rule 4200(a)(15) of the National Association of Securities Dealers' listing standards. The Audit Committee held 6 meetings during fiscal 2001. Compensation Committee. During fiscal 2001, members of the Compensation Committee were Messrs. Lamm, Perlis and Rayport. Mr. Perlis joined the Compensation Committee in May 2001 after being elected at the 2001 annual meeting of shareholders of Global Sports. Mr. Perlis replaced Mr. Lax who served on the Compensation Committee from the beginning of fiscal 2001 until the 2001 annual meeting. The Compensation Committee is responsible for establishing salaries, bonuses and other compensation for the executive officers and administers Global Sports' stock option plans. The Compensation Committee held 6 meetings during fiscal 2001. Compensation of Directors Under Global Sports' current policy, upon election to the Board of Directors, non-employee directors of Global Sports receive an option to purchase [30,000] shares of Global Sports Common Stock as compensation for their services to Global Sports. The directors do not receive any cash compensation for their services on behalf of Global Sports but are reimbursed for reasonable travel and lodging expenses incurred in attending meetings of the Board of Directors and any Committee. Mr. Rubin, the only director who is also an officer of Global Sports, does not receive any separate fee for acting in his capacity as a director. On September 19, 1995, the Board of Directors adopted, and on November 15, 1995, the shareholders approved, the 1995 Non-Employee Directors' Stock Plan (the "Directors' Plan"). Pursuant to the Directors' Plan, options originally could be granted with respect to an aggregate of 12,500 shares of Common Stock. Effective December 31, 1997, the Board of Directors terminated the Directors' Plan, which remains in effect only as to unexercised options granted under the Directors' Plan. Audit Committee Report The Audit Committee serves as an independent and objective party to monitor Global Sports' financial reporting process and internal control system. The Audit Committee reviews and appraises the audit efforts of Global Sports' independent accountants and financial management, including internal auditing, if applicable, and provides an open avenue of communication among the independent accountants, financial and senior management and the Board of Directors. Each member of the Audit Committee is independent, as defined in 5 Rule 4200(a)(15) of the National Association of Securities Dealers' listing standards. The Board of Directors adopted a written charter for the Audit Committee on June 14, 2000, a copy of which is filed with the Securities and Exchange Commission. The Audit Committee has reviewed and discussed the audited financial statements with Global Sports' management. The Audit Committee has also discussed with Deloitte & Touche LLP, the Company's independent auditors, the matters required to be discussed by Statement on Auditing Standards No. 61, "Communication with Audit Committees." The Audit Committee has received the disclosures from Deloitte & Touche LLP required by Independence Standards Board Standard No. 1, "Independence Discussions with Audit Committees," and has discussed with Deloitte & Touche LLP their independence. Based upon the review and discussions referred to above, the Audit Committee recommended to the Board of Directors of Global Sports that the audited financial statements be included in Global Sports' Annual Report on Form 10-K for fiscal 2001 for filing with the Securities and Exchange Commission. Harvey Lamm Mark S. Menell Michael S. Perlis 6 BENEFICIAL OWNERSHIP OF COMMON STOCK The following table sets forth, as of April 1, 2002, the beneficial ownership of Global Sports Common Stock by: (i) each person known by Global Sports to be the beneficial owner of five percent or more of Global Sports' outstanding Common Stock, (ii) each director and nominee for director of Global Sports, (iii) each executive officer of Global Sports who is named in the Summary Compensation Table below (the "Named Officers") and (iv) the directors and executive officers of Global Sports as a group. Unless otherwise specified, all persons listed below have sole voting and investment power with respect to their shares. The business address of the officers and directors of Global Sports is that of Global Sports.
Name, Position and Address Number of Shares Percentage of Beneficial Owner Beneficially Owned(1) of Class -------------------------- --------------------- -------- Michael G. Rubin (2) Chairman, President and Chief Executive Officer........................................ 7,317,096 18.9% Robert W. Liewald (3) Executive Vice President, Merchandising.................................................. 221,664 * Arthur H. Miller (4) Executive Vice President and General Counsel................................................ 224,176 * Mark S. Reese (5) Executive Vice President and Chief Operating Officer........................................ 88,538 * Glenn P. Walls (6) Senior Vice President, Merchandising.................................................. 10,800 * Kenneth J. Adelberg (7) Director....................................................... 130,650 * M. Jeffrey Branman (8) Director....................................................... 33,000 * Ronald D. Fisher (9) Director....................................................... 9,922,600 25.0% Harvey Lamm (10) Director....................................................... 162,260 * Mark S. Menell (11) Director....................................................... 1,115,650 2.9% Michael S. Perlis (12) Director....................................................... 9,928,850 25.0% Jeffrey F. Rayport (13) Director....................................................... 48,750 * Interactive Technology Holdings, LLC (14)........................ 13,800,000 31.8% SOFTBANK Affiliates (15)......................................... 9,903,850 25.0% All executive officers and directors as a group (15 persons) (16) 19,646,042 47.3%
- -------- * Less than one percent (1) The securities "beneficially owned" by an individual are determined in accordance with the definition of "beneficial ownership" set forth in the regulations of the SEC. Accordingly, they may include securities owned by or for, among others, the wife and/or minor children of the individual and any other relative who has the same home as such individual, as well as other securities as to which the individual has or shares voting or investment power or has the right to acquire under outstanding stock options within 60 days of the date of this table. Beneficial ownership may be disclaimed as to certain of the securities. 7 (2) Includes 250,000 shares of Common Stock issuable upon the exercise of options. (3) Includes 163,750 shares of Common Stock issuable upon the exercise of options and 10,000 shares of Common Stock issuable upon the exercise of warrants. (4) Includes 220,833 shares of Common Stock issuable upon the exercise of options. (5) Includes 40,624 shares of Common Stock issuable upon the exercise of options. (6) Includes 7,500 shares of Common Stock issuable upon the exercise of options. (7) Includes 85,000 shares of Common Stock issuable upon the exercise of options. (8) Includes 25,000 shares of Common Stock issuable upon the exercise of options. (9) Consists of (i) 38,750 shares of Common Stock issuable to Mr. Fisher upon the exercise of options; (ii) 4,309,176 shares of Common Stock held by SOFTBANK Capital Partners LP; (iii) 4,235,098 shares of Common Stock held by SOFTBANK Capital LP; (iv) 109,576 shares of Common Stock held by SOFTBANK Capital Advisors Fund LP; (v) 624,978 shares of Common Stock issuable to SOFTBANK Capital Partners LP upon the exercise of warrants; (vi) 614,234 shares of Common Stock issuable to SOFTBANK Capital LP upon the exercise of warrants and (vii) 10,788 shares of Common Stock issuable to SOFTBANK Capital Advisors Fund LP upon the exercise of warrants. Mr. Fisher is a Managing Director of the general partner of each of these SOFTBANK entities. Mr. Fisher disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest. (10) Includes 150,000 shares of Common Stock issuable upon the exercise of options. (11) Consists of (i) 38,750 shares of Common Stock issuable upon the exercise of options; (ii) 764,400 shares of Common Stock held by Rustic Canyon; and (iii) 312,500 shares of Common Stock issuable to Rustic Canyon upon the exercise of warrants. Mr. Menell is a Partner of Rustic Canyon. Mr. Menell disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest. (12) Consists of (i) 25,000 shares of Common Stock issuable to Mr. Perlis upon the exercise of options; (ii) 4,309,176 shares of Common Stock held by SOFTBANK Capital Partners LP; (iii) 4,235,098 shares of Common Stock held by SOFTBANK Capital LP; (iv) 109,576 shares of Common Stock held by SOFTBANK Capital Advisors Fund LP; (v) 624,978 shares of Common Stock issuable to SOFTBANK Capital Partners LP upon the exercise of warrants; (vi) 614,234 shares of Common Stock issuable to SOFTBANK Capital LP upon the exercise of warrants; and (vii) 10,788 shares of Common Stock issuable to SOFTBANK Capital Advisors Fund LP upon the exercise of warrants. Mr. Perlis is Venture Partner of SOFTBANK Capital Partners LP. Mr. Perlis disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest. (13) Consists of 48,750 shares of Common Stock issuable upon the exercise of options. (14) Includes 4,800,000 shares of Common Stock issuable upon the exercise of warrants. The business address of Interactive Technology Holdings, LLC is c/o QVC, Inc., Studio Park, West Chester, PA 19380. (15) Consists of (i) 4,309,176 shares of Common Stock held by SOFTBANK Capital Partners LP; (ii) 4,235,098 shares of Common Stock held by SOFTBANK Capital LP; (iii) 109,576 shares of Common Stock held by SOFTBANK Capital Advisors Fund LP; (iv) 624,978 shares of Common Stock issuable to SOFTBANK Capital Partners LP upon the exercise of warrants; (v) 614,234 shares of Common Stock issuable to SOFTBANK Capital LP upon the exercise of warrants; and (vi) 10,788 shares of Common Stock issuable to SOFTBANK Capital Advisors Fund LP upon the exercise of warrants. The business address of SOFTBANK is 10 Langley Road, Suite 403, Newtown Center, MA 02159. (16) Includes (i) an aggregate of 1,435,514 shares of Common Stock issuable upon the exercise of options held by all executive officers and directors as a group; (ii) an aggregate of 10,000 shares of Common Stock issuable upon the exercise of warrants held by all executive officers and directors as a group; (iii) 4,309,176 shares of Common Stock held by SOFTBANK Capital Partners LP; (iv) 4,235,098 shares of Common Stock held by SOFTBANK Capital LP; (v) 109,576 shares of Common Stock held by SOFTBANK Capital Advisors Fund LP; (vi) 764,400 shares of Common Stock held by Rustic Canyon; (vii) 624,978 shares of Common Stock issuable to SOFTBANK Capital Partners LP upon the exercise of warrants; (viii) 614,234 shares of Common Stock issuable to SOFTBANK Capital LP upon the exercise of warrants; (ix)10,788 shares of Common Stock issuable to SOFTBANK Capital Advisors Fund LP upon the exercise of warrants; (x) 312,500 shares of Common Stock issuable to Rustic Canyon upon the exercise of warrants; and (xi) 4,800,000 shares of Common Stock issuable to Interactive Technology Holdings, LLC upon the exercise of warrants. 8 PROPOSAL 2--AMENDMENT OF CERTIFICATE OF INCORPORATION TO CHANGE GLOBAL SPORTS NAME TO GSI COMMERCE INC. The Company's current name is Global Sports, Inc. On February 5, 2002, the Board of Directors approved an amendment to the Company's Certification of Incorporation to change the Company's name to GSI Commerce, Inc. The Certification of Incorporation, as proposed to be amended is attached as Appendix A to this Proxy Statement. Shareholder approval of this proposal is required under Delaware law. Approval of the amendment to Global Sports' Certificate of Incorporation requires the affirmative vote of the holders of a majority of the outstanding shares of Global Sports Common Stock. THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE AMENDMENT OF GLOBAL SPORTS' CERTIFICATE OF INCORPORATION TO CHANGE ITS NAME TO GSI COMMERCE, INC. . EXECUTIVE COMPENSATION Compensation Committee Report During fiscal 2001, Global Sports' Compensation Committee of the Board of Directors was comprised of Messrs. Lamm, Perlis and Rayport. Mr. Perlis joined the Audit Committee in May 2001 after being elected at the 2001 annual meeting of shareholders of Global Sports. Mr. Perlis replaced Mr. Lax who served on the Audit Committee from the beginning of fiscal 2001 until the 2001 annual meeting. For fiscal 2001, the Compensation Committee reviewed the compensation of executive officers, made decisions regarding executive compensation and administered Global Sports' employee equity incentive plans. Global Sports' compensation policies for executive officers are to: . provide compensation packages to attract, motivate and retain executives, . link a significant portion of compensation to financial results to reward successful performance, and . provide long-term equity based compensation to further align the interests of executives with those of the shareholders and further reward success and performance. The principal components of Global Sports' executive compensation are base salary, incentive compensation and periodic grants of stock options or awards. The award of bonuses and stock options serve as incentives for superior performance and are based upon both the performance of the executives and Global Sports. In determining compensation levels, Global Sports considers compensation packages offered by similar sized companies within the e-commerce industry. Compensation levels for individual executive officers may be more or less than those offered by such other companies, depending on a subjective assessment of individual factors, such as the executive's position, skills, achievements, tenure with Global Sports and historical compensation levels. Global Sports has employment agreements with the following Named Officers: Michael G. Rubin, Global Sports' Chairman, President and Chief Executive Officer, Arthur H. Miller, Global Sports' Executive Vice President and General Counsel and Mark S. Reese, Global Sports Executive Vice President and Chief Operating Officer. Compensation of the Named Officers for fiscal 2000 was determined in accordance with these 9 employment agreements as described herein. Mr. Rubin's compensation in fiscal 2000 consisted solely of the base salary provided for in his employment agreement. Mr. Rubin's compensation was not based on Global Sports' performance. Under the stock option plans established by Global Sports, stock options are periodically granted to employees at the discretion of the Board of Directors or Compensation Committee. It is contemplated that executives of Global Sports will be eligible to receive stock option grants, subject to individual performance and the performance of Global Sports as a whole. During fiscal 2001, Global Sports' Named Officers were granted a total of 1,385,000 options to purchase Common Stock at exercise prices ranging from $5.56 to $9.00 per share. Section 162(m) of the Code generally denies a deduction to any publicly held company, such as Global Sports, for certain compensation exceeding $1,000,000 paid in any taxable year to the chief executive officer and the four other highest paid executive officers, excluding, among other things, certain qualified performance-based compensation. The Board of Directors has not yet recommended any change to Global Sports' executive compensation policies and plans as a result of Section 162(m). The Compensation Committee has considered the impact of Section 162(m) and believes that it will not have a material adverse effect on Global Sports in fiscal 2002. Harvey Lamm Michael S. Perlis Jeffrey Rayport Compensation Committee Interlocks and Insider Participation None of the members of the Board's Compensation Committee is or has been an officer or employee of Global Sports. Mr. Perlis is a Venture Partner of SOFTBANK Capital Partners LP, the SOFTBANK affiliate through which SOFTBANK has acquired an aggregate of 4,309,176 shares of Global Sports Common Stock and warrants to purchase an aggregate of 624,978 shares of Global Sports Common Stock. Two other SOFTBANK affiliates, SOFTBANK Capital LP and SOFTBANK Advisors Funds LP, own 4,235,098 and 109,576 shares, respectively, of Global Sports Common Stock and warrants to purchase an aggregate of 614,234 and 10,788 shares, respectively, of Global Sports Common Stock. 10 Summary Compensation Table The following table sets forth information regarding compensation paid by Global Sports and its subsidiaries to each Named Officer.
Long Term Compensation (1) ----------------------- Annual Compensation Awards ------------------------------ ----------------------- Securities Restricted Underlying Name and Fiscal Other Annual Stock Options/ All Other Principal Position Year Salary Bonus Compensation(2) Award(s) SARS(#) Compensation(3) - -------------------------- ------ -------- -------- --------------- ---------- ---------- --------------- Michael G. Rubin 2001 $325,000 -- -- -- -- $ 765 Chairman, President and 2000 375,400 -- -- -- -- 510 Chief Executive Officer................ 1999 450,000 -- -- -- -- 510 Robert W. Liewald 2001 250,000 -- -- -- 150,000 7,861 Executive Vice President, 2000 200,000 $100,000 -- -- 25,000 4,318 Merchandising............ 1999 90,769 100,000 -- -- 105,000 170 Arthur H. Miller 2001 225,000 100,000 -- -- 175,000 5,329 Executive Vice President 2000 200,000 100,000 -- -- 50,000 3,846 and General Counsel...... 1999 40,385 25,000 $130,505(4) $149,900(5) 100,000 43 Mark S. Reese 2001 250,000 -- -- -- 25,000 8,250 Executive Vice President 2000 144,231 30,000 -- 199,421(6) 125,000 37,796(7) and Chief Operating Officer................ 1999 -- -- -- -- -- -- Glenn P. Walls 2001 190,000 -- -- 31,450(8) 30,000 3,021 Senior Vice President, 2000 162,500 24,375 -- -- 50,000 -- Merchandising............ 1999 133,269 45,000 -- -- -- --
- -------- (1) Global Sports did not grant any stock appreciation rights during the years presented. (2) Excludes perquisites and other personal benefits that do not, in the aggregate, exceed $50,000 or 10% of each officer's total salary and bonus. (3) For fiscal 2001, consists of (i) Global Sports' matching contributions under its 401(k) Profit Sharing Plan in the amount of $375, $7,471, $4,939, $7,860 and $2,631 for Messrs. Rubin, Liewald, Miller, Reese and Walls, respectively, and (ii) insurance premiums paid by Global Sports with respect to term life insurance in the amount of $390 for each of Messrs. Rubin, Liewald, Miller, Reese and Walls. (4) Consists of amounts reimbursed during fiscal 1999 for the payment of taxes. (5) On August 9, 1999, Mr. Miller was granted a restricted stock award of 10,000 shares of Global Sports Common Stock, vesting on the date of grant. The amount set forth in the table is the market value of the award on the date of grant, net of the amount paid by Mr. Miller. (6) On May 26, 2000, Mr. Reese was granted a restricted stock award of 46,377 shares of Global Sports Common Stock vesting on the date of grant. The amount set forth in the table is the market value of the award on the date of grant, net of the amount paid by Mr. Reese. (7) Includes $37,378 reimbursement of relocation costs paid pursuant to Mr. Reese's Employment Agreement. (8) On January 5, 2001, Mr. Walls was granted a restricted stock award of 5,000 shares of Global Sports Common Stock vesting on the date of grant. The amount set forth in the table is the market value of the award on the date of grant, net of the amount paid by Mr. Walls. 11 Option/SAR Grants in Last Fiscal Year The following table sets forth certain information regarding options to purchase shares of Common Stock granted to the Named Officers during fiscal 2001. No SAR's were granted during fiscal 2001.
Potential Realized Value at Assumed Annual Rates of Stock Price Appreciation for Option Individual Grants Term (1) ---------------------------------------------- ------------------------ Number of % of Total securities Options/SARs Exercise underlying Granted to or Base Options/SARs Employees in Price Expiration Name Granted (#) Fiscal Year ($/Sh) Date 5% ($) 10% ($) - ------------------------------ ------------ ------------ -------- ---------- ---------- ---------- Michael G. Rubin Chairman, President and Chief Executive Officer....... 1,000,000(2) 38.2% $5.56 01/03/11 $3,498,571 $8,865,763 Robert W. Liewald Executive Vice President, 75,000(3) 5.56 01/03/11 262,393 664,931 Merchandising................. 75,000(4) 5.7 9.00 07/19/11 424,508 1,075,748 Arthur H. Miller Executive Vice President and 75,000(5) 5.56 01/03/11 262,393 664,931 General Counsel............... 100,000(6) 9.00 07/19/11 566,010 1,434,330 Mark S. Reese Executive Vice President and Chief Operating Officer....... 25,000(7) 1.0 5.56 01/03/11 87,464 221,644 Glenn P. Walls Senior Vice President, Merchandising................. 30,000(8) 1.1 5.56 01/03/11 104,957 265,973
- -------- (1) Represents the difference between the market value of the Common Stock for which the option may be exercised, assuming that the market value of the Common Stock on the date of grant appreciates in value to the end of the ten-year option term at annualized rates of 5% and 10%, respectively, and the exercise price of the option. The rates of appreciation used in this table are prescribed by regulation of the SEC and are not intended to forecast future appreciation of the market value of the Common Stock. (2) Such option vests as follows: 250,000 on each of January 4, 2002, January 4, 2003, January 4, 2004 and January 4, 2005. (3) Such option vests as follows: 37,500 shares on January 4, 2001 and 12,500 shares on each of January 4, 2002, January 4, 2003 and January 4, 2004. (4) Such option vests as follows: 36,250 on July 20, 2001 and 38,750 on February 20, 2004. (5) Such option vests as follows: 37,500 shares on January 4, 2001 and 12,500 shares on each of January 4, 2002, January 4, 2003 and January 4, 2004. (6) Such option vests as follows: 50,000 shares on July 20, 2001, 2,084 shares on the 20/th day of each month thereafter for the next 23 months and 2,068 shares on July 20, 2003. / (7) Such option vests as follows: 6,250 shares on each of January 4, 2001, January 4, 2002, January 4, 2003 and January 4, 2004. (8) Such option vests as follows: 7,500 shares on each of January 4, 2001, January 4, 2002, January 4, 2003 and January 4, 2004. 12 Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year End Option/SAR Values The following table sets forth information regarding options to purchase shares of Common Stock exercised by the Named Officers during fiscal 2001 under Global Sports' stock option plans and the values of options held by such individuals at fiscal year end.
Number of Securities Value of Unexercised Underlying Unexercised In-the-Money Options/ Options/ SARs at SARs at Fiscal Year Shares Acquired Value Fiscal Year End End Exercisable/ Name on Exercise(#) Realized($) Exercisable/Unexercisable Unexercisable (1) - ------------------------------ --------------- ----------- ------------------------- --------------------- Michael G. Rubin Chairman, President and Chief Executive Officer....... -- -- 0/1,000,000 --/$14,387,000 Robert W. Liewald Executive Vice President, Merchandising................. -- -- 133,645/136,355 1,444,928/1,360,897 Arthur H. Miller Executive Vice President and General Counsel........... -- -- 183,592/141,408 1,917,379/1,533,496 Mark S. Reese Executive Vice President and Chief Operating Officer....... 50,000 $538,962 10,937/89,063 163,209/1,369,241 Glenn P. Walls Senior Vice President, Merchandising................. 20,000 181,747 0/60,000 --/811,658
- -------- (1) Represents the aggregate market value (market price of the Common Stock less the exercise price) of the options granted based upon the closing sales price per share of $19.95 at the end of fiscal 2001. Employment Agreements Michael G. Rubin. Effective January 1, 2001, Global Sports entered into a new employment agreement with Mr. Rubin for a term of four years to serve as Global Sports' President and Chief Executive Officer. Pursuant to the terms of the employment agreement, Mr. Rubin is entitled to receive (i) an annual base salary of $325,000 during fiscal 2001, increasing by $25,000 in each successive year, (ii) an annual bonus in such amount and based upon the achievement of such goals as Mr. Rubin and the Compensation Committee may determine and (iii) other benefits similar to those provided to Global Sports' other officers. Mr. Rubin's employment agreement may be terminated by Global Sports with cause, which is defined to include gross negligence or willful misconduct in the performance of his duties under the agreement, willful breach of the agreement or conviction of a felony. Mr. Rubin may terminate his employment with Global Sports for good reason, which is defined to include, among other things, demotion or removal from his position or diminishment of his duties, reduction in base salary or a material reduction in benefits, breach of the agreement by Global Sports or relocation of Mr. Rubin's principal place of employment. In the event of termination by Global Sports other than for cause or termination by Mr. Rubin for good reason, Global Sports will pay Mr. Rubin two years of his base salary, in accordance with Global Sports' normal payroll practices, and provide Mr. Rubin with his benefits during such two-year period. Under the employment agreement, for a period of two years following his termination, Mr. Rubin is prohibited from engaging in a business that is competitive with Global Sports' business or from soliciting employees of Global Sports to become an employee of someone else. Mark S. Reese. On May 30, 2000, Global Sports entered into an employment agreement with Mark S. Reese, Executive Vice President and Chief Operating Officer of Global Sports, for a term of four years beginning 13 May 29, 2000. Mr. Reese's compensation is comprised of the following: (i) an annual base salary of $250,000 for the first year, subject to annual increases in accordance with Global Sports' annual performance review procedures, (ii) incentive bonuses up to $50,000 as determined by Global Sports' Chief Executive Officer, (iii) a relocation allowance of up to $50,000, (iv) an automobile allowance of $1,000 per month and (v) other benefits similar to those provided to Global Sports' other officers. Arthur H. Miller. On August 9, 1999, Global Sports entered into an employment agreement with Arthur H. Miller, Executive Vice President and General Counsel of Global Sports, for a term of five years, beginning September 20, 1999. Mr. Miller's compensation is comprised of the following: (i) an annual base salary of $200,000 during fiscal 2000 increasing to $225,000 effective January 1, 2001, (ii) stock option grants, (iii) a restricted stock award, (iv) an incentive bonus up to $100,000, as determined by Global Sports' Chief Executive Officer, (v) an automobile allowance of $1,000 per month and (vi) other benefits similar to those provided to Global Sports' other officers. Each of Messrs. Miller's and Reese's employment agreements may be terminated by Global Sports with cause, which is defined similarly to the definition of cause in Mr. Rubin's agreement. In addition, Messrs. Miller and Reese may terminate their agreements for good reason, which is defined similarly to the definition of good reason in Mr. Rubin's agreement. In the event of termination by Global Sports other than for cause or termination by Mr. Miller or Mr. Reese for good reason, Global Sports will pay the executive the severance and benefits specified in his agreement. Messrs. Miller's and Reese's employment agreements each contain a one year restrictive covenant similar to the one in Mr. Rubin's agreement. 14 STOCK PERFORMANCE GRAPH The following graph shows a comparison of the cumulative total return for Global Sports Common Stock, the ISDEX Internet Stock Index and the NASDAQ Stock Market, assuming an investment of $100 in each on December 29, 1996, and the reinvestment of all dividends. The data points used for the performance graph are listed below. [CHART]
12/29/96 12/31/97 12/31/98 12/31/99 12/31/00 12/29/01 Total Return Analysis -------- -------- -------- -------- -------- -------- Global Sports..................... $100.00 $ 54.99 $157.51 $251.28 $110.64 $399.06 ISDEX Internet Stock Index........ $100.00 $100.37 $338.69 $864.67 $363.06 $181.76 NASDAQ............................ $100.00 $122.15 $171.24 $318.72 $193.50 $152.76
Note: Stock price performance shown in the Stock Performance Graph for Global Sports Common Stock is historical and not necessarily indicative of future price performance. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Global Sports does not have any formal policy concerning the direct or indirect pecuniary interest of any of its officers, directors, security holders or affiliates in any investment to be acquired or disposed of by Global Sports or in any transaction to which Global Sports is a party or has an interest. Global Sports will not enter into any such transactions unless approved by a majority of the entire Board of Directors, not including any interested director, or a majority of the Audit Committee. Prior to moving to its current location, Global Sports' main executive offices and warehouse were located in a 75,000 square foot facility leased from Michael G. Rubin, Global Sports' Chairman, President and Chief Executive Officer. The lease was terminated effective December 30, 2000 in exchange for a $500,000 payment 15 by Global Sports to Mr. Rubin in full satisfaction of Global Sports' obligations to Mr. Rubin under the lease. Payments by Global Sports to Mr. Rubin under the lease totaled approximately $500,000 in fiscal 2001. On September 13, 2000, Global Sports agreed to sell to ITH, a joint venture company formed by Comcast Corporation and QVC, Inc., 5,000,000 shares of Global Sports common stock at $8.15 per share for an aggregate purchase price of $40.8 million. In addition, ITH agreed to purchase, for approximately $563,000, five-year warrants to purchase an additional 4,500,000 shares of Global Sports common stock, at prices ranging from $8.15 to $10.00 per share. On July 20, 2001, Global Sports agreed to sell to ITH 3,000,000 shares of our common stock at $10.00 per share for an aggregate purchase price of $30.0 million. In addition, Global Sports issued to ITH a five-year warrant to purchase an aggregate of 300,000 shares of Global Sport's common stock at an exercise price of $6.00 per share in consideration for certain corporate development services performed by ITH on behalf of Global Sports. Mr. Branman is President of Interactive Technology Partners, a subsidiary of Comcast Corporation, which provides financial advisory services to ITH. Global Sports has entered into strategic alliances to provide procurement and fulfillment services for QVC, Inc. and for certain partners which may be considered affiliates of SOFTBANK America Inc. (or its related companies). Global Sports recognized net revenues of $3.5 million on sales to these related parties in fiscal 2001. The terms of these sales are comparable to those given to other Global Sports partners. SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") requires Global Sports' directors, executive officers, and persons who own more than 10% of a registered class of Global Sports' equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of Global Sports. Officers, directors and greater than 10% shareholders are required by SEC regulations to furnish Global Sports with copies of all Section 16(a) forms they file. To Global Sports' knowledge, based solely on a review of the copies of such reports furnished to Global Sports and written representations that no other reports were required, all Section 16(a) filing requirements applicable to Global Sports' executive officers, directors and greater than 10% beneficial shareholders were complied with during fiscal 2001, except that the following reports were not timely filed: initial statement of beneficial ownership of securities and statement of changes in beneficial ownership filed by Mr. Perlis. OTHER MATTERS As of the date of this Proxy Statement, Global Sports knows of no other business that will be presented for consideration at the Annual Meeting (other than procedural matters). However, the enclosed proxy confers discretionary authority to vote with respect to any and all of the following matters that may come before the Annual Meeting: (i) matters that Global Sports' Board of Directors does not know, a reasonable time before proxy solicitation, are to be presented for approval at the Annual Meeting; (ii) approval of the minutes of a prior meeting of shareholders, if such approval does not constitute ratification of the action at the meeting; (iii) the election of any person to any office for which a bona fide nominee is unable to serve or for good cause will not serve; (iv) any proposal omitted from this Proxy Statement and the form of proxy pursuant to Rules 14a-8 or 14a-9 under the Exchange Act; and (v) matters incident to the conduct of the Annual Meeting. If any such matters come before the Annual Meeting, the proxy agents named in the accompanying proxy card will vote in accordance with their judgment. 16 INDEPENDENT PUBLIC ACCOUNTANTS General The appointment of an independent public accountant is approved annually by the Board of Directors based upon the recommendation of the Audit Committee. The accounting firm of Deloitte & Touche LLP acted as Global Sports' independent public accountants for fiscal 2001. No independent public accountant has been selected for fiscal 2002 as the Audit Committee has not yet made its recommendation. A representative of Deloitte & Touche LLP is expected to be present at the Annual Meeting and to have the opportunity to make a statement, if he or she desires to do so, and is expected to be available to respond to appropriate questions. Audit Fees The aggregate fees billed by Deloitte & Touche LLP for professional services rendered for the audit of Global Sports' annual financial statements for the fiscal year ended December 29, 2001 and the reviews of the financial statements included in Global Sports' Forms 10-Q for fiscal 2001 were approximately $346,000. Financial Information Systems Design and Implementation Fees The aggregate fees billed by Deloitte & Touche LLP for professional services related to financial information systems design and implementation for fiscal 2001 were approximately $106,000. All Other Fees The aggregate fees billed for services rendered by Deloitte & Touche LLP, other than for services covered by the preceding two paragraphs, totaled approximately $77,000 for fiscal 2001. The Audit Committee has considered and determined that the services provided by Deloitte & Touche LLP are compatible with Deloitte & Touche LLP maintaining its independence. 17 ADDITIONAL INFORMATION Global Sports is subject to the reporting requirements of the Exchange Act, and in accordance therewith files periodic reports and other information with the SEC. Such reports, proxy statements and other information concerning Global Sports may be inspected and copies may be obtained (at prescribed rates) at Public Reference Room maintained by the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at (202) 942-8092. In addition, electronically filed documents, including reports, proxy and information statements and other information regarding Global Sports, can be obtained from the SEC's website at http://www.sec.gov. SHAREHOLDER PROPOSALS A shareholder proposal for Global Sports' 2003 Annual Meeting must be submitted to Global Sports at its office located at 1075 First Avenue, King of Prussia, Pennsylvania, 19406, by December 31, 2002 to receive consideration for inclusion in Global Sports' 2003 Annual Meeting proxy materials. Any such proposal must also comply with the proxy rules under the Exchange Act, including Rule 14a-8. In addition, the deadline for providing Global Sports timely notice of any shareholder proposal to be submitted outside of the Rule 14a-8 process for consideration at Global Sports' 2003 Annual Meeting is March 15, 2003. As to all such matters which Global Sports does not have notice on or prior to March 15, 2003, discretionary authority shall be granted to the persons designated in Global Sports' proxy related to the 2003 Annual Meeting to vote on such proposal. ANNUAL REPORT This Proxy Statement is accompanied by Global Sports' Annual Report to Shareholders for fiscal 2001 (the "Annual Report"). Global Sports will furnish without charge to each person to whom this proxy statement is delivered, a copy of any or all of the documents incorporated by reference in Global Sports' Annual Report on Form 10-K for the fiscal year ended December 29, 2001, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that is incorporated), upon the written request of such person. Requests should be sent to: Global Sports, Inc. 1075 First Avenue King of Prussia, PA 19406 (610) 265-3229 Attention: Investor Relations By Order of the Board of Directors, Arthur H. Miller, Secretary 18 Appendix A PROPOSED FORM OF CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GLOBAL SPORTS, INC. CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GLOBAL SPORTS, INC. Global Sports, Inc., a Delaware corporation (the "Corporation"), does hereby certify that: FIRST: This Certificate of Amendment amends provisions of the Corporation's Amended and Restated Certificate of Incorporation ("Certificate of Incorporation"). SECOND: The terms and provisions of this Certificate of Amendment have been duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware and shall become effective at , eastern time, on [ ], 2002. THIRD: Article I of the Certificate of Incorporation is hereby amended by deleting Article I in its entirety and replacing it with the following: ARTICLE I: The current name of the Corporation is GSI Commerce, Inc. The name under which the Corporation was originally incorporated was ABE Corporation, and the date of filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was September 15, 1985. IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its President and Chief Executive Officer on this day of , 2002. By: ----------------------------- Michael G. Rubin, President and Chief Executive Officer A-1 PROXY GLOBAL SPORTS, INC. Annual Meeting of Shareholders--May 23, 2002 SOLICITED ON BEHALF OF THE COMPANY AND APPROVED BY THE BOARD OF DIRECTORS The undersigned hereby appoints Michael G. Rubin and Kenneth J. Adelberg to act as attorneys and proxies for the undersigned, with full powers of substitution, to appear at the Annual Meeting of Shareholders of Global Sports, Inc. (the "Company") to be held on the 23th day of May, 2002 at the Radisson Hotel Valley Forge, 1160 First Avenue, King of Prussia, Pennsylvania 19406 and at any postponement or adjournment thereof, and to vote all of the shares of the Company that the undersigned is entitled to vote, with all the powers and authority the undersigned would possess if personally present. The undersigned hereby directs that this proxy be voted as follows: 1. To elect eight directors, each to hold office for one-year terms and until their successors are elected and qualified. Nominees: Michael G. Rubin, Kenneth J. Adelberg, M. Jeffrey Branman, Ronald D. Fisher, Harvey Lamm, Mark S. Menell, Michael S. Perlis and Jeffrey F. Rayport. FOR the nominees listed WITHHOLD AUTHORITY to below (except as vote for all nominees indicated below) [_] [_] INSTRUCTION: To withhold authority to vote for any nominee write that nominee's name in this space: ________________________________________ . 2. To approve the amendment of Global Sports' Certificate of Incorporation to change Global Sports' name to GSI Commerce, Inc. [_] FOR [_] AGAINST [_] ABSTAIN THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED "FOR" ELECTION OF ALL NOMINEES FOR DIRECTOR LISTED IN THE ACCOMPANYING PROXY STATEMENT AND "FOR" APPROVAL OF THE AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION. A MAJORITY OF THE PROXY AGENTS PRESENT AND ACTING IN PERSON OR BY THEIR SUBSTITUTES (OR IF ONLY ONE IS PRESENT AND ACTING, THEN THAT ONE) MAY EXERCISE ALL THE POWERS CONFERRED HEREBY. DISCRETIONARY AUTHORITY IS CONFERRED HEREBY AS TO CERTAIN MATTERS DESCRIBED IN THE COMPANY'S PROXY STATEMENT. The Board of Directors recommends a vote "FOR" election of all nominees for director and "FOR" approval of the amendment to the Company's Certificate of Incorporation. (Continued and to be SIGNED on Reverse Side) (Continued from reverse side) Should the undersigned be present and choose to vote at the Meeting or at any adjournments or postponements thereof, and after notification to the Secretary of the Company at the Meeting of the shareholder's decision to terminate this proxy, then the power of such attorneys or proxies shall be deemed terminated and of no further force and effect. This proxy may also be revoked by filing a written notice of revocation with the Secretary of the Company or by duly executing a proxy bearing a later date. Receipt of the Notice of the Annual Meeting and Proxy Statement relating thereto is hereby acknowledged. PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. Dated: ____________________________, 2002 (Please date this Proxy) _________________________________________________ _________________________________________________ (Signature(s) of Shareholder(s)) Please sign exactly as your name(s) appear(s) to the left. When signing as attorney, executor, administrator, trustee or guardian, please give your full title. If shares are held jointly, each holder should sign. -----END PRIVACY-ENHANCED MESSAGE-----