To: robert duke who wrote (5471 ) 5/13/1999 12:36:00 AM From: jon zachary Read Replies (1) | Respond to of 28311
>>So the deal has been made and we are just going to colet the money. Right<< here you go robert duke :marketwatch.newsalert.com 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. 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. AS YOU CAN PLAINLY SEE NOW ROBERT, THE DEAL IS NOT DONE YET. IF NOT APPROVED BY SHAREHOLDERS IT COULD BE CANCELLED, AND GO2NET WOULD HAVE TO PAY A LARGE SUM OF MONEY TO V.V. I AM SURE THAT WONT HAPPEN, BUT MY ORIGINAL POINT WAS THAT THE DEAL WOULD BE DONE IN THE FUTURE, HENCE, THE MONEY COMES IN. 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. (JUST GIVING THE FACTS)