<PAGE>
================================================================================
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.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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.
-------------------------------------------------------------------------
(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.
-------------------------------------------------------------------------
(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.
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction: $216,454,416
-------------------------------------------------------------------------
(5) Total fee paid: $43,291
-------------------------------------------------------------------------
[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
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.: N/A
-------------------------------------------------------------------------
(3) Filing Party: N/A
-------------------------------------------------------------------------
(4) Date Filed: N/A
-------------------------------------------------------------------------
Notes:
<PAGE>
ADDITIONAL MATERIALS FILED PURSUANT
TO RULE 14a-6
Egghead.com, Inc. is filing the following letter from George P. Orban to the
shareholders of Egghead pursuant to Rule 14a-6 under the Securities Exchange
Act of 1934, as amended. Egghead intends to mail this letter on or after
October 15, 1999.
[LOGO OF EGGHEAD.COM]
521 S.E. Chkalov Drive
Vancouver, Washington 98683
October 15, 1999
Dear Shareholders:
As you know, Egghead.com, Inc. has entered into a merger agreement with
Onsale, Inc. This merger will combine two leading Internet retailers of
computers and related products, with the objective of consolidating and
extending their leadership position. Our management and Board of Directors
believe that the merger will provide substantial long-term benefits to Egghead
shareholders.
The proxy statement that was mailed to you and is available at
www.eggheadmergernews.com provides a comprehensive review of the proposed
merger. I urge you to read it carefully, including the section describing risk
factors on page 18, and vote your proxy.
I believe that there are several potential benefits of the merger, including
the potential to:
. Strengthen our leadership position. The combined company will have the
opportunity to consolidate and strengthen the leadership of Egghead and
Onsale in the online retailing of personal computers and related
products. Egghead expects that the combined company will be able to have
greater sales, more customer accounts and greater traffic than most of
its competitors in the online technology retail market;
. Achieve economies of scale. The merger will enable the combined company
to achieve benefits of economies of scale, particularly with respect to
marketing, merchandise procurement and infrastructure development;
. Expand the customer base. Given the small overlap between the customer
accounts of Egghead and Onsale, the merger will enable the combined
company to sell to a greatly expanded customer base and increase the
traffic to a single, combined web site;
<PAGE>
. Increase revenue. The combined company will have the opportunity to
lever Egghead's higher number of daily visitors with Onsale's ability to
obtain higher revenues per customer, in order to increase revenue;
. Strengthen and build a single brand. The merger will enable Egghead and
Onsale to unite under the nationally-recognized Egghead brand, rather
than expend resources on competing brands;
. Combine complementary management strengths. The two companies will
combine management and staff in the areas of technology, marketing,
merchandising, procurement, distribution and customer service. This
combination will result in a stronger team sooner than if each company
sought to develop independently.
. Reduce costs. Combining Egghead and Onsale will create the opportunity
to eliminate duplicate expenses throughout both businesses;
. Improve our technology. The merger will enable Egghead to use Onsale's
stronger auction technology to merchandise and market products more
flexibly and efficiently;
. Expand into additional product categories. In addition to computer-
related products, Egghead and Onsale sell consumer electronics and other
consumer and business goods. Egghead believes that the combined company
will be in a stronger position than Egghead alone to expand into
additional product categories;
. Increase the ability to acquire complementary businesses. Egghead
believes that the online commerce industry may face increasing
consolidation, and the combined company will be in a stronger position
than Egghead alone to acquire complementary businesses; and
. Increase growth. Egghead's shareholders will have the opportunity to
participate in the growth potential of the combined company after the
merger.
<PAGE>
YOUR VOTE IS VERY IMPORTANT. Our shareholders' meeting to consider the
merger will be held on November 4 at the Hilton Garden Inn in Portland,
Oregon. The merger cannot be completed unless holders of at least two-thirds
of the outstanding shares of Egghead common stock adopt and approve the merger
agreement and approve the merger. If your shares are not voted, this will have
the effect of a vote against the merger. SO PLEASE VOTE!
Our Board of Directors believes that the merger is in the best interests of
Egghead and its shareholders and unanimously recommends that you vote "FOR"
adoption and approval of the merger agreement and approval of the merger.
If you would like assistance in completing your proxy card or if you have
any questions about the procedure for voting your shares, call MacKenzie
Partners, Inc. at 1-800-322-2885.
Thank you for your support.
Yours truly,
/s/ George P. Orban
George P. Orban
Chairman of the Board
and Chief Executive Officer
This letter contains forward-looking statements within the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995 with
respect to the potential benefits of the merger. Words such as "anticipates,"
"expects," "intends," "plans," "believes," "seeks," "estimates" and similar
expressions identify forward-looking statements. These forward-looking
statements are not guarantees of future performance and are subject to certain
risks and uncertainties that could cause actual results to differ materially
from the results contemplated by the forward-looking statements. More
information about factors that potentially could affect actual results is
included in Egghead's Form 10-K for the fiscal year ended April 3, 1999 and
Egghead's quarterly report on Form 10-Q for the quarter ending July 3, 1999
filed with the Securities and Exchange Commission and in the prospectus/proxy
statement sent to shareholders of Egghead on or about September 24, 1999.
<PAGE>
If you have any questions please contact:
[LOGO OF MACKENZIE PARTNERS, INC.]
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)
or
CALL TOLL-FREE (800) 322-2885
