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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 Com-
mission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Under Rule 14a-12
SPYGLASS, 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):
[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:
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(2) Aggregate number of securities to which transaction applies:
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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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials:
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[_] 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.
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(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[DESCRIPTION OF GRAPHICS: The corporate logos of both OpenTV and Spyglass
appear in the center of the cover page. The corporate logos are encircled by
eight different images. Beginning at the 12 o'clock position on the circle,
directly above the corporate logos, the image of a television screen containing
images enabled by OpenTV technology appears. Moving clockwise around the circle
from the 12 o'clock position, the following images appear: a right profile view
of a television set with a blank screen; a television screen containing images
enabled by OpenTV technology; a right profile view of a satellite dish; a
television screen containing images enabled by OpenTV technology; a cluster of
three different cellular telephones; a television screen containing images
enabled by OpenTV; and, finally, a cellular telephone. Each of these
surrounding images is connected by a dotted line to one smaller circle around
the corporate logos in the center of the page. The text "OpenTV and Spyglass
Building the Software Platform of the Future" appears at the bottom center of
the cover page.
On the second page, a band of blue color appears across the top of the page
with the names "Sony", "Casio", "Galaxy LA I", Image Wireless Communications",
"Multichoice", "Motorola", "CMI Worldwide", "Austar", "Senda Sweden", "Free
Universe Network", "E-Vision", and "Sky New Zealand" appearing inside the band.
Below the band, on the right-hand side of the page, a circular image of a
television set displaying images on its screen enabled by Spyglass technology
and a set-top box appears. At the bottom of the page on the left-hand side a
circular image titled "eMail" appears. To the right of this image, the words,
"A Comprehensive Solution" appear. To the right of those words, the image of
the end of an antenna on a satellite dish appears. In the center of the page,
the following text appears:]
OpenTV software has been shipped with or installed in more than 7.8 million
digital set-top boxes worldwide
On March 26, 2000, OpenTV and Spyglass announced the signing of a definitive
merger agreement. The merger of these two organizations would bring together a
leading worldwide provider of software that enables digital interactive
television with a leading provider of Internet software and services for the
interactive television and wireless communications markets. The combined company
would provide a comprehensive solution to cable and satellite television network
operators, broadcasters, wireless operators and manufacturers around the world
as they face the challenge of moving from conventional, narrowband broadcasting
to broadband interactivity.
OpenTV software has been shipped with or is now installed in more than 7.8
million digital set-top boxes worldwide. To date, twenty-nine television network
operators in over twenty countries, along with twenty- nine digital set-top box
manufacturers have selected OpenTV software solutions. With the inclusion of
Spyglass technologies and services, the combined organization would have a
leadership position in delivering applications and services that leverage the
content, communications and commerce capabilities of the Internet.
Vote "Yes!"
By supporting the merger of Spyglass and OpenTV, you will help create an entity
that would be capable of delivering an end-to-end interactive platform for
enhanced television--which can be extended to provide applications and services
to wireless devices.
We are seeking your support of the combination of the companies and ask that you
join with the boards of directors of both companies in the approval of this
merger. Your vote is very important, and whether or not you plan to attend the
special stockholder meeting, please vote today to make sure your shares are
represented. We urge you to read the joint proxy statement/prospectus which
contains important information relating to the merger.
Please read the joint proxy statement/ prospectus and vote "Yes" today by
mailing the enclosed proxy card or voting instruction form as soon as possible.
Remember, by not voting, Spyglass stockholders are effectively voting against
the merger, so please take the time to vote today!
[DESCRIPTION OF GRAPHICS: On the third page, a band of blue color appears
across the top of the page with the names "Thomson", "Nokia", "Telia Infomedia
Television", "Echostar/Dish Network", "Philips", Aether Technologies", "LG
Electronics", "Seiko Epson", "Toshiba", "Microsoft", "IBM" and "Telecruz"
appearing inside the band. At the bottom of the page on the left-hand side the
image of a satellite dish appears. In the center of the page the following text
appears:]
Growth Opportunities Worldwide for Interactive Television and Wireless Products
and Services Industry analysts worldwide covering the interactive television
market are predicting strong growth in advertising, commerce and subscription
services, as well as overall shipments of personal video recorders and digital
set-top boxes. According to Forrester Research, interactive television services
will generate $11 billion in advertising, $7 billion in commerce, and $2 billion
in subscription revenues by 2004. According to the wireless research firm Ovum,
it is anticipated that nearly 6 million people will access the Internet via
wireless technology this year, with this number expected to increase to 484
million by 2005. Revenues for wireless e-commerce services are anticipated to
reach $83 billion by 2003.
What Does This Mean for OpenTV and Spyglass?
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By joining forces, the combined company would be capable of delivering an
end-to- end interactive platform for enhanced television, which can be extended
to provide applications and services to wireless devices. The combined company
would be able to offer a comprehensive solution to cable and satellite network
operators, broadcasters, wireless operators and manufacturers around the world.
In addition, the merger would provide each company with access to the other's
customer base, would establish an experienced professional services
organization, and would provide opportunities for accelerated revenue growth
both within the United States and internationally.
The Momentum Continues
There have been some very strategic and important announcements that have taken
place over the past few months, including OpenTV's successful port of its
digital interactive television operating system to the Motorola DCT-2000
(formerly General Instrument), the United States' most widely deployed digital
set-top terminal currently in more than five million North American homes. The
DCT-2000 is being deployed by some of the leading cable operators in North
America including AT&T/TCI, Charter, Comcast and Cox. We believe this
partnership can immediately deliver to U.S. cable operators a cost-effective,
proven and ready-to-deploy television software solution. Spyglass also recently
announced its latest release of Device Mosaic, establishing a new benchmark in
interactive television software.
As you can see, the momentum continues to grow for both of these world-class
organizations. We encourage you to vote along with the management and boards of
directors of the two organizations in favor of this very strategic merger.
The technologies, the expertise and the people are expected to propel the
combined company to achieve increased market share and penetration in key
markets, with key customers and strategic alliances. We believe that this
strategic combination will create a major platform company.
/s/ Martin Leamy
Martin Leamy
President and Chief Operating Officer
Spyglass, Inc.
/s/ Doug Colbeth
Doug Colbeth
Chairman of the Board and Chief Executive Officer
Spyglass, Inc.
[DESCRIPTION OF GRAPHICS: On the fourth page, a band of color appears across
the top of the page. Below the band, in a column on the left-hand side of the
page, the following text appears, the first sentence of which is highlighted
in yellow:]
This brochure is not a substitute for the joint proxy statement/prospectus.
Statements in this brochure about the future prospects of the combined company
are forward-looking statements and are subject to risks and uncertainties that
you should consider because they could materially affect the combined company's
future prospects. These risks and uncertainties include the failure of the
combined company to realize anticipated benefits of the merger, fluctuating
market prices that could cause OpenTV's stock value to be less than the current
OpenTV or Spyglass stock value, and the failure of the combined company to
retain employees or sustain revenue growth rates. For a detailed discussion of
the risks and uncertainties related to the merger, please read the joint proxy
statement/prospectus, including the sections called "Risk Factors," "Spyglass'
reasons for the merger" and "OpenTV's reasons for the merger," which discuss the
challenges OpenTV will face in integrating the Spyglass business and other
potential adverse consequences.
This joint proxy statement/prospectus is available for free at the SEC's
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website at http://www.sec.gov, or at prescribed rates from the Public Reference
Section of the SEC by calling 1-800-732-0330.
[The following sentence is highlighted in yellow.] PLEASE READ THE JOINT PROXY
STATEMENT/ PROSPECTUS (INCLUDING THE SECTIONS CALLED "RISK FACTORS," "SPYGLASS'
REASONS FOR THE MERGER" AND "OPENTV'S REASONS FOR THE MERGER"), WHICH CONTAINS
IMPORTANT INFORMATION. REQUESTS FOR DOCUMENTS RELATING TO SPYGLASS, INC. SHOULD
BE DIRECTED TO:
Spyglass, Inc.
Attn: Investor Relations
1240 East Diehl Road
Naperville, Illinois 60563
1-800-647-8901
The SEC maintains a website that contains reports, proxy statements and other
information regarding both companies. The address of the SEC website is
http://www.sec.gov.
[DESCRIPTION OF GRAPHICS: The following text appears side-by-side in a column
on the right-hand side of the page, with the text under the heading "Spyglass"
appearing on the left side of the column and text under the heading "OpenTV"
appearing on the right of the column. The column is super-imposed over the word
"Customers". At the bottom of the page, below the column, the corporate logos
of Spyglass and OpenTV appear side-by-side.]
Spyglass
Aether Technologies
CMI Worldwide
FUJITSU @NIFTY
GTE
IBM
LG Electronics
Microsoft
Motorola
MyWay.com
NEC
Netpliance
Nokia
OPENBASE
Philips
ROCKWELL COLLINS
Seiko Epson
Sony
Tektronix
Telecruz
TELENOR MOBILE
Thomson
TIVO
Toshiba
Worldgate
OpenTV
(partial list)
Austar
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BSkyB
Casema Kabel
CBSat
EchoStar/DISH Network
E-Vision
FOXTEL
France Telecom Cable
Free Universe Network
Galaxy LA I
MediaKabel
MultiChoice
Noos
Pacific Digital Media CORP.
PrimaCom AG
Quiero Television SA
Senda Sweden
Shaw Communications
Sky New Zealand
Stream S.P.A.
Teleon Turkey
Television par Satellite (TPS)
Telia InfoMedia TeleVision
Via Digital
