DFAN14A 1 0001.txt DFAN14A SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) Filed by the Registrant / / Filed by a Party other than the Registrant: /X/ Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) / / Definitive Proxy Statement /X/ Definitive Additional Materials / / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 INTERACTIVE NETWORK, INC. (Name of Registrant as Specified In Its Charter) INTERACTIVE NETWORK INDEPENDENT SHAREHOLDERS COMMITTEE (Name of Persons(s) Filing Proxy Statement) Payment of Filing Fee (Check the appropriate box): /X/ No fee required. / / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: / / Fee paid previously with preliminary materials: / / 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. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: -2- Interactive Network Independent Shareholders Committee 26 Woodhill Road Tenafly, N.J. 07670 Tel No. (201) 567-4415 Fax No. (201) 567-4592 [ ] [address ] [ ] Re: Interactive Network Independent Shareholders Committee Dear ___________: I am forwarding to you the materials which we spoke of yesterday in the hope that it might be helpful in your understanding of our position relative to your voting the shares (Common Stock) of INTERACTIVE NETWORK, INC. owned by ______________. I am a member of the Shareholders Committee, an advisor to and the original underwriter of Interactive Network, and a substantial shareholder. I am proposing an option to the shareholders which would expand the Board of Director and nominate 5 additional people. Given the complexity and importance of the decisions facing "your company" over the next 12 months, it was mine and the opinion of many other shareholders, that a more experienced and diversified representation on the Board of Directors was imperative. The Company, for some unexplained reason deferred our request, as it feels qualified to make all these decisions without additional assistance. If it would be possible to discuss these issues with you in the next few days (the annual meeting is Friday next), I would be most appreciative. Your input and perspectives are most valued to us and we look forward to working together with you in an effort to improve Interactive Network's opportunity for success. Your truly, The Shareholders Committee /s/ Robert H. Hesse -------------------- Robert H. Hesse