- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
16 November 2010 - 9:11AM
Edgar (US Regulatory)
UNITED
STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
x
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Filed by a Party other than the
Registrant
o
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Check the appropriate box:
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o
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Preliminary Proxy Statement
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o
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Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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o
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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o
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Soliciting Material Pursuant to
§240.14a-12
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Internet Brands, Inc.
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the
appropriate box):
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x
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No fee required.
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o
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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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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary
materials.
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o
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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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(3)
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Filing Party:
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(4)
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Date Filed:
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Internet
Brands, Inc. Important Notice Regarding the Availability of Proxy Materials
for the Special Meeting of Stockholders to Be Held on Thursday, December 16,
2010 The Proxy Statement and other proxy materials are available at:
http://www.inetproxymaterials.com Dear Internet Brands, Inc. Stockholder: A
Special Meeting of Stockholders of Internet Brands, Inc. (the Company) will
be held at the Companys headquarters, 909 N. Sepulveda Blvd., 11th Fl., El
Segundo, CA 90245, on Thursday, December 16, 2010, at 8:00 a.m. (local time).
Proposals to be considered at the Special Meeting: (1) to consider and vote
upon a proposal to adopt the Agreement and Plan of Merger, dated as of
September 17, 2010, as it may be amended from time to time, by and among the
Company, Micro Holding Corp., a Delaware corporation, and Micro Acquisition
Corp., a Delaware corporation and a wholly owned subsidiary of Micro Holding
Corp.; and (2) to approve the adjournment of the Special Meeting, if
necessary or appropriate, to solicit additional proxies if there are
insufficient votes at the time of the Special Meeting to adopt the merger
agreement. The Board of Directors recommends a vote FOR Proposals 1 and 2.
The Board of Directors has fixed the close of business on November 9, 2010 as
the record date (the Record Date) for the determination of stockholders
entitled to receive notice of and to vote at the Special Meeting or any
adjournment(s) thereof. INTERNET BRANDS, INC. 85786-2 TO VOTE YOUR SHARES SEE
INSTRUCTIONS ON REVERSE SIDE This is not a proxy card. You cannot use this
notice to vote your shares.
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Stockholders of
record as of the Record Date are encouraged and cordially invited to attend
the Special Meeting. Meeting Location: Internet Brands, Inc. Headquarters 909
N. Sepulveda Blvd., 11th Fl. El Segundo, CA 90245 The following materials are
available for you to review online: the Companys Proxy Statement for the
Special Meeting (including all attachments thereto); and any amendments to
the foregoing materials that are required to be furnished to stockholders.
The Proxy Materials for Internet Brands, Inc. are available to review at:
http://www.inetproxymaterials.com Have this notice available when you want to
view your proxy materials online OR WHEN YOU WANT TO VOTE YOUR PROXY
ELECTRONICALLY. 85786-2 HOW TO VOTE BY INTERNET We encourage you to review
the proxy materials online before voting. Use the Internet to vote your
shares. Have this notice in hand when you access the above website. In the
section Registered Stockholders, click on the Mellon hyperlink to access
the electronic proxy card and vote your shares. You will need to reference
the 11-digit control number located on the reverse side. You may also vote
your shares directly at: http://proxyvoting.com/inet
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