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EXHIBIT 99.3
PROXY
CYBERGOLD, INC.
SPECIAL MEETING OF STOCKHOLDERS TO BE HELD AUGUST 3, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints A. Nathaniel Goldhaber and John Steuart and
each of them, as proxies, with full power of substitution, and hereby authorizes
them to represent and vote, as designated on the reverse, all shares of common
stock of Cybergold, Inc., a Delaware corporation, held of record by the
undersigned, on June 23, 2000, at the special meeting of stockholders to be held
on Thursday, August 3, 2000, at 10 a.m., Pacific time, at Cybergold's principal
executive offices at 1330 Broadway, 12th Floor, Oakland, California, or at any
adjournment or postponement thereof, upon the matters set forth on the reverse,
all in accordance with and as more fully described in the accompanying Notice of
Special Meeting of Stockholders and Proxy Statement/Prospectus, receipt of which
is hereby acknowledged. The undersigned hereby revokes any proxy previously
given with respect to such shares.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED "FOR" THE PROPOSAL. PLEASE COMPLETE, SIGN AND DATE THIS PROXY WHERE
INDICATED AND RETURN PROMPTLY IN THE ACCOMPANYING PREPAID ENVELOPE.
(To be Signed on Reverse Side.)
The board of directors recommends a vote "FOR" the proposal.
PROPOSAL: The approval and adoption of the Agreement and Plan of
Reorganization, dated as of April 14, 2000, as amended by Amendment No. 1
thereto to dated as of June 20, 2000, by and among MyPoints.com, Inc., Mygo
Acquisition Corporation and Cybergold, Inc.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the special meeting or any adjournment or
postponement thereof.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD IN THE ENCLOSED
ENVELOPE.
SIGNATURE(S)
Date _____________________________
Note: Please sign above exactly as the shares are
issued. When shares are held by joint tenants,
both should sign. When signing as an attorney,
executor, administrator, trustee or guardian,
please give full title as such. If a corporation,
please sign in full corporate name by president or
other authorized officer. If a partnership,
please sign in partnership name by authorized
person.
