SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Styleclick, Inc.
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
0001109705
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(CUSIP Number)
Thomas J. Kuhn, Esq.
USA Networks, Inc.
152 West 57th Street
New York, New York 10019
(212) 314-7200
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 27, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e)(3), 13d-1(f) or 13d-1(g), check
the following box [_].
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
CUSIP No. 0001109705 13D 2 of 19
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(1) NAME OF REPORTING PERSON
HSN General Partner LLC
59-3490974
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See instructions) (a) [_]
(b) [x]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
(See instructions)
WC, OO
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(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT [_]
TO ITEMS 2(d) or 2(e)
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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(7) SOLE VOTING POWER
NUMBER OF 114,007 (see Item 3 herein)
SHARES
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY EACH None (see Item 3 herein)
REPORTING
PERSON WITH (9) SOLE DISPOSITICE POWER
114,007 (see Item 3 herein)
(10) SHARED DISPOSITIVE POWER
None (see Item 3 herein)
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
114,007
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
(See Instructions)
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
Assumes conversion of all shares of New Styleclick Class B Common Stock
beneficially owned by the Reporting Persons into shares of New Styleclick
Class A Common Stock. Because each share of New Styleclick Class B Common
Stock generally is entitled to ten votes per share and each share of New
Styleclick Class A Common Stock is entitled to one vote per share, the
Reporting Persons may be deemed to beneficially own equity securities of
New Styleclick representing approximately 97.9% of the voting power of New
Styleclick.
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CUSIP No. 0001109705 13D 3 of 19
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(1) NAME OF REPORTING PERSON
USANi Sub LLC
59-3490972
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See instructions) (a) [_]
(b) [x]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
(See instructions)
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(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT [_]
TO ITEMS 2(d) or 2(e)
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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(7) SOLE VOTING POWER
NUMBER OF 20,346,103 (see Item 3 herein)
SHARES
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY EACH 114,007 (see Item 3 herein)
REPORTING
PERSON WITH (9) SOLE DISPOSITICE POWER
20,346,103 (see Item 3 herein)
(10) SHARED DISPOSITIVE POWER
114,007 (see Item 3 herein)
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,460,110
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
(See Instructions)
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.1%
Assumes conversion of all shares of New Styleclick Class B Common Stock
beneficially owned by the Reporting Persons into shares of New Styleclick
Class A Common Stock. Because each share of New Styleclick Class B Common
Stock generally is entitled to ten votes per share and each share of New
Styleclick Class A Common Stock is entitled to one vote per share, the
Reporting Persons may be deemed to beneficially own equity securities of
New Styleclick representing approximately 97.9% of the voting power of New
Styleclick.
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(14) TYPE OF REPORTING PERSON
(See Instructions)
OO
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<PAGE>
CUSIP No. 0001109705 13D 4 of 19
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(1) NAME OF REPORTING PERSON
USANi LLC
59-3490970
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See instructions) (a) [_]
(b) [x]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
(See instructions)
WC, OO
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(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT [_]
TO ITEMS 2(d) or 2(e)
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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(7) SOLE VOTING POWER
NUMBER OF None (see Item 3 herein)
SHARES
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY EACH 20,460,110 (see Item 3 herein)
REPORTING
PERSON WITH (9) SOLE DISPOSITICE POWER
None (see Item 3 herein)
(10) SHARED DISPOSITIVE POWER
20,460,110 (see Item 3 herein)
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,460,110
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
(See Instructions)
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.1%
Assumes conversion of all shares of New Styleclick Class B Common Stock
beneficially owned by the Reporting Persons into shares of New Styleclick
Class A Common Stock. Because each share of New Styleclick Class B Common
Stock generally is entitled to ten votes per share and each share of New
Styleclick Class A Common Stock is entitled to one vote per share, the
Reporting Persons may be deemed to beneficially own equity securities of
New Styleclick representing approximately 97.9% of the voting power of New
Styleclick.
(14) TYPE OF REPORTING PERSON
(See Instructions)
OO
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<PAGE>
CUSIP No. 0001109705 13D 5 of 19
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(1) NAME OF REPORTING PERSON
Home Shopping Network, Inc.
59-2649518
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See instructions) (a) [_]
(b) [x]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
(See instructions)
WC, OO
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(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT [_]
TO ITEMS 2(d) or 2(e)
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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(7) SOLE VOTING POWER
NUMBER OF None (see Item 3 herein)
SHARES
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY EACH 20,460,110 (see Item 3 herein)
REPORTING
PERSON WITH (9) SOLE DISPOSITICE POWER
None (see Item 3 herein)
(10) SHARED DISPOSITIVE POWER
20,460,110 (see Item 3 herein)
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,460,110
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
(See Instructions)
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.1%
Assumes conversion of all shares of New Styleclick Class B Common Stock
beneficially owned by the Reporting Persons into shares of New Styleclick
Class A Common Stock. Because each share of New Styleclick Class B Common
Stock generally is entitled to ten votes per share and each share of New
Styleclick Class A Common Stock is entitled to one vote per share, the
Reporting Persons may be deemed to beneficially own equity securities of
New Styleclick representing approximately 97.9% of the voting power of New
Styleclick.
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(14) TYPE OF REPORTING PERSON
(See Instructions)
CO
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<PAGE>
CUSIP No. 0001109705 13D 6 of 19
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(1) NAME OF REPORTING PERSON
USA Networks, Inc.
59-2712887
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See instructions) (a) [_]
(b) [x]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
(See instructions)
WC, OO
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(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT [_]
TO ITEMS 2(d) or 2(e)
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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(7) SOLE VOTING POWER
NUMBER OF 15,052,124 (see Item 3 herein)
SHARES
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY EACH 20,460,110 (see Item 3 herein)
REPORTING
PERSON WITH (9) SOLE DISPOSITICE POWER
15,052,124 (see Item 3 herein)
(10) SHARED DISPOSITIVE POWER
20,460,110 (see Item 3 herein)
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,512,234
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
(See Instructions)
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
82.0%
Assumes conversion of all shares of New Styleclick Class B Common Stock
beneficially owned by the Reporting Persons into shares of New Styleclick
Class A Common Stock. Because each share of New Styleclick Class B Common
Stock generally is entitled to ten votes per share and each share of New
Styleclick Class A Common Stock is entitled to one vote per share, the
Reporting Persons may be deemed to beneficially own equity securities of
New Styleclick representing approximately 97.9% of the voting power of New
Styleclick.
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(14) TYPE OF REPORTING PERSON
(See Instructions)
CO
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<PAGE>
CUSIP No. 0001109705 13D 7 of 19
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D (this "Schedule 13D") relates to the
Class A Common Stock, par value $0.01 per share (the "New Styleclick Class A
Common Stock"), of Styleclick, Inc., a Delaware corporation ("New Styleclick"),
and the Class B Common Stock, par value $0.01 per share (the "New Styleclick
Class B Common Stock" and, collectively with the New Styleclick Class A Common
Stock, the "New Styleclick Common Stock") of New Styleclick. The New Styleclick
Class A Common Stock is entitled to one vote per share, and the New Styleclick
Class B Common Stock is entitled to ten votes per share. The New Styleclick
Class B Common Stock is convertible into one share of New Styleclick Class A
Common Stock (subject to adjustment as provided in the Certificate of
Incorporation of New Styleclick): (i) at the option of the holder thereof at any
time and (ii) upon any transfer of such share, other than any transfer to USA
Networks, Inc., a Delaware corporation ("USAi"), or any person or entity
controlling, controlled by or under common control with USAi. The address of the
principal executive office of New Styleclick is 3861 Sepulveda Blvd., Culver
City, CA 90230.
References to, and descriptions of, the Certificate of Incorporation of
New Styleclick as set forth above in this Item 1 are qualified in their entirety
by reference to the copies of the Certificate of Incorporation of New Styleclick
included as Exhibit 1 to this Schedule 13D, and is incorporated in this Item 1
in its entirety where such references and descriptions appear.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is being filed jointly by (i) HSN General Partner
LLC, a Delaware limited liability company ("HSN General Partner"), (ii) USANi
Sub LLC, a Delaware limited liability company ("USANi Sub"), (iii) USANi LLC, a
Delaware limited liability company ("USANi"), (iv) Home Shopping Network, Inc.,
a Delaware corporation ("HSN"), and (v) USAi. The entities described in clauses
(i) through (v) are affiliated companies and are collectively referred to herein
as the "USAi Parties" or the "Reporting Persons." The address of the principal
executive offices of HSN General Partner and HSN is [__________]. The address of
the principal executive offices of USANi Sub, USANi and USAi is 152 West 57th
St., New York, NY 10019. The USAi Parties are engaged in diversified media and
electronic commerce businesses.
Annex A-1 attached to this Schedule 13D contains the following
information concerning each director, executive officer and controlling person
of USAi: (i) the name and residence or business address; (ii) the principal
occupation or employment; and (iii) the name, principal business and address of
any corporation or other organization in which such employment is conducted.
Annex A-1 is incorporated herein by reference. To the knowledge of USAi, each of
the persons listed on Annex A-1 (the "Annex A-1 Persons"), except Georg Kofler
and Samuel Minzberg, is a United States citizen. Mr. Kofler is a German citizen,
and Mr. Minzberg is a Canadian citizen. During the last 5 years, neither USAi
nor any of the Annex A-1 Persons (to the knowledge of USAi) has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, neither USAi nor any of the Annex A-1 Persons (to
the knowledge of USAi) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, is or was subject to a judgment, decree or final order enjoining
final violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Annex A-2 attached to this Schedule 13D contains the following
information concerning each director, executive officer and controlling person
of HSN: (i) the name and residence or business address; (ii) the principal
occupation or employment; and (iii) the name, principal business and address of
any corporation or other organization in which such employment is conducted.
Annex A-2 is incorporated herein by reference. To the knowledge of HSN, each of
the persons listed on Annex A-2 (the "Annex A-2 Persons") is a United States
citizen. During the last 5 years, neither HSN nor any of the Annex A-2 Persons
(to the knowledge of HSN) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). During the last five years, neither
HSN nor any of the Annex A-2 Persons (to the knowledge of HSN) has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, is or was subject to a
judgment, decree or final order enjoining final violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Annex A-3 attached to this Schedule 13D contains the following
information concerning each member of the Board of Managers, executive officer
and controlling person of USANi: (i) the name and residence or business address;
(ii) the principal occupation or employment; and (iii) the name, principal
business and address of any corporation or other organization in which such
employment is conducted. Annex A-3 is incorporated herein by reference. To the
knowledge of USANi LLC, each of the persons listed on Annex A-3 (the "Annex A-3
Persons"), except Georg Kofler and Samuel Minzberg, is a United States citizen.
Mr. Kofler is
<PAGE>
CUSIP No. 0001109705 13D 8 of 19
a German citizen, and Mr. Minzberg is a Canadian citizen. During the last 5
years, neither USANi LLC nor any of the Annex A-3 Persons (to the knowledge of
USANi LLC) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). During the last five years, neither USANi
LLC nor any of the Annex A-3 Persons (to the knowledge of USANi) has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, is or was subject to a
judgment, decree or final order enjoining final violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Annex A-4 attached to this Schedule 13D contains the following
information concerning each member of the Board of Managers, executive officer
and controlling person of USANi Sub: (i) the name and residence or business
address; (ii) the principal occupation or employment; and (iii) the name,
principal business and address of any corporation or other organization in which
such employment is conducted. Annex A-4 is incorporated herein by reference. To
the knowledge of USANi Sub, each of the persons listed on Annex A-4 (the "Annex
A-4 Persons") is a United States citizen. During the last 5 years, neither USANi
Sub nor any of the Annex A-4 Persons (to the knowledge of USANi Sub) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). During the last five years, neither USANi Sub nor any of the
Annex A-4 Persons (to the knowledge of USANi Sub) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and,
as a result of such proceeding, is or was subject to a judgment, decree or final
order enjoining final violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Annex A-5 attached to this Schedule 13D contains the following
information concerning each executive officer and controlling person of HSN
General Partner: (i) the name and residence or business address; (ii) the
principal occupation or employment; and (iii) the name, principal business and
address of any corporation or other organization in which such employment is
conducted. Annex A-5 is incorporated herein by reference. The managing member of
HSN General Partner is USANi Sub. To the knowledge of HSN General Partner, each
of the persons listed on Annex A-5 (the "Annex A-5 Persons") is a United States
citizen. During the last 5 years, neither HSN General Partner nor any of the
Annex A-5 Persons (to the knowledge of HSN General Partner) has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, neither HSN General Partner nor any of the Annex A-5
Persons (to the knowledge of HSN General Partner) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and,
as a result of such proceeding, is or was subject to a judgment, decree or final
order enjoining final violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Barry Diller (the Chairman and Chief Executive Officer of USAi),
Liberty Media Corporation, Universal Studios, Inc., The Seagram Company Ltd. and
USAi are parties to a stockholders agreement (the "USAi Stockholders Agreement")
relating to USAi. Mr. Diller's business address is: c/o USAi Networks, Inc., 152
West 57th Street, New York, NY 10019. Through his own holdings and the USAi
Stockholders Agreement, Mr. Diller has the right, directly or indirectly, to
control 73.9% of the outstanding total voting power of USAi. As a result, except
with regard to certain specified matters, Mr. Diller generally has the ability
to control the outcome of all matters submitted to a vote of USAi's
stockholders. Mr. Diller disclaims beneficial ownership of any shares of New
Styleclick Common Stock beneficially owned by USAi.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
USANi Sub, Styleclick.com Inc., a California corporation ("Old
Styleclick"), and Internet Shopping Network LLC, a Delaware limited liability
company ("ISN"), entered into an Amended and Restated Agreement and Plan of
Merger, dated as of March 23, 2000 (the "Merger Agreement"). Pursuant to the
Merger Agreement, each of Old Styleclick and ISN merged with separate
wholly-owned subsidiaries of New Styleclick (the "Mergers"). The Mergers became
effective on July 27, 2000.
Pursuant to the terms of the Merger Agreement, (i) each issued and
outstanding share of Old Styleclick common stock, no par value per share ("Old
Styleclick Common Stock"), other than Old Styleclick Common Stock owned or held
by Old Styleclick, was exchanged for one share of New Styleclick Class A Common
Stock; (ii) each issued and outstanding limited liability company interest of
ISN ("ISN Units"), other than ISN Units owned or held by USANi Sub, was
exchanged for 0.601 shares of New Styleclick Class A Common Stock; and (iii)
each ISN Unit owned or held by USANi Sub was exchanged for 0.601 shares of New
Styleclick Class B Common Stock. In connection with such exchange, HSN General
Partner received 114,007 shares of New Styleclick Class A Common Stock, which
currently equals 0.4% of the outstanding New Styleclick Common Stock, and USANi
Sub received 20,346,103 shares of New Styleclick Class B Common Stock, which
currently equals 65.7% of the outstanding New Styleclick Common Stock.
In connection with the Mergers, (i) USAi contributed $40 million in
cash to New Styleclick in exchange for
<PAGE>
CUSIP No. 0001109705 13D 9 of 19
2,154,882 shares of New Styleclick Class B Common Stock, which currently equals
7.0% of the outstanding New Styleclick Common Stock, and (ii) New Styleclick and
USAi entered into a Media Commitment Agreement, dated as of July 27, 2000,
pursuant to which USAi agrees to provide $10 million worth of advertising and
promotional services to New Styleclick in exchange for 538,721 shares of New
Styleclick Class B Common Stock, which currently equals 1.7% of the outstanding
New Styleclick Common Stock.
In addition, New Styleclick entered into a Media Warrant Agreement,
dated as of July 27, 2000, with USAi, pursuant to which New Styleclick issued a
warrant (the "Media Warrant") to USAi to purchase up to 12,030,437 shares of New
Styleclick Class B Common Stock, subject to adjustment, at an exercise price per
share equal to $11.50. The number of shares of New Styleclick Class B Common
Stock subject to the Media Warrant currently equals 28.0% of the outstanding New
Styleclick Common Stock (in each case, assuming full exercise of the Media
Warrant), and such number will be adjusted upon certain events as described in
the Media Warrant Agreement. The Media Warrant is currently exercisable and may
be exercised for cash, pursuant to a cashless exercise or in exchange for
advertising and promotional services (up to a maximum of 50% of aggregate
exercise price). USAi anticipates that any funds to be paid by it upon exercise
of the Media Warrant would be provided from its working capital and the working
capital of affiliates of USAi.
On January 24, 2000, USAi entered into a Credit Agreement with Old
Styleclick, pursuant to which USAi agreed to loan funds to Old Styleclick in a
principal amount not to exceed $10 million. In consideration thereof, Old
Styleclick entered into a Bridge Loan Warrant Agreement (the "Bridge Loan
Warrant Agreement"), dated January 24, 2000, with USAi, pursuant to which Old
Styleclick issued a warrant (the "Bridge Loan Warrant") to USAi to purchase up
to 328,084 shares of Old Styleclick Common Stock, subject to adjustment, at an
exercise price per share equal to $19.05. In connection with the Mergers, the
Bridge Loan Warrant was converted into the right to purchase the same number of
shares of New Styleclick Class B Common Stock at the same per share exercise
price. The number of shares of New Styleclick Class B Common Stock subject to
the Bridge Loan Warrant currently equals 1.0% of the outstanding New Styleclick
Common Stock (in each case, assuming full exercise of the Bridge Loan Warrant),
and such number will be adjusted upon certain events as described in the Bridge
Loan Warrant Agreement. The Bridge Loan Warrant is currently exercisable and may
be exercised for cash, pursuant to a cashless exercise or in exchange for
forgiveness of indebtedness. USAi anticipates that any funds to be paid by it
upon exercise of the Bridge Loan Warrant would be provided from its working
capital and the working capital of affiliates of USAi.
References to, and descriptions of, the Merger Agreement, the Media
Commitment Agreement, the Media Warrant Agreement and the Bridge Loan Warrant
Agreement as set forth above in this Item 3 are qualified in their entirety by
reference to the copies of the Merger Agreement, the Media Commitment Agreement,
the Media Warrant Agreement and the Bridge Loan Warrant Agreement included as
Exhibits 2, 3, 4 and 5, respectively, to this Schedule 13D, and are incorporated
in this Item 3 in their entirety where such references and descriptions appear.
ITEM 4. PURPOSE OF TRANSACTION
The information set forth or incorporated by reference in Items 2 and 3
is hereby incorporated herein by reference.
Except as set forth herein, none of the USAi Parties nor, to the best
of their knowledge, any of their respective executive officers, director or
controlling persons has any plan or proposal which relates to or would result in
any of the actions specified in clause (a) through (j) of Item 4 of Schedule
13D.
Each of the USAi Parties currently holds its interest in New Styleclick
as a strategic investment. In the ordinary course of business, the USAi Parties
and New Styleclick engage in a variety of business transactions that cover a
wide range of activities relevant to the operations of both companies. The USAi
Parties expect that, in the future, additional business opportunities for the
benefit of both companies may become available, and that in the ordinary course
of business a USAi Party and New Styleclick will discuss and negotiate mutually
beneficial business transactions, which transactions could include, without
limitation, the acquisition by a USAi Party of additional New Styleclick Common
Stock.
In addition, certain USAi Parties may be deemed to indirectly
participate in the business and oversight of New Styleclick through their
representation on the New Styleclick Board of Directors. However, as directors
of New Styleclick, representations of such USAi Parties (currently five in
number), like other New Styleclick directors, participate on the New Styleclick
Board in the exercise of their fiduciary obligations to New Styleclick
stockholders. In such capacity, representatives of such USAi Parties, actively
and regularly participate, and expect to continue to so participate, in
formulating New Styleclick business strategies which may include matters
identified in paragraphs (a) through (j) of Item 4 of Schedule 13D.
<PAGE>
CUSIP No. 0001109705 13D 10 of 19
Any USAi Party may from time to time acquire additional New Styleclick
Common Stock in the market or otherwise, depending upon market, economic,
business and other conditions and factors. In reaching any conclusion as to its
future course of action, such USAi Party will take into consideration various
factors, such as New Styleclick's business and prospects, other developments
concerning New Styleclick, other business opportunities available to such USAi
Party, developments with respect to the business of such USAi Party and general
economic and stock market conditions, including, without limitation, the market
price of the New Styleclick Class A Common Stock. Each USAi Party reserves the
right, based on all relevant factors and subject to applicable law, to (i)
acquire additional shares of New Styleclick Class A Common Stock in the open
market, in privately negotiated transactions or otherwise; (ii) dispose of all
or a portion of its holdings of New Styleclick Common Stock; (iii) continue to
hold all or a part of such shares and exercise voting control over New
Styleclick; (iv) take other actions that could involve one or more of the types
of transactions or have one or more of the results described in paragraphs (a)
through (j) of Item 4 of Schedule 13D; or (v) change its intention with respect
to any or all of the matters referred to in this Item 4.
Pursuant to the terms of the Registration Rights Agreement, dated as of
July 27, 2000, among New Styleclick, USAi and USANi Sub, USAi and USANi Sub have
been granted certain registration rights with respect to the shares of New
Styleclick Class A Common Stock into which the shares of New Styleclick Class B
Common Stock held by such entity are convertible.
References to, and descriptions of, the Registration Rights Agreement
as set forth above in this Item 4 are qualified in their entirety by reference
to the copies of the Registration Rights Agreement included as Exhibit 5 to this
Schedule 13D, and are incorporated in this Item 4 in their entirety where such
references and descriptions appear.
ITEM 5. INTEREST IN SECURITIES OF STYLECLICK.
The information set forth or incorporated by reference in Items 2, 3
and 4 is hereby incorporated herein by reference.
USAi, directly and through its affiliation with USANi Sub, beneficially
holds (i) 114,007 shares of New Styleclick Class A Common Stock and 23,039,706
shares of New Styleclick Class B Common Stock, representing 74.8% of the
outstanding New Styleclick Common Stock and (ii) warrants to purchase an
aggregate of 12,358,521 shares of New Styleclick Class B Common Stock,
representing 28.5% of the outstanding New Styleclick Common Stock (in each case,
assuming full exercise of the warrants). Although the warrants held by USAi are
currently exercisable, USAi does not have any right to vote (or direct the vote
of) or dispose (or direct the disposition of) any shares of New Styleclick Class
B Common Stock that may be issued upon exercise of such warrants until such
warrants are exercised.
USANi Sub, directly and through its affiliation with HSN General
Partner, beneficially holds 114,007 shares of New Styleclick Class A Common
Stock and 20,346,103 shares of New Styleclick Class B Common Stock, representing
66.1% of the outstanding New Styleclick Common Stock.
Other than as set forth in this Schedule 13D, to the best of USAi's
knowledge as of the date hereof (i) neither USAi nor any subsidiary or affiliate
of USAi nor any of USAi, HSN, HSN General Partner, USANi or USANi Sub's
executive officers or directors, beneficially owns any shares of New Styleclick
Common Stock, and (ii) there have been no transactions in the shares of New
Styleclick Common Stock effected during the past 60 days by USAi, nor to the
best of USAi's knowledge, by any subsidiary or affiliate of USAi or any of USAi,
HSN, HSN General Partner, USANi or USANi Sub's executive officers or directors.
No other person is known by USAi to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the shares of New Styleclick Common Stock held by USAi or USANi Sub or
obtainable by USAi upon exercise of the Media Warrant or the Bridge Loan
Warrant.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF STYLECLICK.
The information set forth, or incorporated by reference, in Items 3
through 5 is hereby incorporated herein by reference.
Copies of the Certificate of Incorporation of New Styleclick, the
Merger Agreement, the Media Commitment Agreement, the Media Warrant Agreement,
the Bridge Loan Warrant Agreement and the Registration Rights Agreement are
included as Exhibits 1, 2, 3, 4 and 5, respectively, to this Schedule 13D.
<PAGE>
CUSIP No. 0001109705 13D 11 of 19
USAi, USANi Sub and New Styleclick have entered into a Stockholders
Agreement, dated as of July 27, 2000, with certain other stockholders of New
Styleclick, pursuant to which each of the parties agree to vote the shares of
New Styleclick Common Stock held by such party for certain nominees to the New
Styleclick Board of Directors and agree to certain transfer restrictions on the
shares of New Styleclick Common Stock held by such party. Neither USAi nor USANi
Sub have the right to vote or dispose of such shares and, accordingly, disclaim
any beneficial ownership of such shares.
On January 24, 2000, Old Styleclick and USANi Sub entered into waiver
agreements (collectively, the "Waiver Agreements") with certain stockholders of
Old Styleclick (the "Waiving Stockholders"), pursuant to which the Waiving
Stockholders agree to waive certain provisions of their existing agreements with
Old Styleclick and agree to certain transfer restrictions on the shares of Old
Styleclick Common Stock and warrants to purchase shares of Old Styleclick Common
Stock held by the Waiving Stockholders. Such waivers and transfer restrictions
continue to be applicable to the shares of New Styleclick Common Stock received
by the Waiving Stockholders in connection with the Mergers. USANi Sub has no
right to vote or dispose of such shares and, accordingly, disclaims any
beneficial ownership of such shares.
To the best of the USAi Parties' knowledge, except as described in this
Schedule 13D, there are at present no other contracts, arrangements,
understandings or relationships among the persons named in Item 2 above, and
between any such persons and any person, with respect to any securities of
Styleclick.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Description
1. Certificate of Incorporation of New Styleclick.
2. Amended and Restated Agreement and Plan of Merger, dated as of March 23,
2000, among Old Styleclick, ISN and USANi Sub.
3. Media Commitment Agreement, dated as of July 27, 2000, between USAi and New
Styleclick.
4. Media Warrant Agreement, dated as of July 27, 2000, between USAi and New
Styleclick.
5. Bridge Loan Warrant Agreement, dated as of January 24, 2000, between USAi
and New Styleclick.
6. Registration Rights Agreement, dated as of July 27, 2000, between USAi,
USANi Sub and New Styleclick.
7. Stockholders Agreement, dated as of July 27, 2000, among Styleclick, Inc.,
USANI Sub LLC, USA Networks, Inc., Styleclick.com Inc. and the stockholders
named therein.
SIGNATURE
<PAGE>
CUSIP No. 0001109705 13D 12 of 19
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
HSN GENERAL PARTNER, LLC
By: /s/ Thomas J. Kuhn
---------------------------------------
Name: Thomas J. Kuhn
Title: Vice President and
Assistant Secretary
USANi SUB LLC
By: /s/ Thomas J. Kuhn
---------------------------------------
Name: Thomas J. Kuhn
Title: President
USANi LLC
By: /s/ Thomas J. Kuhn
---------------------------------------
Name: Thomas J. Kuhn
Title: Senior Vice President,
General Counsel and Secretary
HOME SHOPPING NETWORK, INC.
By: /s/ Thomas J. Kuhn
---------------------------------------
Name: Thomas J. Kuhn
Title: Vice President and
Assistant Secretary
USA NETWORKS, INC.
By: /s/ Thomas J. Kuhn
---------------------------------------
Name: Thomas J. Kuhn
Title: Senior Vice President,
General Counsel and Secretary
Dated: August 7, 2000
<PAGE>
CUSIP No. 0001109705 13D 13 of 19
ANNEX A-1
Set forth below is the name, business address, principal occupation or
employment and principal business in which such employment is conducted of each
director and executive officer of USAi. The name of each person who is a
director of USAi is marked with an asterisk. Unless otherwise indicated, the
business address of each person listed below is 152 West 57th Street, New York,
NY 10019.
<TABLE>
<CAPTION>
Name and Business Address Principal Occupation or Employment Principal Business in which such
Employment is Conducted
<S> <C> <C>
Paul G. Allen* Investor Vulcan Ventures Inc.
110 110th Avenue, N.E. (Venture Capital)
Suite 550
Bellevue, Washington 98004
Edgar Bronfman, Jr.* President and Chief Executive Officer, The Seagram Company Ltd.
375 Park Avenue The Seagram Company Ltd. (Entertainment, Recreation, Spirits and
New York, NY 10152 Wine)
Anne M. Busquet* President, American Express American Express Relationship Services
200 Vesey Street Relationship Services (Service Provider to American Express
New York, NY 10285 Customers)
Barry Diller* Chairman and Chief Executive Officer, USAi
USAi
Victor A. Kaufman* Vice Chairman, USAi USAi
Donald R. Keough* Chairman of the Board, Allen & Co. Inc. Allen & Co. Inc.
711 Fifth Avenue (Investment Banking)
New York, NY 10022
Georg Kofler Chairman, H.O.T. Networks AG H.O.T. Networks AG
Prinzregentenstrasse 78
Munich, Germany 81675
Thomas J. Kuhn Senior Vice President, General Counsel USAi
and Secretary, USAi
Samuel Minzberg* President and Chief Executive Officer, Claridge Inc.
1170 Peel Claridge Inc. (Management)
Montreal, Quebec H3B-4P2
Brian Mulligan* Executive Vice President and Chief The Seagram Company Ltd.
375 Park Avenue Financial Officer, (Entertainment, Recreation, Spirits and
New York, NY 10152 The Seagram Company Ltd. Wine)
William D. Savoy* Vice President, Vulcan Ventures, Inc. Vulcan Ventures Inc.
110 110th Avenue, N.E. (Venture Capital)
Suite 550
Bellevue, Washington 98004
Gen. H. Norman Schwarzkopf* Retired
400 North Ashley Street
Suite 3050
Tampa, Florida 33602
</TABLE>
<PAGE>
CUSIP No. 0001109705 13D 14 of 19
<TABLE>
<CAPTION>
<S> <C> <C>
Michael Sileck Senior Vice President and Chief USAi
Financial Officer, USAi
Diane Von Furstenberg* Chairman, Diane Von Furstenberg Studio Diane Von Furstenberg Studio L.P.
389 West 12th Street L.P. (Fashion Design)
New York, NY 10014
</TABLE>
<PAGE>
CUSIP No. 0001109705 13D 15 of 19
ANNEX A-2
Set forth below is the name, business address, principal occupation or
employment and principal business in which such employment is conducted of each
director and executive officer of HSN. The name of each person who is a director
of HSN is marked with an asterisk. Unless otherwise indicated, the business
address of each person listed below is 152 West 57th Street, New York, NY 10019.
<TABLE>
<CAPTION>
Name and Business Address Principal Occupation or Employment Principal Business in which such
Employment is Conducted
<S> <C> <C>
Barry Diller Chairman and Chief Executive Officer, USAi
USAi
James G. Gallagher Executive Vice President and General HSN
1 HSN Drive Counsel, HSN
St. Petersburg, FL 33729
Victor A. Kaufman* Vice Chairman, USAi USAi
Thomas J. Kuhn* Senior Vice President, General Counsel USAi
and Secretary, USAi
Michael Sileck Senior Vice President and Chief USAi
Financial Officer, USAi
Jeb B. Trosper Chief Operating Officer, HSN HSN
1 HSN Drive
St. Petersburg, FL 33729
</TABLE>
<PAGE>
CUSIP No. 0001109705 13D 16 of 19
ANNEX A-3
Set forth below is the name, business address, principal occupation or
employment and principal business in which such employment is conducted of each
member of the Board of Managers and executive officer of USANi LLC. The name of
each person who is a member of the Board of Managers of USANi LLC is marked with
an asterisk. Unless otherwise indicated, the business address of each person
listed below is 152 West 57th Street, New York, NY 10019.
<TABLE>
<CAPTION>
Name and Business Address Principal Occupation or Employment Principal Business in which such
Employment is Conducted
<S> <C> <C>
Paul G. Allen* Investor Vulcan Ventures Inc.
110 110th Avenue, N.E. (Venture Capital)
Suite 550
Bellevue, Washington 98004
Robert R. Bennett* President and Chief Operating Officer, Liberty Media Corporation
9197 South Peoria Street Liberty Media Corporation
Englewood, CO 80112
Edgar Bronfman, Jr.* President and Chief Executive Officer, The Seagram Company Ltd.
375 Park Avenue The Seagram Company Ltd. (Entertainment, Recreation, Spirits and
New York, NY 10152 Wine)
Anne M. Busquet* President, American Express American Express Relationship Services
200 Vesey Street Relationship Services (Service Provider to American Express
New York, NY 10285 Customers)
Roger Clark Vice President, Investor Relations, USAi
USAi
Barry Diller* Chairman and Chief Executive Officer, USAi
USAi
James G. Gallagher Executive Vice President and General HSN
1 HSN Drive Counsel, HSN
St. Petersburg, FL 33729
H. Steven Holtzman Senior Counsel, HSN HSN
1 HSN Drive
St. Petersburg, FL 33729
Victor A. Kaufman* Vice Chairman, USAi USAi
Donald R. Keough* Chairman of the Board, Allen & Co. Inc. Allen & Co. Inc.
711 Fifth Avenue (Investment Banking)
New York, NY 10022
Georg Kofler Chairman, H.O.T. Networks AG H.O.T. Networks AG
Prinzregentenstrasse 78
Munich, Germany 81675
Dara Khosrowshahi Executive Vice President, USAi
Operations and Strategic Planning, USAi
Thomas J. Kuhn Senior Vice President, General Counsel USAi
and Secretary, USAi
Dr. John C. Malone* Chairman of the Board, Liberty Media Corporation
9197 South Peoria Street Liberty Media Corporation
Englewood, CO 80112
</TABLE>
<PAGE>
CUSIP No. 0001109705 13D 17 of 19
<TABLE>
<CAPTION>
<S> <C> <C>
Samuel Minzberg* President and Chief Executive Officer, Claridge Inc.
1170 Peel Claridge Inc. (Management)
Montreal, Quebec H3B-4P2
Brian Mulligan* Executive Vice President and Chief The Seagram Company Ltd.
375 Park Avenue Financial Officer, (Entertainment, Recreation, Spirits and
New York, NY 10152 The Seagram Company Ltd. Wine)
William D. Savoy* Vice President, Vulcan Ventures, Inc. Vulcan Ventures Inc.
110 110th Avenue, N.E. (Venture Capital)
Suite 550
Bellevue, Washington 98004
Gen. H. Norman Schwarzkopf* Retired
400 North Ashley Street
Suite 3050
Tampa, Florida 33602
Michael Sileck Senior Vice President and Chief USAi
Financial Officer, USAi
Diane Von Furstenberg* Chairman, Diane Von Furstenberg Studio Diane Von Furstenberg Studio L.P.
389 West 12th Street L.P. (Fashion Design)
New York, NY 10014
</TABLE>
<PAGE>
CUSIP No. 0001109705 13D 18 of 19
ANNEX A-4
Set forth below is the name, business address, principal occupation or
employment and principal business in which such employment is conducted of each
member of the Board of Managers and executive officer of USANi Sub. The name of
each person who is a member of the Board of Managers of USANi Sub is marked with
an asterisk. Unless otherwise indicated, the business address of each person
listed below is 152 West 57th Street, New York, NY 10019.
<TABLE>
<CAPTION>
Name and Business Address Principal Occupation or Employment Principal Business in which such
Employment is Conducted
<S> <C> <C>
James G. Gallagher* Executive Vice President and General HSN
1 HSN Drive Counsel, HSN
St. Petersburg, FL 33729
Victor A. Kaufman Vice Chairman, USAi USAi
Dara Khosrowshahi President, USAi Networks Interactive USAi Networks Interactive
Thomas J. Kuhn Senior Vice President, General Counsel USAi
and Secretary, USAi
Michael Sileck Senior Vice President and Chief USAI
Financial Officer, USAi
</TABLE>
<PAGE>
CUSIP No. 0001109705 13D 19 of 19
ANNEX A-5
Set forth below is the name, business address, principal occupation or
employment and principal business in which such employment is conducted of each
executive officer of HSN General Partner. The managing member of HSN General
Partner is USANi Sub. Unless otherwise indicated, the business address of each
person listed below is 1 HSN Drive, St. Petersburg, FL 33729.
<TABLE>
<CAPTION>
Name and Business Address Principal Occupation or Employment Principal Business in which such
Employment is Conducted
<S> <C> <C>
David Aldridge Executive Vice President and Chief HSN General Partner
Information Officer, HSN General
Partner
Deborah Applebaum Counsel (Attorney), HSN General HSN General Partner
Partner
Mark Bozek President, HSN General Partner HSN General Partner
William Concello Senior Vice President, Broadcasting, HSN LP
HSN LP
Brian Feldman Vice President and Controller (Finance),HSN General Partner
HSN General Partner
James G. Gallagher Executive Vice President and General HSN General Partner
Counsel, HSN General Partner
Paul Guyardo Executive Vice President, Marketing, HSN LP
HSN LP
Chris Halenar Vice President, Sales and Service, HSN HSN LP
LP
H. Steven Holtzman Senior Counsel (Attorney), HSN General HSN General Partner
Partner
Charles M. Hopkins Executive Vice President, Operations, HSN LP
HSN LP
Victor A. Kaufman Vice Chairman, USAi USAi
152 W. 57th St.
New York, NY 10019
Thomas J. Kuhn Senior Vice President, General Counsel USAi
152 W. 57th St. and Secretary, USAi
New York, NY 10019
Lynn Krall Tax Manager (Finance), HSN General HSN General Partner
Partner
James Lehrburger Senior Counsel (Attorney), HSN General HSN General Partner
Partner
Lisa Letizio Senior Vice President, Human Resources, HSN General Partner
HSN General Partner
Ken Morgan Director, Tax (Finance), HSN General HSN General Partner
Partner
Robert Rosenblatt Chief Operating Officer, HSN General HSN General Partner
Partner
Judy Schmeling Senior Vice President, Finance, HSN HSN General Partner
General Partner
Matthew Soyster Senior Counsel (Attorney), HSN General HSN General Partner
Partner
</TABLE>
