Form 8-K



Washington, D.C. 20549


Current Report Pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 26, 2006

CNET Networks, Inc.

(Exact name of registrant as specified in its charter)


(State or Other Jurisdiction of Incorporation)


0-20939   13-3696170
(Commission File Number)   (IRS Employer Identification Number)

235 Second Street

San Francisco, CA 94105

(Address of principal executive offices including zip code)

(415) 344-2000

(Registrant’s telephone number, including area code)


(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 8.01 Other Events

CNET Networks, Inc. has received a grand jury document subpoena from the United States Attorney for the Northern District of California requesting records pertaining to the granting of stock options. CNET Networks intends to cooperate fully with the United States Attorney with respect to its request.

This request follows the Company’s announcement on May 22, 2006 that its Board of Directors had appointed a special committee of independent directors to conduct an internal investigation relating to past option grants, the timing of such grants and related accounting matters, and its announcement on May 24, 2006 that the Company had received notice that the Securities and Exchange Commission (SEC) is conducting an informal inquiry into its stock option grants. CNET Networks is cooperating fully with the SEC regarding this matter.


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 27, 2006


CNET Networks, Inc.

/s/ George Mazzotta



George Mazzotta



Chief Financial Officer