SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
Filed by the Registrant / /
Filed by a Party other than the Registrant: /X/
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
INTERACTIVE NETWORK, INC.
(Name of Registrant as Specified In Its Charter)
INTERACTIVE NETWORK INDEPENDENT SHAREHOLDERS COMMITTEE
(Name of Persons(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ 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:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
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(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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INTERACTIVE NETWORK INDEPENDENT SHAREHOLDERS COMMITTEE
June 26, 2000
Dear Fellow Shareholder:
YOUR VOTE IS CRITICAL TO YOUR COMPANY'S FUTURE
AND THE VALUE OF YOUR INNN SHARES
The Annual Meeting of Interactive Network, Inc. will be held next Friday, June
30th. The Independent Shareholders Committee is extremely concerned by the lack
of experience and depth of the current INNN team. We believe you deserve a Board
and management better equipped to watch out for your interests and to protect
the value of your investment. To that end, the Committee seeks to increase the
size of INNN's Board from five to nine and add its five experienced and
knowledgeable nominees. WE URGE YOU TO VOTE FOR PROPOSALS 1 AND 2 ON THE
COMMITTEE'S PROXY CARD.
PROXY MONITOR ADVISES SHAREHOLDERS TO VOTE "FOR"
THE INDEPENDENT SHAREHOLDERS COMMITTEE'S SLATE
You should be aware that Proxy Monitor, a highly respected national
institutional advisory firm, has recommended that shareholders support the
Committee's proposal to increase the Board size and has recommended a vote FOR
all five of the Committee's nominees. Proxy Monitor stated in its report, "We
too conclude that the Committee's nominees appear to be better positioned to
guide the company into a difficult future."
INDEPENDENT COMMITTEE CALLS UPON INTERACTIVE NETWORK TO
ADJOURN THE VOTE ON EXCLUSIVE PATENT TRANSFER
Please also be advised that, in a June 22nd press release, the Committee urged
that INNN postpone the shareholder vote on Proposal 3, the proposal to approve
the grant to TWIN Entertainment, Inc. of an "exclusive" license to use INNN's
intellectual property. We believe that INNN should defer the vote on this
proposal until after shareholders have been provided with an opinion from an
investment banking firm or
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other qualified expert that would enable them to make an informed decision on
this grant of exclusivity regarding your company's valuable intellectual
property.
Since time is short and your vote is critical, we have established a method that
will enable you to vote by toll-free proxygram. Please follow the simple steps
listed below.
If you have any questions or need assistance in the last- minute voting of your
shares, please call our proxy solicitors, Innisfree M&A Incorporated, toll-free
at 888-750 -5834.
Thank you for your support,
ROBERT H. HESSE RICHARD W. PERKINS
TOLL-FREE PROXYGRAM OPERATORS WHO ARE INDEPENDENT OF THE COMPANY ARE
AVAILABLE TO ASSIST YOU NOW!!!
INSTRUCTIONS
1. Call Toll-Free 1-877-880-9547, anytime, day or night.
2. Tell the operator that you wish to send a collect ProxyGram to
ID No. 8402, Interactive Network Independent Shareholders
Committee.
3. State your name, address and telephone number.
4. State the bank or broker at which your shares are held and your control
number as shown below:
Name: NA.1
Broker: Broker
Control Number: ControlNum
Number of Shares: NumShares
5. Give the operator your voting preferences, using the proxy text below.
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INTERACTIVE NETWORK,INC. 2000 ANNUAL MEETING OF SHAREHOLDERS
FORM OF PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE INTERACTIVE NETWORK
INDEPENDENT SHAREHOLDERS COMMITTEE
The undersigned shareholder of Interactive Network, Inc. ("INNN") appoints
Robert H. Hesse and Richard Perkins and each of them, as attorneys and agents
with full power of substitution to vote all Shares which the undersigned would
be entitled to vote if personally present at the Annual Meeting of Shareholders
of the Company that is currently scheduled to be held on June 30, 2000, at 9:00
a.m., local time, at San Mateo Marriott, 1770 South Amphlett Boulevard, San
Mateo, California 94402 and at any adjournments, postponements, continuations or
reschedulings thereof and at any special meeting called in lieu thereof, as
follows:
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
WITH RESPECT TO THE ELECTION OF DIRECTORS (PROPOSAL 2), WHERE NO VOTE IS
SPECIFIED OR WHERE A VOTE FOR ALL NOMINEES IS MARKED, THE CUMULATIVE VOTES
REPRESENTED BY A PROXY WILL BE CAST AT THE DISCRETION OF THE PROXIES NAMED
HEREIN IN ORDER TO ELECT AS MANY NOMINEES AS BELIEVED POSSIBLE UNDER THE THEN
PREVAILING CIRCUMSTANCES. IF YOU WITHHOLD YOUR VOTE FOR A NOMINEE, ALL OF YOUR
CUMULATIVE VOTES WILL BE DISTRIBUTED TO THE REMAINING NOMINEES. WITH RESPECT TO
PROPOSALS 3, 4 AND 5, IF NO MARKING IS MADE, THIS PROXY WILL BE TREATED AS
DIRECTION TO ABSTAIN FROM VOTING WITH RESPECT TO APPROVAL OF SUCH PROPOSALS. THE
INDIVIDUALS NAMED ABOVE ARE AUTHORIZED TO VOTE IN THEIR DISCRETION ON ANY OTHER
MATTERS THAT PROPERLY COME BEFORE THE MEETING.
The undersigned hereby revokes any other proxy or proxies heretofore given to
vote or act with respect to the shares held by the undersigned.
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS GIVEN WITH RESPECT
TO THE BELOW PROPOSALS, THIS PROXY WILL BE VOTED FOR THE APPROVAL OF THE BOARD
AMENDMENT AND FOR THE ELECTION OF THE NOMINEES, INCLUDING CUMULATIVELY FOR ALL
OR FEWER THAN ALL OF THE NOMINEES, AND WILL NOT BE VOTED FOR PROPOSALS 3 THROUGH
5.
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1. Approval of Board Amendment
( ) FOR ( ) AGAINST ( ) ABSTAIN
2. Election of Directors
Nominees: John Cronin, Robert H. Hesse, Scott Mager, Shane
O'Neill and Richard Perkins
( ) FOR ALL ( ) WITHHOLD ALL ( ) FOR ALL Except
Nominee(s)
written below
(give name(s)
to operator)
3. Approve the exclusive license grant of the IN Patents to TWIN Entertainment
in the territory pursuant to the joint venture license agreement, dated as
of January 31, 2000:
( ) FOR ( ) AGAINST ( ) ABSTAIN
4. Approve the amendment to INNN's 1999 Stock Option Plan to increase the
number of shares reserved for issuance thereunder:
( ) FOR ( ) AGAINST ( ) ABSTAIN
5. Ratify the appointment of Marc Lumer & Company as the independent public
accountants of INNN for the fiscal year ending December 31, 2000:
( ) FOR ( ) AGAINST ( ) ABSTAIN
6. In their discretion with respect to any other matters as may properly come
before the Annual Meeting.
This proxy will be valid until the sooner of one year from the date indicated
below and the completion of the Annual Meeting.
When shares are held jointly, joint owners should each sign (give name(s) to the
operator). Executors, Administrators, Trustees, etc., should indicate the
capacity in which signing.
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If you need assistance voting your shares, please call Innisfree M&A
Incorporated TOLL FREE 1-(888) 750-5834
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