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Filed by autobytel.com inc.
Pursuant to Rule 425 under the
Securities Act of 1933 and deemed
filed pursuant to Rule 14a-6 of
the Securities Exchange Act of
1934
Subject Company: Autoweb.com, Inc.
Commission File No. 000-25577
FIRST SUPPLEMENT
TO
JOINT PROXY STATEMENT/PROSPECTUS
OF
AUTOBYTEL.COM INC.
AND
AUTOWEB.COM INC.
DATED AUGUST 1, 2001
To the Stockholders of autobytel.com inc. ("Autobytel") and the Stockholders of
Autoweb.com, Inc. ("Autoweb"):
The following information amends and supplements the Joint Proxy
Statement/Prospectus dated July 18, 2001 of Autobytel and Autoweb (the "Joint
Proxy Statement/Prospectus"), concerning the proposed merger of Autoweb into a
wholly-owned subsidiary of Autobytel after which, each share of Autoweb common
stock will be exchanged for 0.3553 shares of Autobytel common stock and certain
options to purchase Autoweb common stock will be assumed by Autobytel with
appropriate adjustments (the "Merger").
This First Supplement, dated August 1, 2001, to the Joint Proxy
Statement/Prospectus (the "Supplement") provides information with respect to
certain lawsuits that have been filed against certain of the underwriters of
Autobytel's initial public offering.
On Wednesday, July 25, 2001, a purported class action lawsuit was filed in
the United States District Court for the Southern District of New York against
some of the underwriters involved in Autobytel's initial public offering. The
complaint alleges violations of the Securities Act of 1933 and of the Securities
Exchange Act of 1934 involving alleged undisclosed compensation to the
underwriters and improper practices by the underwriters in connection with
Autobytel's initial public offering. The complaint seeks unspecified damages.
These alleged violations are similar to those made against Autoweb and some of
its underwriters in the lawsuits against them relating to Autoweb's initial
public offering which are described in the Joint Proxy Statement/Prospectus.
It is not unusual, when securities class actions are filed, to see other
plaintiffs filing additional lawsuits making similar allegations to those filed
in the original case. There are already similar lawsuits pending against some of
the same underwriters, with respect to the initial public offerings of other
companies, many of which also make claims against the companies involved and
their officers and directors.
Although the lawsuit filed on July 25, 2001 does not name Autobytel or any
of its officers or directors, if additional lawsuits are filed by other
plaintiffs, it is possible that those could include claims against Autobytel or
its officers or directors. Autobytel is not aware of any practices by its
underwriters such as those described in the complaint which was filed on July
25, 2001. If Autobytel
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or its officers or directors are named in any additional lawsuits filed or are
added as defendants in the lawsuit which has been filed, Autobytel believes it
and the officers and directors would have meritorious defenses in any such
proceedings and would intend, if named, to vigorously defend any actions filed.
However, any litigation of this type, even if not meritorious, could result in
substantial costs and diversion of resources and management's attention. In
addition, an adverse outcome in any such litigation could materially affect
Autobytel's, or, after the Merger, the combined companies' business, results of
operations and financial condition. Autobytel believes that, should this or any
similar claim be successful, it would have a right to indemnification from the
underwriters involved in its initial public offering.
Autobytel and Autoweb appreciate your consideration of this matter.
Mark W. Lorimer
President and Chief Executive Officer
autobytel.com inc.
Jeffrey A. Schwartz
President and Chief Executive Officer
Autoweb.com, Inc.
IF A STOCKHOLDER HAS ALREADY RETURNED A PROXY CARD AND WISHES TO CHANGE THE VOTE
CAST, THE STOCKHOLDER MAY DO SO BY: 1) DELIVERING A SIGNED SUBSEQUENT PROXY; 2)
DELIVERING WRITTEN NOTICE TO AUTOBYTEL OR AUTOWEB PURSUANT TO THE INSTRUCTIONS
SET FORTH IN THE JOINT PROXY STATEMENT/PROSPECTUS; OR 3) ATTENDING THE ANNUAL
MEETING AND VOTING IN PERSON. STOCKHOLDERS WHO HAVE PREVIOUSLY RETURNED A PROXY
CARD AND DO NOT WISH TO CHANGE THE VOTE CAST DO NOT NEED TO TAKE ANY FURTHER
ACTION IN ORDER TO HAVE THEIR SHARES VOTED PURSUANT TO SUCH PROXY. STOCKHOLDERS
WHO HAVE NOT YET RETURNED A PROXY CARD ARE URGED TO DO SO. YOUR VOTE IS VERY
IMPORTANT. AN ADDITIONAL PROXY CARD IS ENCLOSED WITH THIS LETTER FOR USE BY
STOCKHOLDERS WHO HAVE NOT VOTED OR WHO WISH TO CHANGE THEIR VOTE.
The Joint Proxy Statement/Prospectus contains important information which should
be read carefully before any decision is made with respect to the Merger. The
Joint Proxy Statement/Prospectus was filed by Autobytel and Autoweb with the
Securities and Exchange Commission on July 18, 2001 as part of Autobytel's
Registration Statement on Form S-4. Investors and securityholders may obtain a
free copy of the Registration Statement, the Joint Proxy Statement/Prospectus
and other reports, documents, proxy statements and other information filed by
Autobytel and Autoweb with the Securities and Exchange Commission at the
Commission's web site at www.sec.gov. The Joint Proxy Statement/Prospectus and
these other documents may also be obtained free of charge from Autobytel by
calling 949-862-1355 or by emailing to investor@Autobytel.com or from Autoweb by
calling 800-707-9552.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.