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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).
* * *
Styleclick.com Stockholders Approve Merger with
USA Networks' Internet Shopping Network
LOS ANGELES, July 27, 2000 - At a special meeting yesterday, stockholders of
Styleclick.com Inc. (NASDAQ: IBUY), overwhelmingly approved the company's
proposed merger with Internet Shopping Network, a division of USA Networks, Inc.
(NASDAQ: USAI).
In January, Styleclick.com Inc. and USA Networks, Inc., announced an agreement
to form a new company by merging USA's Internet Shopping Network and
Styleclick.com. The new company will be named Styleclick, Inc. and is positioned
to be one of the leading enhanced commerce services providers.
The merger will become effective upon the filing of The Agreement of Merger with
the Secretary of State of the state of California. Upon effectiveness of the
merger, the shares of Styleclick, Inc. will trade on the Nasdaq stock exchange
under the ticker symbol "IBUYD" for approximately 30 days. After the 30 days,
the shares will trade under its predecessor's former ticker symbol "IBUY."
The newly formed Styleclick, Inc. will be majority owned by USA Networks, Inc.,
a company focused on the new convergence of entertainment, information and
direct selling. Styleclick will operate as part of USA Information and Services
(USAIS), an operating unit of USA Networks, Inc. which coordinates the efforts
of USA's businesses that are engaged in various forms of interactivity.
"Utilizing the support of USA Networks and our sister companies within USA
Information and Services, the new Styleclick is able to run a highly scalable
business providing powerful commerce services for virtually every type of
business," stated Maurizio Vecchione, Styleclick.com's President and Co-CEO.
"Styleclick is really unlike any other company we have encountered. Not only is
their electronic commerce technology one step ahead of common standards, but
they understand and have the sense to realize the value of syndication models
for long-term, stable profitability. Their management and Directors appreciate
the potential of this merger - an end-to-end solution for merchandisers that is
unparalleled in its technology and experience - and we expect the combined
entity to play a significant role in the success of our clients and our USAIS
businesses," said Jon Miller, President and CEO, USAIS.
About Styleclick, Inc.
Upon effectiveness of the merger, Styleclick, Inc. will launch as a leading
enhanced commerce services provider, bringing businesses online. Leveraging a
common technology platform that is highly automated to offer scalability,
Styleclick will offer Web design & construction, strategic merchandising,
product distribution, and fulfillment & customer care. The Company will
represent businesses over 90 product categories, across more than 100,000
consumer products, aggregated from over 300 national brands. A majority-owned
subsidiary of USA Networks, Inc., Styleclick operates as part of USA Information
and Services (USAIS), which coordinates the efforts of USAi's businesses engaged
in various forms of interactivity.
About USA Networks, Inc.
USA Networks, Inc. (NASDAQ: USAI ) is focused on the new convergence of
entertainment, information and direct selling. Formed in February 1998, the
Company is organized into three distinct but interrelated units which include
the following assets: USA Entertainment's USA Network, SCI FI Channel, TRIO,
NWI, Studios USA, USA Films, USA Broadcasting and Interactive Entertainment; USA
Electronic Retailing's HSN, HSN International, HSN Interactive; and USA
Information and Services' Ticketmaster, Ticketmaster Online-Citysearch (NASDAQ:
TMCS), Match.com, Hotel Reservations Network (NASDAQ: ROOM) Electronic Commerce
and Services, Internet Shopping Network and Precision Response Corporation.
This press release contains forward-looking statements about Styleclick.com Inc.
and Styleclick, Inc. 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.
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Media inquiries please contact Bonnie Poindexter 310/751-2142, and investor
inquiries please contact Gail Laguna 310/751-2100.
