SEC Division of Corporation Finance no-action letter: CNET Networks, Inc.

555 Eleventh Street, N.W., Suite 1000
Washington, D.C. 20004-1304
Tel: (202) 637-2200 Fax: (202) 637-2201 www.lw.com FIRM / AFFILIATE OFFICES Barcelona New Jersey Brussels New York Chicago Northern Virginia Frankfurt Orange County Hamburg Paris February 28, 2007 Hong Kong San Diego London San Francisco Los Angeles Shanghai Madrid Silicon Valley Milan Singapore Brian V. Breheny, Esq., Chief Moscow Tokyo Office of Mergers and Acquisitions Munich Washington, D.C. Nicholas P. Panos, Esq., Special Counsel Office of Mergers and Acquisitions Division of Corporation Finance Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: CNET Networks, Inc.—Request for Exemptive Relief Dear Messrs. Breheny and Panos:
On behalf of our client, CNET Networks, Inc. (the “Company” or “CNET”), we request that the Staff grant the Company exemptive relief from compliance with Rules 13e-4(f)(5) and 14e-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to the cash payment contemplated to be paid by the Company pursuant to the tender offer to existing employees who hold options subject to potential adverse tax consequences under
Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”).
As more fully described below, the Company proposes to commence an offer (the “Offer”) to all eligible employees to amend discount options (defined below). The “eligible employees” will be all holders of discount options who are also employees of the Company or one of its subsidiaries on the expiration date of the Offer who hold discount options. The “discount options” are the employee stock options granted under four of the Company’s equity incentive plans which (a) have an exercise price per share that is less than the fair market value per share of the underlying CNET common stock on the option’s deemed measurement date under Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB No. 25”), (b) were unvested as of December 31, 2004, (c) are outstanding on the last date the Offer is open for acceptance and (d) are held by individuals subject to United States federal income taxes.1 The Company intends to make the Offer so that eligible employees 1 The Offer will not be open to foreign employees of the Company or any of its subsidiaries not subject to taxation under Section 409A because making the Offer open to such employees would not further the