SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
___________________
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1 (a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. ____________)*
STYLECLICK, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
86422L 10 2
(CUSIP Number)
Joyce Freedman
Styleclick.com Inc.
3861 Sepulveda Boulevard
Culver City, California 90230
(310) 751-2100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 27, 2000
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
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* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
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, as amended, 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).
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CUSIP No. 86422L 10 2 SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Joyce Freedman
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b)
---- ----
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
----
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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NUMBER OF SHARES 7 SOLE VOTING POWER*
BENEFICIALLY OWNED BY 606,519
EACH REPORTING PERSON
WITH --------------------------------------------------------
8 SHARED VOTING POWER**
1,449,182
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9 SOLE DISPOSITIVE POWER*
606,519
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER**
1,449,182
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,055,701
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
----
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)***
25.0%
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14 TYPE OF REPORTING PERSON
IN
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* Consists of 369,292 shares held by Joyce Freedman as her separate
property and with respect to which she does not share voting or investment power
with her husband, Lee Freedman, and 237,227 shares which may be purchased by
Joyce Freedman pursuant to currently exercisable stock options. The response to
Item 3 of this statement on Schedule 13D is incorporated by reference herein.
** Consists of 1,136,955 shares held jointly by Joyce Freedman and Lee
Freedman, as to which shares they share voting and investment power, 237,227
shares which may be purchased by Joyce Freedman pursuant to currently
exercisable stock options and 75,000 shares which may be purchased by Lee
Freedman pursuant to currently exercisable stock options. The response to Item 3
of this statement on Schedule 13D is incorporated by reference herein.
*** Based on 7,912,568 shares of Class A Common Stock outstanding on July
27, 2000 (and 312,227 shares which may be purchased by Joyce Freedman or Lee
Freedman pursuant to currently exercisable stock options). The response to Item
3 of this statement on Schedule 13D is incorporated by reference herein.
Page 2
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CUSIP No. 86422L 10 2 SCHEDULE 13D
----------------------
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lee Freedman
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b)
---- ----
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
----
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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NUMBER OF SHARES 7 SOLE VOTING POWER****
BENEFICIALLY OWNED BY 214,952
EACH REPORTING PERSON
WITH --------------------------------------------------------
8 SHARED VOTING POWER*****
1,449,182
--------------------------------------------------------
9 SOLE DISPOSITIVE POWER****
214,952
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER*****
1,449,182
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,664,134
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
----
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)******
20.2%
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14 TYPE OF REPORTING PERSON
IN
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**** Consists of 139,952 shares held by Lee Freedman as his separate property
and with respect to which he does not share voting or investment power with his
wife, Joyce Freedman, and 75,000 shares which may be purchased by Lee Freedman
pursuant to currently exercisable stock options. The response to Item 3 of this
statement on Schedule 13D is incorporated by reference herein.
***** Consists of 1,136,955 shares held jointly by Joyce Freedman and Lee
Freedman, as to which shares they share voting and investment power, 237,227
shares which may be purchased by Joyce Freedman pursuant to currently
exercisable stock options and 75,000 shares which may be purchased by Lee
Freedman pursuant to currently exercisable stock options. The response to Item 3
of this statement on Schedule 13D is incorporated by reference herein.
****** Based on 7,912,568 shares of Class A Common Stock outstanding on July 27,
2000 (and 312,227 shares which may be purchased by Joyce Freedman or Lee
Freedman pursuant to currently exercisable stock options). The response to Item
3 of this statement on Schedule 13D is incorporated by reference herein.
Page 3
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Item 1 Security And Issuer
This Statement relates to Class A Common Stock, par value $.01 per share
("Class A Common Stock"), of Styleclick, Inc., a Delaware corporation
("Styleclick"), and options to purchase Class A Common Stock. Styleclick's
principal executive offices are located at 3861 Sepulveda Boulevard, Culver
City, CA 90230.
Item 2 Identity and Background
This statement is being filed jointly by Joyce Freedman and Lee Freedman,
as individuals, each referred to herein as a "Reporting Person" and collectively
as the "Reporting Persons," pursuant to the Joint Filing Agreement dated August
7, 2000, a copy of which is attached hereto as Exhibit 1.
Name/Citizenship Present Residence Address Present Principal Occupation
---------------- ----------------------------- ----------------------------
Joyce Freedman 11823 Bellagio Road Independent Investor
United States Los Angeles, California 90049
Lee Freedman 11823 Bellagio Road Independent Investor
United States Los Angeles, California 90049
During the last five years neither of the Reporting Persons has been (i)
convicted of any criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting of mandating activities subject to federal or
state securities laws or finding of any violation with respect to such laws.
Item 3 Source and Amount of Consideration
No funds or other consideration were used by Reporting Persons to purchase
any securities.
Reporting Persons file this Schedule to report their beneficial ownership
of Class A Common Stock of Styleclick, which they received in connection with
the merger of Styleclick.com Inc. with an affiliate of Styleclick, although such
Class A Common Stock owned by Reporting Persons provides them no right to
exercise any control of Styleclick and Reporting Persons have no right or
ability to exercise any control of Styleclick. Shares of Class A Common Stock of
Styleclick, of which 7,912,568 shares were outstanding on July 27, 2000, are
entitled to one vote per share. Shares of Class B Common Stock of Styleclick,
Inc., of which approximately 31,000,000 were outstanding on July 27, 2000, are
entitled to 10 votes per share and are convertible at any time at the option of
the holders into shares of Class A Common Stock.
Page 4
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Item 4 Purpose of Transaction
The response to Item 3 of this statement on Schedule 13D is incorporated by
reference herein.
Neither of the Reporting Persons has any present plans or proposals which
relate to or would result in any actions described in subparagraphs (a) through
(j) of Item 4 of Schedule 13D.
Item 5 Interest in Securities of the Issuer
(a) The responses of the Reporting Persons to Row (7) through (13) of the
cover page of this statement on Schedule 13D, including the explanations to any
asterisked items therein, are incorporated herein by reference.
(b) The responses of the Reporting Persons to Row (7) through (13) of the
cover page of this statement on Schedule 13D, including the explanations to
asterisked items, are incorporated herein by reference.
(c) Neither of the Reporting Persons has effected any transaction in the
Common Stock of Styleclick during the past 60 days, other than the transaction
herein reported.
(d) Not applicable.
(e) Not applicable.
Item 6 Contracts, Arrangements, Understanding or Relationships with respect
to Securities of the Issuer
The Reporting Persons have entered into a Stockholders Agreement, dated as
of July 27, 2000, with USA Networks, Inc., USANi Sub LLC and certain other
stockholders of Styleclick, pursuant to which each of the parties agree to vote
the shares of Styleclick Common Stock held by such party for certain nominees to
the Styleclick Board of Directors and agree to certain transfer restrictions on
the shares of Styleclick Common Stock held by such party. Neither of the
Reporting Persons have the right to vote or dispose of such shares and,
accordingly, disclaim any beneficial ownership of such shares.
To the best of each of the Reporting Person's 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 1 The Joint Filing Agreement dated August 7, 2000 among Joyce
Freedman and Lee Freedman.
Page 5
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Exhibit 2. Stockholders Agreement, dated as of July 27, 2000, among
USA Networks, Inc., USANi Sub LLC and the other stockholders
named therein.
Page 6
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SIGNATURE
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.
Date: August 7, 2000
By: /s/ Joyce Freedman
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Joyce Freedman, an individual
By: /s/ Lee Freedman
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Lee Freedman, an individual
Page 7
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