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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 3)*
GSI Commerce, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
37937A107
- --------------------------------------------------------------------------------
(CUSIP Number)
David M. Apostolico, Esq.
Interactive Technology Holdings, LLC
3411 Silverside Road
Bancroft Building, Suite 205C
Wilmington, DE 19810
302-478-9357
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 5, 2003; May 6, 2003; May 9, 2003
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. []
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 14 Pages)
________
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 37937A107 13D Page 2 of 14 Pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Interactive Technology Holdings, LLC
2. Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds* AF; OO
5. Check Box if Disclosure of Legal Proceedings Is Required
Pursuant to Item 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting 7. Sole Voting Power -0-
Person With
8. Shared Voting Power 21,588,496 (1)(2)
9. Sole Dispositive Power -0-
10. Shared Dispositive Power 13,947,900 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
21,588,496 (1)(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) 48.9% (1)(2)
14. Type of Reporting Person* OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- --------------------
Explanation of Responses:
(1) Includes warrants to purchase 4,800,000 shares of the common stock, par
value $0.01 per share (the "Common Stock"), of GSI Commerce, Inc. (the
"Company"), which warrants are exercisable at various exercise prices and over
various periods of time.
(2) Includes 7,640,596 shares of Common Stock beneficially owned by an unrelated
party who has granted one of the Reporting Persons a right to vote all of the
shares of Common Stock beneficially owned by such party, in the manner set forth
in a voting agreement made between Interactive Technology Holdings, LLC and such
unrelated party. The foregoing number of shares of Common Stock is based upon
information with respect to such unrelated party represented by the Company in
its Annual Report on Form 10-K for the fiscal year ended December 28, 2002, as
supplemented by information represented by such unrelated party in a Form 4
dated May 9, 2003.
CUSIP No. 37937A107 13D Page 3 of 14 Pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only) QK
Holdings, Inc.
2. Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds* AF
5. Check Box if Disclosure of Legal Proceedings Is Required
Pursuant to Item 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting 7. Sole Voting Power -0-
Person With
8. Shared Voting Power 21,588,496 (1)(2)
9. Sole Dispositive Power -0-
10. Shared Dispositive Power 13,947,900 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
21,588,496 (1)(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) 48.9% (1)(2)
14. Type of Reporting Person* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- --------------------
Explanation of Responses:
(1) Includes warrants to purchase 4,800,000 shares of Common Stock, which
warrants are exercisable at various exercise prices and over various periods of
time.
(2) Includes 7,640,596 shares of Common Stock beneficially owned by an unrelated
party who has granted one of the Reporting Persons a right to vote all of the
shares of Common Stock beneficially owned by such party, in the manner set forth
in a voting agreement made between Interactive Technology Holdings, LLC and such
unrelated party. The foregoing number of shares of Common Stock is based upon
information with respect to such unrelated party represented by the Company in
its Annual Report on Form 10-K for the fiscal year ended December 28, 2002, as
supplemented by information represented by such unrelated party in a Form 4
dated May 9, 2003.
CUSIP No. 37937A107 13D Page 4 of 14 Pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
QVC, Inc.
2. Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds* WC
5. Check Box if Disclosure of Legal Proceedings Is Required
Pursuant to Item 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting 7. Sole Voting Power -0-
Person With
8. Shared Voting Power 21,588,496 (1)(2)
9. Sole Dispositive Power -0-
10. Shared Dispositive Power 13,947,900 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
21,588,496 (1)(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) 48.9% (1)(2)
14. Type of Reporting Person* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- --------------------
Explanation of Responses:
(1) Includes warrants to purchase 4,800,000 shares of Common Stock, which
warrants are exercisable at various exercise prices and over various periods of
time.
(2) Includes 7,640,596 shares of Common Stock beneficially owned by an unrelated
party who has granted one of the Reporting Persons a right to vote all of the
shares of Common Stock beneficially owned by such party, in the manner set forth
in a voting agreement made between Interactive Technology Holdings, LLC and such
unrelated party. The foregoing number of shares of Common Stock is based upon
information with respect to such unrelated party represented by the Company in
its Annual Report on Form 10-K for the fiscal year ended December 28, 2002, as
supplemented by information represented by such unrelated party in a Form 4
dated May 9, 2003.
CUSIP No. 37937A107 13D Page 5 of 14 Pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Comcast QVC, Inc.
2. Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds* AF
5. Check Box if Disclosure of Legal Proceedings Is Required
Pursuant to Item 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting 7. Sole Voting Power -0-
Person With
8. Shared Voting Power 21,588,496 (1)(2)
9. Sole Dispositive Power -0-
10. Shared Dispositive Power 13,947,900 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
21,588,496 (1)(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) 48.9% (1)(2)
14. Type of Reporting Person* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- --------------------
Explanation of Responses:
(1) Includes warrants to purchase 4,800,000 shares of Common Stock, which
warrants are exercisable at various exercise prices and over various periods of
time.
(2) Includes 7,640,596 shares of Common Stock beneficially owned by an unrelated
party who has granted one of the Reporting Persons a right to vote all of the
shares of Common Stock beneficially owned by such party, in the manner set forth
in a voting agreement made between Interactive Technology Holdings, LLC and such
unrelated party. The foregoing number of shares of Common Stock is based upon
information with respect to such unrelated party represented by the Company in
its Annual Report on Form 10-K for the fiscal year ended December 28, 2002, as
supplemented by information represented by such unrelated party in a Form 4
dated May 9, 2003.
CUSIP No. 37937A107 13D Page 6 of 14 Pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Comcast Programming Holdings, Inc.
2. Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds* AF
5. Check Box if Disclosure of Legal Proceedings Is Required
Pursuant to Item 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting 7. Sole Voting Power -0-
Person With
8. Shared Voting Power 21,588,496 (1)(2)
9. Sole Dispositive Power -0-
10. Shared Dispositive Power 13,947,900 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
21,588,496 (1)(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) 48.9% (1)(2)
14. Type of Reporting Person* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- --------------------
Explanation of Responses:
(1) Includes warrants to purchase 4,800,000 shares of Common Stock, which
warrants are exercisable at various exercise prices and over various periods of
time.
(2) Includes 7,640,596 shares of Common Stock beneficially owned by an unrelated
party who has granted one of the Reporting Persons a right to vote all of the
shares of Common Stock beneficially owned by such party, in the manner set forth
in a voting agreement made between Interactive Technology Holdings, LLC and such
unrelated party. The foregoing number of shares of Common Stock is based upon
information with respect to such unrelated party represented by the Company in
its Annual Report on Form 10-K for the fiscal year ended December 28, 2002, as
supplemented by information represented by such unrelated party in a Form 4
dated May 9, 2003.
CUSIP No. 37937A107 13D Page 7 of 14 Pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Comcast Holdings Corporation (f/k/a Comcast Corporation)
2. Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds* AF
5. Check Box if Disclosure of Legal Proceedings Is Required
Pursuant to Item 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Pennsylvania
Number of
Shares
Beneficially
Owned by
Each
Reporting 7. Sole Voting Power -0-
Person With
8. Shared Voting Power 21,588,496 (1)(2)
9. Sole Dispositive Power -0-
10. Shared Dispositive Power 13,947,900 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
21,588,496 (1)(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) 48.9% (1)(2)
14. Type of Reporting Person* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- --------------------
Explanation of Responses:
(1) Includes warrants to purchase 4,800,000 shares of Common Stock, which
warrants are exercisable at various exercise prices and over various periods of
time.
(2) Includes 7,640,596 shares of Common Stock beneficially owned by an unrelated
party who has granted one of the Reporting Persons a right to vote all of the
shares of Common Stock beneficially owned by such party, in the manner set forth
in a voting agreement made between Interactive Technology Holdings, LLC and such
unrelated party. The foregoing number of shares of Common Stock is based upon
information with respect to such unrelated party represented by the Company in
its Annual Report on Form 10-K for the fiscal year ended December 28, 2002, as
supplemented by information represented by such unrelated party in a Form 4
dated May 9, 2003.
CUSIP No. 37937A107 13D Page 8 of 14 Pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Comcast Corporation (f/k/a AT&T Comcast Corporation)
2. Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds* WC
5. Check Box if Disclosure of Legal Proceedings Is Required
Pursuant to Item 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Pennsylvania
Number of
Shares
Beneficially
Owned by
Each
Reporting 7. Sole Voting Power -0-
Person With
8. Shared Voting Power 21,588,496 (1)(2)
9. Sole Dispositive Power -0-
10. Shared Dispositive Power 13,947,900 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
21,588,496 (1)(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) 48.9% (1)(2)
14. Type of Reporting Person* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- --------------------
Explanation of Responses:
(1) Includes warrants to purchase 4,800,000 shares of Common Stock, which
warrants are exercisable at various exercise prices and over various periods of
time.
(2) Includes 7,640,596 shares of Common Stock beneficially owned by an unrelated
party who has granted one of the Reporting Persons a right to vote all of the
shares of Common Stock beneficially owned by such party, in the manner set forth
in a voting agreement made between Interactive Technology Holdings, LLC and such
unrelated party. The foregoing number of shares of Common Stock is based upon
information with respect to such unrelated party represented by the Company in
its Annual Report on Form 10-K for the fiscal year ended December 28, 2002, as
supplemented by information represented by such unrelated party in a Form 4
dated May 9, 2003.
Introduction
- ------------
This Amendment No. 3 to Schedule 13D (this "Amendment") amends and
supplements the Statement on Schedule 13D filed on September 22, 2000, as
amended and supplemented by Amendment No. 1 thereto filed on October 6, 2000 and
Amendment No. 2 thereto filed on August 29, 2001 (as so amended, the "Original
Filing"), on behalf of Interactive Technology Holdings, LLC, QK Holdings, Inc.,
Comcast Corporation (n/k/a Comcast Holdings Corporation, "CHC"), QVC, Inc.,
Comcast Programming Holdings, Inc., and Comcast QVC, Inc. Capitalized terms used
and not defined in this Amendment have the meanings set forth in the Original
Filing. References to "herein" and "hereof" are references to the Original
Filing, as amended by this Amendment.
The purpose of this Amendment is (1) to add Comcast Corporation (f/k/a
AT&T Comcast Corporation) as the new parent entity of CHC, which was formed in
2001 in connection with the acquisition of AT&T Broadband on November 18, 2002,
as a Reporting Person, and (2) to include among the number of shares of the
Company's Common Stock beneficially owned by the Reporting Persons the shares of
Common Stock acquired by Interactive Technology Holdings, LLC on May 5, May 6
and May 9, 2003 in open market purchases and negotiated private block purchases.
Item 1. Security and Company.
As a result of a change in the legal name of the Company in May 2002,
Item 1 of the Original Filing is hereby amended by replacing the first sentence
in its entirety with the following:
This statement relates to the common stock, par value $0.01 per share
(the "Common Stock"), of GSI Commerce, Inc. (the "Company"), including shares of
Common Stock issuable upon exercise of the warrants, purchased by Interactive
Technology Holdings, LLC.
Item 2. Identity and Background.
Item 2 of the Original Filing is hereby amended and restated to read in
its entirety as follows:
This statement is being filed jointly by the following persons
(hereinafter referred to collectively as the "Reporting Persons"):
(1) Interactive Technology Holdings, LLC, a Delaware limited
liability company ("Interactive")
(2) QK Holdings, Inc., a Delaware corporation ("QK")
(3) QVC, Inc., a Delaware corporation ("QVC")
(4) Comcast QVC, Inc., a Delaware corporation ("Comcast QVC")
(5) Comcast Programming Holdings, Inc., a Delaware corporation
("Holdings")
(6) Comcast Holdings Corporation, a Pennsylvania corporation (f/k/a
Comcast Corporation) ("CHC")
(7) Comcast Corporation, a Pennsylvania corporation (f/k/a AT&T
Comcast Corporation) ("Comcast")
QK is the managing member of Interactive and has an approximately 70%
interest in the profits of Interactive. QK is a wholly-owned subsidiary of QVC.
Comcast through its subsidiaries has an approximately 30% interest in the
Page 9 of 14 Pages
profits of Interactive. Comcast QVC holds a majority of the voting shares of
QVC. Comcast QVC is a wholly-owned subsidiary of Holdings. Holdings is a
wholly-owned subsidiary of CHC. CHC is a wholly-owned subsidiary of Comcast.
Comcast is joining the Original Filing as a Reporting Person as a result of it
becoming the new parent entity of CHC in connection with the acquisition of AT&T
Broadband on November 18, 2002.
Interactive is engaged primarily in the business of seeking and making
investments related to the business in which QVC is engaged. The current
principal business office of Interactive is located at 3411 Silverside Road,
Bancroft Building, Suite 205C, Wilmington, Delaware 19810.
QK is a holding company. The principal business office of QK is located
at 3411 Silverside Road, Bancroft Building, Suite 205C, Wilmington, Delaware
19810.
QVC is principally engaged in the retailing of general merchandise
through electronic media by producing and distributing merchandise-focused
television programs, via satellite, to affiliated video program distributors for
retransmission to subscribers. The principal business office of QVC is located
at Studio Park, 1200 Wilson Drive, West Chester, Pennsylvania 19380.
Holdings and Comcast QVC are holding companies. The principal business
office of Holdings and Comcast QVC is located at 1201 N. Market Street, Suite
1405, Wilmington, Delaware 19801.
Comcast and CHC are principally involved in three lines of business:
(1) cable, through the development, management and operation of broadband
communications networks in the United States, (2) commerce, through QVC,
Comcast's consolidated electronic retailing subsidiary, and (3) content, through
Comcast's consolidated programming investments, including Comcast-Spectator, E!
Entertainment Television, The Golf Channel, Outdoor Life Network and G4, and
through other programming investments. The principal business office of Comcast
and CHC is located at 1500 Market Street, Philadelphia, Pennsylvania 19102.
Information concerning the executive officers and directors of the
Reporting Persons is set forth in Exhibit 99.1 of this statement. Each of such
executive officers and directors is a citizen of the United States, unless
otherwise noted in Exhibit 99.1. None of the Reporting Persons, nor, to the best
knowledge of the Reporting Persons, any person named in Exhibit 99.1 to this
statement has, during the last five years, been convicted of a criminal
proceeding (excluding traffic violations or similar misdemeanors) or been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting 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.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Original Filing is hereby amended and supplemented to
include the following:
The aggregate consideration paid by Interactive for the shares of
Common Stock in the open market purchases and private block purchases, net of
brokerage commissions, was $482,164.11, which aggregate consideration was funded
with a capital contribution of $144,649.23 from working capital of Comcast and a
capital contribution of $337,514.88 from working capital of QVC.
Item 4. Purpose of Transaction.
Item 4 of the Original Filing is hereby amended and supplemented to
include the following:
On May 5 and 6, 2003, Interactive purchased an aggregate of 23,900
shares of Common Stock on the open market, which purchases were effected through
a broker, at prices ranging from $3.00 to $3.10 per share, for aggregate
consideration equal to $72,964.11, net of brokerage commissions. On May 9, 2003,
Interactive purchased a block of 124,000 shares of Common Stock in a privately
Page 10 of 14 Pages
negotiated block purchase, which purchase was also effected through a broker, at
a price of $3.30 per share, for aggregate consideration equal to $409,200, net
of brokerage commissions. Also on May 9, 2003, Michael G. Rubin (the chief
executive officer of the Company) and other members of management of the Company
purchased a block of 231,000 shares of Common Stock from the same seller in a
privately negotiated block purchase that was also effected at a price of $3.30
per share. Interactive and Rubin are parties to a voting agreement that is
described in the Original Filing. Notwithstanding the existence of such voting
agreement, the Reporting Persons disclaim that they were acting as a group with
Rubin and the other members of management in acquiring such block of Common
Stock or in any future transactions.
Item 5. Interest in Securities of the Company.
Item 5 of the Original Filing is hereby amended by replacing the first
paragraph in its entirety with the following:
Based upon information represented by the Company in its Quarterly
Report on Form 10-Q for the quarter ended March 29, 2003, and assuming exercise
of all warrants to purchase Common Stock of which Interactive has beneficial
ownership and all options to purchase Common Stock of which Rubin has beneficial
ownership, as of May 1, 2003, the total number of shares of Common Stock
outstanding was 44,148,772. Based upon such total number of shares of Common
Stock, as of the date of filing of this Amendment, and assuming exercise of all
warrants to purchase Common Stock of which Interactive has beneficial ownership
and all options to purchase Common Stock of which Rubin has beneficial
ownership, under Rule 13d-3, Interactive has dispositive power over 13,947,900
shares of Common Stock constituting approximately 31.6% of the outstanding
shares of Common Stock and shares voting power over 21,588,496 shares of Common
Stock constituting approximately 48.9% of the outstanding shares of Common
Stock. By virtue of the relationship among the Reporting Persons (see Item 2
herein), the Reporting Persons may be deemed to have shared voting and
dispositive power of the shares of Common Stock of the Company beneficially
owned by Interactive. In addition, Lawrence S. Smith, Co-Chief Financial Officer
and Executive Vice President of Comcast Corporation, has sole dispositive and
voting power over 1,000 shares of Common Stock constituting less than 1% of the
outstanding shares of Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Company.
Not modified.
Item 7. Material Filed as Exhibits.
10.1. Stock and Warrant Purchase Agreement, dated September 13,
2000, between Interactive Technology Holdings, LLC and Global
Sports, Inc. (incorporated by reference to Exhibit 2.1 to the
Current Report on Form 8-K of the Company filed on September
20, 2000).
10.2. Second Amended and Restated Registration Rights Agreement,
dated as of September 13, 2000, by and among Global Sports,
Inc. and the Holders Listed on the Signature Pages thereto
(incorporated by reference to Exhibit 99.3 to the Current
Report on Form 8-K of the Company filed on September 20,
2000).
10.3. Voting Agreement, dated as of September 13, 2000, between
Interactive Technology Holdings, LLC and Michael G. Rubin
(incorporated by reference to Exhibit 99.1 to the Current
Report on Form 8-K of the Company filed on September 20,
2000).
10.4. Voting Agreement, dated as of September 13, 2000, between
Interactive Technology Holdings, LLC and SOFTBANK Capital
Partners L.P. and SOFTBANK Capital Advisors Fund L.P.
Page 11 of 14 Pages
(incorporated by reference to Exhibit 99.2 to the Current
Report on Form 8-K of the Company filed on September 20,
2000).
10.5. Stock Purchase Agreement, dated as of July 20, 2001, among
Interactive Technology Holdings, LLC, Global Sports, Inc. and
Michael G. Rubin (incorporated by reference to Exhibit 2.1 to
the Current Report on Form 8-K of the Company filed on August
27, 2001).
10.6. Second Amendment to Second Amended and Restated Registration
Rights Agreement made as of July 20, 2001 by and among Global
Sports, Inc. and the Holders Listed on the Signature Pages to
the Second Amended and Restated Registration Rights Agreement
(incorporated by reference to Exhibit 99.2 to the Current
Report on Form 8-K of the Company filed on August 27, 2001).
10.7. Letter Agreement, dated July 20, 2001, among Global Sports,
Inc., Interactive Technology Holdings, LLC, Michael G. Rubin,
SOFTBANK Capital Partners L.P. and SOFTBANK Capital Advisors
Fund L.P. (incorporated by reference to Exhibit 99.1 to the
Current Report on Form 8-K of the Company filed on August 27,
2001).
10.8. Amended and Restated Joint Filing Agreement, dated as of May
16, 2003, by and among the Reporting Persons (filed herewith).
99.1. Amended and Restated Executive Officers and Directors of the
Reporting Persons (filed herewith).
Page 12 of 14 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Dated: May 16, 2003
INTERACTIVE TECHNOLOGY HOLDINGS, LLC
By: QK Holdings, Inc., its Managing Member
By: /s/ David M. Apostolico
---------------------------------------------
Name: David M. Apostolico
Title: President of QK Holdings, Inc.
QK HOLDINGS, INC.
By: /s/ David M. Apostolico
---------------------------------------------
Name: David M. Apostolico
Title: President
QVC, INC.
By: /s/ Neal S. Grabell
---------------------------------------------
Name: Neal S. Grabell
Title: General Counsel
Comcast QVC, Inc.
By: /s/ Rosemarie S. Teta
---------------------------------------------
Name: Rosemarie S. Teta
Title: Vice President
Comcast Programming Holdings, Inc.
By: /s/ Rosemarie S. Teta
---------------------------------------------
Name: Rosemarie S. Teta
Title: Vice President
COMCAST HOLDINGS CORPORATION
By: /s/ Arthur R. Block
---------------------------------------------
Name: Arthur R. Block
Title: Senior Vice President
COMCAST CORPORATION
By: /s/ Arthur R. Block
---------------------------------------------
Name: Arthur R. Block
Title: Senior Vice President
Page 13 of 14 Pages
Index to Exhibits
10.1. Stock and Warrant Purchase Agreement, dated September 13, 2000, between
Interactive Technology Holdings, LLC and Global Sports, Inc.
(incorporated by reference to Exhibit 2.1 to the Current Report on Form
8-K of the Company filed on September 20, 2000).
10.2. Second Amended and Restated Registration Rights Agreement, dated as of
September 13, 2000, by and among Global Sports, Inc. and the Holders
Listed on the Signature Pages thereto (incorporated by reference to
Exhibit 99.3 to the Current Report on Form 8-K of the Company filed on
September 20, 2000).
10.3. Voting Agreement, dated as of September 13, 2000, between Interactive
Technology Holdings, LLC and Michael G. Rubin (incorporated by
reference to Exhibit 99.1 to the Current Report on Form 8-K of the
Company filed on September 20, 2000).
10.4. Voting Agreement, dated as of September 13, 2000, between Interactive
Technology Holdings, LLC and SOFTBANK Capital Partners L.P., and
SOFTBANK Capital Advisors Fund L.P. (incorporated by reference to
Exhibit 99.2 to the Current Report on Form 8-K of the Company filed on
September 20, 2000).
10.5. Stock Purchase Agreement, dated as of July 20, 2001, among Interactive
Technology Holdings, LLC, Global Sports, Inc. and Michael G. Rubin
(incorporated by reference to Exhibit 2.1 to the Current Report on Form
8-K of the Company filed on August 27, 2001).
10.6. Second Amendment to Second Amended and Restated Registration Rights
Agreement made as of July 20, 2001 by and among Global Sports, Inc. and
the Holders Listed on the Signature Pages to the Second Amended and
Restated Registration Rights Agreement (incorporated by reference to
Exhibit 99.2 to the Current Report on Form 8-K of the Company filed on
August 27, 2001).
10.7. Letter Agreement, dated July 20, 2001, among Global Sports, Inc.,
Interactive Technology Holdings, LLC, Michael G. Rubin, SOFTBANK
Capital Partners L.P. and SOFTBANK Capital Advisors Fund L.P.
(incorporated by reference to Exhibit 99.1 to the Current Report on
Form 8-K of the Company filed on August 27, 2001).
10.8. Amended and Restated Joint Filing Agreement, dated as of May 16, 2003,
by and among the Reporting Persons (filed herewith).
99.1. Amended and Restated Executive Officers and Directors of the Reporting
Persons (filed herewith).
Page 14 of 14 Pages
Exhibit 10.8
Amended and Restated Filing Agreement dated May 16, 2003
Re: Joint Filing of Schedule 13D
The undersigned hereby agree that:
(i) each of them is individually eligible to use the Schedule 13D
attached hereto;
(ii) the attached Schedule 13D is filed on behalf of each of them;
(iii)each of them is responsible for the timely filing of such
Schedule 13D and any amendments thereto, and for the completeness
and accuracy of the information therein concerning herself,
himself or itself; but none of them is responsible for the
completeness and accuracy of the information concerning the other
persons making the filing, unless she, he or it knows or has
reason to believe that such information is inaccurate.
Dated: May 16, 2003
INTERACTIVE TECHNOLOGY HOLDINGS, LLC,
a Delaware Limited Liability Company
By: QK Holdings, Inc., its Managing Member
By: /s/ David M. Apostolico
----------------------------------------
Name: David M. Apostolico
Title: President of QK Holdings, Inc.
QK HOLDINGS, INC., a Delaware Corporation
By: /s/ David M. Apostolico
----------------------------------------
Name: David M. Apostolico
Title: President
QVC, INC., a Delaware Corporation
By: /s/ Neal S. Grabell
----------------------------------------
Name: Neal S. Grabell
Title: General Counsel
COMCAST QVC, INC., a Delaware corporation
By: /s/ Rosemarie S. Teta
----------------------------------------
Name: Rosemarie S. Teta
Title: Vice President
COMCAST PROGRAMMING HOLDINGS, INC., a Delaware corporation
By: /s/ Rosemarie S. Teta
----------------------------------------
Name: Rosemarie S. Teta
Title: Vice President
COMCAST HOLDINGS CORPORATION, a Pennsylvania corporation
(f/k/a/ Comcast Corporation)
By: /s/ Arthur R. Block
----------------------------------------
Name: Arthur R. Block
Title: Senior Vice President
COMCAST CORPORATION, a Pennsylvania Corporation
By: /s/ Arthur R. Block
----------------------------------------
Name: Arthur R. Block
Title: Senior Vice President
Exhibit 99.1