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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
Internet America, Inc.
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(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[X] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
[INTERNET AMERICA LOGO]
INTERNET AMERICA, INC.
350 NORTH ST. PAUL, SUITE 3000
Dallas, Texas 75201
(214) 861-2500
October 28, 1999
RE: ADDITIONAL SOLICITING MATERIALS
Dear Shareholder:
Enclosed please find an amendment to the Proxy Statement for the
Special Meeting of Shareholders of Internet America, Inc., a Texas corporation,
to be held at 10:00 a.m., local time, on November 22, 1999, at the Adam's Mark
Hotel, 400 North Olive Street, Dallas, Texas 75201.
The Quorum and Voting section on page 4 of the Proxy Statement
contained incorrect information with respect to the votes required to approve
the Merger Agreement and the transactions contemplated thereby. Enclosed is a
revised Quorum and Voting section containing the correct information.
We apologize to you for this oversight. Thank you for your support.
Sincerely,
/s/ ELIZABETH PALMER DAANE
------------------------------
Elizabeth Palmer Daane
Secretary
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INTERNET AMERICA, INC.
350 NORTH ST. PAUL, SUITE 3000
DALLAS, TEXAS 75201
(214) 861-2500
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AMENDMENT TO PROXY STATEMENT
FOR
SPECIAL MEETING OF SHAREHOLDERS
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TO BE HELD NOVEMBER 22, 1999
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The Quorum and Voting section set forth on page 4 of the Proxy
Statement for the Special Meeting of the Shareholders of Internet America, Inc.
(the "Proxy Statement") is amended and restated in its entirety as follows
(capitalized terms used herein shall have the meanings ascribed to them in the
Proxy Statement, unless otherwise defined herein):
QUORUM AND VOTING
The presence at the Special Meeting, in person or by proxy, of the
holders of a majority of the issued and outstanding shares of Common Stock is
necessary to constitute a quorum to transact business. Each share represented at
the Special Meeting in person or by proxy will be counted toward a quorum. In
deciding all questions and other matters, a holder of Common Stock on the Record
Date shall be entitled to cast one vote for each share of Common Stock
registered in such holder's name.
Under the applicable rules of the Nasdaq National Market ("Nasdaq
Rules"), the approval of the Merger Agreement and the transactions contemplated
thereby, including, without limitation, the issuance of shares of Common Stock
thereunder, requires the affirmative vote of a majority of the shares of Common
Stock present or represented at the Special Meeting, entitled to vote thereon
and who have cast a vote, provided a quorum is present. In order to comply with
the Nasdaq Rules, approval of the Option Plan requires the affirmative vote of a
majority of the shares of Common Stock present or represented at the Special
Meeting, entitled to vote thereon and who have cast a vote, provided a quorum is
present.
Abstentions may be specified with respect to the proposals. A properly
executed proxy marked "ABSTAIN" with respect to any proposal will be counted as
present for purposes of determining whether there is a quorum and for purposes
of determining the aggregate voting power and number of shares represented and
entitled to vote at the meeting with respect to the indicated proposal.
Accordingly, since the affirmative votes described above are required for
approval of the proposals, a proxy marked "ABSTAIN" with respect to any such
proposal will have the effect of a vote against such proposal.
The election inspectors will treat shares referred to as "broker
non-votes" (i.e., shares held by brokers or nominees as to which they have no
discretionary power to vote on a particular matter and have received no
instructions from the beneficial owners or persons entitled to vote thereon), if
any, as shares that are present and entitled to vote for purposes of determining
the presence of a quorum. However, for purposes of determining the outcome of
any matter requiring discretionary voting, broker non-votes will be treated as
not present and not entitled to vote with respect to that matter (even though
those shares are considered entitled to vote for quorum purposes and may be
entitled to vote on other matters). Brokers or nominees do not have
discretionary power to vote with respect to either proposal referred to above.
Accordingly, broker non-votes on these proposals will not be counted in favor of
or against either proposal, but will be counted toward a quorum.
Dallas, Texas
October 28, 1999
