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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material under Rule 14a-12
GARDEN.COM, INC.
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(Name of Registrant as Specified In Its Charter)
Registrant
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(Name of Person(s) Filing Proxy Statement)
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.
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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(5) Total fee paid:
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[_] 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
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Notes:
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FOR MORE INFORMATION, PLEASE CONTACT: FOR IMMEDIATE RELEASE
[email protected]
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GARDEN.COM RELEASES UPDATE ON COMPANY ASSET SALE AND
POSSIBLE DELISTING FROM NASDAQ NATIONAL MARKET
Company Sets Date for its Annual Stockholders Meeting; and Releases New Details
about its Latest Technology Development Efforts
AUSTIN, Texas - (December 18, 2000) - Garden.com/TM/ (NASDAQ: GDEN), today
provided an update with regard to its consumer business asset sale, announced
November 15, 2000, reporting that the company has substantially completed its
"going out of business sale" of product inventory. While still in progress, the
company has also completed the process of compiling its consumer business asset
sale book, and has been in contact with and received bids from several third
parties interested in purchasing assets from Garden.com. In addition,
Garden.com has started to solicit bids for the sale of certain components of its
technology assets.
As contemplated in its November 15, 2000 announcement, the company reported that
additional layoffs have been conducted and completed within its consumer retail
operations division. The remaining 47 employees continue to be focused on
ensuring all customer orders are completed, returns are processed and credit
card issues are resolved.
Garden.com also today announced that Green Cheetah, Inc., its 80% subsidiary,
has developed and deployed its FastSQL software. FastSQL is a general purpose
performance enhancement system for database centric, e-business systems, with a
particular emphasis on queries and caching. The FastSQL software is designed to
permit the caching of arbitrary queries to a SQL database for all JAVA 1.2 and
JDBC 2.0 clients. Green Cheetah, Inc. has completed limited, live deployment of
its FastSQL software. In these deployment and testing environments, the FastSQL
software produced significant improvements in the performance of the underlying
application.
Additionally, Garden.com has confirmed details for its annual stockholders
meeting, set to take place at the company's corporate headquarters in Austin, TX
on January 8, 2001. Located at 3301 Steck Avenue in North Austin, the meeting
is scheduled to begin at 11:00 am CST. At the annual meeting, Garden.com
anticipates submitting a Plan of Liquidation and Dissolution for approval by its
stockholders. The Plan of Liquidation would give the company the authority to
wind down its business and to sell its assets, including both its consumer
business assets and its technology assets. If the Plan of Liquidation is
approved by stockholders at the annual meeting, Garden.com's Board of Directors
could dissolve the company at any time as it determines is advisable in
connection with the sale of the company's assets.
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Stockholders of Garden.com are urged to read the definitive proxy statement to
be filed by Garden.com in connection with the proposed Plan of Liquidation. The
proxy statement will contain important information about the Plan of Liquidation
and the annual stockholders meeting. After it is filed with the SEC, the
definitive proxy statement will be available for free, both on the SEC's web
site (www.sec.com) and from Garden.com as follows:
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Garden.com, Inc.
Corporate Secretary
3301 Steck Avenue
Austin, Texas 78757
512-532-4000
Garden.com also announced that it has received delisting notices from the Nasdaq
National Market due to its failure to maintain a minimum bid price of its Common
Stock of at least $1.00 per share and its failure to maintain a minimum market
value of public float of at least $5.0 million. These notices provide that the
Common Stock could be delisted as early as February 9, 2001, although
implementation of the proposed Plan of Liquidation may result in an earlier
delisting. Garden.com expects that it will be unable to satisfy the
requirements for continued listing of its Common Stock on the Nasdaq National
Market.
ABOUT GARDEN.COM
Founded in December of 1995, Garden.com has been a leading resource for
consumers in the $47 billion home gardening market. Through its flagship
website, garden.com, and a company branded catalog, Garden.com has provided
consumers a one-stop-shop through which they can access a wide variety of
gardening information and services, purchase gardening and garden-related
products, and interact with an online gardening community. Headquartered in
Austin, Texas, Garden.com has offices in Iowa.
FORWARD LOOKING STATEMENTS
This document contains forward-looking statements relating to, among other
things, the phased shut-down of the Company's retail business, the sale of the
Company's assets, the proposed Plan of Liquidation and other matters relating to
the Company's expectations and strategies regarding the future. Statements made
in this document that are forward-looking are based on our current expectations
and involve risks and uncertainties that could cause results to differ
materially from those expressed. Such risks and uncertainties include, but are
not limited to, the Company's ability to find qualified buyers for its consumer
business assets and its technology assets, the Company's ability to generate
sufficient cash, through the liquidation of its assets or otherwise, to satisfy
its current and future obligations, and the Company's determination of whether
to dissolve the Company if the Plan of Liquidation is approved by stockholders
and the effect of the Plan of Liquidation on the Company and its stockholders.
Garden.com may not be able to consummate the sale of its assets in time to
generate meaningful value. In addition, Garden.com may not be able to negotiate
the orderly wind down of its obligations to
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creditors. These include, without limitation, long term contractual payment and
performance obligations associated with Garden.com's e-commerce platform
building and facilities leases, business agreements with third parties, and
agreements with vendors. As a result of these and other risks, Garden.com may
not be able to generate meaningful cash, or any cash, which could be returned to
its stockholders, and the timing of any distribution is uncertain at this time.
Garden.com does not undertake any obligations to publicly update any forward-
looking statements to reflect events or circumstances after the date on which
any such statement is made or to reflect the occurrence of unanticipated events.
These and other factors and risks are set forth in the Company's filings with
the Securities and Exchange Commission, including but not limited to the
Company's report on Form 10-K for the year ended June 30, 2000 and the Company's
report on Form 10-Q for the quarter ended September 30, 2000. Copies of these
filings may be obtained by contacting the Company or the SEC.
-end-
Garden.com and Garden Escape are trademarks of Garden.com, Inc.
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