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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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(S) 240.14a-11(c) or (S) 240.14a-12
ONSALE, INC.
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(Name of Registrant as Specified In Its Charter)
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FOR IMMEDIATE RELEASE CONTACT:
Brian K. Fawkes John D. Hough
Onsale, Inc. Egghead.com, Inc.
(650) 470-2713 (206) 448-7631
[email protected] [email protected]
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ONSALE AND EGGHEAD SET DATE FOR SHAREHOLDERS MEETING ON MERGER
MENLO PARK, CA AND VANCOUVER, WA, September 29, 1999 - Onsale, Inc. (Nasdaq:
ONSL) and Egghead.com, Inc. (Nasdaq: EGGS) today announced that special
shareholders meetings to vote on the merger of the two companies are scheduled
for November 4, 1999. The companies announced the signing of a definitive
merger agreement on July 14, 1999.
The meeting for Onsale shareholders will take place at the company's
headquarters in Menlo Park, California. The meeting for Egghead shareholders
will take place at the Hilton Garden Inn in Portland, Oregon.
The merger will be effected by exchanging .565 shares of Onsale for each
outstanding share of Egghead.com, resulting in current Egghead.com shareholders
owning approximately 47 percent of the combined company.
Executives and directors of both companies have agreed to vote their shares in
favor of the proposed transaction. "One of Egghead.com's largest shareholders,
Vulcan Ventures, the investment organization of Paul G. Allen, is supportive of
this transaction and has agreed to vote in favor of it," said George Orban,
Egghead.com's chairman and CEO.
The combined company, to be renamed Egghead.com, will be headquartered in Menlo
Park, California, with operations there and in Vancouver, Washington.
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About Onsale
Onsale (Nasdaq: ONSL) is a leading Internet real-time retailer providing low
prices and personalized service through automation. Onsale atCost(TM) offers
computer equipment at wholesale prices directly to businesses and consumers.
Onsale atAuction(TM) 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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About Egghead.com
Egghead.com is a leading online retailer of current version and "off-price"
personal computer hardware, software, peripherals and accessories. In addition
to computer-related products, Egghead.com sells consumer electronics and other
consumer and business goods. Egghead operates virtual superstores for computer
hardware, software and off-price goods, and online auctions at www.egghead.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 within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These statements are subject to significant risks and
uncertainties that may cause results to vary from expectations. These include:
the possibility that the merger will not be completed or will be delayed, for
example by difficulties in obtaining shareholder votes; difficulties associated
with integrating the two companies after a merger, including diversion of
management time, unexpected loss of personnel or expenses; and the risk that the
expected benefits of the merger will not be obtained. These and other risks and
uncertainties are described in Onsale's registration statement on Form S-4
relating to the merger, and in Onsale's and Egghead.com's other respective
reports, on file with the SEC.
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