-----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, VawWiipj3glcWeCe9RU8T2rn1E/IC/NY2fmU8t00fkKzAH8cV7KnDAWH8aDoVuRr KJQHFVkHOVPg0CgtOcVv0A== 0001193125-08-059205.txt : 20080318 0001193125-08-059205.hdr.sgml : 20080318 20080317195235 ACCESSION NUMBER: 0001193125-08-059205 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080318 DATE AS OF CHANGE: 20080317 EFFECTIVENESS DATE: 20080318 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CNET NETWORKS INC CENTRAL INDEX KEY: 0001015577 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 133696170 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-33915 FILM NUMBER: 08694606 BUSINESS ADDRESS: STREET 1: 235 SECOND STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 4153442000 MAIL ADDRESS: STREET 1: 235 SECOND STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: CNET INC /DE DATE OF NAME CHANGE: 19970506 DEFA14A 1 ddefa14a.htm SOLICITING MATERIAL Soliciting Material

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

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INFORMATION REQUIRED IN PROXY STATEMENT

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CNET NETWORKS, INC.

 

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The following is the text of a press release issued by CNET Networks, Inc. on March 17, 2008.

CNET NETWORKS TO APPEAL DELAWARE CHANCERY COURT DECISION

SAN FRANCISCO – March 17, 2008 – CNET Networks, Inc. (Nasdaq:CNET) today announced that it is appealing to the Delaware Supreme Court the decision by the Delaware Chancery Court regarding its by-law provisions relating to stockholder proposals and director nominations.

CNET Networks said that it continues to believe that its by-law provisions, which were approved by stockholders and have been in place since the Company’s IPO, are fully applicable to hedge fund JANA Partners, LLC’s proposals, and are valid and in the best interests of stockholders. The Company also said that the lower court decision incorrectly calls into question the by-laws of a large number of companies with the same or similar by-law provisions.

CNET Networks is pursuing the appeal because it does not believe that a costly and disruptive proxy contest initiated by JANA Partners is in the best interests of its stockholders and because it believes that JANA Partners should not be allowed to seek to secure control of the Company without providing any premium.

As previously noted, if the group led by JANA Partners is ultimately permitted to submit its proposals for consideration at the Company’s Annual Meeting of Stockholders this summer, it would need a super majority vote of 66.67% in order to put up more than two directors.

About CNET Networks, Inc.

CNET Networks, Inc. (Nasdaq:CNET) is an interactive media Company that builds brands for people and the things they are passionate about, such as gaming, music, entertainment, technology, business, food, and parenting. The Company’s leading brands include BNET, CHOW, CNET, GameSpot, and TV.com. Founded in 1992, CNET Networks has a strong presence in the US, Asia, and Europe.

IMPORTANT INFORMATION / SOLICITATION PARTICIPANTS LEGEND

CNET Networks and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of CNET Networks in connection with the upcoming annual meeting of stockholders. Information regarding the special interests of these directors and executive officers in connection with the matters to be voted on at the annual meeting will be included in the proxy statement filed by CNET Networks in connection with the annual meeting. In addition, CNET Networks files annual, quarterly and special reports, proxy and information statements, and other information with the Securities and Exchange Commission (the “SEC”). These documents are available free of charge at the SEC’s web site at www.sec.gov or from CNET Networks at www.cnetnetworks.com. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT IS AVAILABLE, AS IT WILL CONTAIN IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY VOTING OR INVESTMENT DECISION.

Contact:

CNET Networks, Inc.

Sarah Cain, 415-344-2218 (Media)

sarah.cain@cnet.com

Andy Brimmer / James Golden (Media / Investors)

Joele Frank, Wilkinson Brimmer Katcher

212-355-4449 ext. 121

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