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Filed Pursuant to Rule 425
Filer: Styleclick.com Inc.
Subject Company: Styleclick Inc.
Registration Statement File No.: 333-33194
Investors and security holders are urged to read the proxy statement/prospectus
regarding the business combination transaction referenced in the following
information included in the Registration Statement on Form S-4 filed by
Styleclick Inc. with the Securities and Exchange Commission (Registration No.
333-33194) because it contains important information. Investors and security
holders may obtain a free copy of the proxy statement/prospectus on the SEC's
website (www.sec.gov) or upon request from Styleclick.com's office of investor
relations by directing such request to: Styleclick.com Inc., 3861 Sepulveda
Boulevard, Culver City, California 90230, Attention: Investor Relations
Department, tel:310/751-2100. In addition, the identity of the people who, under
SEC rules, may be considered "participants in the solicitation" of Styleclick
shareholders in connection with the proposed merger, and a description of their
ownership interests in Styleclick.com Inc., is available in an SEC filing under
Schedule 14A made by USA Networks, Inc. on January 25, 2000 and available on the
SEC's website(www.sec.gov).
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STYLECLICK.COM ANNOUNCES BOARD OF DIRECTORS FOR NEW COMPANY
LOS ANGELES, May 17, 2000 - Styleclick.com Inc. (NASDAQ: IBUY), a leading
facilitator of electronic-commerce for manufacturers and retailers has announced
ten appointments to Styleclick, Inc.'s eleven member Board of Directors,
effective upon the completion of Styleclick.com's pending merger. Styleclick.com
and USAi recently announced their agreement to form a new company, Styleclick,
Inc., by merging USA Networks, Inc.'s (Nasdaq: USAI) Internet Shopping Network
(ISN) and Styleclick.com.
The new board will include: Victor Kaufman, Vice Chairman of USA Networks, Inc.;
Barry Baker, President and Chief Operating Officer of USA Networks, Inc.;
Michael Sileck, Chief Financial Officer, USA Networks, Inc.; Mark Bozek,
President and Chief Executive Officer of Home Shopping Network, Inc., a division
of USAi; Jon Miller, President and Chief Executive Officer of USA Electronic
Commerce and Services (ECS), also a division of USAi; Jon Tinker, founder and
Managing Partner of Steamer Capital, a fund focusing on public investments in
the Internet, media and telecommunications industries; Hamilton South, former
Group President and Chief Marketing Officer of Polo Ralph Lauren; Leslie
Saleson, President and Chief Operating Officer of Abbott Resource Group and a
current director of Styleclick.com; Maurizio Vecchione, co-CEO of
Styleclick.com; and Dara Khosrowshahi, President of USA Networks Interactive,
also a division of USAi.
"The newly-formed Styleclick, Inc. is set to launch with a team of directors who
have years of experience in a variety of fields including Internet, traditional
media, direct selling, marketing, finance and investment banking", said Maurizio
Vecchione, Styleclick.com's co-CEO.
"The combination of Styleclick.com's technological competencies and platforms
with ISN's merchandising, media infrastructure capabilities, created a
compelling strategic rational for this transaction," said Dara Khosrowshahi,
President, USA Networks Interactive. "I'm happy to say that working together and
planning for the future of the combined business, has confirmed our
expectations."
Stockholders are urged to read the proxy statement/prospectus relating to the
merger with ISN once it becomes available, because it contains important
information. Complimentary copies of the proxy statement/prospectus can be
obtained at the SEC Web site at www.sec.gov or by contacting Styleclick.com.
Information concerning the participants in the solicitation may be obtained from
the proxy statement/prospectus relating to the merger.
About Styleclick.com Inc.
Styleclick.com is a leading provider of comprehensive Internet-based
merchandising, sales and services including Web site design, development,
content management, real-time online merchandising, and customer acquisition.
Utilizing relationships with heavily trafficked online shopping destinations
such as America Online, Excite, iVillage, Women.com and more, Styleclick.com
facilitates unparalleled online product placement and consumer reach for its
brand and manufacturer clients. Via its proprietary product distribution
network, Styleclick.com positions its clients' merchandise directly where
consumers congregate (more)
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Styleclick.com Announces New Board Structure / Page Two
and shop online. Styleclick.com owns and operates a network of co-branded
electronic commerce sites Including: fashiontrip.com; TagRag.com;
Pingcollectionstore.com; Freestyleusa.com; Cindystore.com; Forjoseph.com and
more.
About USA Networks, Inc.
USA Networks, Inc. (NASDAQ: USAI) is a diversified media and electronic commerce
company with assets that include the following: USA Cable, comprised of USA
Network and SCI FI Channel; Studios USA; USA Films; USA Broadcasting; Home
Shopping Network; Ticketmaster; USA Electronic Commerce and Services, which
includes Precision Response Corporation, and USA Networks Interactive, which
includes the Hotel Reservations Network (NASDAQ: ROOM), a majority-owned
subsidiary of USAi,
SCIFI.COM, USAnetwork.com, studiosusa.com and the Internet Shopping Network,
whose primary services are FirstAuction.com and FirstJewelry.com. The company
also owns a controlling interest in Ticketmaster Online-CitySearch, Inc.
(NASDAQ: TMCS), the leading local network, enabling people to get the most out
of their city.
This press release contains forward-looking statements about Styleclick, Inc.
including those statements regarding the composition of its Board of Directors.
Except for historical information, the matters discussed in this press release
are forward-looking statements that are subject to certain risks and
uncertainties that could cause the actual results to differ materially from
those planned or projected.
Media inquiries please contact Bonnie Poindexter 310/751-2142, and investor
inquiries please contact Gail Laguna 310/751-2100.
