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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. 5)*
GSI Commerce, Inc.
-----------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value
-----------------------------------------------------
(Title of Class of Securities)
37937A107
-----------------------------------------------------
(CUSIP Number)
Arthur R. Block, Esq.
Comcast Corporation
1500 Market Street
Philadelphia, PA 19102-2148
215-665-1700
-----------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 17, 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 11 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 11 Pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
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 -0-
9. Sole Dispositive Power -0-
10. Shared Dispositive Power -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person -0-
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) 0%
14. Type of Reporting Person* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 37937A107 13D Page 3 of 11 Pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
COMCAST HOLDINGS 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 -0-
9. Sole Dispositive Power -0-
10. Shared Dispositive Power -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person -0-
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) 0%
14. Type of Reporting Person* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 37937A107 13D Page 4 of 11 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 -0-
9. Sole Dispositive Power -0-
10. Shared Dispositive Power -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person -0-
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) 0%
14. Type of Reporting Person* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 37937A107 13D Page 5 of 11 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 -0-
9. Sole Dispositive Power -0-
10. Shared Dispositive Power -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person -0-
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) 0%
14. Type of Reporting Person* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Introduction
This Amendment No. 5 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, Amendment No. 3 thereto filed
on May 19, 2003 and Amendment No. 4 thereto filed on July 29, 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 and 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 to report that, as of September 17,
2003, Comcast Corporation, Comcast Holdings Corporation, Comcast Programming
Holdings, Inc. and Comcast QVC, Inc. (collectively, the "Comcast Reporting
Persons") have ceased to have beneficial ownership of any shares of the common
stock, par value $0.01 per share (the "Common Stock"), of GSI Commerce, Inc.
(the "Company") held by Interactive Technology Holdings, LLC ("Interactive").
The Reporting Persons named in the Original Filing have terminated, effective as
of September 17, 2003, their Joint Filing Agreement with respect to the Original
Filing. This Amendment is being filed only on behalf of the Comcast Reporting
Persons with respect to their respective beneficial ownership of Common Stock of
the Company. Accordingly, this Amendment only serves to amend the Original
Filing to the extent the same was filed by and relates to the Comcast Reporting
Persons and is not intended to amend or otherwise affect the Original Filing to
the extent the same was filed by and relates to the other Reporting Persons.
Item 1. Security and Company.
Not modified.
Item 2. Identity and Background.
Insofar as it relates to the Comcast Reporting Persons, Item 2 of the
Original Filing is hereby amended as follows:
This statement is being filed jointly by the following persons
(hereinafter referred to collectively as the "Comcast Reporting Persons"):
(1) Comcast QVC, Inc., a Delaware corporation ("Comcast QVC")
(2) Comcast Programming Holdings, Inc., a Delaware corporation
("Holdings")
(3) Comcast Holdings Corporation, a Pennsylvania corporation ("CHC")
(4) Comcast Corporation, a Pennsylvania corporation ("Comcast")
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.
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 the development, management
and operation of broadband cable networks, and in the provision of programming
content. The principal business office of Comcast and CHC is located at 1500
Market Street, Philadelphia, Pennsylvania 19102.
Page 6 of 11 Pages
Information concerning the executive officers and directors of the
Comcast 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 Comcast Reporting Persons,
nor, to the best knowledge of the Comcast 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.
Not modified.
Item 4. Purpose of Transaction.
Insofar as it relates to the Comcast Reporting Persons, Item 4 of the
Original Filing is hereby amended and supplemented to include the following:
On September 17, 2003, in accordance with the Amended and Restated
Stock Purchase Agreement dated as of June 30, 2003 (the "Comcast/Liberty
Agreement"), among Comcast, Comcast QVC, Liberty Media Corporation ("Liberty")
and QVC, Inc. ("QVC"), among other things, (i) Comcast QVC sold to Liberty all
of the shares of QVC common stock held by Comcast QVC Holdings III, Inc.,
Comcast QVC Holdings IV, Inc., Comcast QVC Holdings V, Inc. and Comcast QVC
Holdings VI, Inc., each direct wholly-owned subsidiaries of Comcast QVC, for an
aggregate amount of approximately $4 billion principal amount of Liberty's
Floating Rate Senior Notes due 2006 and approximately $1.12 billion in cash, and
(ii) each of Comcast QVC Holdings I, Inc. and Comcast QVC Holdings II, Inc.,
direct wholly-owned subsidiaries of Comcast QVC, merged with a subsidiary of
Liberty and, as a result of such mergers, Comcast QVC received approximately 218
million shares of Liberty Series A common stock and approximately $226 million
in cash. Pursuant to the Comcast/Liberty Agreement, the Liberty Series A common
stock received by Comcast QVC in the mergers described in the preceding sentence
was valued at $11.71 per share.
As a result of the transactions described above, the Comcast Reporting
Persons ceased to have beneficial ownership of any of the shares of Common Stock
of the Company or warrants to purchase shares of Common Stock of the Company
owned by Interactive, but retained an approximately 30% aggregate interest in
the profits of Interactive.
Item 5. Interest in Securities of the Company.
Insofar as it relates to the Comcast Reporting Persons, Item 5 of the
Original Filing is hereby amended by replacing the first paragraph in its
entirety with the following:
As a result of the transactions consummated pursuant to the
Comcast/Liberty Agreement, as of September 17, 2003, the Comcast Reporting
Persons ceased to have beneficial ownership of any shares of Common Stock of the
Company. Lawrence S. Smith, Co-Chief Financial Officer and Executive Vice
President of Comcast, has sole dispositive and voting power over 1,000 shares of
Common Stock of the Company constituting less than 1% of the outstanding shares
of such Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Company.
Not modified.
Page 7 of 11 Pages
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.
(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. Termination of Amended and Restated Joint Filing Agreement,
dated as of September 17, 2003, by and among the Reporting
Persons (filed herewith).
10.11 Joint Filing Agreement, dated as of September 17, 2003, by and
among the Comcast Reporting Persons (filed herewith).
Page 8 of 11 Pages
99.1. Amended and Restated Executive Officers and Directors of the
Comcast Reporting Persons (filed herewith).
Page 9 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: September 19, 2003
COMCAST CORPORATION
By: /s/ Arthur R. Block
--------------------------------
Name: Arthur R. Block
Title: Senior Vice President
COMCAST HOLDINGS CORPORATION
By: /s/ Arthur R. Block
--------------------------------
Name: Arthur R. Block
Title: Senior Vice President
Comcast Programming Holdings, Inc.
By: /s/ Rosemarie S. Teta
--------------------------------
Name: Rosemarie S. Teta
Title: Vice President
Comcast QVC, Inc.
By: /s/ Rosemarie S. Teta
--------------------------------
Name: Rosemarie S. Teta
Title: Vice President
Page 10 of 11 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. Termination of Amended and Restated Joint Filing Agreement, dated as of
September 17, 2003, by and among the Reporting Persons (filed
herewith).
10.11 Joint Filing Agreement, dated as of September 17, 2003, by and among
the Comcast Reporting Persons (filed herewith).
99.1. Amended and Restated Executive Officers and Directors of the Comcast
Reporting Persons (filed herewith).
Page 11 of 11 Pages
Exhibit 10.10
Termination of Amended and Restated Filing Agreement
Re: Joint Filing of Schedule 13D
Effective as of the date hereof, the undersigned hereby terminate that certain
Amended and Restated Filing Agreement dated as of May 16, 2003 (the "Joint
Filing Agreement") entered into by them for the purpose of filing a Schedule 13D
(including amendments thereto) filed on their behalf in connection with their
beneficial ownership of shares of common stock of GSI Commerce, Inc., as amended
through the date hereof (the "Schedule 13D"). This termination shall not affect
the Joint Filing Agreement to the extent previously relied upon for the purpose
of filing the Schedule 13D.
Dated: September 17, 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
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 10.11
Filing Agreement dated September 17, 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;
and
(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
itself; but none of them is responsible for the completeness and
accuracy of the information concerning the other persons making
the filing, unless it knows or has reason to believe that such
information is inaccurate.
Dated: September 17, 2003
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
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 Amended and Restated Directors and Executive Officers of the Reporting Persons Directors and Executive Officers of Comcast Corporation: