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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
[ ] Revised proxy soliciting materials-definitive
First Virtual Holdings Incorporated
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(Name of Registrant as specified in its charter)
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(Name of person(s) filing proxy statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction
applies: N/A
(2) Aggregate number of securities to which transaction applies: N/A
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was
determined) : N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: N/A
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
(1) Amount Previously Paid: N/A
(2) Form, Schedule, or Registration Statement No.: N/A
(3) Filing Party: N/A
(4) Date Filed: N/A
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FIRST VIRTUAL HOLDINGS INCORPORATED
11975 EL CAMINO REAL, SUITE 300
SAN DIEGO, CALIFORNIA 92130
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JUNE 12, 1998
To the Stockholders of First Virtual Holdings Incorporated:
On behalf of First Virtual Holdings Incorporated (the "Company"), attached
is a supplement dated June 12, 1998 (the "Supplement") to the Company's Proxy
Statement dated June 4, 1998 (the "Proxy Statement"), relating to the Company's
1998 Annual Meeting of Stockholders. As a result of developments since the time
of the mailing of the Proxy Statement, the Supplement reflects changes in the
proposal set forth in the proxy statement to approve the issuance and sale of
shares of Common Stock of the Company to SOFTBANK Holdings, Inc. and SOFTBANK
Technology Ventures IV L.P. (together, "SOFTBANK"). The changes reflect the fact
that the Company has agreed to sell an increased number of shares of Common
Stock to SOFTBANK. The other material provisions of the Proxy Statement, as well
as the date, time and place for the 1998 Annual Meeting of Stockholders, remain
unchanged.
A new proxy card is included with the Supplement. The proxy card relates to
all matters set forth in the Proxy Statement as amended by the Supplement. IF
YOU HAVE ALREADY RETURNED YOUR PROXY CARD, AND YOU WISH TO CHANGE YOUR VOTE ON
ANY PROPOSAL, YOU MUST RETURN THE ENCLOSED PROXY CARD, OR VOTE YOUR SHARES IN
PERSON AT THE ANNUAL MEETING OF STOCKHOLDERS. If you do not sign, date and
return a new proxy card or vote in person at the Annual Meeting, your shares
will be voted in the manner indicated in any proxy card previously submitted. If
you have any questions regarding the Supplement or the enclosed proxy card,
please contact Beth Mayfield, Director of Corporate Affairs, at (619) 350-3507.
The enclosed Supplement should be read in conjunction with the Proxy
Statement. Please give this information careful attention. Your prompt
cooperation will be greatly appreciated.
By Order of the Board of Directors
Lewis Silverberg
Secretary
San Diego, California
June 12, 1998
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FIRST VIRTUAL HOLDINGS INCORPORATED
11975 EL CAMINO REAL, SUITE 300
SAN DIEGO, CALIFORNIA 92130
------------------------
SUPPLEMENT
TO THE PROXY STATEMENT
DATED JUNE 4, 1998
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JUNE 12, 1998
The following information (the "Supplement") supplements the Proxy
Statement dated June 4, 1998 (the "Proxy Statement") of First Virtual Holdings
Incorporated, a Delaware corporation (the "Company"). This Supplement reflects
changes in the proposal set forth in the Proxy Statement to approve the issuance
and sale of shares of Common Stock of the Company to SOFTBANK Holdings, Inc.
("SOFTBANK Holdings") and SOFTBANK Technology Ventures IV L.P. ("SOFTBANK
Technology" and, together with SOFTBANK Holdings, "SOFTBANK"). The changes
reflect the fact that the Company has agreed to sell an increased number of
shares of Common Stock to SOFTBANK.
This Supplement should be read in conjunction with the information
contained in the Proxy Statement. This Supplement is being mailed on or about
June 12, 1998 to stockholders of record as of April 30, 1998.
AMENDMENT TO PROPOSAL 1
RATIFICATION OF SALE OF COMMON STOCK
BACKGROUND AND REASONS FOR AMENDMENT OF PROPOSAL
Pursuant to Proposal 1 of the Proxy Statement, the stockholders were asked
to consider and approve the issuance and sale of an aggregate of up to
10,000,000 shares of the Company's Common Stock, par value $0.001 (the "Shares")
pursuant to a Purchase Agreement dated April 30, 1998 (the "Original Purchase
Agreement"), by and between the Company and SOFTBANK and the issuance by the
Company of up to an additional 8,657,880 shares of Common Stock pursuant to a
Conversion Agreement, dated April 30, 1998, between the Company and SOFTBANK.
On June 10, 1998, the Company entered into a supplementary Purchase
Agreement (the "Supplementary Purchase Agreement") with SOFTBANK. The
Supplementary Purchase Agreement provides for the sale of an additional 625,000
Shares (the "Additional Shares") to SOFTBANK for an aggregate purchase price of
$750,000. The purpose of the additional sale of shares pursuant to the
Supplementary Purchase Agreement is to help ensure that the Company will
continue to meet the requirements of The Nasdaq Stock Market, Inc. for continued
listing on the Nasdaq National Market. The Nasdaq Stock Market has required that
the Company maintain a net equity position of at least $5 million. Accordingly,
this Supplement amends Proposal 1 of the Proxy Statement to include
consideration and approval of the sale and issuance of the Additional Shares.
SUPPLEMENTARY PURCHASE AGREEMENT
The Supplementary Purchase Agreement provides for the issuance and sale of
312,500 shares of Common Stock to each of SOFTBANK Holdings and SOFTBANK
Technology at a price of $1.20 per share. The aggregate purchase price of
$750,000 will be paid in cash. The issuance and sale of the Additional Shares,
if approved by the stockholders, is expected to close concurrently with the
closing of the Shares to be sold pursuant to the original Purchase Agreement.
SOFTBANK may delegate the right to purchase a portion of the Additional Shares
to one or more third parties.
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The closing of the sale of the Additional Shares is contingent on
satisfaction of several conditions, including approval by the Company's
stockholders at the Annual Meeting of the issuance and sale of the Additional
Shares, the consummation of the transactions contemplated by the Original
Purchase Agreement and the Related Agreements (as described in the Proxy
Statement) and other customary conditions to closing.
The Supplementary Purchase Agreement and the transactions contemplated
thereby may be abandoned at any time prior to the closing (a) by mutual consent
of the Company and SOFTBANK, (b) by the Company or SOFTBANK if (i) the
transactions contemplated by the Supplementary Purchase Agreement are not
consummated prior to July 15, 1998, or (ii) the stockholders of the Company fail
to approve this proposal at the Annual Meeting, or (iii) a United States federal
or state court of competent jurisdiction or United States federal or state
governmental, regulatory or administrative agency or commission shall have
issued an order, decree or ruling or taken any other action permanently
restraining, enjoining or otherwise prohibiting the transactions contemplated by
the Supplementary Purchase Agreement and such order, decree, ruling or other
action has become final and non-appealable; provided, that the party seeking to
terminate the Supplementary Purchase Agreement pursuant to the foregoing clause
(iii) has used all reasonable efforts to remove such injunction, order or
decree; and provided, in the case of a termination pursuant to the foregoing
clause (i), that the terminating party has not breached in any material respect
its obligations under the Supplementary Purchase Agreement in any manner that
shall have substantially contributed to the failure to consummate the
transactions contemplated by the Supplementary Purchase Agreement by July 15,
1998, or (c) upon termination of the Original Purchase Agreement.
The material terms of the of the Supplementary Purchase Agreement are
otherwise similar to those of the Original Purchase Agreement, as described in
the Proxy Statement. The full text of the Original Purchase Agreement is set
forth in the Annex 1 to the Proxy Statement. If you require additional copies of
the Proxy Statement, please contact Beth Mayfield, Director of Corporate
Affairs, at (619) 350-3507.
RECOMMENDATION
THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE ISSUANCE AND SALE OF
COMMON STOCK PURSUANT TO THE SUPPLEMENTARY PURCHASE AGREEMENT AND RECOMMENDS
THAT THE STOCKHOLDERS VOTE "FOR" THIS PROPOSAL, AS AMENDED.
Except as described above, there are no other changes to Proposal 1
contained on pages 2 through 8 of the Proxy Statement, or in any other proposal
contained in the Proxy Statement.
IN THE EVENT YOU HAVE SUBMITTED A PROXY AND DO NOT WISH TO CHANGE ANY VOTE
SET FORTH THEREIN, YOU NEED NOT TAKE ANY FURTHER ACTION. IT IS IMPORTANT, IF YOU
WISH TO CHANGE ANY PRIOR VOTE OR HAVE NOT YET VOTED, THAT YOU RETURN YOUR SIGNED
PROXY PROMPTLY. TO CHANGE YOUR VOTE OR TO SUBMIT YOUR VOTE FOR THE FIRST TIME,
PLEASE COMPLETE, SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY, WHETHER OR NOT
YOU PLAN TO ATTEND THE ANNUAL MEETING.
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FIRST VIRTUAL HOLDINGS INCORPORATED
1998 ANNUAL MEETING OF STOCKHOLDERS
JUNE 23, 1998
The undersigned stockholder of First Virtual Holdings Incorporated, a
Delaware corporation, hereby acknowledges receipt of the Notice of Annual
Meeting of Stockholders and Proxy Statement, each dated June 4, 1998 and hereby
appoints Lee Stein and Keith Kendrick, and each of them, proxies and
attorneys-in-fact, with full power to each of substitution, on behalf and in the
name of the undersigned, to represent the undersigned at the 1998 Annual Meeting
of Stockholders of First Virtual Holdings Incorporated to be held on June 23,
1998 at 9:00 a.m. local time, at the San Diego/Del Mar Hilton, 15575 Jimmy
Durante Blvd., Del Mar, California 92104, and at any adjournment or adjournments
thereof, and to vote all shares of Common Stock and Preferred Stock which the
undersigned would be entitled to vote if then and there personally present, on
the matters set forth below:
SEE REVERSE SIDE
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Please mark your
[x] votes as in this
example
1. To elect two Class II directors and one Class III director to serve for the
applicable remaining terms and until their successors are duly elected and
qualified.
[ ] FOR [ ] WITHHOLD
Nominees: Ronald D. Fisher
Gary E. Rieschel
Bradley A. Feld
For all nominees except those listed below:
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2. To ratify and approve the issuance, pursuant to the Purchase Agreements
dated April 30, 1998 and July 10, 1998 by and among the Company and
Softbank Technology Ventures IV L.P., a Delaware limited partnership, and
Softbank Holdings Inc., a Delaware corporation, of up to 19,282,880 shares
of the Company's Common Stock.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. To approve an amendment to the Company's Certificate of Incorporation to
eliminate the classification of the Company's Board of Directors such that
each director will stand for election annually.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
4. To ratify and approve the issuance, pursuant to Private Placement Purchase
Agreements dated October 14, 1997 by and among the Company and certain
investors and the issuance, of 1,000 shares of the Company's Series A
Preferred Stock, Warrants to purchase 850,000 shares of the Company's
Common Stock and the shares of Common Stock issuable upon conversion or
exercise thereof.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5. To amend the Company's 1995 Stock Option Plan to increase the number of
shares available for issuance thereunder by 1,000,000 shares to an
aggregate of 4,000,000 shares.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
6. To ratify the appointment of Ernst & Young LLP as independent auditors of
the Company for the fiscal year ending December 31, 1998.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
and, in their discretion, upon such other matter or matters which may properly
come before the meeting or any adjournment or adjournments thereof.
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS INDICATED,
WILL BE VOTED FOR THE AMENDMENT PROPOSALS SET FORTH ABOVE AND AS SAID PROXIES
DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
Signature(s) Dated: , 1998
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(This Proxy should be marked, dated and signed by the stockholder(s) exactly as
his or her name appears hereon, and returned promptly in the enclosed envelope.
Persons signing in a fiduciary capacity should so indicate. If shares are held
by joint tenants or as community property, both should sign.)
