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Filed by Spyglass, Inc.
Pursuant to Rule 425 Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Exchange Act of 1934
Subject Company: Spyglass, Inc.
Commission File No. 000-26074
THE FOLLOWING IS A PRESS RELEASE DISSEMINATED BY SPYGLASS, INC. ON JUNE 15, 2000
SEC DECLARES OPENTV/SPYGLASS JOINT PROXY STATEMENT/PROSPECTUS EFFECTIVE
SPECIAL STOCKHOLDER MEETING SLATED FOR JULY 24, 2000
Naperville, Ill. - Thursday, June 15, 2000 - Internet pioneer Spyglass Inc.(R)
(NASDAQ: SPYG) announced today that the Securities and Exchange Commission has
declared the OpenTV/Spyglass joint proxy statement/prospectus effective. As a
result, a special stockholder's meeting will be held on July 24, 2000, for the
purpose of approving the proposed merger between OpenTV (NASDAQ and Amsterdam
Stock Exchange: OPTV) and Spyglass. The company also announced that OpenTV and
Spyglass have received notice from the U.S. antitrust authorities of early
termination of the required waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended.
On March 26, 2000, OpenTV and Spyglass signed a definitive merger agreement.
OpenTV is a leading provider of software that enables digital interactive
television, and Spyglass is a leading provider of strategic Internet consulting,
software and professional services. The joint proxy statement/prospectus has
been filed electronically and can be accessed at http://www.sec.gov. Proxy
materials will be mailed on or about June 16, 2000 to all stockholders of record
as of June 8, 2000.
The boards of directors of both companies have approved the merger agreement and
unanimously recommended its adoption to the respective stockholders of their
companies. In addressing why the companies are proposing to merge, the document
states, among other reasons, that it is believed the resulting combination will
create a stronger, more competitive company, capable of achieving greater
financial strength, operational efficiencies, earning power and growth potential
than either company would have on its own.
The special meeting for Spyglass stockholders of record will take place at the
law offices of Hale and Dorr LLP, 60 State St., 26th Floor, Boston, MA 02109 on
July 24, 2000, at 12:00 p.m. EST. Georgeson Shareholder Communications Inc. is
serving as information agent for Spyglass and can be reached at 800-223-2064.
ADDITIONAL INFORMATION
Investors and stockholders of Spyglass are advised to read the joint proxy
statement/prospectus regarding the business combination transaction with OpenTV.
Spyglass will mail the joint proxy
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statement/prospectus about the merger to its stockholders on or about June 16,
2000. The joint proxy statement/prospectus was filed with the Securities and
Exchange Commission. Investors and stockholders may obtain a free copy, and
other documents filed by the company, at the Securities and Exchange
Commission's Web site at http://www.sec.gov. The joint proxy
statement/prospectus and such other documents may also be obtained from Spyglass
by directing such requests to the address listed below.
Spyglass Inc.
Attn: Investor Relations
1240 E. Diehl Road
Suite 400
Naperville, IL 60563
800-647-8901
ABOUT SPYGLASS
Spyglass (NASDAQ: SPYG) is a leading provider of strategic Internet consulting,
software and professional services that enable content providers, service
operators and device manufacturers to capitalize on the potential of the
Internet. Market-leading companies using Spyglass solutions include GTE,
Microsoft, Motorola, NEC, Nokia, Sony, TeleCruz, Thomson Consumer Electronics,
WorldGate and Xerox. Spyglass is headquartered in Naperville, Ill. and has
regional offices in Lexington, Mass., Silicon Valley, Calif., and London, along
with a wholly owned subsidiary in Tokyo, Japan. Visit http://www.spyglass.com
for more information.
JUNE 2000
Spyglass and the Spyglass logo are trademarks or registered trademarks of
Spyglass, Inc., in the United States and other countries. Mosaic is a trademark
of the University of Illinois. (Other technologies and brand names are
trademarks or registered trademarks of their respective companies.) This release
contains information about management's future expectations, plans and prospects
that constitute forward-looking statements for purposes of the safe harbor
provisions under The Private Securities Litigation Reform Act of 1995. Actual
results may differ materially from those indicated by these forward-looking
statements as a result of various important factors including failure of the
merger transaction with OpenTV to close due to the failure to obtain regulatory,
shareholder or other approvals, the risk that OpenTV and Spyglass (the "Combined
Company") businesses will not be integrated successfully and unanticipated costs
of such integration, failure of the Combined Company to retain and hire key
executives, technical personnel and other employees, failure of the Combined
Company to manage its growth, failure of the Combined Company to successfully
manage its changing relationship with customers, suppliers and strategic
solution center customers, consummation of binding agreements with prospective
business partners, competition, development of the marketplace, the timing of
the execution and recognition of revenues under new agreements, the ability to
close and execute large multi-year contracts, product development, technological
change and other factors that are discussed in the company's annual report on
Form 10-K for the year ended September 30, 1999 and other documents periodically
filed with the SEC.
***
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For a detailed discussion of the cautionary statements described above and other
cautionary statements, please refer to the joint proxy statement/prospectus
filed by Spyglass, Inc. and OpenTV Corp. as described below, as well as the
companies' filings with the Securities and Exchange Commission, especially in
Spyglass' annual report on Form 10-K for the year ended September 30, 1999 filed
December 22, 1999 and in OpenTV's Form F-1 Registration Statement filed on
November 19, 1999, as amended, and other documents periodically filed with the
Securities and Exchange Commission. Spyglass undertakes no obligation to update
or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
Spyglass, Inc. its officers and directors may be deemed to be participants in
the solicitation of proxies from Spyglass shareholders with respect to the
transactions contemplated by the merger agreement referenced in the foregoing
information. Information regarding such officers and directors is included in
Spyglass' annual report on Form 10-K for the year ended September 30, 1999 filed
with the SEC on December 22, 1999. This document is available free of charge at
the SEC website at www.sec.gov and from the Spyglass contact listed below.
THIS PRESS RELEASE IS BEING FILED PURSUANT TO RULE 425 UNDER THE SECURITIES ACT
OF 1933 AND DEEMED FILED PURSUANT TO RULE14A-12 UNDER THE EXCHANGE ACT OF 1934.
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF SALE OF SECURITIES.
SHAREHOLDERS OF SPYGLASS, INC. AND OTHER INVESTORS ARE URGED TO READ THE JOINT
PROXY STATEMENT/PROSPECTUS WHICH IS INCLUDED IN THE REGISTRATION STATEMENT ON
FORM F-4 FILED BY OPENTV CORP. IN CONNECTION WITH THE MERGER BECAUSE IT CONTAINS
IMPORTANT INFORMATION. THE JOINT PROXY STATEMENT/PROSPECTUS IS AVAILABLE FREE OF
CHARGE ON THE SEC WEBSITE AT WWW.SEC.GOV AND FROM SPYGLASS, INC. THROUGH THE
CONTACTS LISTED BELOW.
Contact:
Amanda Ingalls, Spyglass, Inc. (Press)
1.630.245.6512 or [email protected]
Bruce Beerbower, Spyglass, Inc. (Investors/Analysts)
1.630.245.6656 or [email protected]
