sec document
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
Filed by the Registrant /X/
Filed by a party other than the Registrant /_/
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
/_/ Definitive additional materials
/X/ Soliciting material under Rule 14a-12
LYNCH INTERACTIVE CORPORATION
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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)
Payment of filing fee (Check the appropriate box):
/X/ No fee required.
/_/ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: Not
applicable
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(2) Aggregate number of securities to which transaction applies: Not applicable
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(3) 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): Not applicable
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(4) Proposed maximum aggregate value of transaction: Not applicable
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(5) Total fee paid: Not applicable
/_/ 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: Not applicable
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(2) Form, Schedule or Registration Statement No.: Not applicable
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(3) Filing Party: Not applicable
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(4) Date Filed: Not applicable
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EXPLANATORY NOTE
Lynch Interactive Corporation (the "Company") is filing materials contained
in this Schedule 14A with the Securities and Exchange Commission (the "SEC") in
connection with a possible solicitation of proxies in support of a reverse stock
split at the next annual meeting of the stockholders of the Company. Attached
hereto is a press release announcing that the Company's Board of Directors had
instructed management to include a proposal to approve the reverse stock split
in its proxy statement for the 2005 annual meeting of stockholders.
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LYNCH INTERACTIVE TO CONSIDER GOING DARK
RYE, New York, March 11, 2005 - Lynch Interactive Corporation (ASE:LIC)
announced today that its Board of Directors had instructed management to include
in its proxy statement for the 2005 annual meeting a proposal that the
shareholders give the Board of Directors authority to execute a "going dark"
transaction, pursuant to which the company would reduce its number of
shareholders of record below 300 through a reverse stock split and then delist
from the American Stock Exchange, thereby suspending its reporting applications
under the Securities Exchange Act of 1934. Details concerning the transaction
and the reasons for it will be included in the company's proxy statement.
* * * * * * *
This release contains certain forward-looking information within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, including without limitation,
spectrum investment, and performance and financial targets for 2004. It should
be recognized that such information is based upon certain assumptions,
projections and forecasts, including without limitation business conditions and
financial markets, regulatory actions and initiatives, and the cautionary
statements set forth in documents filed by Interactive with the Securities and
Exchange Commission. As a result, there can be no assurance that any possible
transactions will be accomplished or be successful or that financial targets
will be met, and such information is subject to uncertainties, risks and
inaccuracies, which could be material.
Interactive is a holding company with subsidiaries in multimedia and actively
seeks acquisitions, principally in existing business areas.
Interactive is listed on the American Stock Exchange under the symbol LIC.
Interactive's World Wide Web address is: http://www.lynchinteractivecorp.com.
* * * * * * *
Contact: John A. Cole
Vice President, Corporate Development,
Secretary and General Counsel (914/921-8821)
Release: 05-04
401 Theodore Fremd Avenue, Rye, New York 10580 - Tel: 914-921-8821 - Fax:
914-921-6410
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SUPPLEMENTAL INFORMATION
The Company intends to make a preliminary filing with the SEC of proxy
materials to be used to solicit votes for the approval of the reverse stock
split to effect the going private transaction. The Company strongly advises all
stockholders of the Company to read the proxy statement and any other relevant
documents when it is available because it will contain important information.
Such proxy statement and any other relevant documents will be available at no
charge on the SEC's web site at http://www.sec.gov.
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