STYLECLICK COM INC
8-K, 2000-05-18
PREPACKAGED SOFTWARE
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                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported): May 17, 2000


                               STYLECLICK.COM INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          California                    33-31166                 95-4145930
- -------------------------------     ----------------    ------------------------
(State or other jurisdiction of        (Commission             (IRS Employer
incorporation or organization)          File Number)         Identification No.)



    3861 Sepulveda Blvd., Culver City                            90230
- ----------------------------------------                ------------------------
(Address of principal executive offices)                      (Zip Code)


Registrant's telephone number, including area code            (310) 751-2100
                                                        ------------------------

                                 Not Applicable
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

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Item 5.  Other Events

Styleclick.com  Inc.  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 Internet
Shopping   Network  and   Styleclick.com.   A  copy  of  the  press  release  of
Styleclick.com  Inc.  with  respect to the Board of  Directors  appointments  is
included herein as Exhibit 99.1.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(c)  Exhibits:

99.1 Press  Release,   dated  May  17,  2000,  announcing  ten  appointments  to
     Styelclick, Inc.'s eleven member of Board of Directors.






                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                    Styleclick.com Inc.


Date: May 18, 2000                  By:/s/ BARRY HALL
                                       -----------------------------------------
                                           Barry Hall
                                           Executive Vice President, Finance and
                                           Chief Financial Officer
<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number                           Description

99.1 Press  Release,   dated  May  17,  2000,  announcing  ten  appointments  to
     Styelclick, Inc.'s eleven member of Board of Directors.





                                  PRESS RELEASE

           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 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.

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