May 12, 1999 18:17
GO2NET INC files special meeting proxy.
Excerpted from DEFS14A filed on 05/12 by GO2NET INC:
GO2NET INC files special meeting proxy.
(4) Date Filed:
GO2NET, INC.
SPECIAL MEETING OF STOCKHOLDERS
To Our Stockholders:
You are cordially invited to attend a Special Meeting of the Stockholders of Go2Net, Inc. (the "COMPANY") to be held on Thursday, June 17, 1999, at 9:00 a.m. Local Time, at The Washington Athletic Club, 1325 Sixth Avenue, The Noble Room, Seattle, Washington.
The Special Meeting has been called to consider and approve the following matters:
Item. 1. The issuance and sale of 132,493 shares of the Company's Series A Convertible Preferred Stock, par value $.01 per share (which initially would be convertible into 2,004,129 shares of Common Stock) at the second closing (the "SECOND ISSUANCE") pursuant to the Stock Purchase Agreement dated as of March 15, 1999, as amended (the "STOCK PURCHASE AGREEMENT"), between the Company and Vulcan Ventures Incorporated ("VULCAN") at a price of $1,000.00 per share in cash and otherwise on the terms and subject to the conditions set forth in the Stock Purchase Agreement.
Item. 2. The sale by the directors of an aggregate of 1,403,312 shares of the Company's Common Stock, par value $.01 per share (the "MANAGEMENT SALE") pursuant to the Stock Purchase and Voting Agreements dated as of March 15, 1999 (the "MANAGEMENT AGREEMENTS"), by and between each of the six directors of the Company and Vulcan at a price of $90.00 per share in cash and otherwise on the terms and subject to the conditions set forth in the Management Agreements.
Item. 3. The election of five directors of the Company to serve until the next Annual Meeting of stockholders as more fully described in the accompanying Proxy Statement.
Item. 4. Amending the Company's Restated Certificate of Incorporation to increase the number of the Company's authorized shares of capital stock from 50,000,000 to 500,000,000 consisting of 499,000,000 shares of Common Stock, par value $.01 per share, and 1,000,000 shares of Preferred Stock, par value $.01 per share.
The Board of Directors has carefully reviewed and considered the terms and conditions of the Second Issuance and the Management Sale (the "Transactions") and has received the favorable opinion of its financial advisor, Broadview International LLC, as to the fairness, from a financial point of view, of the initial price at which the Series A Preferred Stock to be purchased from the Company by Vulcan is convertible into Common Stock. A copy of the opinion is attached to the accompanying Proxy Statement as Exhibit C. Details of the Transactions are also set forth in the accompanying Proxy Statement and attached exhibits. We urge you to read the Proxy Statement and attached exhibits carefully. Your vote is important. THE BOARD OF DIRECTORS HAS APPROVED THE STOCK PURCHASE AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY AND UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF EACH OF THE PROPOSALS TO BE PRESENTED AT THE SPECIAL MEETING.
In the event that the stockholders of the Company do not approve the Second Issuance, then either the Company or Vulcan may terminate the Stock Purchase Agreement. Following any such termination, the Company may be obligated to pay to Vulcan a fee of $17,500,000. Upon a termination of the Stock Purchase Agreement, Vulcan has the right to purchase one half of the shares subject to the Management Agreements between Vulcan and each of the three directors who are also executive officers of the Company pursuant to the terms of such Agreements.
The Board of Directors has fixed the close of business on May 7, 1999 as the record date for the meeting. All stockholders of record on that date are entitled to notice of and to vote at the meeting. We urge you to attend and participate in the Special Meeting. Whether or not you expect to attend personally, please complete, sign, date and return the enclosed proxy card in the postpaid envelope provided as soon as possible. You may, of course, attend the Special Meeting and vote in person, even if you have previously returned your proxy card.
PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING IN PERSON.
Sincerely yours,
[LOGO]
ETHAN CALDWELL
SECRETARY
Seattle, Washington
May 12, 1999
GO2NET, INC.
999 THIRD AVENUE, SUITE 4700
SEATTLE, WASHINGTON 98104
(End of Item Excerpt) |
