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:
<PAGE>
(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:
-2-
<PAGE>
INTERACTIVE NETWORK INDEPENDENT SHAREHOLDERS COMMITTEE
26 WOODHILL ROAD
TENAFLY, NEW JERSEY 07670
June 19, 2000
Dear Fellow Shareholder:
We have formed the Interactive Network Independent Shareholders Committee (the
"Committee") in an effort to help make the management and Board of Directors of
your Company smarter and better able to manage your Company going forward. We
are most concerned by the lack of experience and depth of the INNN team, and are
seeking to add to the Board of Directors some of the professional guidance which
current management is apparently unable to afford or attract. Our concerns are
your concerns: we, the Committee, and you, our fellow shareholders, own more
stock than management, and deserve to be properly represented with the best
people available.
You should be aware that:
o This Board and management has never filed Federal or State income taxes
(see page 14 of INNN's Proxy Statement dated June 5, 2000);
o This Board and management has failed to disclose any fairness opinion in
connection with the important issue of transferring INNN's assets to Twin
Entertainment, or any exploration or consideration of other options;
o This Board and management, to the Committee's knowledge, has not completed
any successful financing, despite having virtually no funds to operate or
develop strategic alternatives;
o This Board and management has failed, in our view, to maintain an
effective dialogue with shareholders, to the point of refusing to respond
to major shareholders on the issue of expanding the Board.
o This Board and management has even failed to nominate five directors to
fill your Board, which is the minimum required by the Company's bylaws.
In short, we believe that INNN's Board and management is missing some of the
necessary ingredients of responsible corporate stewardship. The Committee
believes that it has become imperative to take decisive action to establish
effective leadership. Accordingly, the Committee is seeking your support to
elect five highly qualified nominees by increasing the size of INNN's Board from
five to nine seats. To protect your investment, we urge you to sign, date and
return the enclosed BLUE proxy card today.
Since the Committee beneficially owns more than 1,000,000 shares of Interactive
Network stock, we believe our interests are closely aligned with yours. Better
management will benefit all Interactive Network shareholders.
ADD EXPERIENCE AND TECHNICAL KNOWLEDGE TO YOUR BOARD
<PAGE>
We believe that expanding the current Board of Directors to include more
experienced and technically proficient individuals will better protect the value
of your investment. The Committee has identified five individuals - John Cronin,
Robert H. Hesse, Scott Mager, Shane O'Neil and Richard Perkins--as nominees, who
we believe are eminently qualified to provide leadership to the Board of
Directors. With a wealth of experience in the intellectual property, management
and investment banking areas, our nominees offer the expertise necessary to
unlock shareholder value.
We invite you to review their qualifications:
Mr. Cronin is currently Chief Executive Officer and founder of Venture
Info Capital, a multi-million dollar international patent and consulting
and intellectual property firm. He is also an electrical engineer (MSEE)
and worked in that capacity for IBM for over 17 years. He is the recipient
of over 100 patents which generated more than $1 billion in revenues for
IBM.
Mr. Hesse is currently President of the Dorchester Group, Inc., an
investment banking firm specializing in cross border financial
transactions. Mr. Hesse is a former underwriter of INNN and currently
serves as an adviser to the Company.
Mr. Mager is currently President and General Counsel of BuildingNetworks,
an Internet service provider. He was formerly a securities lawyer for Shea
& Gould and Proskauer Rose & Mendelsohn.
Mr. O'Neil is currently a partner of Crary, Onthank & O'Neil, an
investment banking firm. He was formerly the Chairman and Chief Executive
Officer of RKO General and Frontier Airlines.
Mr. Perkins is the founder of Perkins Capital Management. Until 1984, he
was a Senior Vice President with Piper Jaffray & Hoppwood. He has served
on the board of directors of 20 companies. Mr. Perkins received his M.B.A.
degree from the University of Wisconsin and is a Chartered Financial
Analyst.
PROTECT YOUR INVESTMENT -- VOTE THE BLUE CARD TODAY!
After you have carefully reviewed the accompanying proxy materials, we trust
that you too will conclude that the addition of Messrs. Cronin, Hesse, Mager,
O'Neil and Perkins to the Board of Directors is in the best interest of the
Company and its shareholders. We urge you to vote FOR the amendment to the
Company's by-laws increasing the size of the Company's Board of Directors and
FOR election of the Committee's nominees. Please sign, date and return the
enclosed BLUE proxy card TODAY.
If you have any questions, or need assistance in voting your shares, please
contact the firm assisting us in the solicitation of proxies: Innisfree M&A
Incorporated, toll-free at (888) 750-5834.
Thank you for your support,
/s/ Robert H. Hesse /s/ Richard W. Perkins
Robert H. Hesse Richard W. Perkins
