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PROSPECTUS SUPPLEMENT RULE 424(B)(3)
(TO PROSPECTUS DATED JUNE 7, 1999 AND FILE NO. 333-78615
PROSPECTUS SUPPLEMENT DATED SEPTEMBER 13, 1999)
382,635 SHARES
[LOGO]
INTERNET AMERICA, INC.
COMMON STOCK
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This Prospectus Supplement supplements and amends the Prospectus dated June 7,
1999, as amended by the Prospectus Supplement dated September 13, 1999 (as
supplemented or amended, the "Prospectus") relating to 382,635 shares of
Internet America Common Stock being offered by certain of our shareholders named
in the Prospectus who have acquired such securities from us in connection with
certain acquisitions of businesses by us. All capitalized terms used but not
defined in this Prospectus Supplement have the meanings given to them in the
Prospectus.
Trading Symbol for Common Stock
on the Nasdaq National Market -- GEEK
Closing Price on September 28, 1999 -- $12.31
SEE "RISK FACTORS" ON PAGE 6 OF THE ACCOMPANYING PROSPECTUS FOR A DISCUSSION OF
CERTAIN RISK FACTORS THAT YOU SHOULD CONSIDER BEFORE ACQUIRING THE COMMON STOCK
OFFERED HEREBY.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of the Prospectus. Any representation to the contrary is a
criminal offense.
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The date of this Prospectus Supplement is September 29, 1999.
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RECENT DEVELOPMENTS
On September 12, 1999, Internet America, Inc., a Texas corporation (the
"Company"), entered into an Agreement and Plan of Merger with PDQ.Net,
Incorporated, a Texas corporation ("PDQ.Net"), pursuant to which a subsidiary of
the Company will merge with and into PDQ.Net, with PDQ.Net surviving as a wholly
owned subsidiary of the Company. The consideration for the merger is 2,425,000
shares of the Company's common stock. Upon completion of the merger, PDQ.Net
will have two designees to the board of directors of the Company. The merger is
subject to customary closing conditions, including the consent of the
shareholders of both the Company and PDQ.Net. Subject to such conditions, the
Company expects the merger to be completed by December 15, 1999.
The Prospectus, together with this Prospectus Supplement, constitutes
the prospectus required to be delivered by Section 5(b) of the Securities Act of
1933, as amended, with respect to offers and sales of the common stock.
The Prospectus accompanying this Prospectus Supplement incorporates important
business and financial information about the Company that is not included in or
delivered with this Prospectus Supplement or with the Prospectus. This
information is available without charge to shareholders upon written request by
contacting the company at One Dallas Center, 350 North St. Paul Street, Suite
3000, Dallas, Texas 75201 or upon oral request by calling (214) 861-2500, attn.
Investor Relations. In order to obtain timely delivery, shareholders must
request the information no later than five business days before the date on
which you select to make your investment decision.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS SUPPLEMENT,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS SUPPLEMENT AND
THE PROSPECTUS DO NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THOSE TO
WHICH THEY RELATE OR AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, IN
ANY STATE TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH
STATE. THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS AT ANY TIME
DOES NOT IMPLY THAT THE INFORMATION HEREIN OR THEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO ITS DATE.
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TABLE OF CONTENTS
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PAGE
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PROSPECTUS SUPPLEMENT
Recent Developments ....................................................... S-2
PROSPECTUS
Prospectus Summary ........................................................ 2
Risk Factors .............................................................. 6
Use of Proceeds ........................................................... 15
Dividend Policy ........................................................... 15
Capitalization ............................................................ 15
Selected Financial and Operating Data ..................................... 17
Management's Discussion and Analysis of Financial Condition and
Results of Operations ................................................... 19
Business .................................................................. 25
Management ................................................................ 33
Certain Transactions ...................................................... 39
Principal and Selling Shareholders ........................................ 41
Description of Securities ................................................. 43
Shares Eligible for Future Sale ........................................... 46
Plan of Distribution ...................................................... 47
Legal Matters ............................................................. 48
Experts ................................................................... 48
Available Information ..................................................... 48
Glossary of Technical Terms ............................................... 49
Financial Statements ...................................................... F-1
</TABLE>
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THE AVAILABLE INFORMATION DESCRIBED ON P. 48 OF THE PROSPECTUS ACCOMPANYING THIS
PROSPECTUS SUPPLEMENT THAT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ("SEC") MAY BE READ AND COPIED AT THE SEC'S PUBLIC REFERENCE ROOM AT
450 FIFTH STREET, N.W., WASHINGTON, D.C. 20549. YOU MAY OBTAIN INFORMATION ON
THE OPERATION OF THE PUBLIC REFERENCE ROOM BY CALLING THE SEC AT 1-800-SEC-0330.
THE SEC MAINTAINS AN INTERNET SITE THAT CONTAINS REPORTS, PROXY AND INFORMATION
STATEMENTS, AND OTHER INFORMATION REGARDING ISSUERS THAT FILE ELECTRONICALLY
WITH THE SEC AND THE ADDRESS OF THAT SITE IS (http://www.sec.gov).
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