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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
EGGHEAD.COM, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
Common stock, par value $.01 per share of Egghead.com, Inc.
("Egghead"), and options to acquire Egghead common stock.
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(2) Aggregate number of securities to which transaction applies:
Up to 30,787,980 shares of Egghead common stock and 3,356,582 shares of
Egghead common stock subject to options and purchase rights.
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
The filing fee of $43,291 was calculated pursuant to Rule 0-11(c)(1)
of the Exchange Act, by multiplying 1/50 of 1% of the value of the
Egghead common stock to be received by Onsale, Inc., in the
transaction. The value of the Egghead common stock was determined to
be $216,454,416 in accordance with Rule 0-11(a)(4) of the Exchange Act
based on the average high and low prices of Egghead common stock
reported on the Nasdaq Market.
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(4) Proposed maximum aggregate value of transaction: $216,454,416
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(5) Total fee paid: $43,291
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[X] Fee paid previously with preliminary materials.
[_] 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
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: N/A
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(2) Form, Schedule or Registration Statement No.: N/A
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(3) Filing Party: N/A
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(4) Date Filed: N/A
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Notes:
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ADDITIONAL MATERIALS FILED PURSUANT
TO RULE 14a-6
Egghead.com, Inc. is filing the following description of its investor
relations web page pursuant to Rule 14a-6 under the Securities Exchange Act of
1934, as amended. Egghead intends to update the investor relations web page to
provide the URL for its separate merger web site on or after October 19, 1999.
Description of web page:
The left border of the page contains several buttons which link directly to
various portions of Egghead's web site, including a button labeled "Pending
Merger." The information presently listed under "Pending Merger" will be
replaced with the following:
To view a copy of the joint prospectus/proxy statement relating to the
pending merger between Egghead.com, Inc. and Onsale, Inc. please go to
www.eggheadmergernews.com
