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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
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UPROAR INC.
(Name of Subject Company)
Uproar Inc.
(Name of Person(s) Filing Statement)
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Common Stock, par value $.01 per share
(Title of Class of Securities)
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916706104
(CUSIP Number of Class of Securities)
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Kenneth D. Cron
Chairman and Chief Executive Officer
Uproar Inc.
240 West 35th Street
New York, NY 10001
(Name, address and telephone number of person authorized to receive
notice and
communications on behalf of the person(s) filing statement).
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With a copy to:
Stephen M. Banker, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, NY 10036-6522
Telephone: (212) 735-3000
Facsimile: (212) 735-2000
|_| Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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This Amendment No. 1 (this "Amendment") amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9, dated February 16,
2001 (the "Schedule 14D-9"), of Uproar Inc., a Delaware corporation (the
"Company"), relating to the Offer (as defined below) by Flipside
Acquisition Corporation ("Merger Sub"), a Delaware corporation and wholly
owned subsidiary of Flipside, Inc., a Delaware corporation ("Purchaser"),
to purchase all of the outstanding shares of common stock, par value $.01
per share (the "Shares"), of the Company at a price of $3.00 per Share, net
to the seller in cash, upon the terms and subject to the conditions set
forth in the Offer to Purchase and the related Letter of Transmittal,
copies of which were included as Exhibits (a)(1)(1) and (a)(1)(2),
respectively, to the Tender Offer Statement on Schedule TO filed by
Purchaser and Merger Sub with the SEC on February 16, 2001. All capitalized
terms used in this Amendment but not defined herein shall have the meanings
ascribed to them in the Schedule 14D-9. The item numbers and responses
thereto are in accordance with the requirements of Schedule 14D-9.
ITEM 9. EXHIBITS.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by
inserting the following additional exhibits.
EXHIBIT
NO. DESCRIPTION
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14. Press release issued by Uproar Inc. on February 22, 2001.+
15. Letter, dated February 22, 2001, from Kenneth D. Cron, Chairman
and Chief Executive Officer of Uproar Inc., to certain former
stockholders of iwin.com, Inc. and Trafficmarketplace.com, Inc.+
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+ Filed herewith.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
By: /s/ Kenneth D. Cron
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Name: Kenneth D. Cron
Title: Chairman and Chief Executive
Officer
Dated: February 22, 2001