EGGHEAD COM INC
8-K, 1999-11-04
COMPUTERS & PERIPHERAL EQUIPMENT & SOFTWARE
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                   FORM 8-K


                                 CURRENT REPORT


                    Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934


Date of Report (date of earliest event reported) November 4, 1999


                               EGGHEAD.COM, INC.
            (Exact name of registrant as specified in its charter)


<TABLE>
<C>                            <S>                             <C>
         0-16930                      Washington                       91-1296187
       (Commission           (State or other jurisdiction           (I.R.S. Employer
       File Number)                 of incorporation)              Identification No.)
 </TABLE>

                            521 S.E. Chkalov Drive
                             Vancouver, Washington
                   (Address of principal executive offices)


                                     98683
                                  (Zip Code)


      Registrant's telephone number, including area code  (360) 883-3447

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Item 5:  Other Events

     On November 4, 1999 Egghead.com's shareholder meeting to consider the
proposed merger with Onsale, Inc. was adjourned until November 19, 1999. A press
release announcing the adjournment of the meeting is attached to this report as
Exhibit 99.1.

Item 7:  Financial Statements and Exhibits.

         (c)  Exhibits

              99.1   Press Release dated November 4, 1999.

                                      -2-
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                                   SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

     Dated:  November 4, 1999

                                       EGGHEAD.COM, INC.



                                       By:      /s/ George P. Orban
                                           --------------------------------
                                            George P. Orban
                                            Chairman of the Board
                                            of Directors and Chief
                                            Executive Officer

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                                 EXHIBIT INDEX

              Exhibit

              99.1   Press Release dated November 4, 1999.



<PAGE>

                                                                    Exhibit 99.1


                             [LOGO OF EGGHEAD.COM]

Contact:  John D. Hough
          Egghead Communications
          (206) 448-7631
          [email protected]


For immediate release


                   Egghead.com Shareholder Meeting Adjourned
                           Until November 19, 1999

VANCOUVER, Wash., November 4, 1999 -- Egghead.com, Inc. (Nasdaq:EGGS), today
announced that its shareholder meeting, held on November 4, 1999, to consider
its proposed merger with Onsale, Inc., has been adjourned until November 19,
1999, to allow for additional time for shareholders to cast their votes.

     The company noted that in excess of a majority of outstanding shares has
already voted in favor of the merger and less than two percent has voted against
it. However, an affirmative vote of two-thirds of outstanding shares is needed
to authorize the proposed merger because Egghead.com is a Washington State
corporation.

     "While we are pleased that more than half of our shareholders have already
voted in favor of the merger, and that more than 97 percent of all votes cast
have been in favor, additional votes are needed because Egghead.com is

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Egghead -- Page 2


incorporated in Washington state which requires a higher threshold of
shareholder approval for mergers than many other states," Egghead chairman and
CEO George Orban said.

     The meeting will be reconvened at 11:00 a.m. on November 19, 1999, at
Egghead.com headquarters in Vancouver, Washington.

                                      ###



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