SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(1)
(Amendment No. 1)*
STYLECLICK.COM INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
864221 10 6
(CUSIP Number)
F. Thomas Dunlap
Vice President, General Counsel and Secretary
Intel Corporation
2200 Mission College Boulevard
Santa Clara, CA 95052
Telephone: (408) 765-8080
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 24, 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 which 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 [ ].
*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 the disclosures provided
in a prior cover page.
The information required in 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 (the "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 1 of 8 Pages
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CUSIP No. 864221 10 6 Schedule 13D Page 2 of 8
1. NAME OF REPORTING PERSON: INTEL CORPORATION
S.S. or I.R.S. IDENTIFICATION NO. OF 94-1672743
ABOVE PERSON:
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP** (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS: 00.
See Item 3.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE
7. SOLE VOTING POWER: 1,120,208
NUMBER OF See Item 4.
SHARES 8. SHARED VOTING POWER: N/A
BENEFICIALLY
OWNED BY EACH 9. SOLE DISPOSITIVE POWER: 1,120,208
REPORTING See Item 4.
PERSON WITH 10. SHARED DISPOSITIVE POWER: N/A
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 1,120,208
REPORTING PERSON:
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES** [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 13.4%
(11):
14. TYPE OF REPORTING PERSON: CO
**SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 864221 10 6 Schedule 13D Page 3 of 8
This Amendment No. 1 amends and supplements Items 1, 4, 5, 6
and 7 of the statement on Schedule 13D (the "Schedule 13D"), and
the cover page thereto, filed on April 19, 1999 by Intel
Corporation (the "Reporting Person"), with respect to its
beneficial ownership of common stock issued by ModaCAD, Inc., a
California corporation, which changed its legal name to
Styleclick.com Inc. in July 1999 (the "Issuer"). Specifically,
this Amendment No. 1 contains information relating to that
certain Voting and First Offer Agreement entered into on January
24, 1999 (the "Voting Agreement"), attached hereto as Exhibit 3,
by and among the Reporting Person, Issuer and USANi Sub LLC, a
Delaware limited liability company.
ITEM 1. Security and Issuer.
(a) Name and Address of Principal Executive Offices
of Issuer:
Styleclick.com Inc.
3861 Sepulveda Blvd.
Culver City, CA 90230
(b) Title of Class of Equity Securities:
Common Stock
ITEM 4. Purpose of the Transaction.
On November 12, 1997, the Reporting Person and Issuer
entered into a Development Agreement (the "Development
Agreement"), pursuant to which Issuer agreed to pay to
the Reporting Person a stream of future royalties. The
Reporting Person subsequently agreed to terminate the
future royalty obligations under the Development
Agreement in consideration of the Issuer granting to
the Reporting Person a certain number of shares and
warrants to purchase Common Stock of the Issuer.
Pursuant to a Stock and Warrant Purchase and Investor
Rights Agreement, dated April 7, 1999, between the
Reporting Person and the Issuer (the "Purchase
Agreement"), the Reporting Person purchased from
Issuer Four Hundred Fifty-Five Thousand Two Hundred
Eighteen (455,218) shares of Issuer's Common Stock
(the "Shares") at an agreed upon aggregate value of
Five Million Dollars ($5,000,000). In addition, the
Issuer issued to the Reporting Person three warrants
(each a "Warrant" and collectively, the "Warrants") to
purchase up to an aggregate of Five Hundred Thirty-
Eight Thousand Six Hundred Seventy-Four (538,674)
shares of Issuer's Common Stock (the "Warrant
Shares"). A copy of the Purchase Agreement was filed
as Exhibit 1 to the Schedule 13D and is incorporated
by this reference.
The first Warrant is a 5-year warrant to acquire One
Hundred Fifty-Nine Thousand Three Hundred Twenty-Six
(159,326) shares of Issuer's Common Stock at an
exercise price of Ten Dollars and Ninety-Eight Cents
($10.98) per
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CUSIP No. 864221 10 6 Schedule 13D Page 4 of 8
share. The second Warrant is a 1-year warrant to
acquire One Hundred Eighty-Nine Thousand Six Hundred
Seventy-Four (189,674) shares of Issuer's Common Stock
at an exercise price of Thirteen Dollars and Eighteen
Cents ($13.18) per share. The third Warrant is a 15-
month warrant to acquire One Hundred Eight-Nine
Thousand Six Hundred Seventy-Four (189,674) shares of
Issuer's Common Stock at an exercise price of Thirteen
Dollars and Eighteen Cents ($13.18) per share. All of
the Warrants are currently exercisable.
Prior to the transactions described in this Item 4,
above, the Reporting Person owned a currently
exercisable warrant, dated November 13, 1997, to
acquire One Hundred Twenty-Six Thousand Three Hundred
Sixteen (126,316) shares of the Issuer's Common Stock,
at an exercise price of Nineteen Dollars ($19.00) per
share (the "1997 Warrant").
On January 24, 2000, Issuer and USANi Sub LLC
("Parent"), a wholly owned subsidiary of USA Networks,
Inc., entered into an Agreement and Plan of Merger
(the "Merger Agreement"), whereby, upon obtaining
requisite shareholder approval and the satisfaction of
certain other preconditions, Issuer will become an
indirect subsidiary of Parent (the "Merger"). Upon
consummation of the Merger, the current shareholders
of Issuer's outstanding Common Stock shall receive for
each share of Issuer Common Stock the right to receive
one share of common stock issued by Newco, a newly
formed Delaware corporation and a direct subsidiary of
Parent. By virtue of the transactions contemplated by
the Merger Agreement, the current stockholders of
Issuer will own an aggregate of approximately 25% of
Newco.
Also on January 24, 2000, Issuer, Parent and the
Reporting Person executed the Voting Agreement in
support of the proposed Merger. At the time, Parent
and Issuer also entered into similar voting agreements
with certain other shareholders of the Issuer.
Reporting Person, however, expressly disclaims the
existence of any group within the meaning of Section
13(d)(3) of the Act based upon the voting agreements
executed in anticipation of the Merger or as the
result of any other agreement between Issuer and the
Reporting Person or any agreement relating to the
Common Stock of the Issuer.
Under the terms of the Voting Agreement, the Reporting
Person has committed to vote its Shares and any
Warrant Shares in favor of the Merger, the Merger
Agreement and the transactions contemplated by the
Merger Agreement and against any proposal (other than
in respect of the transactions proposed by the Merger
Agreement) for any (i) merger, consolidation, share
exchange, business combination, recapitalization,
liquidation, dissolution or similar transaction
involving the Issuer or any other material corporate
transaction, the consummation of which could
reasonably be expected to impede, interfere with,
prevent or materially delay the Merger, (ii) sale,
lease, exchange, transfer or other disposition of 20%
or more of the assets of the Issuer in a single
transaction or series of transactions, or (iii) the
acquisition by any person or
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CUSIP No. 864221 10 6 Schedule 13D Page 5 of 8
"group" (as defined in Section 13(d) of the Exchange
Act), other than Parent or its affiliates, of
beneficial ownership of 15% or more of the Issuer's
voting stock, whether by tender offer or exchange
offer or otherwise and including a self tender offer,
merger, sale of assets or other business combination
between Issuer and any third person or entity or any
action or agreement that would result in a breach of
any covenant, representation or warranty or other
obligation or agreement of Issuer under the Merger
Agreement or which could result in any of the
conditions to the Issuers' obligations under the
Merger Agreement not being fulfilled. These voting
obligations terminate upon the earlier of
(i) consummation of the Merger, and (ii) twelve months
after termination of the Merger Agreement.
In addition, under the Voting Agreement, the Reporting
Person has waived certain protective provisions
contained in the Warrants, the 1997 Warrant and the
Purchase Agreement. Those waivers shall terminate and
be of no further effect if (i) the Merger is not
consummated by July 31, 2000, (ii) the Merger
Agreement is amended in a manner that is materially
adverse to the Reporting Person, (iii) any party to
the Merger Agreement materially breaches the Merger
Agreement and such breach has a material adverse
effect on the Reporting Person, or (iv) the Merger
Agreement is terminated prior to consummation of the
Merger. The Voting Agreement also restricts the
Reporting Person's ability to sell, transfer or
otherwise dispose of its Shares, Warrants and its 1997
Warrant, or any right, title or interest therein or
thereto, until the earlier of (i) the termination of
the Voting Agreement or (ii) the termination of the
Merger Agreement, and for a period of one year
thereafter.
Except as set forth above, the Reporting Person has no
present plans or proposals which relate to or would
result in any actions described in subparagraphs (2)
through (j) of Item 4 of Schedule 13D.
ITEM 5. Interest in Securities of the Issuer.
(c) Except as disclosed in Item 4 hereof, the
Reporting Person has not effected any transaction in
the Common Stock of Issuer during the past 60 days.
(e) Upon consummation of the Merger referenced in
Item 4, and subject to certain conditions being met,
Reporting Person's Shares and Warrant Shares shall
transfer into the right to receive shares of Newco,
the surviving entity, at such time Reporting Person
will cease to be the beneficial owner of more than 5%
of any class of securities of either Issuer or Newco.
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CUSIP No. 864221 10 6 Schedule 13D Page 6 of 8
ITEM 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
The information contained in Item 4 is incorporated by
this reference.
Upon consummation of the Merger, Issuer will become an
indirect subsidiary of Parent, all of the Shares shall
convert automatically into the right to receive one
share of Newco Common Stock, and the 1997 Warrant and
Warrants shall be assumed by Newco and converted into
warrants to purchase Newco common stock upon
substantially similar terms and conditions. At such
time, the Reporting Person would no longer be a
greater than 5% beneficial owner of Issuer. And the
Reporting Person would not be a greater than 5%
beneficial owner of Newco as a result of the Merger
transactions.
ITEM 7. Material to be Filed as Exhibits.
Exhibit 3 Voting and First Offer Agreement, dated
January 24, 2000, among Intel Corporation,
USANi Sub LLC and Styleclick.com Inc.
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CUSIP No. 864221 10 6 Schedule 13D Page 7 of 8
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.
Dated as of February 3, 2000.
INTEL CORPORATION
/s/F. Thomas Dunlap, Jr.
By: ------------------------
F. Thomas Dunlap, Jr.
Vice President, General
Counsel and Secretary
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CUSIP No. 864221 10 6 Schedule 13D Page 8 of 8
EXHIBIT INDEX
Exhibit No. Document
Exhibit 3 Voting and First Offer Agreement, dated January
24, 2000, among Intel Corporation, USANi Sub LLC
and Styleclick.com Inc.
<PAGE>
EXHIBIT 3
VOTING AND FIRST OFFER AGREEMENT
Dated January 24, 2000
<PAGE>
VOTING AND FIRST OFFER AGREEMENT
VOTING AND FIRST OFFER AGREEMENT, dated as of January 24,
2000 (this "Agreement"), among Intel Corporation, a Delaware
corporation (the "Principal Stockholder"), USANi Sub LLC, a
Delaware limited liability company ("Parent") and Styleclick.com
Inc., a California corporation (the "Company").
WHEREAS, the Company and Parent propose to enter into an
Agreement and Plan of Merger, dated as of the date hereof (the
"Merger Agreement"), which provides for, among other things, the
merger of the Company (the "Merger") with a wholly owned
subsidiary of a newly formed Delaware corporation ("Newco") and
the concurrent contribution by Parent to Newco of all of the
outstanding limited liability interests of Internet Shopping
Network LLC, a Delaware limited liability company;
WHEREAS, the Principal Stockholder is (a) the owner of one
or more of the following securities: (i) shares of common stock
of the Company, no par value ("Company Common Stock") and (ii)
warrants to acquire Company Common Stock, in each case listed on
Schedule 1, and (b) party to certain agreements with the Company
identified on Schedule 2 (the "Company Agreements"); and
WHEREAS, in order to induce Parent to enter into the Merger
Agreement, the Principal Stockholder has agreed to enter into
this Agreement with respect to (a) all the shares of Company
Common Stock now owned, whether beneficially or of record, and
which may hereafter be acquired by the Principal Stockholder and
any shares of Company Common Stock over which the Principal
Stockholder has investment power or voting power, each within the
meaning of Rule 13d-3(a) of the Securities Exchange Act of 1934,
as amended (the "Shares"), and all warrants to acquire Shares now
owned and which may hereafter be acquired (the "Warrants"), and
(b) the Company Agreements to which the Principal Stockholder is
a party.
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements contained herein, and intending
to be legally bound hereby, the parties hereto hereby agree as
follows:
ARTICLE 1
Section 1.1 Voting Agreement. The Principal Stockholder
hereby agrees that during the Restricted Period (as defined
below) at any meeting of the stockholders of the Company, however
called, and in any action by consent of the stockholders of the
Company, the Principal Stockholder shall vote its Shares or shall
cause its Shares to be voted: (a) in favor of the Merger, the
Merger Agreement (as amended from time to time) and the
transactions contemplated by the Merger Agreement (the "Proposed
Transactions") and (b) against any proposal (other than in
respect of the Proposed Transaction) for any: (i) merger,
consolidation, share exchange, business combination,
recapitalization, liquidation, dissolution or similar transaction
involving the Company or any other material corporate
transaction, the consummation of which could reasonably be
expected to impede, interfere with, prevent or materially delay
the Proposed Transactions; (ii) a sale, lease, exchange, transfer
or other disposition of 20% or more of the assets of the Company
in a single transaction or series of transactions; or (iii) the
acquisition by
<PAGE>
any person or "group" (as defined in Section 13(d) of the
Exchange Act) other than Parent or its affiliates (herein, a
"third party"), of "beneficial ownership" of 15% or more of the
Company's voting stock whether by tender offer or exchange offer
or otherwise and including a self tender offer, merger, sale of
assets or other business combination between the Company and any
person or entity or any other action or agreement that would
result in a breach of any covenant, representation or warranty or
any other obligation or agreement of the Company under the Merger
Agreement or which could result in any of the conditions to the
Company's obligations under the Merger Agreement not being
fulfilled. For purposes of this Agreement, the term "Restricted
Period" shall mean the time during which the Merger Agreement
remains in effect and for 12 months thereafter.
Section 1.2 Acknowledgment. The Principal Stockholder
acknowledges receipt and review of a copy of the Merger
Agreement.
Section 1.3 Waiver of Company Agreements. Subject to the
terms and conditions hereof, the Principal Stockholder hereby
irrevocably and forever waives, and agrees to the modifications
of its rights under, the provisions of the Company Agreements
identified on Schedule 2 and as limited and qualified by Schedule
2 and Schedule 4 which are incorporated herein by reference.
Section 1.4 Waiver of Dissenters' Rights. The Principal
Stockholder hereby irrevocably and forever waives any rights the
Principal Stockholder may have, as a result of the Merger, to
demand payment for any Shares beneficially owned by the Principal
Stockholder pursuant to Section 1300 et. seq. of California Law
or to otherwise qualify as a "dissenting shareholder" as such
term is used in such sections of California Law.
Section 1.5 Termination of Waivers. Notwithstanding the
foregoing, the waivers and modifications effected in Sections 1.3
and 1.4 shall be of no further force and effect and shall be
treated as if they had never been granted if: (a) the Merger
Agreement is not executed prior to February 15, 2000; (b) the
Merger is not consummated prior to July 31, 2000; (c) the Merger
Agreement is amended in a manner materially adverse to the
Principal Stockholder; (d) any party materially breaches its
obligations under the Merger Agreement and such breach has a
material adverse effect on the Principal Stockholder; or (e) the
Merger Agreement is otherwise terminated pursuant to its terms
prior to the consummation of the Merger.
<PAGE>
ARTICLE 2
REPRESENTATIONS AND WARRANTIES
OF THE PRINCIPAL STOCKHOLDER
The Principal Stockholder hereby represents and warrants to
Parent as follows:
Section 2.1 Authority Relative to This Agreement. The
Principal Stockholder has all necessary power and authority to
execute and deliver this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated hereby
and no other proceedings on the part of the Principal Stockholder
are necessary to authorize this Agreement or to consummate such
transactions. This Agreement has been duly and validly executed
and delivered by the Principal Stockholder and, assuming the due
authorization, execution and delivery by Parent and the Company,
constitutes a legal, valid and binding obligation of the
Principal Stockholder, enforceable against the Principal
Stockholder in accordance with its terms.
Section 2.2 No Conflict. (a) The execution and delivery
of this Agreement by the Principal Stockholder do not, and the
performance of this Agreement by the Principal Stockholder will
not, (i) conflict with or violate any law, rule, regulation,
order, judgment or decree applicable to the Principal Stockholder
or by which the Shares or the Warrants are bound or affected or
(ii) result in any breach of or constitute a default (or an event
that with notice or lapse of time or both would become a default)
under, or give to others any rights of termination, amendment,
acceleration or cancellation of, or result in the creation of a
Lien (as defined below) on any of the Shares or the Warrants
pursuant to, any note, bond, mortgage, indenture, contract,
agreement, lease, license, permit, franchise or other instrument
or obligation to which the Principal Stockholder is a party or by
which the Principal Stockholder or the Shares or the Warrants are
bound or affected, except for any such conflicts, violations,
breaches, defaults or other occurrences which would not prevent
or delay the performance by the Principal Stockholder of its
obligations under this Agreement.
(b) The execution and delivery of this Agreement by the
Principal Stockholder do not, and the performance of this
Agreement by the Principal Stockholder will not, require any
consent, approval, authorization or permit of, or filing with or
notification to, any court or arbitrator or any governmental
body, agency or official except for applicable requirements, if
any, of the Securities Exchange Act of 1934, as amended, and
except where the failure to obtain such consents, approvals,
authorizations or permits, or to make such filings or
notifications, would not prevent or delay the performance by the
Principal Stockholder of its obligations under this Agreement.
Section 2.3 Title to the Shares. As of the date hereof,
the Principal Stockholder is the record and beneficial owner of,
or has voting power or investment power over, the Shares, and is
the record and beneficial owner of the Warrants, listed on
Schedule 1. Such Shares and Warrants are all the securities of
the Company owned, either of record or beneficially, by the
Principal Stockholder or in which the Principal Stockholder has
voting or investment power and the Principal Stockholder owns no
other rights or interests exercisable for or convertible into any
securities of the Company. Except as identified on Schedule 3,
all of the Shares and Warrants referred to above are owned free
and clear of all security interests, liens, claims, pledges,
options,
<PAGE>
rights of first refusal, agreement, limitations on the Principal
Stockholder's voting rights, charges and other encumbrances of
any nature whatsoever, in each case as imposed by or through the
Principal Stockholder but excluding standard margin rules
applicable to the Shares (collectively, "Liens") except, with
respect to the Warrants, the Warrant Agreements pursuant to which
such Warrants were issued. The Principal Stockholder has not
appointed or granted any proxy, which appointment or grant is
still effective, with respect to the Shares.
Section 2.4 Other Company Agreements. To the best
knowledge of Intel's management, the Principal Stockholder is
not, as of the date hereof, a party to any agreement or
arrangement with the Company containing provisions similar to
those described on Schedule 2 other than the agreements listed on
Schedule 2.
ARTICLE 3
COVENANTS OF THE PRINCIPAL STOCKHOLDER
Section 3.1 No Inconsistent Agreement. The Principal
Stockholder hereby covenants and agrees that it shall not enter
into any agreement or grant a proxy or power of attorney with
respect to the Shares or Warrants which is inconsistent with this
Agreement.
Section 3.2 Transfer Restriction.
(a) The Principal Stockholder hereby covenants and agrees
that it shall not sell, give, assign, hypothecate, pledge,
encumber, grant a security interest in or otherwise dispose of,
whether by operation of law or by agreement or otherwise (each a
"Transfer"), from the date hereof until the termination of the
Merger Agreement, any Shares or Warrants, or any right, title or
interest therein or thereto; provided, however, that,
notwithstanding the foregoing, the Principal Stockholder may
engage in ordinary course hedging transactions.
(b) Notwithstanding the foregoing, the Principal
Stockholder may Transfer any Shares or Warrants, or any right,
title or interest therein or thereto, to any of its subsidiaries
or controlled affiliates; provided that, prior to such Transfer,
any transferee thereof shall execute and deliver an agreement by
which it shall become a party to and be bound by the applicable
terms and provisions of this Agreement, in form and substance
reasonably satisfactory to Parent.
(c) Notwithstanding the foregoing, if Parent permits Joyce
Freedman, Maurizio Vecchione, Lee Freedman, Castle Creek
Partners, L.L.C., Marshall Capital Management, Inc., or Winfield
Capital Corp. (each, a "Transferring Stockholder") to Transfer
any Shares, Warrants or options to purchase Company Common Stock
(the "Options") after the date hereof and prior to the
termination of the Merger Agreement, which Transfer would
otherwise be prohibited by an agreement between such Transferring
Stockholder and Parent containing transfer restrictions similar
to the restrictions contained herein, then Parent shall permit
the Principal Stockholder, upon its request to Transfer a number
of Shares or Warrants equal to the product of (i) the number of
Shares, Warrants or Options Transferred by the Transferring
Stockholder divided by the number of Shares, Warrants or Options
owned by the Transferring Stockholder as of the date of such
Transfer, and (ii) the number of Shares or Warrants owned by the
Principal Stockholder as of the date of such Transfer, in each
case, treating all Options and Warrants as Shares on an
<PAGE>
as-converted basis (without giving effect to restrictions or
limitations on the exercise of such Options or Warrants).
Section 3.3 Right of First Offer. The Principal
Stockholder hereby covenants and agrees that following the
termination of the Merger Agreement and during the remainder of
the Restricted Period, it shall not Transfer any Shares or
Warrants except pursuant to the following provisions:
(a) Offering Notice. If the Principal Stockholder wishes
to Transfer (other than pursuant to the Merger) all or any
portion of its Shares or Warrants to any person or entity (a
"Third Party Purchaser"), the Principal Stockholder shall first
offer such Shares or Warrants to Parent, by sending written
notice (an "Offering Notice") to Parent, which shall state (i)
the number of Shares or Warrants proposed to be transferred (the
"Offered Securities"); (ii) whether such sale (with respect to
Shares only) will be effected in an open market transaction that
complies with Rule 144(f) of the Securities Act of 1933 (a
"Public Sale") or otherwise (a "Private Sale") and (iii) the
proposed purchase price for the Offered Securities (the "Offer
Price") which, with respect to a Public Sale, may not be at a per
share price in excess of the closing price of shares of Company
Common Stock on the NASDAQ for the trading day immediately prior
to the date on which the Offering Notice is given. Upon delivery
of the Offering Notice, such offer shall be irrevocable unless
and until the rights of first offer provided for herein shall
have been waived or shall have expired;
(b) Parent Option. For a period of three business days
after the giving of the Offering Notice pursuant to Section
3.3(a) (the "Option Period"), Parent shall have the right (the
"Option") but not the obligation to purchase all (but not less
than all) of the Offered Securities at a purchase price equal to
the Offer Price. If the consideration to be paid pursuant to
such Private Sale is not in the form of cash, Parent may, at its
election, exercise the Option by paying cash in the amount equal
to the fair market value of the consideration to be paid to the
Principal Stockholder. The parties, each acting through one or
more senior officers of the rank of Vice President or higher as
its representative, shall negotiate in good faith and alone
(except for one assistant for each party) to determine such fair
market value. If no agreement can be reached by such senior
managers, then such fair market value shall be determined by a
neutral arbitrator under the Commercial Arbitration Rules of the
American Arbitration Association. No sale may be made until a
determination as to such fair value is reached, and such
determination shall be made within 30 days of the Offering
Notice. The right of Parent to purchase any or all of the
Offered Securities under this Section 3.3(b) shall be exercisable
by delivering written notice of the exercise thereof (the
"Acceptance"), prior to the expiration of the Option Period, to
the Principal Stockholder, which notice shall state the number of
Offered Securities proposed to be purchased by Parent. The
failure of Parent to respond within the Option Period shall be
deemed to be a waiver of the Option; provided that Parent may
waive its rights under this Section 3.3(b) prior to the
expiration of the Option Period by giving written notice to the
Principal Stockholder (the date any such written waiver is
received by the Principal Stockholder or, if no written waiver is
given, the last date of the Option Period is referred to as the
"Waiver Date");
(c) Closing. The closing of the purchase of Offered
Securities subscribed for by Parent under Section 3.3(b) shall be
held at the executive offices of Parent at 11:00 a.m., local
time, on the later of (i) the 10th day after the Acceptance
pursuant to Section 3.3(b) and (ii) two
<PAGE>
days following the date on which all governmental or regulatory
approvals (including the expiration of any waiting periods under
the Hart-Scott-Rodino Antitrust Improvements Act) with respect to
such transaction, if any, have been obtained or at such other
time and place as the parties to the transaction may agree. At
such closing, the Principal Stockholder shall deliver
certificates representing the Offered Securities, duly endorsed
for transfer and accompanied by all requisite transfer taxes, if
any, and such Offered Securities shall be free and clear of any
Liens (other than those arising hereunder) and the Principal
Stockholder shall so represent and warrant, and shall further
represent and warrant that it is the sole beneficial and record
owner of such Offered Securities. Parent shall deliver at the
closing payment in full in immediately available funds for the
Offered Securities purchased. In connection with such sale the
parties to the transaction shall execute such additional
documents and take all reasonable steps as are otherwise
necessary or appropriate to effectuate such transaction; and
(d) Sale to a Third Party Purchaser. If Parent does not
elect to purchase all of the Offered Securities under Section
3.3(b), the Principal Stockholder may sell all, but not less than
all, of the Offered Securities that Parent elected not to
purchase (i) with respect to a Private Sale to a Third Party
Purchaser on terms and conditions no less favorable to the
Principal Stockholder than those set forth in the Offering
Notice; provided, however, that such sale is bona fide and not
undertaken for the purpose of avoiding the Principal
Stockholder's obligations hereunder and made pursuant to a
contract entered into within 10 days after the Waiver Date and
(ii) with respect to a Public Sale, such sale is effected within
five days following the Waiver Date at the market price in effect
at the time of such sale. If such sale is not consummated within
five days after the Waiver Date with respect to a Public Sale or
45 days after the Waiver Date with respect to a Private Sale,
then the restrictions pro-vided for herein shall again become
effective, and no transfer of such Offered Securities may be made
there-after by the Principal Stockholder without again offering
the same to Parent in accordance with this Section 3.3.
(e) Notwithstanding the foregoing, the provisions of this
Section 3.3 shall be of no further force and effect if: (a) the
Merger Agreement is not executed prior to February 15, 2000; (b)
any party materially breaches its obligations under the Merger
Agreement and such breach has a material adverse effect on the
Principal Stockholder; or (c) the Merger Agreement is amended in
a manner materially adverse to the Principal Stockholder.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES
OF PARENT AND THE COMPANY
Section 4.1 Authority Relative to this Agreement. Each
of Parent and the Company has full right, power and authority to
enter into and perform this Agreement and this Agreement has been
duly authorized, executed and delivered by each of Parent and the
Company and is a valid and binding agreement of each of Parent
and the Company and enforceable against each of Parent and the
Company in accordance with its terms.
Section 4.2 No Conflict. (a) The execution and delivery
of this Agreement by each of Parent and the Company do not, and
the performance of this Agreement by each of Parent and the
Company will not, (i) conflict with or violate any law, rule,
regulation, order, judgment or
<PAGE>
decree applicable to Parent or the Company, as applicable or (ii)
result in any breach of or constitute a default (or an event that
with notice or lapse of time or both would become a default)
under, or give to others any rights of termination, amendment,
acceleration or cancellation of, or result in the creation of a
Lien (as defined below) pursuant to any note, bond, mortgage,
indenture, contract, agreement, lease, license, permit, franchise
or other instrument or obligation to which the Parent or the
Company is a party or by which the Parent or the Company are
bound or affected, except for any such conflicts, violations,
breaches, defaults or other occurrences which would not prevent
or delay the performance by the Parent or the Company of their
obligations under this Agreement.
(b) The execution and delivery of this Agreement by each of
Parent and the Company do not, and the performance of this
Agreement by each of Parent and the Company will not, require any
consent, approval, authorization or permit of, or filing with or
notification to, any court or arbitrator or any governmental
body, agency or official except for applicable requirements, if
any, of the Securities Exchange Act of 1934, as amended, and
except where the failure to obtain such consents, approvals,
authorizations or permits, or to make such filings or
notifications, would not prevent or delay the performance by
Parent or the Company, as applicable, of its obligations under
this Agreement.
Section 4.3 Other Agreements. Concurrently with the
execution hereof, Parent and the Company are entering into
separate agreements with Joyce Freedman, Lee Freedman and
Maurizio Vecchione containing restrictions on voting and transfer
similar to the restrictions contained herein. The restrictions
on voting and transfer contained in such agreements are not
materially more favorable to such other parties than the
restrictions on voting and transfer applicable to the Principal
Stockholder hereunder. Concurrently with the execution hereof,
Parent is entering into separate waiver agreements with Castle
Creek Partners, L.L.C., Marshall Capital Management, Inc. and
Winfield Capital Corp. waiving certain provisions of agreements
between such parties and the Company similar to the waivers
contained in Schedule 2. Such waivers are not materially more
favorable to such other parties than the waivers applicable to
the Principal Stockholder hereunder. Following the date hereof,
neither Parent nor the Company shall enter into an agreement (or
amend an existing agreement) containing waivers similar to the
waivers contained in Schedule 2 that are more favorable to the
other party (when taken as a whole) than those applicable to the
Principal Stockholder hereunder, unless Parent and the Company
also offer such more favorable terms to the Principal
Stockholder.
ARTICLE 5
MISCELLANEOUS
Section 5.1 Termination. This Agreement shall terminate
upon the earliest to occur of (i) the Closing, (ii) the 12-month
anniversary following termination of the Merger Agreement and
(iii) the termination of the Merger Agreement by Parent pursuant
to Section 7.1(c) of such Agreement; provided that (x) the
representations and warranties contained herein shall survive the
termination hereof and (y) subject to Section 1.5, Section 1.3
hereof shall survive the consummation of the Merger; provided,
further, that the agreements of the Company and Parent set forth
in Schedule 2 and 4 hereof, respectively relating to the
extension of the Warrants and
<PAGE>
cashless exercise shall survive the termination hereof or the
consummation of the Merger as the case may be.
Section 5.2 Specific Performance. The parties hereto
agree that irreparable damage would occur in the event that any
of the provisions of this Agreement were not performed in
accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition
to any other remedy at law or in equity.
Section 5.3 Definitions. Unless otherwise defined
herein, all capitalized terms shall have the definitions assigned
to such terms in the Merger Agreement.
Section 5.4 Entire Agreement. This Agreement constitutes
the entire agreement among Parent, the Company and the Principal
Stockholder with respect to the subject matter hereof and
supersedes all prior agreements and understandings, both written
and oral, between the parties with respect to the subject matter
hereof.
Section 5.5 Amendment. This Agreement may not be amended
except by an instrument in writing signed by the parties hereto.
Section 5.6 Severability. If any term or other provision
of this Agreement is invalid, illegal or incapable of being
enforced by any rule or law, or public policy, all other
conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal
substance of this Agreement is not affected in any manner
materially adverse to any party. Upon such determination that
any term or other provision is invalid, illegal or incapable of
being enforced, the parties hereto shall negotiate in good faith
to modify this Agreement so as to effect the original intent of
the parties as closely as possible to the fullest extent
permitted by applicable law in a mutually acceptable manner in
order that the terms of this Agreement remain as originally
contemplated.
Section 5.7 Governing Law. This Agreement shall be
governed by, and construed in accordance with, the laws of the
State of New York regardless of the laws that might otherwise
govern under applicable principles of conflicts of law.
Section 5.8 Jurisdiction. Each party to this Agreement
hereby irrevocably agrees that any legal action or proceeding
arising out of or relating to this Agreement or any agreements or
transactions contemplated hereby shall be brought in the courts
of the State of New York and hereby expressly submits to the
personal jurisdiction and venue of such courts for the purposes
thereof and expressly waives any claim of improper venue and any
claim that such courts are an inconvenient forum.
<PAGE>
IN WITNESS WHEREOF, Parent and the Principal Stockholder
have caused this Agreement to be duly executed on the date
hereof.
USANi SUB LLC
/s/ Dara Khosrowshahi
By: -----------------------------
Name: Dara Khosrowshahi
Title: Vice President
INTEL CORPORATION
/s/Arvind Sodhani
By: -----------------------------
Name: Arvind Sodhani
Title: Vice President and Treasurer
STYLECLICK.COM INC.
/s/M. Vecchione
By: -----------------------------
Name: M. Vecchione
Title: President and Co-CEO
<PAGE>
Number of Shares
owned beneficially Number of
or of record (1) Warrants Owned
455,218 664,990
- -----------------------------
(1) Other than Shares issuable upon exercise of Warrants, which
are listed in the next column.
<PAGE>
<TABLE>
Schedule 2
<CAPTION>
Name of
Principal Name of Provision Description of Modification of
Stockholder Agreement Waived Provision* Provision
<S> <C> <C> <C> <C>
Intel Stock and Sec.7(b) Company covenants to N/A (2)
Corporation Warrant use best efforts to
("Intel") Purchase and limit number of
Investor directors to nine and
Rights require a majority of
Agreement, outside directors.
dated as of
April 7,
1999, between
Intel and the
Company
Sec.7(c) Company covenants to N/A. See Schedule 4.
(ii)(D) maintain effectiveness
of registration
statement for certain
period of time.
Sec.7(c) Put right if sales of N/A. See Schedule 4.
(ii)(F) all Registrable
Securities cannot be
made pursuant to the
registration statement
for more than 30 days
in any 12-month period.
Sec.7(c) Penalty for each day on N/A. See Schedule 4.
(ii)(H) which sales of
Registrable Securities
cannot be made pursuant
to the registration
statement.
- ----------------------------
(2) "N/A" means the provision shall have no further force or effect and any and all
claims arising under such provision (whether before or after the date of this Voting and
First Offer Agreement) are hereby expressly waived, subject in each case to the
provisions of Section 1.3 and Section 1.5 of this Voting and First Offer Agreement.
*Description may not be complete. Entire provision is incorporated herein by reference.
<PAGE>
Name of
Principal Name of Provision Description of Modification of
Stockholder Agreement Waived Provision* Provision
Sec.7(c) Indemnification Provision waived only
(v) provisions. with respect to claims
against the Company
known to Intel's
management (e.g., VPs,
divisional heads, their
seniors and others with
supervisory authority
with respect to this
investment) on or
before the date of the
Merger Agreement for
which indemnification
may be sought.
Sec.7(c) Company agrees not to N/A. See Schedule 4.
(vi) grant more favorable
registration rights.
Sec.7(e) Right to have observer N/A, except that Intel
attend Board and shall retain such right
Committee meetings. for so long as it owns,
beneficially or of
record, Shares and
Warrants equal to
(assuming full exercise
of such Warrants) at
least 2.5% of all
Company Common Stock on
a fully-diluted basis.
Sec.7(f) Right to participate on N/A
a pro rata basis in
certain issuances of
new securities.
*Description may not be complete. Entire provision is incorporated herein by reference.
<PAGE>
Name of
Principal Name of Provision Description of Modification of
Stockholder Agreement Waived Provision* Provision
Sec.7(g) Company agrees to N/A, except that (i)
maintain listing on the Company will
NASDAQ or other maintain its listing or
exchange until authorization for
4/7/2002. trading on NASDAQ until
consummation of the
Merger and (ii) Parent
will cause Newco to
maintain its listing or
authorization for
trading on NASDAQ or
other exchange from
consummation of the
Merger until
termination of the
Warrants, provided
that, this provision,
as so modified by
clause (ii), shall not
prohibit Newco from
consummating a merger
or other "going
private" transaction.
Sec.7(j) Prohibition on certain N/A, except that this
issuances of discounted provision will continue
or variable priced to apply to issuances
equity or equity-like by the Company prior to
securities. Closing of the Merger
other than issuances
contemplated by the
Merger Agreement or the
Credit Agreement.
Sec.7(m) Penalty upon certain N/A
dispositions of the
Company Common Stock by
Vecchione.
*Description may not be complete. Entire provision is incorporated herein by reference.
<PAGE>
Name of
Principal Name of Provision Description of Modification of
Stockholder Agreement Waived Provision* Provision
Sec.8 Indemnification Provision waived only
provisions. with respect to claims
against the Company
known to Intel's
management (e.g., VPs,
divisional heads, their
seniors and others with
supervisory authority
with respect to this
investment) on or prior
to the date of the
Merger Agreement for
which indemnification
may be sought.
*Description may not be complete. Entire provision is incorporated herein by reference.
<PAGE>
Name of
Principal Name of Provision Description of Modification of
Stockholder Agreement Waived Provision* Provision
Intel Each of the Exercise price of the If, at any time
warrants, warrants. following the
dated April consummation of the
7, 1999, Merger and prior to
issued by the 4/7/2001, Intel desires
Company to in good faith to sell
Intel shares of Newco Common
Stock issuable upon
exercise of the
warrants, and, at such
time a registration
statement permitting
the sale of such shares
is not effective, Intel
may request Newco to
effect a demand
registration of such
shares and, if a
registration statement
is not effective within
30 days of such demand,
and Intel exercises its
warrants within five
days following such 30
day period, and commits
to sell the underlying
shares into the market
pursuant to Rule 144 as
soon as reasonably
practicable following
such exercise, the
exercise price of the
warrants so exercised
shall be reduced by
$1.00 per underlying
share.
*Description may not be complete. Entire provision is incorporated herein by reference.
<PAGE>
Name of
Principal Name of Provision Description of Modification of
Stockholder Agreement Waived Provision* Provision
Sec.3(c) Company agrees to N/A, except that (i)
maintain listing on the Company will
NASDAQ or other maintain its listing or
exchange until authorization for
4/7/2002. trading on NASDAQ until
consummation of the
Merger and (ii) Parent
will cause Newco to
maintain its listing or
authorization for
trading on NASDAQ or
other exchange from
consummation of the
Merger until
termination of the
Warrants; provided
that, this provision,
as so modified by
clause (ii), shall not
prohibit Newco from
consummating a merger
or other "going
private" transaction.
*Description may not be complete. Entire provision is incorporated herein by reference.
<PAGE>
Name of
Principal Name of Provision Description of Modification of
Stockholder Agreement Waived Provision* Provision
Sec.4(a) Anti-dilution Provision waived with
adjustment to exercise respect to any of the
price and number of following transactions
shares upon below- to the extent that such
market issuances. transaction would
otherwise require an
adjustment under
Section 4(a): (i) any
issuance (or deemed
issuance) of securities
contemplated by the
Merger Agreement or the
Credit Agreement; or
(ii) any issuance (or
deemed issuance) of
securities by Newco as
consideration in an
acquisition of or from
a third party or in
connection with a
merger with a third
party anytime after the
Effective Time of the
Merger; provided that,
with respect to clause
(ii), the principal
purpose of which is not
to raise capital, and
such third party is not
a controlled affiliate
of Newco or such
transaction (a) has
been approved by a
special committee of
the Board of Directors
comprised solely of
independent directors
and such special
committee has
recommended that the
stockholders of Newco
vote in favor thereof
and (b) Newco has
received from a
nationally recognized
investment banking firm
a written opinion
addressed to such
special
*Description may not be complete. Entire provision is incorporated herein by reference.
<PAGE>
Name of
Principal Name of Provision Description of Modification of
Stockholder Agreement Waived Provision* Provision
committee, for
inclusion in the proxy
statement to be
delivered to the
stockholders,
substantially to the
effect that such
transaction is fair to
Newco or to Newco's
stockholders (other
than any stockholder
that, together with its
affiliates,
beneficially owns
equity securities
representing more than
50% of the combined
voting power of all
outstanding equity
securities of Newco
ordinarily entitled to
vote in the election of
directors) from a
financial point of
view.
Sec.4(e) Right to receive 125% N/A
(b)(ii) of Black-Scholes Amount
upon a Major
Transaction (as defined
in each warrant).
Sec.4(l) Adjustment to exercise N/A
price and number of
shares upon certain
dispositions of the
Company Common Stock by
Vecchione.
*Description may not be complete. Entire provision is incorporated herein by reference.
<PAGE>
Name of
Principal Name of Provision Description of Modification of
Stockholder Agreement Waived Provision* Provision
Intel Each of the Sec.2 Period of Exercise The Exercise Period of
warrants, the warrants shall be
dated April extended to 4/7/2002.
7, 1999,
issued by the
Company to
Intel and
terminating
on April 7,
2000 and July
7, 2000.
Intel The warrant, Clause Warrant exercisable for N/A
dated (2) of additional shares upon
November 13, the reaching certain
1997, issued preamble hurdles.
by the
Company to
Intel.
Intel Sec.1.7 Indemnification by Provision waived only
(of Company with respect to with respect to claims
Exhibit the registration rights against the Company
3) granted to Intel. known to Intel on or
prior to the date of
the Merger Agreement
for which
indemnification may be
sought.
*Description may not be complete. Entire provision is incorporated herein by reference.
</TABLE>
<PAGE>
Schedule 3
Liens
None
<PAGE>
Schedule 4
Registration Rights
Immediately upon effectiveness of Newco's S-4 until
consummation of the Merger, the Company will take all reasonable
action to reinstate the effectiveness of the S-3 registration
statement pursuant to which the Principal Stockholder's Warrant
Shares are registered until the Closing.
Immediately following consummation of the Merger, Newco will
provide the existing outside warrantholders of the Company,
including the Principal Stockholder and any of its permitted
assignees, (collectively, the "Warrantholders") with a total of
six demand registrations and piggyback registration rights
provided that the Principal Stockholder shall be entitled to at
least two such demands. Newco will use its best efforts to keep
each such registration in effect for the earlier of (i) 90 days
following the effective time of such registration statement and
(ii) the time when all shares subject to such registration
statement have been sold (the "Effectiveness Period"). No demand
may be made within 90 days following the Effectiveness Period.
Demand registrations are subject to suspensions at any time
for periods not to exceed 90 days (which right Newco may not
exercise more than twice in any 12-month period) if such
registration would interfere with any financing, acquisition or
other material transaction involving Newco or any of its
affiliates or would otherwise require disclosure of material non-
public information which Newco reasonably believes would be
harmful to disclose at such time. The terms of the Warrants held
by the Warrantholders shall be extended for (a) the period of
time between signing of the Merger Agreement and the
effectiveness of the registration statement on Form S-4 relating
to the Merger and (b) the aggregate periods of time following
effectiveness of such registration statement for which all such
suspensions are in effect and (without duplication) for which an
effective registration statement is not effective following a
demand therefor and for such periods of time when the
Warrantholder is not permitted to make a demand for registration.
Newco will not be required to register shares following a
demand unless at least 250,000 shares (as adjusted for stock
splits and stock combinations), including shares to be included
pursuant to piggyback registrations, or, if lower, a number of
shares equal to the number of shares then beneficially owned by
the Warrantholders requested such demand (not below 100,000
shares) are included in such registration statement.
Newco will use its best efforts to cause registered shares
to be qualified for sale under all applicable blue sky laws
unless such qualification would require Newco to qualify to do
business in any state or if it would subject Newco to additional
taxation.
Registration rights obligations with respect to the Shares
will end upon the earlier of (i) the date on which all of the
Shares have been sold and (ii) the date on which all of the
Shares (in the reasonable opinion of counsel to the
Warrantholder) may be immediately sold to the public, whether
pursuant to Rule 144 or otherwise. On or following April 7,
2000, the Company will permit cashless exercise of the Warrants
upon request of any Warrantholders if, at such time, the S-3
registration statement pursuant to which such Warrantholder's
Shares are registered would
<PAGE>
not permit the sale of such Shares or, if no such registration
statement is then effective. Following consummation of the
Merger, Newco will agree to permit cashless exercise of Warrants
upon request of any Warrantholders.
All expenses incurred in connection with a registration
(other than (i) fees and disbursements of counsel to the selling
stockholder and (ii) underwriting discounts and commissions, if
any) shall be borne by Newco.
The registration rights set forth herein are subject to the
condition that the selling stockholder shall provide Newco with
such information with respect to shares of common stock to be
registered, the plans for the proposed distribution thereof and
such other information as, in the reasonable opinion of Newco is
necessary to enable Newco to include in such registration
statement all material facts required to be disclosed with
respect to such offering.
