- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
August 10 2009 - 5:10PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of
1934
Filed by the Registrant
x
Filed by a Party other than the Registrant
¨
Check the appropriate box:
¨
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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x
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Soliciting Material Under Rule 14a-12
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WEBMEDIABRANDS 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):
¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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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)
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Proposed maximum aggregate value of transaction:
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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)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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Email sent on August 9, 2009, by Alan Meckler, Chairman and Chief Executive Officer of WebMediaBrands Inc., to
Employees of WebMediaBrands Inc.
I delayed sending my August note due to the news that you will read tomorrow morning that we signed an agreement to
sell our Internet.com assets to a private company called QuinStreet of Foster City, California. We will continue to own and operate mediabistro.com, the graphics.com network, semanticweb.com and our events.
A few things to note:
1. The actual sale cannot take place until our
stockholders approve the sale. The closing of the deal will happen around late September or so.
2. During this period between signing and closing
WebMediaBrands continues to operate Internet.com as usual.
3. Approximately 70 of our colleagues will be leaving WMB. These people will be offered
employment by QuinStreet. Should offers be accepted these people will remain WMB employees until closing of the sale. Our understanding is that QuinStreet will be moving NYC employees to new space in NYC and CT employees to a new CT office. They
will take over the SF office space. Quinstreet will be having a conference call with prospective future employees on Monday.
4. Those affected by the sale
continue as regular employees of WMB until they become QuinStreet employees at the closing of the sale. QuinStreet personnel will be visiting our NYC, Darien and SF offices this week to meet the 70 people that are part of the deal and to go over
QuinStreet offers and to explain the history and future of their company.
5. I cannot comment in depth about the proposed sale until the close. The
proposed sale is bittersweet for me as so much of my career has been tied to Internet.com and I have many close ties to loyal people associated with this business.
This sale strengthens WMB. It gives us a strong balance sheet and allows us to invest freely in our remaining properties. I believe that our company is very stable and has a bright future. Growth for the remaining business is dependent on a
decent economy. We will continue to work hard and be ready to take advantage of the coming economic turn.
Alan
Please pardon the boiler plate below but due to the nature of this email it is necessary to include the following:
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Statements in this document that are not historical facts are forward-looking statements under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The potential risks and uncertainties address a variety of subjects including, for example, the
competitive environment in which WebMediaBrands competes; the unpredictability of WebMediaBrands future revenues, expenses, cash flows and stock price; WebMediaBrands ability to protect its intellectual property; the ability of the
parties to satisfy the conditions to the completion of the transactions contemplated by the asset purchase agreement; the parties ability to meet expectations regarding the timing for completion of the transactions contemplated by the asset
purchase agreement; the retention of certain key employees at WebMediaBrands; and the outcome of any legal proceedings that might be instituted against WebMediaBrands and others following the announcement of the asset purchase agreement.
For a more detailed discussion of such risks and uncertainties, refer to WebMediaBrands reports filed with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934. The forward-looking statements included herein are made as of the date of this press release, and WebMediaBrands assumes no obligation to update the forward-looking statements after the date hereof, except as
required by law.
Important Additional Information Regarding the Asset Purchase Agreement will be filed with the SEC
This communication is not a solicitation of a proxy from any security holder of WebMediaBrands. In connection with the asset purchase agreement, WebMediaBrands will file
with the U.S. Securities and Exchange Commission a preliminary proxy statement and a definitive proxy statement. THE PROXY STATEMENT WILL BE SENT TO WEBMEDIABRANDS STOCKHOLDERS, WHO ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS
WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND THE PARTIES TO THE ASSET PURCHASE AGREEMENT. WebMediaBrands investors and security holders may obtain free copies of these documents (when they are
available) and other documents filed with the Securities and Exchange Commission at its web site at
www.sec.gov
. In addition, investors and security holders may obtain free copies of the documents filed with the Securities and Exchange
Commission by going to WebMediaBrands Investors page on its corporate website at
http://www.webmediabrands.com/corporate/investors.html
.
WebMediaBrands and its directors and officers might be deemed to be participants in the solicitation of proxies from the stockholders of WebMediaBrands in connection with the asset purchase agreement and the proposed
transaction. Information about WebMediaBrands and its directors and officers can be found in its proxy statements on Schedule 14A and annual reports on Form 10-K filed with the Securities and Exchange Commission, as well as on WebMediaBrands
Investors page on its corporate website at
http://www.webmediabrands.com/corporate/investors.html
. Additional information regarding the interests of those persons may be obtained by reading the proxy statement for the proposed transaction
when it becomes available.
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