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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. ____________)*
STYLECLICK.COM INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
864221 10 6
(CUSIP Number)
Joyce Freedman
Styleclick.com Inc.
3861 Sepulveda Boulevard
Culver City, California 90230
(310) 751-2100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 24, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box [ ].
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* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject
to the liabilities of that section of the Exchange Act but shall be subject
to all other provisions of the Exchange Act (however, see the NOTES).
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CUSIP No. 864221 10 6 SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Joyce Freedman
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 7 SOLE VOTING POWER* WITH
369,292
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8 SHARED VOTING POWER**
1,315,848
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9 SOLE DISPOSITIVE POWER*
369,292
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10 SHARED DISPOSITIVE POWER**
1,315,848
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,685,140
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)***
21.3%
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14 TYPE OF REPORTING PERSON IN
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* These shares are held by Joyce Freedman as her separate property and
with respect to which she does not share voting or investment power with her
husband, Lee Freedman.
** Consists of 1,136,955 shares held jointly by Joyce Freedman and Lee
Freedman, as to which shares they share voting and investment power, 103,893
shares which may be purchased by Joyce Freedman pursuant to currently
exercisable stock options, and 75,000 shares which may be purchased by Lee
Freedman pursuant to currently exercisable stock options.
*** Based on 7,716,930 shares of Common Stock outstanding on January
25, 2000 as reported by the Company.
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CUSIP No. 864221 10 6 SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lee Freedman
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 7 SOLE VOTING POWER*
WITH 139,952
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8 SHARED VOTING POWER**
1,315,848
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9 SOLE DISPOSITIVE POWER*
139,952
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10 SHARED DISPOSITIVE POWER**
1,315,848
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,455,800
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)***
18.4%
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14 TYPE OF REPORTING PERSON
IN
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* These shares are held by Lee Freedman as his separate property and with
respect to which he does not share voting or investment power with his wife,
Joyce Freedman.
** Consists of 1,136,955 shares held jointly by Joyce Freedman and Lee
Freedman, as to which shares they share voting and investment power, 103,893
shares which may be purchased by Joyce Freedman pursuant to currently
exercisable stock options, and 75,000 shares which may be purchased by Lee
Freedman pursuant to currently exercisable stock options.
*** Based on 7,716,930 shares of Common Stock outstanding on January
25, 2000 as reported by the Company.
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ITEM 1 SECURITY AND ISSUER
This Statement relates to the common stock ("Common Stock") of
Styleclick.com Inc., a California corporation (the "Company"), and options to
purchase Common Stock. The Company's principal executive offices are located
at 3861 Sepulveda Boulevard, Culver City, CA 90230.
ITEM 2 IDENTITY AND BACKGROUND
This statement is being filed jointly by Joyce Freedman and Lee
Freedman, as individuals (each referred to herein as a "Reporting Person" and
collectively as the "Reporting Persons") pursuant to the Joint Filing
Agreement dated February 2, 2000, a copy of which is attached hereto as
Exhibit 1.
<TABLE>
<CAPTION>
NAME/CITIZENSHIP PRESENT BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION
- ---------------- ------------------------ ----------------------------
<S> <C> <C>
Joyce Freedman/ Styleclick.com Inc. Chairman of the Board and
United States 3861 Sepulveda Boulevard Co-Chief Executive Officer
Culver City, CA 90230
Lee Freedman/ Styleclick.com Inc. Executive Vice President,
United States 3861 Sepulveda Boulevard Director
Culver City, CA 90230
</TABLE>
During the last five years none of the Reporting Persons has been
(i) convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting of mandating activities subject to
federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3 SOURCE AND AMOUNT OF CONSIDERATION
No funds or other consideration were used by the Reporting Persons
to purchase any securities of the Company within the last sixty days. This
Schedule 13D is being filed because each Reporting Person has entered into a
Voting Agreement described in Item 4 below.
ITEM 4 PURPOSE OF TRANSACTION
On January 24, 2000, the Company and USA Networks, Inc. ("USA")
announced that they had entered into an Agreement and Plan of Merger (as
amended from time to time, the "Merger Agreement"), which sets forth the terms
and conditions of the proposed merger (the "Merger") of the Company and USANi
Sub LLC ("USANi"), a Delaware limited liability company and a subsidiary of
USA. Pursuant to the Merger Agreement, a wholly-owned subsidiary of a newly
organized Delaware corporation ("Newco") will merge into the Company, with
the Company surviving as a wholly owned subsidiary of Newco. Prior to the
Merger, the sole stockholder of Newco will be USANi.
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Concurrently with the execution of the Merger Agreement, and as a
condition to the parties entering into the Merger Agreement, USANi entered
into separate Voting Agreements with each of Joyce Freedman (the "Joyce
Freedman Voting Agreement") and Lee Freedman (the "Lee Freedman Voting
Agreement") with respect to all of the shares of the Company's Common Stock
now owned, whether beneficially or of record, and which may hereafter be
acquired by the Reporting Persons and any shares of Company Common Stock (the
"Shares") over which the Reporting Persons have investment power or voting
power, each within the meaning of Rule 13d-3(a) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and all options to acquire
Shares now owned or which may hereafter be acquired (the "Options"). Pursuant
to the terms of the Joyce Freedman Voting Agreement and the Lee Freedman
Voting Agreement, each Reporting Person, among other things, agrees that at
any meeting of the shareholders of the Company, however called, and in any
action by consent of the shareholders of the Company, each Reporting Person
shall vote his/her Shares or shall cause his/her Shares to be voted: (a) in
favor of the Merger, the Merger Agreement and the transactions contemplated
by the Merger Agreement (collectively, the "Proposed Transaction") and (b)
against any proposal (other than in respect of the Proposed Transaction) for
any: (i) merger, consolidation, share exchange, business combination,
recapitalization, liquidation, dissolution or similar transaction involving
the Company or any other material corporate transaction, the consummation of
which could reasonably be expected to impede, interfere with, prevent or
materially delay the Proposed Transactions; (ii) sale, lease, exchange,
transfer or other disposition of 20% or more of the assets of the Company in
a single transaction or series of transactions; or (iii) the acquisition by
any person or "group" (as defined in Section 13(d) of the Exchange Act) other
than USANi or its affiliates (herein, a "third party"), of "beneficial
ownership" of 15% or more of the Company's voting stock whether by tender
offer or exchange offer or otherwise and including a self tender offer,
merger, sale of assets or other business combination between the Company and
any person or entity or any other action or agreement that would result in a
breach of any covenant, representation or warranty or any other obligation or
agreement of the Company under the Merger Agreement or which could result in
any of the conditions to the Company's obligations under the Merger Agreement
not to be fulfilled. The Joyce Freedman Voting Agreement and the Lee Freedman
Voting Agreement each terminates upon the earlier of (i) the consummation and
the Merger, and (ii) twelve months after termination of the Merger Agreement.
A copy of each of the Joyce Freedman Voting Agreement and the Lee Freedman
Voting Agreement is attached hereto as Exhibit 2 and 3 respectively.
Except as set forth above, none of the Reporting Persons has any
present plans or proposals which relate to or would result in any actions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
(a) The responses of the Reporting Persons to Rows (7) through
(13) of cover pages 2 and 3 of this statement on Schedule 13D are
incorporated herein by reference. As of January 25, 2000, (i) Joyce Freedman
beneficially owned 1,506,247 shares of the Company's Common Stock and had the
right to acquire 103,893 shares of the Company's Common Stock pursuant to
stock options and (ii) Lee Freedman beneficially owned
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1,276,907 shares of the Company's Common Stock and had the right to acquire
75,000 shares of the Company's Common Stock pursuant to stock options.
(b) The responses of the Reporting Persons to (i) Rows (7)
through (13) of the cover pages of this statement on Schedule 13D and (ii)
Item 5(a) hereof are incorporated herein by reference. The Reporting Persons
disclaim the existence of a group within the meaning of Section 13(d)(3) of
the Exchange Act based upon the Joyce Freedman Voting Agreement, Lee Freedman
Voting Agreement or any other agreements with respect to the Common Stock of
the Company.
(c) Except as disclosed in Item 4 hereof, none of the Reporting
Persons has effected any transaction in the Common Stock of the Company
during the past 60 days.
(d) Not applicable.
(e) Upon consummation of the Merger referenced in Item 4, and
subject to certain conditions being met, Lee Freedman would
beneficially own 363,950 shares of Newco, the surviving
entity, at which point in time he would cease to be the
beneficial owner of more than five percent of the class of
securities of Newco.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The response to Item 4 hereof is incorporated herein by reference.
Except as set forth in this Schedule 13D, to the best knowledge of the
Reporting Persons, there are no other contracts, arrangements, understandings
or relationships (legal or otherwise) among the persons named in Item 2 and
between such persons and any person with respect to any securities or the
Company, including, but not limited to, transfer or voting of any of the
securities of the Company, joint ventures, loan or option arrangements, puts
or calls, guarantees of profits, division of profits or loss, or the giving
or withholding of proxies, or a pledge or contingency the occurrence of which
would give another person voting power or investment power over the
securities of the Company.
All statements made in the body of this statement concerning
the terms of the Joyce Freedman Voting Agreement and the Lee Freedman Voting
Agreement are qualified in their entirety by the actual text of such
agreements as filed herewith.
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1. The Joint Filing Agreement dated February 2, 2000 among Joyce
Freedman and Lee Freedman.
Exhibit 2. Voting and First Offer Agreement, dated as of January 24,
2000, among Joyce Freedman and USANi Sub LLC.
Exhibit 3. Voting and First Offer Agreement, dated as of January 24,
2000, among Lee Freedman and USANi Sub LLC.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is
true, complete and correct.
Date: February 3, 2000
By: /s/ Joyce Freedman
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Joyce Freedman, an individual
By: /s/ Lee Freedman
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Lee Freedman, an individual
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Exhibit 1
JOINT FILING AGREEMENT
Joint Filing Agreement, dated February 2, 2000, between Joyce Freedman
and Lee Freedman.
The undersigned hereby agree that this statement on Schedule 13-D with
respect to the beneficial ownership of shares of Common Stock of Styleclick.com
Inc. is filed jointly on behalf of each of them.
Date: February 2, 2000 By: /s/ Joyce Freedman
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Joyce Freedman, an individual
By: /s/ Lee Freedman
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Lee Freedman, an individual
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EX-2
J. Freedman Voting and First Offer Agreement
VOTING AND FIRST OFFER AGREEMENT
VOTING AND FIRST OFFER AGREEMENT, dated as of January 24, 2000 (this
"Agreement"), between Joyce Freedman (the "Principal Stockholder") and USANi
Sub LLC, a Delaware limited liability company ("Parent").
WHEREAS, Styleclick.com Inc., a California corporation (the
"Company"), and Parent propose to enter into an Agreement and Plan of Merger,
dated as of the date hereof (the "Merger Agreement"), which provides for,
among other things, the merger of the Company (the "Merger") with a wholly
owned subsidiary of a newly formed Delaware corporation ("Newco") and the
concurrent contribution by Parent to Newco of all of the outstanding limited
liability interests of Internet Shopping Network LLC, a Delaware limited
liability company ("ISN");
WHEREAS, the Principal Stockholder is the owner of one or more of
the following securities: (a) shares of common stock of the Company, no par
value ("Company Common Stock") and (b) options to acquire Company Common
Stock; and
WHEREAS, in order to induce Parent to enter into the Merger
Agreement, the Principal Stockholder has agreed to enter into this Agreement
with respect to all the shares of Company Common Stock now owned, whether
beneficially or of record, and which may hereafter be acquired by the
Principal Stockholder and any shares of Company Common Stock over which the
Principal Stockholder has investment power or voting power, each within the
meaning of Rule 13d-3(a) of the Securities Exchange Act of 1934, as amended
(the "Shares"), and all options to acquire Shares now owned and which may
hereafter be acquired (the "Options").
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:
ARTICLE 1
Section 1.1 Voting Agreement. The Principal Stockholder hereby
agrees that during the Restricted Period (as defined below) at any meeting of
the stockholders of the Company, however called, and in any action by consent
of the stockholders of the Company, the Principal Stockholder shall vote her
Shares or shall cause her Shares to be voted: (a) in favor of the Merger, the
Merger Agreement (as amended from time to time) and the transactions
contemplated by the Merger Agreement (the "Proposed Transactions") and (b)
against any proposal (other than in respect of the Proposed Transaction) for
any: (i) merger, consolidation, share exchange, business combination,
recapitalization, liquidation, dissolution or similar transaction involving
the Company or any other material corporate transaction, the
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2
consummation of which could reasonably be expected to impede, interfere with,
prevent or materially delay the Proposed Transactions; (ii) a sale, lease,
exchange, transfer or other disposition of 20% or more of the assets of the
Company in a single transaction or series of transactions; or (iii) the
acquisition by any person or "group" (as defined in Section 13(d) of the
Exchange Act) other than Parent or its affiliates (herein, a "third party"),
of "beneficial ownership" of 15% or more of the Company's voting stock
whether by tender offer or exchange offer or otherwise and including a self
tender offer, merger, sale of assets or other business combination between
the Company and any person or entity or any other action or agreement that
would result in a breach of any covenant, representation or warranty or any
other obligation or agreement of the Company under the Merger Agreement or
which could result in any of the conditions to the Company's obligations
under the Merger Agreement not being fulfilled. For purposes of this
Agreement, the term "Restricted Period" shall mean the time during which the
Merger Agreement remains in effect and for 12 months thereafter.
Section 1.2 Acknowledgment. The Principal Stockholder acknowledges
receipt and review of a copy of the Merger Agreement.
Section 1.3 Waiver of Dissenters' Rights. The Principal Stockholder
hereby irrevocably and forever waives any rights the Principal Stockholder
may have, as a result of the Merger, to demand payment for any Shares
beneficially owned by the Principal Stockholder pursuant to Section 1300 et.
seq. of California Law or to otherwise qualify as a "dissenting shareholder"
as such term is used in such sections of California Law.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES
OF THE PRINCIPAL STOCKHOLDER
The Principal Stockholder hereby represents and warrants to Parent
as follows:
Section 2.1 Authority Relative to This Agreement. The Principal
Stockholder has all necessary power and authority to execute and deliver this
Agreement, to perform her obligations hereunder and to consummate the
transactions contemplated hereby and no other proceedings on the part of the
Principal Stockholder are necessary to authorize this Agreement or to
consummate such transactions. This Agreement has been duly and validly
executed and delivered by the Principal Stockholder and, assuming the due
authorization, execution and delivery by Parent, constitutes a legal, valid
and binding obligation of the Principal Stockholder, enforceable against the
Principal Stockholder in accordance with its terms.
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Section 2.2 No Conflict. (a) The execution and delivery of this
Agreement by the Principal Stockholder do not, and the performance of this
Agreement by the Principal Stockholder will not, (i) conflict with or violate
any law, rule, regulation, order, judgment or decree applicable to the
Principal Stockholder or by which the Shares or the Options are bound or
affected or (ii) result in any breach of or constitute a default (or an event
that with notice or lapse of time or both would become a default) under, or
give to others any rights of termination, amendment, acceleration or
cancellation of, or result in the creation of a Lien (as defined below) on
any of the Shares or the Options pursuant to, any note, bond, mortgage,
indenture, contract, agreement, lease, license, permit, franchise or other
instrument or obligation to which the Principal Stockholder is a party or by
which the Principal Stockholder or the Shares or the Options are bound or
affected, except for any such conflicts, violations, breaches, defaults or
other occurrences which would not prevent or delay the performance by the
Principal Stockholder of her obligations under this Agreement.
(b) The execution and delivery of this Agreement by the
Principal Stockholder do not, and the performance of this Agreement by the
Principal Stockholder will not, require any consent, approval, authorization
or permit of, or filing with or notification to, any court or arbitrator or
any governmental body, agency or official except for applicable requirements,
if any, of the Securities Exchange Act of 1934, as amended, and except where
the failure to obtain such consents, approvals, authorizations or permits, or
to make such filings or notifications, would not prevent or delay the
performance by the Principal Stockholder of her obligations under this
Agreement.
Section 2.3 Title to the Shares. As of the date hereof, the
Principal Stockholder is the record and beneficial owner of, or has voting
power or investment power over, the Shares, and is the record and beneficial
owner of the Options, listed on Schedule 1. Such Shares and Options are all
the securities of the Company owned, either of record or beneficially, by the
Principal Stockholder or in which the Principal Stockholder has voting or
investment power and the Principal Stockholder owns no other rights or
interests exercisable for or convertible into any securities of the Company.
Except as identified on Schedule 2, all of the Shares and Options referred to
above are owned free and clear of all security interests, liens, claims,
pledges, options, rights of first refusal, agreement, limitations on the
Principal Stockholder's voting rights, charges and other encumbrances of any
nature whatsoever (collectively, "Liens") except, with respect to the
Options, the Company Option Plan and any agreements executed pursuant thereto
pursuant to which such Options were issued. The Principal Stockholder has not
appointed or granted any proxy, which appointment or grant is still
effective, with respect to the Shares.
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ARTICLE 3
COVENANTS OF THE PRINCIPAL STOCKHOLDER
Section 3.1 No Inconsistent Agreement. The Principal Stockholder
hereby covenants and agrees that she shall not enter into any agreement or
grant a proxy or power of attorney with respect to the Shares or Options
which is inconsistent with this Agreement.
Section 3.2 Transfer Restriction.
(a) The Principal Stockholder hereby covenants and agrees
that she shall not sell, give, assign, hypothecate, pledge, encumber, grant a
security interest in or otherwise dispose of, whether by operation of law or
by agreement or otherwise (each a "Transfer"), from the date hereof until the
termination of the Merger Agreement, any Shares or Options, or any right,
title or interest therein or thereto.
(b) Notwithstanding the foregoing, the Principal
Stockholder may Transfer any Shares or Options, or any right, title or
interest therein or thereto, to any trust which is established, and which
remains, solely for the benefit of the Principal Stockholder or her spouse,
siblings, children or grandchildren (a "Trust"), provided, that, prior to
such Transfer, the Trust shall execute and deliver an agreement by which it
shall become a party to and be bound by the applicable terms and provisions
of this Agreement, in form and substance reasonably satisfactory to Parent.
(c) Notwithstanding the foregoing, if Parent permits any
stockholder that is a party to an agreement containing restrictions on
transfer of the type contained herein (the "Transferring Stockholder") to
Transfer any Shares, Options or warrants to purchase Company Common Stock
(the "Warrants") after the date hereof and prior to the termination of the
Merger Agreement, which Transfer would otherwise be prohibited by such
agreement, then Parent shall permit the Principal Stockholder, upon her
request, to Transfer a number of Shares or Options equal to the product of
(i) the number of Shares, Options or Warrants Transferred by the Transferring
Stockholder divided by the number of Shares, Options or Warrants owned by the
Transferring Stockholder as of the date of such Transfer, and (ii) the number
of Shares or Options owned by the Principal Stockholder as of the date of
such Transfer, in each case, treating all Options and Warrants as Shares on
an as- converted basis (without giving effect to restrictions or limitations
on the exercise of such Options or Warrants).
Section 3.3 Right of First Offer. The Principal Stockholder hereby
covenants and agrees that, following the termination of the Merger Agreement
and during the remainder of the Restricted Period, the Principal Stockholder
shall not Transfer any Shares or Options except pursuant to the following
provisions:
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5
(a) Offering Notice. If the Principal Stockholder wishes to
Transfer (other than pursuant to the Merger) all or any portion of her Shares
or Options to any person or entity (a "Third Party Purchaser"), the Principal
Stockholder shall first offer such Shares or Options to Parent, by sending
written notice (an "Offering Notice") to Parent, which shall state (i) the
number of Shares or Options proposed to be transferred (the "Offered
Securities"); (ii) whether such sale (with respect to Shares only) will be
effected in an open market transaction that complies with Rule 144(f) of the
Securities Act of 1933 (a "Public Sale") or otherwise (a "Private Sale"),
(iii) the proposed purchase price for the Offered Securities, which price
must be in cash and, with respect to a Public Sale, may not be at a per share
price in excess of the closing price of shares of Company Common Stock on the
NASDAQ for the trading day immediately prior to the date on which the
Offering Notice is given (the "Offer Price"); and (iv) with respect to a
Private Sale, the terms and conditions of such sale, which terms and
conditions must be customary and reasonable for a transaction of such type.
Upon delivery of the Offering Notice, such offer shall be irrevocable unless
and until the rights of first offer provided for herein shall have been
waived or shall have expired;
(b) Parent Option. For a period of five days after the
giving of the Offering Notice pursuant to Section 3.3(a) (the "Option
Period"), Parent shall have the right (the "Option") but not the obligation
to purchase all (but not less than all) of the Offered Securities at a
purchase price equal to the Offer Price and, with respect to a Private Sale,
upon the terms and conditions set forth in the Offering Notice. The right of
Parent to purchase any or all of the Offered Securities under this Section
3.3(b) shall be exercisable by delivering written notice of the exercise
thereof (the "Acceptance"), prior to the expiration of the Option Period, to
the Principal Stockholder, which notice shall state the number of Offered
Securities proposed to be purchased by Parent. The failure of Parent to
respond within the Option Period shall be deemed to be a waiver of the
Option; provided that Parent may waive its rights under this Section 3.3(b)
prior to the expiration of the Option Period by giving written notice to the
Principal Stockholder (the date any such written waiver is received by the
Principal Stockholder or, if no notice is given, the last date of the Option
Period is referred to as the "Waiver Date");
(c) Closing. The closing of the purchase of Offered
Securities subscribed for by Parent under Section 3.3(b) shall be held at the
executive offices of Parent at 11:00 a.m., local time, on the later of (i)
the 10th day after the Acceptance pursuant to Section 3.3(b) and (ii) two
days following the date on which all governmental or regulatory approvals
(including the expiration of any waiting periods under the Hart-Scott-Rodino
Antitrust Improvements Act) with respect to such transaction, if any, have
been obtained or at such other time and place as the parties to the
transaction may agree. At such closing, the Principal Stockholder shall
deliver certificates representing the Offered Securities, duly endorsed for
transfer and accompanied by all requisite transfer taxes, if any, and such
Offered Securities shall be free and clear of any Liens (other than those
arising hereunder) and the Principal Stockholder shall so represent and
warrant, and shall further represent and warrant
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6
that she is the sole beneficial and record owner of such Offered Securities.
Parent shall deliver at the closing payment in full in immediately available
funds for the Offered Securities purchased. In connection with such sale the
parties to the transaction shall execute such additional documents and take
all reasonable steps as are otherwise necessary or appropriate to effectuate
such transaction; and
(d) Sale to a Third Party Purchaser. If Parent does not
elect to purchase all of the Offered Securities under Section 3.3(b), the
Principal Stockholder may sell all, but not less than all, of the Offered
Securities that Parent elected not to purchase (i) with respect to a Private
Sale to a Third Party Purchaser on terms and conditions no less favorable to
the Principal Stockholder than those set forth in the Offering Notice;
provided, however, that such sale is bona fide and not undertaken for the
purpose of avoiding the Principal Stockholder's obligations hereunder and
made pursuant to a contract entered into within 10 days after the Waiver Date
and (ii) with respect to a Public Sale, such sale is effected within five
days following the Waiver Date at the market price in effect at the time of
such sale. If such sale is not consummated within five days after the Waiver
Date with respect to a Public Sale or 45 days after the Waiver Date with
respect to a Private Sale, then the restrictions provided for herein shall
again become effective, and no transfer of such Offered Securities may be
made thereafter by the Principal Stockholder without again offering the same
to Parent in accordance with this Section 3.3.
Section 3.4 Security Interests. Within 30 days following the date of
this Agreement, the Principal Stockholder hereby agrees to release all of the
security interests she holds (either in her own name or jointly with another
party) in the assets of the Company and file appropriate documentation of
such release, in form and substance reasonably satisfactory to Parent, with
the United States Patent and Trademark Office.
Section 3.5 Stockholders Agreement. Prior to the Closing of the
Merger, the Principal Stockholder hereby agrees to execute the Stockholders
Agreement, substantially in the form attached as Exhibit A to the Merger
Agreement.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF PARENT
Section 4.1 Authority Relative to this Agreement. Parent has full
right, power and authority to enter into and perform this Agreement and this
Agreement has been duly authorized, executed and delivered by Parent and is a
valid and binding agreement of Parent and enforceable against Parent in
accordance with its terms.
<PAGE>
7
Section 4.2 No Conflict. (a) The execution and delivery of this
Agreement by Parent do not, and the performance of this Agreement by Parent
will not, conflict with or violate any law, rule, regulation, order, judgment
or decree applicable to Parent.
(b) The execution and delivery of this Agreement by Parent do not,
and the performance of this Agreement by Parent will not, require any
consent, approval, authorization or permit of, or filing with or notification
to, any court or arbitrator or any governmental body, agency or official
except for applicable requirements, if any, of the Securities Exchange Act of
1934, as amended, and except where the failure to obtain such consents,
approvals, authorizations or permits, or to make such filings or
notifications, would not prevent or delay the performance by Parent of its
obligations under this Agreement.
ARTICLE 5
MISCELLANEOUS
Section 5.1 Termination. This Agreement shall terminate upon the
earliest to occur of (i) the Closing, (ii) the 12-month anniversary following
termination of the Merger Agreement and (iii) the termination of the Merger
Agreement by Parent pursuant to Section 7.1(c) of such Agreement; provided
that the representations and warranties contained herein shall survive the
termination hereof.
Section 5.2 Specific Performance. The parties hereto agree that
irreparable damage would occur in the event that any of the provisions of
this Agreement were not performed in accordance with the terms hereof and
that the parties shall be entitled to specific performance of the terms
hereof, in addition to any other remedy at law or in equity.
Section 5.3 Definitions. Unless otherwise defined herein, all
capitalized terms shall have the definitions assigned to such terms in the
Merger Agreement.
Section 5.4 Entire Agreement. This Agreement constitutes the entire
agreement among Parent and the Principal Stockholder with respect to the
subject matter hereof and supersedes all prior agreements and understandings,
both written and oral, between the parties with respect to the subject matter
hereof.
Section 5.5 Amendment. This Agreement may not be amended except by
an instrument in writing signed by the parties hereto.
Section 5.6 Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule or
law, or public policy, all other conditions and provisions of this Agreement
shall nevertheless
<PAGE>
8
remain in full force and effect so long as the economic or legal substance of
this Agreement is not affected in any manner materially adverse to any party.
Upon such determination that any term or other provision is invalid, illegal
or incapable of being enforced, the parties hereto shall negotiate in good
faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible to the fullest extent permitted by applicable
law in a mutually acceptable manner in order that the terms of this Agreement
remain as originally contemplated.
Section 5.7 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York regardless of
the laws that might otherwise govern under applicable principles of conflicts
of law.
Section 5.8 Jurisdiction. Each party to this Agreement hereby
irrevocably agrees that any legal action or proceeding arising out of or
relating to this Agreement or any agreements or transactions contemplated
hereby shall be brought in the courts of the State of New York and hereby
expressly submits to the personal jurisdiction and venue of such courts for
the purposes thereof and expressly waives any claim of improper venue and any
claim that such courts are an inconvenient forum.
<PAGE>
9
IN WITNESS WHEREOF, Parent and the Principal Stockholder have caused
this Agreement to be duly executed as of the date first above written.
USANi SUB LLC
By: /s/ Dara Khosrowshahi
--------------------------
Name: Dara Khosrowshahi
Title: Vice President
/s/ Joyce Freedman
--------------------------
Joyce Freedman
<PAGE>
<TABLE>
<CAPTION>
Schedule 1
Number of Shares
owned beneficially Number of
or of record (1) Options owned
------------------ -------------
<S> <C>
369,292 237,227
1,136,955 (2)
</TABLE>
- -------------------------
(1) Other than Shares issuable upon exercise of Options, which are listed in
the next column.
(2) Shares owned jointly with Lee Freedman.
<PAGE>
Schedule 2
Liens
-----
None.
<PAGE>
EX-3
L. Freedman Voting and First Offer Agreement
VOTING AND FIRST OFFER AGREEMENT
VOTING AND FIRST OFFER AGREEMENT, dated as of January 24, 2000 (this
"Agreement"), between Lee Freedman (the "Principal Stockholder") and USANi Sub
LLC, a Delaware limited liability company ("Parent").
WHEREAS, Styleclick.com Inc., a California corporation (the "Company"),
and Parent propose to enter into an Agreement and Plan of Merger, dated as of
the date hereof (the "Merger Agreement"), which provides for, among other
things, the merger of the Company (the "Merger") with a wholly owned subsidiary
of a newly formed Delaware corporation ("Newco") and the concurrent contribution
by Parent to Newco of all of the outstanding limited liability interests of
Internet Shopping Network LLC, a Delaware limited liability company ("ISN");
WHEREAS, the Principal Stockholder is the owner of one or more of the
following securities: (a) shares of common stock of the Company, no par value
("Company Common Stock") and (b) options to acquire Company Common Stock; and
WHEREAS, in order to induce Parent to enter into the Merger Agreement,
the Principal Stockholder has agreed to enter into this Agreement with respect
to all the shares of Company Common Stock now owned, whether beneficially or of
record, and which may hereafter be acquired by the Principal Stockholder and any
shares of Company Common Stock over which the Principal Stockholder has
investment power or voting power, each within the meaning of Rule 13d-3(a) of
the Securities Exchange Act of 1934, as amended (the "Shares"), and all options
to acquire Shares now owned and which may hereafter be acquired (the "Options").
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:
ARTICLE 1
Section 1.1 Voting Agreement. The Principal Stockholder hereby agrees
that during the Restricted Period (as defined below) at any meeting of the
stockholders of the Company, however called, and in any action by consent of the
stockholders of the Company, the Principal Stockholder shall vote his Shares or
shall cause his Shares to be voted: (a) in favor of the Merger, the Merger
Agreement (as amended from time to time) and the transactions contemplated by
the Merger Agreement (the "Proposed Transactions") and (b) against any proposal
(other than in respect of the Proposed Transaction) for any: (i) merger,
consolidation, share exchange, business combination, recapitalization,
liquidation, dissolution or similar
<PAGE>
2
transaction involving the Company or any other material corporate transaction,
the consummation of which could reasonably be expected to impede, interfere
with, prevent or materially delay the Proposed Transactions; (ii) a sale, lease,
exchange, transfer or other disposition of 20% or more of the assets of the
Company in a single transaction or series of transactions; or (iii) the
acquisition by any person or "group" (as defined in Section 13(d) of the
Exchange Act) other than Parent or its affiliates (herein, a "third party"), of
"beneficial ownership" of 15% or more of the Company's voting stock whether by
tender offer or exchange offer or otherwise and including a self tender offer,
merger, sale of assets or other business combination between the Company and any
person or entity or any other action or agreement that would result in a breach
of any covenant, representation or warranty or any other obligation or agreement
of the Company under the Merger Agreement or which could result in any of the
conditions to the Company's obligations under the Merger Agreement not being
fulfilled. For purposes of this Agreement, the term "Restricted Period" shall
mean the time during which the Merger Agreement remains in effect and for 12
months thereafter.
Section 1.2 Acknowledgment. The Principal Stockholder acknowledges
receipt and review of a copy of the Merger Agreement.
Section 1.3 Waiver of Dissenters' Rights. The Principal Stockholder
hereby irrevocably and forever waives any rights the Principal Stockholder may
have, as a result of the Merger, to demand payment for any Shares beneficially
owned by the Principal Stockholder pursuant to Section 1300 et. seq. of
California Law or to otherwise qualify as a "dissenting shareholder" as such
term is used in such sections of California Law.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES
OF THE PRINCIPAL STOCKHOLDER
The Principal Stockholder hereby represents and warrants to Parent as
follows:
Section 2.1 Authority Relative to This Agreement. The Principal
Stockholder has all necessary power and authority to execute and deliver this
Agreement, to perform his obligations hereunder and to consummate the
transactions contemplated hereby and no other proceedings on the part of the
Principal Stockholder are necessary to authorize this Agreement or to consummate
such transactions. This Agreement has been duly and validly executed and
delivered by the Principal Stockholder and, assuming the due authorization,
execution and delivery by Parent,
<PAGE>
3
constitutes a legal, valid and binding obligation of the Principal Stockholder,
enforceable against the Principal Stockholder in accordance with its terms.
Section 2.2 No Conflict. (a) The execution and delivery of this
Agreement by the Principal Stockholder do not, and the performance of this
Agreement by the Principal Stockholder will not, (i) conflict with or violate
any law, rule, regulation, order, judgment or decree applicable to the Principal
Stockholder or by which the Shares or the Options are bound or affected or (ii)
result in any breach of or constitute a default (or an event that with notice or
lapse of time or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, or result in
the creation of a Lien (as defined below) on any of the Shares or the Options
pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease,
license, permit, franchise or other instrument or obligation to which the
Principal Stockholder is a party or by which the Principal Stockholder or the
Shares or the Options are bound or affected, except for any such conflicts,
violations, breaches, defaults or other occurrences which would not prevent or
delay the performance by the Principal Stockholder of his obligations under this
Agreement.
(b) The execution and delivery of this Agreement by the
Principal Stockholder do not, and the performance of this Agreement by the
Principal Stockholder will not, require any consent, approval, authorization or
permit of, or filing with or notification to, any court or arbitrator or any
governmental body, agency or official except for applicable requirements, if
any, of the Securities Exchange Act of 1934, as amended, and except where the
failure to obtain such consents, approvals, authorizations or permits, or to
make such filings or notifications, would not prevent or delay the performance
by the Principal Stockholder of his obligations under this Agreement.
Section 2.3 Title to the Shares. As of the date hereof, the Principal
Stockholder is the record and beneficial owner of, or has voting power or
investment power over, the Shares, and is the record and beneficial owner of the
Options, listed on Schedule 1. Such Shares and Options are all the securities of
the Company owned, either of record or beneficially, by the Principal
Stockholder or in which the Principal Stockholder has voting or investment power
and the Principal Stockholder owns no other rights or interests exercisable for
or convertible into any securities of the Company. Except as identified on
Schedule 2, all of the Shares and Options referred to above are owned free and
clear of all security interests, liens, claims, pledges, options, rights of
first refusal, agreement, limitations on the Principal Stockholder's voting
rights, charges and other encumbrances of any nature whatsoever (collectively,
"Liens") except, with respect to the Options, the Company Option Plan and any
agreements executed pursuant thereto pursuant to which such Options were issued.
The Principal Stockholder has not appointed or granted any proxy, which
appointment or grant is still effective, with respect to the Shares.
<PAGE>
4
ARTICLE 3
COVENANTS OF THE PRINCIPAL STOCKHOLDER
Section 3.1 No Inconsistent Agreement. The Principal Stockholder hereby
covenants and agrees that he shall not enter into any agreement or grant a proxy
or power of attorney with respect to the Shares or Options which is inconsistent
with this Agreement.
Section 3.2 Transfer Restriction.
(a) The Principal Stockholder hereby covenants and agrees that
he shall not sell, give, assign, hypothecate, pledge, encumber, grant a security
interest in or otherwise dispose of, whether by operation of law or by agreement
or otherwise (each a "Transfer"), from the date hereof until the termination of
the Merger Agreement, any Shares or Options, or any right, title or interest
therein or thereto.
(b) Notwithstanding the foregoing, the Principal Stockholder
may Transfer any Shares or Options, or any right, title or interest therein or
thereto, to any trust which is established, and which remains, solely for the
benefit of the Principal Stockholder or his spouse, siblings, children or
grandchildren (a "Trust"), provided, that, prior to such Transfer, the Trust
shall execute and deliver an agreement by which it shall become a party to and
be bound by the applicable terms and provisions of this Agreement, in form and
substance reasonably satisfactory to Parent.
(c) Notwithstanding the foregoing, if Parent permits any
stockholder that is a party to an agreement containing restrictions on transfer
of the type contained herein (the "Transferring Stockholder") to Transfer any
Shares, Options or warrants to purchase Company Common Stock (the "Warrants")
after the date hereof and prior to the termination of the Merger Agreement,
which Transfer would otherwise be prohibited by such agreement, then Parent
shall permit the Principal Stockholder, upon his request, to Transfer a number
of Shares or Options equal to the product of (i) the number of Shares, Options
or Warrants Transferred by the Transferring Stockholder divided by the number of
Shares, Options or Warrants owned by the Transferring Stockholder as of the date
of such Transfer, and (ii) the number of Shares or Options owned by the
Principal Stockholder as of the date of such Transfer, in each case, treating
all Options and Warrants as Shares on an as- converted basis (without giving
effect to restrictions or limitations on the exercise of such Options or
Warrants).
Section 3.3 Right of First Offer. The Principal Stockholder hereby
covenants and agrees that, following the termination of the Merger Agreement and
<PAGE>
5
during the remainder of the Restricted Period, the Principal Stockholder shall
not Transfer any Shares or Options except pursuant to the following provisions:
(a) Offering Notice. If the Principal Stockholder wishes to
Transfer (other than pursuant to the Merger) all or any portion of his Shares or
Options to any person or entity (a "Third Party Purchaser"), the Principal
Stockholder shall first offer such Shares or Options to Parent, by sending
written notice (an "Offering Notice") to Parent, which shall state (i) the
number of Shares or Options proposed to be transferred (the "Offered
Securities"); (ii) whether such sale (with respect to Shares only) will be
effected in an open market transaction that complies with Rule 144(f) of the
Securities Act of 1933 (a "Public Sale") or otherwise (a "Private Sale"), (iii)
the proposed purchase price for the Offered Securities, which price must be in
cash and, with respect to a Public Sale, may not be at a per share price in
excess of the closing price of shares of Company Common Stock on the NASDAQ for
the trading day immediately prior to the date on which the Offering Notice is
given (the "Offer Price"); and (iv) with respect to a Private Sale, the terms
and conditions of such sale, which terms and conditions must be customary and
reasonable for a transaction of such type. Upon delivery of the Offering Notice,
such offer shall be irrevocable unless and until the rights of first offer
provided for herein shall have been waived or shall have expired;
(b) Parent Option. For a period of five days after the giving
of the Offering Notice pursuant to Section 3.3(a) (the "Option Period"), Parent
shall have the right (the "Option") but not the obligation to purchase all (but
not less than all) of the Offered Securities at a purchase price equal to the
Offer Price and, with respect to a Private Sale, upon the terms and conditions
set forth in the Offering Notice. The right of Parent to purchase any or all of
the Offered Securities under this Section 3.3(b) shall be exercisable by
delivering written notice of the exercise thereof (the "Acceptance"), prior to
the expiration of the Option Period, to the Principal Stockholder, which notice
shall state the number of Offered Securities proposed to be purchased by Parent.
The failure of Parent to respond within the Option Period shall be deemed to be
a waiver of the Option; provided that Parent may waive its rights under this
Section 3.3(b) prior to the expiration of the Option Period by giving written
notice to the Principal Stockholder (the date any such written waiver is
received by the Principal Stockholder or, if no notice is given, the last date
of the Option Period is referred to as the "Waiver Date");
(c) Closing. The closing of the purchase of Offered Securities
subscribed for by Parent under Section 3.3(b) shall be held at the executive
offices of Parent at 11:00 a.m., local time, on the later of (i) the 10th day
after the Acceptance pursuant to Section 3.3(b) and (ii) two days following the
date on which all governmental or regulatory approvals (including the expiration
of any waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act)
with respect to such transaction, if any, have been obtained or at such other
time and place as the parties to
<PAGE>
6
the transaction may agree. At such closing, the Principal Stockholder shall
deliver certificates representing the Offered Securities, duly endorsed for
transfer and accompanied by all requisite transfer taxes, if any, and such
Offered Securities shall be free and clear of any Liens (other than those
arising hereunder) and the Principal Stockholder shall so represent and warrant,
and shall further represent and warrant that he is the sole beneficial and
record owner of such Offered Securities. Parent shall deliver at the closing
payment in full in immediately available funds for the Offered Securities
purchased. In connection with such sale the parties to the transaction shall
execute such additional documents and take all reasonable steps as are otherwise
necessary or appropriate to effectuate such transaction; and
(d) Sale to a Third Party Purchaser. If Parent does not elect
to purchase all of the Offered Securities under Section 3.3(b), the Principal
Stockholder may sell all, but not less than all, of the Offered Securities that
Parent elected not to purchase (i) with respect to a Private Sale to a Third
Party Purchaser on terms and conditions no less favorable to the Principal
Stockholder than those set forth in the Offering Notice; provided, however, that
such sale is bona fide and not undertaken for the purpose of avoiding the
Principal Stockholder's obligations hereunder and made pursuant to a contract
entered into within 10 days after the Waiver Date and (ii) with respect to a
Public Sale, such sale is effected within five days following the Waiver Date at
the market price in effect at the time of such sale. If such sale is not
consummated within five days after the Waiver Date with respect to a Public Sale
or 45 days after the Waiver Date with respect to a Private Sale, then the
restrictions provided for herein shall again become effective, and no transfer
of such Offered Securities may be made thereafter by the Principal Stockholder
without again offering the same to Parent in accordance with this Section 3.3.
Section 3.4 Security Interests. Within 30 days following the date of
this Agreement, the Principal Stockholder hereby agrees to release all of the
security interests he holds (either in his own name or jointly with another
party) in the assets of the Company and file appropriate documentation of such
release, in form and substance reasonably satisfactory to Parent, with the
United States Patent and Trademark Office.
Section 3.5 Stockholders Agreement. Prior to the Closing of the Merger,
the Principal Stockholder hereby agrees to execute the Stockholders Agreement,
substantially in the form attached as Exhibit A to the Merger Agreement.
<PAGE>
7
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF PARENT
Section 4.1 Authority Relative to this Agreement. Parent has full
right, power and authority to enter into and perform this Agreement and this
Agreement has been duly authorized, executed and delivered by Parent and is a
valid and binding agreement of Parent and enforceable against Parent in
accordance with its terms.
Section 4.2 No Conflict. (a) The execution and delivery of this
Agreement by Parent do not, and the performance of this Agreement by Parent will
not, conflict with or violate any law, rule, regulation, order, judgment or
decree applicable to Parent.
(b) The execution and delivery of this Agreement by Parent do
not, and the performance of this Agreement by Parent will not, require any
consent, approval, authorization or permit of, or filing with or notification
to, any court or arbitrator or any governmental body, agency or official except
for applicable requirements, if any, of the Securities Exchange Act of 1934, as
amended, and except where the failure to obtain such consents, approvals,
authorizations or permits, or to make such filings or notifications, would not
prevent or delay the performance by Parent of its obligations under this
Agreement.
ARTICLE 5
MISCELLANEOUS
Section 5.1 Termination. This Agreement shall terminate upon the
earliest to occur of (i) the Closing, (ii) the 12-month anniversary following
termination of the Merger Agreement and (iii) the termination of the Merger
Agreement by Parent pursuant to Section 7.1(c) of such Agreement; provided that
the representations and warranties contained herein shall survive the
termination hereof.
Section 5.2 Specific Performance. The parties hereto agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with the terms hereof and that the
parties shall be entitled to specific performance of the terms hereof, in
addition to any other remedy at law or in equity.
Section 5.3 Definitions. Unless otherwise defined herein, all
capitalized terms shall have the definitions assigned to such terms in the
Merger Agreement.
<PAGE>
8
Section 5.4 Entire Agreement. This Agreement constitutes the entire
agreement among Parent and the Principal Stockholder with respect to the subject
matter hereof and supersedes all prior agreements and understandings, both
written and oral, between the parties with respect to the subject matter hereof.
Section 5.5 Amendment. This Agreement may not be amended except by an
instrument in writing signed by the parties hereto.
Section 5.6 Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule or law,
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of this Agreement is not affected in any manner materially adverse to
any party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible to the fullest extent permitted by applicable law
in a mutually acceptable manner in order that the terms of this Agreement remain
as originally contemplated.
Section 5.7 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York regardless of
the laws that might otherwise govern under applicable principles of conflicts of
law.
Section 5.8 Jurisdiction. Each party to this Agreement hereby
irrevocably agrees that any legal action or proceeding arising out of or
relating to this Agreement or any agreements or transactions contemplated hereby
shall be brought in the courts of the State of New York and hereby expressly
submits to the personal jurisdiction and venue of such courts for the purposes
thereof and expressly waives any claim of improper venue and any claim that such
courts are an inconvenient forum.
<PAGE>
9
IN WITNESS WHEREOF, Parent and the Principal Stockholder have caused
this Agreement to be duly executed as of the date first above written.
USANi SUB LLC
By: /s/ Dara Khosrowshahi
--------------------------
Name: Dara Khosrowshahi
Title: Vice President
/s/ Lee Freedman
--------------------------
Lee Freedman
<PAGE>
Schedule 1
<TABLE>
<CAPTION>
Number of Shares
owned beneficially Number of
or of record (1) Options owned
------------------ -------------
<S> <C>
139,952 75,000
1,136,955 (2)
</TABLE>
- -------------------------
(1) Other than Shares issuable upon exercise of Options, which are listed
- - in the next column.
(2) Shares owned jointly with Joyce Freedman.
- -
<PAGE>
Schedule 2
Liens
-----
None.
