C-Net, Inc.
(www.cnet.com)
Ticker: CNWK 150 Chestnut Street
Exchange: NASDAQ-National Market San Francisco, California 94111
Industry: High-Tech (415) 395-7800

Type of Shares:Common Shares Filing Date:5/15/96
U.S. Shares:2,000,000 Offer Date:7/1/96
Non-U.S. Shares:0 Filing Range:$14.00 - $16.00
Primary Shares:2,000,000 Offer Price:$16.00
Secondary Shares:0 Gross Spread:$1.12
Offering Amount: $30,000,000 Selling:$0.68
Expenses:$700,000 Reallowance:$0.10
Shares Out After:13,254,668

ManagerTierPhone
Morgan Stanley & Co. IncorporatedLead Manager (212) 703-4797
Deutsche Morgan GrenfellCo-manager (212) 468-5000
Hambrecht & Quist IncorporatedCo-manager (415) 576-3423

Auditor: KPMG Peat Marwick
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 3/31/96 3/31/95 3/31/96
Revenue:$3.50$1.65$0.00Assets:$5.48
Net Income:-$8.61-$3.70-$0.80Liabilities:$6.19
EPS:-$0.93-$0.40-$0.09Equity:-$0.70

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The company operates a cable television computer and technology show and Internet Web sites. The Company seeks to use its editorial, technical and programming expertise to create compelling content to engage technology oriented consumers and attract advertisers wishing to reach this audience. The Company believes that its strategy of combining Internet and television-based programming enhances its ability to promote the c-net brand, improve its ability to create high quality Internet sites and services and to capitalize on new business opportunities such as Internet-based electronic commerce. Based on the volume of traffic on its Internet sites and the size of its television audience, the Company believes that it has established a leadership position in its targeted content market.

Use of Proceeds
The proceeds from the proposed offering will be used for general corporate purposes, including working capital and capital expenditures, and investment in a joint venture.

Last updated: 10/28/96

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