DEFA14A
UNITED STATES
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 þ
Filed by a Party other than the Registrant o
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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Soliciting Material Pursuant to §240.14a-12 |
GSI Commerce, 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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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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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
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Proposed maximum aggregate value of transaction: |
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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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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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Filing Party: |
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Date Filed: |
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On April 4, 2011, the following information was provided via email to certain employees of GSI
Commerce, Inc.:
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To:
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GSI Employees Moving to NRG Commerce, LLC |
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From:
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NRG Commerce, LLC |
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Date:
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April 4, 2011 |
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Subject:
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GSI Equity FAQ Follow-up |
This FAQ is a follow-up to the document sent regarding how the pending eBay merger and subsequent
acquisition of certain GSI businesses by NRG Commerce, LLC (which we refer to as the
acquisition), a newly-formed, privately held company owned and controlled by Michael Rubin
(NRG), will affect your GSI equity-based grants that are currently issued and outstanding. This
FAQ supplements the FAQ previously distributed last Friday, which applies to all employees of GSI.
This FAQ provides additional detail about the conversion of equity compensation held by GSI
employees who would transition to an NRG company in connection with the acquisition. More
information may be provided closer to the closing date of the merger.
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If I am a GSI employee who would transition to an NRG company in connection with the
acquisition, what will happen to my unvested GSI restricted stock units (RSUs) after I
transition to an NRG company? |
The value of your unvested GSI RSUs will not be forfeited at the time of the closing of the
merger between eBay and GSI. Similarly, unvested GSI RSUs will not accelerate and vest as a
result of the merger. This is generally true for all GSI employees who remain part of GSI/eBay
as well as those employees who would be leaving GSI and joining NRG.
For employees transitioning to an NRG company, in connection with the acquisition, unvested GSI
RSUs will be converted into the right to receive a cash payment, the value of which will be
determined by multiplying the number of unvested GSI RSUs by $29.25. Upon vesting, you will
be entitled to receive a cash payment, less applicable taxes. The vesting and other terms and
conditions applicable to the cash payment will be substantially similar to those in place today
for your unvested GSI RSUs, and the time vesting schedules applicable to the cash payment will
be the same as those that are in place today for those unvested RSUs.
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If I am a GSI employee who would transition to an NRG company in connection with the
acquisition, what will happen to my unvested GSI Stock Options after I transition to an NRG
company? |
As of the effective time of the acquisition, each unvested option to purchase GSI common stock
with an exercise price less than $29.25 per share will be converted into the right to receive a
cash payment, the value of which will be determined by multiplying $29.25 less the exercise
price per option, by the number of GSI shares subject to such option.
For example, assume you hold options to purchase 1,000 shares of GSI common stock at an exercise
price of $15.00 per share. Upon closing of the acquisition, the value of these unvested options
will be $14,250, which is equal to $29.25 less $15.00, multiplied by 1,000. This amount will
not be converted into shares of stock of NRG. Rather, upon vesting, this is the amount of the
cash payment to which you would be entitled, less applicable taxes. The vesting and other terms
and conditions applicable to your GSI stock options will be substantially similar to those in
place today, and the time vesting schedules applicable to those options will be the same as
those that are in place today.
Caution 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 eBay 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.
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 Commerces 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 SECs 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 Commerces 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 SECs 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 Commerces 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.