SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
CNET Networks, Inc.
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(Name of Issuer)
Common Stock, $0.0001 par value
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(Title of Class of Securities)
125 945 10 5
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(CUSIP Number)
East Peak Partners, L.P.
101 California Street, Suite 4050
San Francisco, CA 94111
(415) 675-3200
with a copy to:
Phillip Gordon
Altheimer & Gray
10 South Wacker Drive
Chicago, Illinois 60606
(312) 715-4000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 9, 2002
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(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 which is the subject
of this Schedule 13D, and is filing this Schedule because of
Rule 13d-1(b)(3) or (4), check the following box. / /
*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 ("Act") 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).
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CUSIP No. 125 945 10 5 Page 2 of 11
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1. Name of Reporting Person:
East Peak Partners, L.P.
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2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
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3. SEC Use Only
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4. Source of Funds:
WC
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5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f): / /
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6. Citizenship or Place of Organization: California
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NUMBER OF
SHARES 7. Sole Voting Power: 7,263,868
BENEFICIALLY ----------------------------------------------
OWNED BY 8. Shared Voting Power: 0
EACH ----------------------------------------------
REPORTING 9. Sole Dispositive Power: 7,263,868
PERSON ----------------------------------------------
WITH 10. Shared Dispositive Power: 0
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11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 7,263,868
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12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares: / /
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13. Percent of Class Represented by Amount in Row (11): 5.5%
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14. Type of Reporting Person: PN
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Consists of 7,050,000 shares of common stock and 213,868
shares of common stock issuable upon conversion of
$8,000,000 of 5% Convertible Bonds due February 26, 2006
("Convertible Bonds") at a conversion price of $37.40625 per
share. The shares were trading at $1.17 per share on
October 15, 2002. Therefore, it is unlikely that the
Convertible Bonds will be converted in the foreseeable
future.
Power is exercised through East Peak Partners, L.P.'s sole
general partner JGE Capital Management, LLC.
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CUSIP No. 125 945 10 5 Page 3 of 11
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1. Name of Reporting Person:
JGE Capital Management, LLC
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2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
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3. SEC Use Only
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4. Source of Funds:
WC
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5. Check box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(e) or 2(f): / /
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6. Citizenship or Place of Organization: California
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NUMBER OF
SHARES 7. Sole Voting Power: 7,263,868
BENEFICIALLY ----------------------------------------------
OWNED BY 8. Shared Voting Power: 0
EACH ----------------------------------------------
REPORTING 9. Sole Dispositive Power: 7,263,868
PERSON ----------------------------------------------
WITH 10. Shared Dispositive Power: 0
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11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 7,263,868
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12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares: / /
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13. Percent of Class Represented by Amount in Row (11): 5.5%
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14. Type of Reporting Person: CO
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Solely in its capacity as the general partner of East Peak
Partners, L.P.
Power is exercised by JGE Capital Management, LLC's
President and Principal, Jeffrey G. Edwards.
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CUSIP No. 125 945 10 5 Page 4 of 11
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1. Name of Reporting Person:
Jeffrey G. Edwards
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2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
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3. SEC Use Only
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4. Source of Funds: WC
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5. Check box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(e) or 2(f): / /
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6. Citizenship or Place of Organization: USA
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NUMBER OF
SHARES 7. Sole Voting Power: 7,263,868
BENEFICIALLY ----------------------------------------------
OWNED BY 8. Shared Voting Power: 0
EACH ----------------------------------------------
REPORTING 9. Sole Dispositive Power: 7,263,868
PERSON ----------------------------------------------
WITH 10. Shared Dispositive Power: 0
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11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 7,263,868
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12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares: / /
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13. Percent of Class Represented by Amount in Row (11): 5.5%
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14. Type of Reporting Person: IN
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Solely in his capacity as the President and Principal of
JGE Capital LLC.
Item 1. Security and Issuer.
The class of securities to which this statement relates
is the common stock, par value $0.0001 per share (the
"Common Stock") of CNET Networks, Inc. (the "Issuer"), a
Delaware corporation whose principal place of business and
executive offices are located at 235 Second Street, San
Francisco, CA 94105.
Item 2. Identity and Background.
(a) This statement is being filed by the following
persons: East Peak Partners, L.P., a California limited
partnership ("East Peak"), JGE Capital Management, LLC, a
California limited liability company ("JGE Capital") and
Jeffrey G. Edwards ("Edwards") (the "Reporting Persons")
pursuant to Rule 13d1(k)(1)-(2) of Regulation 13D-G of the
General Rules and Regulations under the Securities Exchange
Act of 1934, as amended (the "Act"). The sole general
partner of East Peak is JGE Capital. The President and
Principal of JGE Capital is Mr. Edwards. The Reporting
Persons are making this single, joint filing because they
may be deemed to constitute a "group" within the meaning of
Section 13(d)(3) of the Act, although neither the fact of
this filing nor anything contained herein shall be deemed
to be an admission by the Reporting Persons that a group
exists.
(b) - (c)
East Peak
East Peak is a California limited partnership, the
principal business of which is the purchase, sale, exchange,
acquisition and holding of investment securities. The
principal business address of East Peak , which also serves
as its principal office, is 101 California Street, Suite
4050, San Francisco, California 94111. Pursuant to
Instruction C to Schedule 13D of the Act, certain
information with respect to JGE Capital, the sole general
partner of East Peak, is set forth below.
JGE Capital
JGE Capital is a California limited liability company,
the principal business of which is serving as the sole
general partner of East Peak. The principal business
address of JGE Capital, which also serves as its principal
office, is 101 California Street, Suite 4050, San Francisco,
California 94111. Pursuant to Instruction C to Schedule 13D
of the Act, certain information with respect to Mr.
Edwards, the President and sole Principal of JGE Capital is
set forth below.
Edwards
Mr. Edward's business address is 101 California Street,
Suite 4050, San Francisco, California 94111. His present
principal occupation is serving as the President and
Principal of JGE Capital. The principal business of JGE
Capital is serving as the sole general partner of East Peak.
The principal address of JGE Capital, which also serves as
its principal office, is 101 California Street, Suite 4050,
San Francisco, California 94111. Mr. Edwards is the sole
controlling person of JGE Capital, the sole general partner
of East Peak.
There are no directors of JGE Capital. Mr. Edwards is
the President and the sole Principal of JGE Capital. The
only other executive officer of JGE Capital is his wife
Victoria J. Edwards, who serves as Treasurer of JGE Capital.
Mrs. Edward's business address is 101 California Street,
Suite 4050, San Francisco, California. Her principal
occupation is homemaker.
(d) and (e) None of the Reporting Persons nor any
other person named in this Item 2 has during the last five
years (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such
proceeding was, or is, subject to 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.
(f) All of the natural persons identified in this Item 2
are citizens of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The source and amount of the funds used or to be used
by the Reporting Persons to purchase shares of Common Stock
(the "Shares") are as follows:
Name Source of Funds Amount of Funds
---- --------------- ---------------
East Peak Working Capital $16,243,154.19
JGE Capital Not Applicable Not Applicable
Edwards Not Applicable Not Applicable
As used herein, the term "Working Capital" includes
income from the business operations of the entity
and funds committed to the entity plus sums
borrowed from banks and brokerage firm margin
accounts to operate such business in general.
None of the funds reported herein as "Working
Capital" were borrowed or otherwise obtained for
the specific purpose of acquiring, handling,
trading or voting the Shares. $11,958,154.19 of
the funds were used to purchase Shares of Common
Stock and $4,285,000 were used to purchase 5%
Convertible Bonds due February 26, 2006
("Convertible Bonds").
Item 4. Purpose of Transaction.
The Reporting Persons have acquired the Shares reported
herein, including the Shares issuable upon conversion of
Convertible Bonds ("Conversion Shares") for investment
purposes. Consistent with such purposes, the Report Persons
have had, and may have in the future, discussions with
management of the Issuer and may make suggestions concerning
the Issuer's operations, prospects, business and financial
strategies, assets and liabilities, business and financing
alternatives and such other matters as the Reporting
Persons may deem relevant to their investments in the Shares.
The Reporting Persons expect that they will, from time to time,
review their investment positions in the Issuer and may,
depending on market and other conditions, increase or
decrease their investment positions.
Whether the Reporting Persons purchase any additional
Shares or dispose of any Shares, and the amount and timing
of any such transactions, will depend upon the Reporting
Persons' individual continuing assessments of pertinent
factors, including the availability of Shares for purchase
at particular price levels, the Issuer's and the Reporting
Person's businesses and prospects, other business investment
opportunities available to the Reporting Persons, economic
conditions, stock market conditions, money market
conditions, the attitudes and actions of the Board of
directors and management of the Issuer, the availability and
nature of opportunities to dispose of the Reporting Persons'
interests in the Issuer and other plans and requirements of
the Reporting Persons. Depending upon their individual
assessments of these factors from time to time, the
Reporting Persons may change their present intentions as
stated above, including determining to acquire additional
Shares (by means of open market or privately negotiated
purchases) or to dispose of some or all of the Shares held
by them or under their control.
Except as stated above, none of the Reporting Persons
has any plans or proposals of the types referred to in
clauses (a) through (j) of Item 4 of Schedule 13D, as
promulgated by the Securities and Exchange Commission.
Item 5. Interest in Securities of the Issuer.
(a) Percentage interest calculations for each of the
Reporting Persons are based on the Issuer having 130,895,099
shares of Common Stock outstanding as of July 31, 2002, as
reported in the Issuer's 10-Q filed for the quarter period
ended June 30, 2002, filed with the Securities and Exchange
Commission on August 13, 2002.
East Peak
Including Conversion Shares into which the Convertible
Bonds could be currently converted, the aggregate number of
Shares that East Peak owns beneficially pursuant to Rule
13d-3 of the Act, is 7,263,868 Shares, which constitutes
approximately 5.5% of the outstanding shares of Common
Stock. These 7,263,868 Shares consist of 7,050,000 shares
of Common Stock and 213,868 shares of Common Stock issuable
upon conversion of Convertible Bonds at a conversion price
of $37.40625 per share. The shares were trading at $1.17
per share on October 15, 2002. Therefore, it is unlikely
that the Convertible Bonds will be converted in the
forseeable future.
JGE Capital
Because of its position as the sole general partner of
East Peak, JGE Capital may, pursuant to Rule 13d-3 of the
Act, be deemed to be beneficial owner of 7,263,868 Shares,
which constitutes approximately 5.5% of the outstanding
shares of Common Stock.
Edwards
Because of his position as the control person of JGE
Capital, Mr. Edwards may, pursuant to Rule 13d-3 of the Act,
be deemed to be beneficial owner of 7,263,868 Shares, which
constitutes approximately 5.5% of the outstanding shares of
Common Stock .
(c) During the period beginning sixty (60) days prior to
August 9, 2002 and ending on the date of this filing, East
Peak has purchased in open market transactions on the National
Association of Securities Dealers Automated Quotation
System (Nasdaq) shares of Common Stock and in the over
the counter market Convertible Bonds as set forth in
Schedule I attached hereto.
Except as set forth in this paragraph (c), to the best of
the knowledge of each of the Reporting Persons, none of the
persons named in response to paragraph (a) has effected any
transaction in shares of the Common Stock or Convertible
Bonds during the period beginning sixty (60) days prior to
August 9, 2002 and ending on the date hereof.
(d) Each of the Reporting Persons affirms that no
person other than such Reporting Person has the right to
receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of the shares owned by
such Reporting Person.
(e) It is inapplicable for the purposes herein to state
the date in which the Reporting Persons ceased to be the
owners of more than five percent (5%) of the outstanding
shares of Common Stock.
Item 6. Contracts, Arrangements, Understandings or
Relationships with respect to Securities of the Issuer.
Except as set forth herein or in the Exhibits filed
herewith, there are no other contracts, arrangements,
understandings or relationships of the type required to be
disclosed in response to Item 6 of Schedule 13D of the Act
with respect to the Shares owned by the Reporting Persons.
Item 7. Material to be Filed as Exhibits.
Exhibit Document Description
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A Agreement Pursuant to Rule 13d-1(k)(1)(iii)
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
DATED: October 17, 2002
EAST PEAK PARTNERS, L.P.
By: JGE CAPITAL MANAGEMENT, LLC
Its: General Partner
By: /s/ Jeffrey G. Edwards
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Jeffrey G. Edwards
Its: Principal
JGE CAPITAL MANAGEMENT, LLC
By: /s/ Jeffrey G. Edwards
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Jeffrey G. Edwards
Its: Principal
/s/ Jeffrey G. Edwards
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Jeffrey G. Edwards
SCHEDULE I TO SCHEDULE 13D FOR
EAST PEAK PARTNERS, L.P.
Where/How
Reporting Date of Number Price Per Transaction
Person Transaction Type of Shares Share ($) Effected
--------- ----------- ---- --------- --------- ------------------
East Peak 07/12/2002 Buy 50,000 1.9400 Open Market/Broker
East Peak 07/15/2002 Buy 126,500 1.8085 Open Market/Broker
East Peak 07/16/2002 Buy 173,500 1.8380 Open Market/Broker
East Peak 07/17/2002 Buy 152,000 1.8352 Open Market/Broker
East Peak 07/18/2002 Buy 1,000,000 1.6600 Open Market/Broker
East Peak 07/18/2002 Buy 40,000 1.7593 Open Market/Broker
East Peak 07/19/2002 Buy 1,505,000 1.6100 Open Market/Broker
East Peak 07/19/2002 Buy 264,000 1.6600 Open Market/Broker
East Peak 07/19/2002 Buy 15,000 1.6903 Open Market/Broker
East Peak 07/19/2002 Buy 24,000 1.7213 Open Market/Broker
East Peak 07/23/2002 Buy 150,000 1.4971 Open Market/Broker
East Peak 07/23/2002 Buy 8,000 1.3100 Open Market/Broker
East Peak 07/24/2002 Buy 142,000 1.2718 Open Market/Broker
East Peak 07/25/2002 Buy 162,000 1.2014 Open Market/Broker
East Peak 07/26/2002 Buy 38,000 1.1819 Open Market/Broker
East Peak 07/29/2002 Buy 100,000 1.2153 Open Market/Broker
East Peak 07/30/2002 Buy 29,000 1.1693 Open Market/Broker
East Peak 07/31/2002 Buy 79,000 1.1886 Open Market/Broker
East Peak 08/01/2002 Buy 5,000 1.1602 Open Market/Broker
East Peak 08/02/2002 Buy 87,000 1.1900 Open Market/Broker
East Peak 08/05/2002 Buy 19,000 1.1298 Open Market/Broker
East Peak 08/06/2002 Buy 40,600 1.1500 Open Market/Broker
East Peak 08/07/2002 Buy 40,400 1.1500 Open Market/Broker
East Peak 08/08/2002 Buy 500,000 1.1062 Open Market/Broker
East Peak 08/09/2002 Buy 500,000 0.9075 Open Market/Broker
East Peak 08/14/2002 Buy 100,000 0.7003 Open Market/Broker
East Peak 10/07/2002 Buy 300,000 0.9173 Open Market/Broker
East Peak 10/09/2002 Buy 50,000 0.9581 Open Market/Broker
Face Amount Price Per
of $1,000 Where/How
Reporting Date of Convertible Face Transaction
Person Transaction Type Bonds Amount Effected
--------- ----------- ---- ----------- ------ -----------
East Peak 08/14/02 Buy $2,000,000 $550.00 Open Market/Broker
East Peak 08/23/02 Buy $4,000,000 $527.50 Open Market/Broker
EXHIBIT A
Pursuant to Rule 13d-1(k) (1) (iii) of Regulation 13D-G
of the General Rules and Regulations of the Securities and
Exchange Commission under the Securities Exchange Act of
1934, as amended, the undersigned agree that the statement
to which this Exhibit is attached is filed on behalf of each
of them in the capacities set forth herein below.
DATED: October 17, 2002
EAST PEAK PARTNERS, L.P.
By: JGE CAPITAL MANAGEMENT, LLC
Its: General Partner
By: /s/ Jeffrey G. Edwards
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Jeffrey G. Edwards
Its: Principal
JGE CAPITAL MANAGEMENT, LLC
By: /s/ Jeffrey G. Edwards
----------------------
Jeffrey G. Edwards
Its: Principal
/s/ Jeffrey G. Edwards
----------------------
Jeffrey G. Edwards