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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13E-3
(RULE 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
(Amendment No. 1)
RULE 13e-3
TRANSACTION STATEMENT
UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
StarMedia Network, Inc.
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(Name of Issuer)
StarMedia Network, Inc.
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(Names of Person(s) Filing Statement)
Common Stock, $0.001 par value per share
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(Title of Class of Securities)
855546107
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(CUSIP Number of Class of Securities)
Jose Manuel Tost
President
StarMedia Network, Inc.
999 Brickell Ave.
Suite #808
Miami, Florida 33131
(305) 938-3000
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(Name, address, and telephone numbers of person authorized to receive
notices and communications on behalf of filing persons)
Copy To:
Brian J. Lane, Esq.
Gibson, Dunn & Crutcher LLP
1050 Connecticut Avenue, N.W.
Washington, D.C. 20036
(202) 955-8500
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This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. [_] The filing of a registration statement under the Securities Act
of 1933.
c. [_] A tender offer.
d. [_] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [X]
Check the following box if the filing is a final amendment reporting
the results of the transaction: [_]
CALCULATION OF FILING FEE
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Transaction valuation* Amount of filing fee**
$1,200 $0.24
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* For purposes of calculating the fee only. This amount assumes the acquisition
of 120,000 shares of common stock of the subject company for $0.01 per share in
cash in lieu of issuing fractional shares in connection with the one-for-one
thousand reverse stock split. This $0.01 multiplier constitutes the estimated
cash consideration to be paid per share in lieu of the issuance of any
fractional shares, that will be determined by the average of the bid and
asked prices of the Common Stock for the ten (10) trading days immediately
preceding the Effective Date.
** Previously paid on September 24, 2002.
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $ Filing Party:
Form or Registration No.: Date Filed:
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TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
Concurrently with the filing of this Amendment No. 1 to Schedule
13E-3, StarMedia Network, Inc. is filing with the Securities and Exchange
Commission (the "Commission") an amended preliminary proxy statement (the
"Proxy Statement"). A copy of the Proxy Statement is filed herewith as
Exhibit 1. The information in the Proxy Statement is expressly incorporated
herein by reference in response to all items of this Schedule l3E-3. The
Proxy Statement is in preliminary form and is subject to completion or
amendment. Capitalized terms used but not defined in this statement shall
have the meanings given to them in the Proxy Statement.
ITEM 1. SUMMARY TERM SHEET.
The required information is incorporated herein by reference to the
section of Exhibit 1 entitled "SUMMARY TERM SHEET FOR REVERSE STOCK SPLIT."
ITEM 2. SUBJECT COMPANY INFORMATION.
The name of the subject company is StarMedia Network, Inc. and the
address and telephone number of its principal executive offices are 999 Brickell
Ave., Suite #808, Miami, Florida 33131, (305) 938-3000. The subject class of
equity securities is common stock, $0.001 par value per share. As of September
12, 2002, there were approximately 79,969,230 shares of common stock issued and
outstanding. The required information regarding the trading market of the common
stock, the high and low sale prices of the common stock and dividends paid with
respect to the common stock is incorporated herein by reference to the section
of Exhibit 1 entitled "MARKET FOR THE COMPANY'S COMMON STOCK."
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
The filing person is the subject company, StarMedia Network, Inc. The
required information regarding the Company is set forth in Item 2 above.
None of the persons specified in Instruction C to Schedule 13E-3, nor
to their best knowledge, any of the persons listed in Exhibit 2 attached hereto
has during the last five years (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a party to
any judicial or administrative proceeding (except for matters that were
dismissed without sanction or settlement) that resulted in a judgment, decree or
final order enjoining him, her or it, as the case may be, from future violations
of, or prohibiting activities subject to, federal or state securities laws or
finding any violation of such laws.
ITEM 4. TERMS OF THE TRANSACTION.
The required information is incorporated herein by reference to the
sections of Exhibit 1 entitled "SUMMARY TERM SHEET FOR REVERSE STOCK SPLIT"
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and "PROPOSAL THREE: PROPOSAL TO AMEND THE COMPANY'S AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT OF THE COMMON
STOCK."
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
The required information is incorporated herein by reference to the
sections of Exhibit 1 entitled "ANALYSIS - CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS" and "PROPOSAL THREE: PROPOSAL TO AMEND THE COMPANY'S AMENDED AND
RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT OF THE
COMMON STOCK -- Special Factors -- Recommendation of the Board; Fairness of the
Transaction."
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
The required information is incorporated herein by reference to the
sections of Exhibit 1 entitled "PROPOSAL THREE: PROPOSAL TO AMEND THE COMPANY'S
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK
SPLIT OF THE COMMON STOCK -- Special Factors -- Exchange of Stock Certificates"
and "PROPOSAL THREE: PROPOSAL TO AMEND THE COMPANY'S AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT OF THE COMMON STOCK
- -- Special Factors -- Conduct of the Company's Business After the Transaction."
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
The required information is incorporated herein by reference to the
sections of Exhibit 1 entitled "PROPOSAL THREE: PROPOSAL TO AMEND THE COMPANY'S
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK
SPLIT OF THE COMMON STOCK -- Special Factors -- Background of the Reverse
Split," "--Purpose of the Split Amendment," "--Board Consideration," "--Source
of Funds and Financial Effect of the Transaction," "--Effect of the Proposed
Reverse Split on Stockholders," "--Effect of the Proposed Reverse Split on the
Company," "--Material Federal Income Tax Consequences" and "--Tax Consequences
to Stockholders Who Are Cashed Out in the Reverse Split."
ITEM 8. FAIRNESS OF THE TRANSACTION.
The required information is incorporated herein by reference to the
sections of Exhibit 1 entitled "PROPOSAL THREE: PROPOSAL TO AMEND THE COMPANY'S
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK
SPLIT OF THE COMMON STOCK -- Special Factors -- Recommendation of the Board;
Fairness of the Transaction," "--Board Consideration" " and "SUMMARY TERM
SHEET."
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ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
The required information is incorporated herein by reference to the
section of Exhibit 1 entitled "PROPOSAL THREE: PROPOSAL TO AMEND THE COMPANY'S
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK
SPLIT OF THE COMMON STOCK -- Special Factors -- Recommendation of the Board" and
"--Board Consideration."
ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The required information is incorporated herein by reference to the
section of Exhibit 1 entitled "PROPOSAL THREE: PROPOSAL TO AMEND THE COMPANY'S
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK
SPLIT OF THE COMMON STOCK -- Special Factors -- Source of Funds and Financial
Effect of Transaction."
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The required information is incorporated herein by reference to the
sections of Exhibit 1 entitled "Security Ownership of Certain Beneficial Owners
and Management."
ITEM 12. THE SOLICITATION OR RECOMMENDATION.
The required information is incorporated herein by reference to the
section of Exhibit 1 entitled "PROPOSAL THREE: PROPOSAL TO AMEND THE COMPANY'S
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK
SPLIT OF THE COMMON STOCK -- Special Factors -- Recommendation of the Board;
Fairness of the Transaction."
ITEM 13. FINANCIAL STATEMENTS.
The required information is incorporated herein by reference to the
sections of Exhibit 1 entitled "PROPOSAL THREE: PROPOSAL TO AMEND THE COMPANY'S
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK
SPLIT OF THE COMMON STOCK -- Special Factors -- Source of Funds and Financial
Effect of the Transaction" and "-- Other Information."
ITEM 14. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
The required information is incorporated herein by reference to the
section of Exhibit 1 entitled "QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS
AND THE ANNUAL MEETING."
ITEM 15. ADDITIONAL INFORMATION
Not applicable.
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ITEM 16. EXHIBITS.
1. Amended Preliminary Proxy Statement and form of Proxy Card
under Regulation 14A, dated as of November ___, 2002.*
2. List of Directors and Executive Officers
* Incorporated by reference to the Proxy Statement filed with
the Commission by StarMedia Network, Inc. on November __,
2002.
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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.
Date: November 27, 2002
STARMEDIA NETWORK, INC.
By: /s/ Michael Hartman
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Name: Michael Hartman
Title: General Counsel and Secretary
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