UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

~~Form~~FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~March~~June 2623, 2008

CNET ~~Networks~~NETWORKS, ~~Inc~~INC.

(Exact name of registrant as specified in its charter)

Delaware		001-33915		13-3696170
(State or otherjurisdiction of incorporation)		(Commission File Number)		(IRS EmployerIdentification No.)

Delaware

(State or Other Jurisdiction

of Incorporation)

001-33915

(Commission

File Number)

13-3696170

(IRS Employer

Identification No.)

235 Second Street, San Francisco, California 94105

~~San~~(Address ~~Francisco,~~of CAprincipal ~~94105~~executive offices)

(Address of principal executive offices including Zip Code)

(415) 344-2000

(Registrant’s telephone number, including area code)

Not applicable

(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 (see General Instruction A.2. below):

¨ Written communication ~~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 2 5.0501. ~~Costs~~Change ~~Associated~~in ~~with~~Control ~~Exit~~of ~~or Disposal Activities~~Registrant.

OnPursuant ~~March~~to the previously announced Agreement and Plan of Merger, dated as of May 2615, 2008 (the “Merger Agreement”), among CBS Corporation, a Delaware corporation (“Parent”), Ten Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and CNET Networks, Inc. (the “Company”), ~~announced~~Purchaser commenced a ~~plan~~tender offer (the “Offer”) to ~~implement~~purchase aall ~~workforce~~of ~~realignment~~the outstanding common stock, par value $0.0001 per share, of the Company (the “Shares”), at $11.50 per Share, net to ~~more~~the ~~appropriately~~seller ~~allocate~~in ~~resources~~cash (less any required withholding taxes), without interest, upon the terms and subject to the ~~Company’s~~conditions ~~key~~set ~~strategic~~forth ~~initiatives~~in the Offer to Purchase dated May 23, 2008 and in the related letter of transmittal. The ~~Company’s~~initial offering period of the Offer expired at 12:00 Midnight, ET, on Friday, ~~workforce~~June 20, ~~realignment~~2008. ~~will~~On ~~eliminate~~June 23, ~~approximately~~2008, ~~120~~Purchaser ~~positions~~commenced ina subsequent offering period of the ~~United~~Offer ~~States~~which expired at 12:00 Midnight, ET, on Wednesday, June 25, 2008, at which time, an aggregate of 117,867,949 Shares were validly tendered and isaccepted ~~effective~~for ~~immediately~~purchase pursuant to the Offer. After payment for the Shares, Parent will own, in total, approximately 78% of the Company’s outstanding Shares.

~~The~~Upon ~~Company~~acceptance ~~currently estimates~~for ~~non-recurring~~payment ~~pre-tax~~of, ~~restructuring~~and ~~charges~~payment ~~resulting~~for, ~~from~~ the ~~workforce~~tendered ~~realignment~~Shares, tothe beMerger inAgreement ~~the~~grants ~~range~~Parent ofthe ~~$3.5~~right ~~million~~ to $4designate ~~million~~a ~~for~~number ~~severance~~of ~~pay~~individuals ~~expenses~~to ~~and~~the ~~related~~Company’s ~~cash~~board ~~expenditures.~~of ~~Total~~directors ~~charges~~who, ~~will~~following ~~also include $0.3 million to~~their ~~$0.4 million in non-personnel costs related to outplacement~~election, ~~legal~~will ~~and~~constitute ~~other~~a ~~services and non-cash charges related to stock compensation expense. Actual costs and charges could differ from these estimates. The Company expects to recognize the~~ majority of the ~~foregoing~~Company’s ~~charges~~board ~~in the first quarter~~ of ~~2008, with the remaining costs being recognized over the remainder of 2008~~directors.

~~The workforce~~On ~~realignment~~June 26, is2008, ~~the~~Parent ~~result~~issued ofa ~~the~~press ~~continued~~release announcing ~~implementation~~the completion of the ~~Company’s~~Offer ~~established~~and ~~business~~its ~~plan~~intention, pursuant to ~~focus on~~ the ~~long~~Merger ~~term~~Agreement, ~~growth~~to ~~and~~exercise ~~success of~~ the ~~Company.~~top-up Itoption ~~allows~~and ~~the~~effect ~~Company~~a toshort-form ~~put~~merger ~~greater~~under ~~emphasis~~Delaware ~~on its strategic priorities~~law, which ~~include~~would ~~focusing~~result onin ~~its~~the ~~leading~~Company ~~brands,~~becoming ~~driving~~a ~~greater efficiencies throughout the business~~direct, ~~and~~wholly ~~reducing~~owned ~~costs~~subsidiary of Parent. InA ~~connection~~copy ~~with~~of the ~~workforce~~press ~~realignment,~~release ~~the~~was ~~Company~~filed isas ~~focused~~Exhibit on (ia) ~~realigning and streamlining G&A and other central services;~~ (ii14) ~~evolving~~with ~~the~~Amendment ~~Company’s~~No. 4 ~~editorial organization~~ to ~~enable greater focus on content creation; (iii) innovating~~ the Company’s ~~technology~~Schedule ~~infrastructure,~~14D-9 ~~including~~filed ~~the~~by ~~adoption of open application programming interfaces, or APIs, and implementing other measures to enhance greater efficiencies; (iv) simplifying~~ the Company’s ~~sales~~on ~~approach~~June 26, ~~to enhance sales productivity; and (v) implementing business unit changes to realign resources to support the Company’s strategic priorities and promote efficiencies~~2008.

~~Cautionary~~Parent ~~Note~~has ~~Regarding~~indicated ~~Forward-Looking~~that ~~Statements~~it will provide Purchaser with sufficient funds to purchase the tendered Shares and consummate the merger from Parent’s existing cash balances.

~~Statements~~The ~~made~~foregoing bydescription ~~the Company in this Current Report on Form 8-K regarding its workforce realignment (including the anticipated timing~~ of ~~such action and~~ the ~~amount~~Merger ofAgreement ~~and~~is ~~timing~~qualified ofin ~~associated~~its ~~costs~~entirety ~~and~~by ~~charges)~~reference ~~and related changes~~ to ~~its organization and possible benefits related thereto, that are not historical facts constitute “forward-looking statements” within~~ the ~~meaning of~~Merger ~~Section 27A of the Securities Act of 1933~~Agreement, ~~Section 21~~a ofcopy ~~the Securities Exchange Act~~ of ~~1934~~which ~~and~~was ~~the~~filed Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially. The Company undertakes no duty to publicly revise or update these forward-looking statements, whether as aExhibit ~~result of new information, future developments or otherwise~~2.1 ~~The risks and uncertainties that could cause actual results~~ to ~~differ materially from those projected include:~~ the Company’s ability to implement the workforce realignment according to the current timetable and the possibility that final costs and charges associated with the workforce realignment may be higher than our initial estimates. For additional discussion regarding the risks related to the Company’s business, see its Annual Report on Form 108-K for the year ended December 31, 2007, including disclosures under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations,” which is filed ~~with~~by the ~~Securities~~Company ~~and Exchange Commission and is available~~ on ~~the~~May 15, ~~SEC’s website at www~~2008.~~sec.gov.~~

~~SIGNATURES~~SIGNATURE

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.

~~Date~~By: ~~March 26~~/s/ Andy Sherman Name: Andy Sherman Title: Senior Vice President, ~~2008~~General Counsel & Corporate Secretary

~~CNET Networks, Inc. By~~Date: ~~/s/ Andy Sherman Name: Andy Sherman Title: Senior Vice President~~June 27, ~~General~~2008 ~~Counsel and Corporate Secretary~~

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