<PAGE>
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)
<PAGE>
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.
###