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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. 4)*
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)
July 25, 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 13 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 13 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 18,738,496(1)(2)
9. Sole Dispositive Power -0-
10. Shared Dispositive Power 11,097,900(1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
18,738,496 (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) 45.3% (1)(2)
14. Type of Reporting Person* OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- --------------------
Explanation of Responses:
(1) Includes warrants to purchase 300,000 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 $6.00 per share at any time on or before July
19, 2006.
(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 13 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 18,738,496 (1)(2)
9. Sole Dispositive Power -0-
10. Shared Dispositive Power 11,097,900 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
18,738,496 (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) 45.3% (1)(2)
14. Type of Reporting Person* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
___________________________
Explanation of Responses:
(1) Includes warrants to purchase 300,000 shares of Common Stock, which warrants
are exercisable at $6.00 per share at any time on or before July 19, 2006.
(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 13 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 18,738,496 (1)(2)
9. Sole Dispositive Power -0-
10. Shared Dispositive Power 11,097,900 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
18,738,496 (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) 45.3% (1)(2)
14. Type of Reporting Person* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
____________________________
Explanation of Responses:
(1) Includes warrants to purchase 300,000 shares of Common Stock, which warrants
are exercisable at $6.00 per share at any time on or before July 19, 2006.
(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 13 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 18,738,496 (1)(2)
9. Sole Dispositive Power -0-
10. Shared Dispositive Power 11,097,900 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
18,738,496 (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) 45.3% (1)(2)
14. Type of Reporting Person* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
___________________________
Explanation of Responses:
(1) Includes warrants to purchase 300,000 shares of Common Stock, which warrants
are exercisable at $6.00 per share at any time on or before July 19, 2006.
(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 13 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 18,738,496 (1)(2)
9. Sole Dispositive Power -0-
10. Shared Dispositive Power 11,097,900 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
18,738,496 (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) 45.3% (1)(2)
14. Type of Reporting Person* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
_________________________
Explanation of Responses:
(1) Includes warrants to purchase 300,000 shares of Common Stock, which warrants
are exercisable at $6.00 per share at any time on or before July 19, 2006.
(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 13 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 18,738,496 (1)(2)
9. Sole Dispositive Power -0-
10. Shared Dispositive Power 11,097,900 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
18,738,496 (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) 45.3% (1)(2)
14. Type of Reporting Person* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
_________________________
Explanation of Responses:
(1) Includes warrants to purchase 300,000 shares of Common Stock, which warrants
are exercisable at $6.00 per share at any time on or before July 19, 2006.
(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 13 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 18,738,496 (1)(2)
9. Sole Dispositive Power -0-
10. Shared Dispositive Power 11,097,900 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
18,738,496 (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) 45.3% (1)(2)
14. Type of Reporting Person* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
_________________________
Explanation of Responses:
(1) Includes warrants to purchase 300,000 shares of Common Stock, which warrants
are exercisable at $6.00 per share at any time on or before July 19, 2006.
(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. 4 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,
Amendment No. 2 thereto filed on August 29, 2001 and Amendment No. 3 thereto
filed on May 19, 2003 (as so amended, the "Original Filing"), on behalf of
Interactive Technology Holdings, LLC, QK Holdings, Inc., QVC, Inc., Comcast QVC,
Inc., Comcast Programming Holdings, Inc., Comcast Holdings Corporation (f/k/a
Comcast Corporation) and Comcast Corporation (f/k/a AT&T Comcast Corporation).
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 include among the number of
shares of the common stock, par value $0.01 per share (the "Common Stock"), of
GSI Commerce, Inc. (the "Company") beneficially owned by the Reporting Persons
the 1,650,000 shares of Common Stock acquired by Interactive Technology
Holdings, LLC ("Interactive") on July 25, 2003 pursuant to the Stock and Warrant
Exchange Agreement, dated as of such date (the "Exchange Agreement"), between
the Company and Interactive, and (2) to remove from the number of shares of the
Company's Common Stock beneficially owned by the Reporting Persons the shares of
Common Stock previously issuable upon exercise of certain warrants to purchase
shares of the Company's Common Stock, which warrants were disposed of by
Interactive pursuant to the Exchange Agreement in exchange for the shares of
Common Stock issued to Interactive thereunder.
Item 1. Security and Company.
Not modified.
Item 2. Identity and Background.
Not modified.
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:
Interactive acquired the 1,650,000 shares of Common Stock pursuant to
the Exchange Agreement in consideration for the disposition by Interactive of
the following warrants to purchase shares of Common Stock, which warrants were
previously issued by the Company to Interactive pursuant to the Purchase
Agreement: (i) warrant dated September 13, 2000 to purchase 900,000 shares of
Common Stock for an exercise price of $10.00 per share at any time on or before
September 12, 2005; (ii) warrant dated September 13, 2000 to purchase 720,000
shares of Common Stock for an exercise price of $8.15 per share at any time on
or before September 12, 2005; (iii) warrant dated October 4, 2000 to purchase
1,600,000 shares of Common Stock for an exercise price of $10.00 per share at
any time on or before October 3, 2005; and (iv) warrant dated October 4, 2000 to
purchase 1,280,000 shares of Common Stock for an exercise price of $8.15 per
share at any time on or before October 3, 2005.
Item 4. Purpose of Transaction.
Item 4 of the Original Filing is hereby amended and supplemented to
include the following:
Pursuant to the Exchange Agreement, at the closing held on July 25,
2003, Interactive acquired an additional 1,650,000 shares of Common Stock of the
Company from the Company in exchange for the disposition by Interactive of
warrants to purchase an aggregate of 4,500,000 shares of Common Stock of the
Company, which warrants were exercisable at various exercise prices and over
various periods of time.
Page 9 OF 9 Pages
As a condition to the closing under the Exchange Agreement, the
Company, Interactive, SOFTBANK and Rustic Canyon Ventures, L.P. (formerly known
as TMCT Ventures, L.P.) entered into a Third Amendment to the Second Amended and
Restated Registration Rights Agreement, dated as of September 13, 2000, among
those same parties (as amended, the "Registration Rights Agreement") in order to
extend the demand and incidental registration rights granted by the Company to
Interactive with respect to the Common Stock acquired by Interactive pursuant to
the Purchase Agreement and the 2001 Purchase Agreement to the Common Stock
acquired by Interactive pursuant to the Exchange Agreement.
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 the Exchange
Agreement as of July 18, 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 July 18,
2003, the total number of shares of Common Stock outstanding was 41,343,763.
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 11,097,900 shares of Common Stock
constituting approximately 26.8% of the outstanding shares of Common Stock and
shares voting power over 18,738,496 shares of Common Stock constituting
approximately 45.3% 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.
Item 6 of the Original Filing is hereby amended and supplemented to
include the following:
Interactive also entered into the Exchange Agreement and the Third
Amendment to the Registration Rights Agreement, as described in Item 4.
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).
Page 10 OF 10 Pages
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. Stock and Warrant Exchange Agreement, dated as of July 25,
2003, between Interactive Technology Holdings, LLC and GSI
Commerce, Inc. (f/k/a Global Sports, Inc.) (incorporated by
reference to Exhibit 10.1 to the Current Report on Form 8-K of
the Company filed on July 29, 2003).
10.9. Third Amendment to Second Amended and Restated Registration
Rights Agreement made as of July 25, 2003 by and among GSI
Commerce, Inc. (f/k/a 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 4.1 to the Current Report on Form 8-K of
the Company filed on July 29, 2003).
10.10. Amended and Restated Joint Filing Agreement, dated as of May
16, 2003, by and among the Reporting Persons (previously filed
on May 19, 2003, as Exhibit 10.8 to the Original Filing).
99.1. Amended and Restated Executive Officers and Directors of the
Reporting Persons (filed herewith).
Page 11 OF 11 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: July 29, 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 12 OF 12 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. Stock and Warrant Exchange Agreement, dated as of July 25, 2003,
between Interactive Technology Holdings, LLC and GSI Commerce, Inc.
(f/k/a Global Sports, Inc.) (incorporated by reference to Exhibit 10.1
to the Current Report on Form 8-K of the Company filed on July 29,
2003).
10.9. Third Amendment to Second Amended and Restated Registration Rights
Agreement made as of July 25, 2003 by and among GSI Commerce, Inc.
(f/k/a 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 4.1 to the Current Report on Form
8-K of the Company filed on July 29, 2003).
10.10. Amended and Restated Joint Filing Agreement, dated as of May 16, 2003,
by and among the Reporting Persons (previously filed on May 19, 2003,
as Exhibit 10.8 to the Original Filing).
99.1. Amended and Restated Executive Officers and Directors of the Reporting
Persons (filed herewith).
Page 13 OF 13 Pages
Exhibit 99.1
Amended and Restated Directors and Executive Officers of the Reporting Persons
Directors and Executive Officers of Comcast Corporation: