SC 13D 1 jel875947v2.txt 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. __)* CNET Networks, Inc. ---------------------------------------------------- (Name of Issuer) Common Stock, $0.0001 par value ---------------------------------------------------- (Title of Class of Securities) 125 945 10 5 ---------------------------------------------------- (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 ---------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 9, 2002 ---------------------------------------------------- (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). ----------------------------------------------------------- CUSIP No. 125 945 10 5 Page 2 of 11 ----------------------------------------------------------- 1. Name of Reporting Person: East Peak Partners, L.P. ----------------------------------------------------------- 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 Items 2(e) or 2(f): / / ----------------------------------------------------------- 6. Citizenship or Place of Organization: California ----------------------------------------------------------- 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 ----------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 7,263,868 ----------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / ----------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 5.5% ----------------------------------------------------------- 14. Type of Reporting Person: PN ----------------------------------------------------------- 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. ----------------------------------------------------------- CUSIP No. 125 945 10 5 Page 3 of 11 ----------------------------------------------------------- 1. Name of Reporting Person: JGE Capital Management, LLC ----------------------------------------------------------- 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 Items 2(e) or 2(f): / / ----------------------------------------------------------- 6. Citizenship or Place of Organization: California ----------------------------------------------------------- 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 ----------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 7,263,868 ----------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / ----------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 5.5% ----------------------------------------------------------- 14. Type of Reporting Person: CO ----------------------------------------------------------- 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. ----------------------------------------------------------- CUSIP No. 125 945 10 5 Page 4 of 11 ----------------------------------------------------------- 1. Name of Reporting Person: Jeffrey G. Edwards ----------------------------------------------------------- 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 Items 2(e) or 2(f): / / ----------------------------------------------------------- 6. Citizenship or Place of Organization: USA ----------------------------------------------------------- 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 ----------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 7,263,868 ----------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / ----------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 5.5% ----------------------------------------------------------- 14. Type of Reporting Person: IN ----------------------------------------------------------- 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:

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 ------- -------------------- 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 ---------------------- 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 SCHEDULE I TO SCHEDULE 13D FOR EAST PEAK PARTNERS, L.P.

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 ---------------------- 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

EAST PEAK PARTNERS L P SC 13D