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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 by contacting our proxy solicitor,
MacKenzie Partners, Inc., at (800) 322-2885 (toll-free) or (212) 929-5500 (call
collect). 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).
* * *
IMPORTANT REMINDER
July 12, 2000
Dear Styleclick.com Shareholder:
Your proxy has not yet been received for the Special Meeting of
shareholders to be held on Wednesday, July 26, 2000. No matter how many shares
you own, your vote is important.
We urge you to read the proxy statement previously mailed to you because it
contains important information. Complimentary copies of the proxy statement can
be obtained at the SEC web site at www.sec.gov by contacting our proxy
solicitor, MacKenzie Partners, Inc. at (800) 322-2885 (toll-free) or (212)
929-5500 (call collect). Information concerning the participants in the
solicitation may be obtained from the proxy statement.
As detailed in the proxy statement, we are seeking your vote to approve the
merger of Styleclick.com with USA Networks' Internet Shopping Network. The new
company will be named Styleclick, Inc.
Under the terms of the merger agreement, each share of currently
outstanding Styleclick.com common stock will be converted into the right to
receive one share of Class A common stock of the new company, Styleclick, Inc.
The Board of Directors has unanimously approved the merger agreement and
encourages you to vote your shares promptly.
We encourage you to read carefully the proxy statement and to vote FOR the
merger using the enclosed duplicate proxy form. You may also vote by telephone
or over the Internet. Simply follow the instructions included on the reverse
side of this letter.
Please vote your proxy today in order to avoid the expense of future
mailings and solicitations. Remember approval of the merger agreement requires a
majority of the outstanding shares.
If you need another copy of the Proxy Statement or have any questions,
please contact our proxy solicitor, MacKenzie Partners, Inc., at either of the
telephone numbers listed above
Sincerely,
Barry Hall
Chief Financial Officer
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INSTRUCTIONS FOR VOTING BY TELEPHONE
Using a touch-tone phone, call the 800 telephone number located in the
upper left of the enclosed proxy.
Use your 12-digit control number, which is located above Proposal 1 to
access the voting menu.
Follow the recorded instructions
INSTRUCTIONS FOR VOTING VIA THE INTERNET
Contact www.PROXYVOTE.com.
Use your 12-digit control number, which is located above Proposal 1 to
access the voting screen.
If you have any questions, or need assistance in
voting your shares, please contact our proxy
solicitor, MacKenzie Partners, Inc. at
(800) 322 - 2885 (toll-free) or
(212) 929 - 5500 (call collect).
