0000950123-11-030270.txt : 20110329 0000950123-11-030270.hdr.sgml : 20110329 20110329172858 ACCESSION NUMBER: 0000950123-11-030270 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110329 DATE AS OF CHANGE: 20110329 EFFECTIVENESS DATE: 20110329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GSI COMMERCE INC CENTRAL INDEX KEY: 0000828750 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 042958132 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-16611 FILM NUMBER: 11719665 BUSINESS ADDRESS: STREET 1: 935 FIRST AVE CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 BUSINESS PHONE: 6104917000 MAIL ADDRESS: STREET 1: 935 FIRST AVE CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 FORMER COMPANY: FORMER CONFORMED NAME: GLOBAL SPORTS INC DATE OF NAME CHANGE: 19971223 DEFA14A 1 c14821defa14a.htm SOLICITING MATERIAL PURSUANT TO 240.14A-12 defa14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
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Exchange Act of 1934 (Amendment No.  )
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The following is an e-mail correspondence that was transmitted to all clients of ShopRunner, Inc., a wholly-owned subsidiary of GSI Commerce, Inc., on March 28, 2011:

Dear ShopRunner Partners and Friends:

As you likely have heard by now, this morning Ebay announced a deal to acquire GSI Commerce.  I wanted to make sure that I personally reached out as fast possible to communicate what this means for ShopRunner and its stakeholders.

This transaction is hugely positive news for ShopRunner and our partners.  As part of the deal, Ebay will divest itself of 70% of ShopRunner.  By being a separate and private company, we gain a ton of flexibility in making the right decisions to capitalize on the tremendous momentum we have achieved to date.  Additionally, this transaction properly viewed around the ShopRunner aspects is a huge endorsement of ShopRunner by Ebay.  They become a strategic, significant minority shareholder in ShopRunner and ShopRunner is now a very well capitalized hyper-growth company with the resources and relationships to over-deliver against our short and long-term growth plans.

I wanted to keep this short and simple for now and to commit that we will be reaching out with additional information in the coming days, weeks and months.  For now though, the bottom-line is this, we couldn’t be more thrilled about today’s news.  ShopRunner, our partners, our members and our employees will benefit from this event in several important ways and we are more confident and excited about our future than we have been at any other time. 

As you all know, we are committed to pro-active communication with our stakeholders.  Additionally, myself and the whole ShopRunner team are always here 24/7 when you need or want to speak with us about this or anything else.  Our commitment to raising the bar on the member experience and value to our partners is our top priority and we think the news today will greatly help us to exceed both your and our expectations.

Thanks as always for your continued participation, enthusiasm and support. 

Sincerely,

Mike Golden

Cautionary Statement Regarding Forward-Looking Statements

This document includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, are forward-looking statements. These forward looking statements address, among other things activities, events or developments that we expect, believe or anticipate will or may occur in the future, including our statements relating to the anticipated effects of the proposed merger with Ernie and its anticipated benefits if consummated. These forward-looking statements are subject to a number of risks that could cause actual results to differ materially from those contained in the forward-looking statements, including the risk that our stockholders may not approve the merger and that the regulatory approvals and any other required approvals in connection with the merger may not be obtained on the proposed terms or at the times anticipated, as well as the risk factors described Item 1A of our 2010 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”).

 

 

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Currently unknown or unanticipated risks, or risks that emerge in the future, could cause actual results to differ materially from those described in forward-looking statements, and it is not possible for us to predict all such risks, or the extent to which this may cause actual results to differ from those contained in any forward-looking statement. Except as required by law, we assume no obligation to update publicly any such forward-looking statements, whether as a result of new information, future events, or otherwise.

Important Merger Information

This communication may be deemed to be solicitation material in respect of the proposed acquisition of GSI Commerce by eBay. In connection with the proposed acquisition, GSI Commerce intends to file a proxy statement on Schedule 14A with the Securities and Exchange Commission, or SEC, and GSI Commerce and eBay intend to file other relevant materials with the SEC. Stockholders of GSI Commerce are urged to read all relevant documents filed with the SEC when they become available, including GSI Commerce’s proxy statement, because they will contain important information about the proposed transaction. A definitive proxy statement will be sent to holders of GSI Commerce stock seeking their approval of the proposed transaction. This communication is not a solicitation of a proxy from any security holder of GSI Commerce.

Investors and security holders will be able to obtain the documents (when available) free of charge at the SEC’s web site, http://www.sec.gov. In addition, GSI Commerce stockholders may obtain free copies of the documents filed with the SEC when available by contacting GSI Commerce’s Investor Relations at 610-491-7068.

Such documents are not currently available. You may also read and copy any reports, statements and other information filed with the SEC at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.

GSI Commerce and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the holders of GSI Commerce common stock in respect of the proposed transaction. Information regarding the directors and executive officers of GSI Commerce is available in the 2010 Annual Report on Form 10-K, filed with the SEC on March 1, 2011, and the proxy statement for GSI Commerce’s 2010 Annual Meeting of Stockholders, filed with the SEC on April 13, 2010. Additional information regarding the interests of such potential participants will be included in the proxy statement and the other relevant documents filed with the SEC when they become available.


 

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