SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN
PROXY STATEMENT
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
Tech Squared 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):
(X) No fee required.
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 (set forth the amount on which
the filing fee is calculated and state how it was determined):
_________________________________________________
4) Proposed maximum aggregate value of transaction:
_________________________________________________
( ) 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:
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(4) Date Filed:
_____________________________________________
FROM: FOR:
BlueFire Partners Tech Squared Inc.
1300 Fifth Street Towers, 150 S. 5th St
6690 Shady Oak Rd. Eden Prairie, MN 55344
Minneapolis, MN 55402
Contact - Tom Langenfeld Contact - Jeffrey F. Martin
612-371-0000 612-832-5622
FOR IMMEDIATE RELEASE
---------------------
TECH SQUARED SCHEDULES SHAREHOLDER MEETING
ON PROPOSED VOLUNTARY DISSOLUTION OF COMPANY
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MINNEAPOLIS, Nov. 19 -- Tech Squared Inc. (OTC Bulletin Board:TSQD)
said today that it has mailed proxy materials to its shareholders to
solicit proxies for approval of the dissolution of Tech Squared pursuant to
a plan of voluntary liquidation and dissolution. A special meeting of Tech
Squared shareholders is scheduled for 8:30 a.m. CST Friday, Dec. 10, 1999,
at The Hilton Airport hotel, Bloomington, Minn.
Upon shareholder approval of the voluntary dissolution pursuant to the
plan of liquidation and dissolution, which has already been approved by the
board of directors, Tech Squared intends to complete the sale of its
operating assets for cash pursuant to a previously announced asset purchase
agreement, and to complete a tax-free reorganization with Digital River,
Inc. (Nasdaq:DRIV) in accordance with a previously announced acquisition
agreement.
In the reorganization, Digital River will receive 3,000,000 shares of
its own common stock currently owned by a wholly-owned subsidiary of Tech
Squared plus $1,200,000 in cash from Tech Squared and, in exchange, will
issue 2,650,000 shares of Digital River common stock to Tech Squared. Tech
Squared will be dissolved promptly after completion of this transaction.
Closing of the reorganization is subject to shareholder approval of
the voluntary dissolution, completion of the sale or other disposition of
Tech Squared's operating assets, the establishment of a liquidating trust
to satisfy known or contingent liabilities of Tech Squared, and other
customary conditions. Tech Squared currently intends to deposit a portion
of the to-be-issued shares of Digital River common stock into the
liquidating trust to satisfy this requirement. The remaining newly-issued
shares of Digital River common stock, which are expected to constitute
substantially all of the assets of Tech Squared, will then be distributed
to Tech Squared shareholders on a pro-rata basis.
Shareholders are urged to review the proxy statement-prospectus, filed
jointly with Digital River and mailed to Tech Squared shareholders on about
Nov, 11, 1999. Shareholders who have not received the proxy statement-
prospectus, or desiring additional information, are urged to contact
Georgeson Shareholder Communications, Inc., at 1-800-223-2064, which Tech
Squared has retained to assist in the solicitation of proxies. Further
information is also available in Tech Squared's filings with the Securities
and Exchange Commission which can be accessed, on the Internet, at
www.sec.gov.
Chuck Reese, president and chief executive officer of Tech Squared,
said, "We are pleased that our shareholders will now have a more effective
means to realize the benefit of their investment by becoming direct owners
of Digital River common stock."
As previously announced, Tech Squared has signed a definitive
agreement with Virtual Technology Corp. (OTC Bulletin Board:VTCO) under
which VTC will acquire substantially all of Tech Squared's operating assets
for a cash purchase price of approximately $3,000,000. The asset sale to
VTC includes Tech Squared's Net Direct, DTP Direct and distribution
operations, along with various trade and Internet domain names. Closing of
the asset sale to Virtual Technology is expected to occur shortly after
shareholder approval of the voluntary dissolution of Tech Squared.
Virtual Technology Corp. is a Minneapolis-based e-commerce company
specializing in the sale of high-performance computer hardware, software
and peripheral products. Tech Squared, based in Minneapolis, is a national
marketer and distributor of mid- to high-end microcomputer hardware,
software and peripherals primarily to businesses in the desktop publishing,
graphic arts and pre-press industries, as well as an emerging customer base
of Internet and intranet site developers.
EXCEPT FOR HISTORICAL FINANCIAL INFORMATION, THE INFORMATION CONTAINED IN
THIS RELEASE IS FORWARD-LOOKING AND SUBJECT TO CERTAIN RISKS AS DESCRIBED
IN THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION,
INCLUDING THE PROXY STATEMENT-PROSPECTUS FILED JOINTLY WITH DIGITAL RIVER,
THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DEC. 31, 1998,
AS AMENDED ON NOVEMBER 2, 1999, AND THE COMPANY'S QUARTERLY REPORTS ON FORM
10-Q FOR THE QUARTERS ENDED MARCH 31, 1999, JUNE 30, 1999 AND SEPTEMBER 30,
1999. ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY BASED ON SUCH RISKS.
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11/19/99
