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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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Egghead.com, Inc. is filing these additional materials pursuant to Rule 14a-6
under the Securities Exchange Act of 1934, as amended. Egghead intends to make
these materials available to certain of its shareholders on November 12, 1999.
November 11, 1999
Dear former or current Egghead.com shareholder:
As you know from recent communications we are trying to complete the merger
between Egghead.com and Onsale. Inc. On September 20, 1999, the record date for
determining shareholders entitled to vote on the merger, you were one of our
largest shareholders.
We need your help in completing this merger. The State of Washington our state
of incorporation, requires the affirmative two-thirds of outstanding shares to
approve the merger. This is a higher threshold of shareholder approval for a
merger than many other states.
We have worked hard to develop a strategy for Egghead that we believe is in the
best interests of our shareholders and were pleased to be able to reach an
agreement with Onsale that we felt would achieve our objectives. However,
because of the supramajority vote requirement our efforts may be for naught if
we do not receive your support.
Whether or not you own your shares any more, you were a shareholder on the
record date and the only one who can vote these shares. On behalf of Egghead
shareholders, customers and employees I am making a personal plea for you to
take the time to telephone in your vote or to vote by the Internet. I am
enclosing voting instructions along with a duplicate proxy for your convenience.
I cannot overemphasize the importance of your vote. If you have any questions,
please feel free to call me at (888) 598-0010.
Thank you for your assistance.
Yours truly,
/s/ George Orban
George Orban
Chairman and
Chief Executive Officer
