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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): November 4, 1999
ONSALE, INC.
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(Exact name of Registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
000-29184 77-0408319
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(Commission (IRS Employer
File Number) Identification No.)
1350 Willow Road, Suite 100, Menlo Park, CA 94025
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(Address of principal executive offices) (Zip Code)
(650) 470-2400
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
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ITEM 5: OTHER EVENTS.
Filed with this report as Exhibit 99.01 and incorporated into this report
by reference is a press release issued by the Registrant on November 4, 1999,
which states that:
. the Registrant's stockholders have approved the Registrant's proposed
merger with Egghead.com, Inc., a new amended and restated certificate of
incorporation and an amendment to the Registrant's 1995 Equity Incentive
Plan; and
. Egghead convened its shareholders meeting on November 4, 1999 and
adjourned it to November 19, 1999 in order to allow its shareholders
additional time to return their proxies, as additional Egghead
shareholder votes are needed to satisfy the requirement that the holders
of two-thirds of all shares of Egghead common stock outstanding on the
record date approve the merger.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
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99.01 Press Release issued by the Registrant on November 4, 1999.
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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.
Date: November 5, 1999 ONSALE, INC.
By: /s/ John E. Labbett
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John E. Labbett
Senior Vice President and
Chief Financial Officer
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EXHIBIT 99.01
ONSALE SHAREHOLDERS APPROVE MERGER
WITH EGGHEAD.COM
MENLO PARK, CA, November 4, 1999 - Onsale, Inc. (Nasdaq: ONSL), a leading
Internet retailer, today received the shareholder vote required to approve a
proposed merger with Egghead.com (Nasdaq: EGGS). Egghead.com convened its
shareholders meeting today, and adjourned it to November 19, 1999, in order to
allow Egghead.com shareholders additional time to return their proxies. To date,
more than 97 percent of the Egghead.com proxies returned have been in favor of
the merger, but additional shareholder votes are required to meet Egghead.com's
requirement of a two-thirds vote in favor of the merger.
Onsale shareholders also approved an amendment to Onsale's 1995 Equity Incentive
Plan.
About Onsale
Onsale (Nasdaq: ONSL) is a leading Internet retailer providing low prices and
personalized service through automation. Onsale atCost offers computer equipment
at wholesale prices directly to businesses and consumers. Onsale atAuction
offers bargains on excess merchandise and services through online auctions, such
as personal computers, consumer electronics, sports and fitness equipment, and
vacation packages. Onsale atCost and Onsale atAuction are located on the World
Wide Web at www.onsale.com.
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(c)1999 Onsale, Inc. All Rights Reserved.
Onsale is a registered trademark and Onsale atAuction and Onsale atCost are
trademarks of Onsale, Inc. All other companies and their brand names mentioned
are trademarks or registered trademarks of their respective holders.
This press release contains "forward-looking" statements, including projections
about our business, within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. For example,
statements in the future tense, and statements that we "expect", "plan",
"estimate", "anticipate" or "believe", are forward-looking statements. These
forward-looking statements are based on information available to us at the time
of the release and we assume no obligation to update any such forward-looking
statements. The statements in this release are not guarantees of future
performance and actual results could differ materially from our current
expectations as a result of numerous factors, including uncertainty regarding
the merger with Egghead. These and other risks and uncertainties associated with
our business are detailed in our registration statement on Form S-4 in
connection with the
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Egghead merger, and in our most recent Form 10-K and Form 10-Q, which are on
file with the SEC and available through www.sec.gov.
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