SCHEDULE 14A INFORMATION
(RULE 14a-101)
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, For Use of the
[_] Definitive Proxy Statement Commission Only (as permitted
[X] Definitive Additional Materials by Rule 14a-6(e)(2))
[_] Soliciting Material Under Rule
14a-11(c) or Rule 14a-12
eUNIVERSE, INC.
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
BRAD D. GREENSPAN
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(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
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):
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4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
5) Total fee paid:
________________________________________________________________________________
[_] 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:
________________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
________________________________________________________________________________
3) Filing Party:
________________________________________________________________________________
4) Date Filed:
________________________________________________________________________________
FOR IMMEDIATE RELEASE
FOR FURTHER INFORMATION, CONTACT:
ARTHUR B. CROZIER
INNISFREE M&A INCORPORATED
212-750-5833
BRAD GREENSPAN RELEASES LETTER REGARDING PARTICIPATION RIGHTS EUNIVERSE (OTC:
EUNI.PK) INCUMBENT DIRECTORS APPROVED IN VANTAGEPOINT TRANSACTION
Los Angeles, CA - January 26, 2004 - Brad Greenspan released the following
letter to eUniverse, Inc. (OTC: EUNI.PK) stockholders today.
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THE EUNIVERSE ANNUAL MEETING IS NOW ONLY 3 DAYS AWAY --- ON
THURSDAY, JANUARY 29
WE'VE TOLD YOU ABOUT THEIR VETO RIGHTS, NOW CONSIDER THEIR
PARTICIPATION RIGHTS
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YOUR INTERESTS AS COMMON STOCKHOLDERS ARE VERY DIFFERENT FROM THOSE OF
VANTAGEPOINT - LOOK AT THE MATH
AS YOU MAKE YOUR VOTING DECISION, CONSIDER WHAT VANTAGEPOINT WILL BE ENTITLED TO
RECEIVE COMPARED TO WHAT, IF ANYTHING, WILL BE LEFT FOR THE COMMON STOCKHOLDERS
IF EUNIVERSE IS SOLD OR MERGED
THEN REMEMBER THAT THE INCUMBENT DIRECTOR NOMINEES APPROVED THE VANTAGEPOINT
SERIES C PREFERRED STOCK FINANCING AND CONSIDER WHO WILL PROTECT THE VALUE OF
YOUR INVESTMENT IN THE FUTURE!
Mr. Greenspan opposed the terms of the Series C Preferred stock, sold at an
effective price of $1.38 per share, for a number of reasons, including the
highly dilutive economics as compared to the $1.85 common stock financing.
THE SERIES C PREFERRED STOCK OF EUNIVERSE IS A PARTICIPATING PREFERRED
INSTRUMENT. That means that before common stockholders get anything from a
reorganization, merger,
change of control or consolidation of eUniverse or sale or other disposition of
all or substantially all of the assets of eUniverse,
VantagePoint can elect to receive:
(i) ALL their original Series C Preferred Stock investment back, PLUS
(ii) the 8% cumulative dividend, PLUS
(iii) their pro-rata share of the balance, if any, on an as-converted to
Common Stock basis.
IF EUNIVERSE IS SOLD OR MERGED AT ANY PRICE, VANTAGEPOINT WILL RECEIVE
SUBSTANTIALLY MORE OF THE PROCEEDS THAN THEY WOULD IF THE SERIES C PREFERRED HAD
NO PARTICIPATION RIGHTS, OR THEY HELD JUST COMMON STOCK.
In fact, Institutional Shareholder Services said "we would have preferred to see
the company obtain a fairness opinion on the transaction". Mr. Greenspan agreed
- - he asked the board to have the transaction reviewed by investment bankers, who
were at the company's offices at that time. As previously stated, the incumbent
board refused to seek the advice of investment bankers, and approved the
transaction after half-an-hour of discussion.
These economics are among the reasons Mr. Greenspan voted against the
VantagePoint transaction, favored a common stock transaction at a higher per
share price, and resigned from the company.
The eUniverse Board may need to consider and negotiate a merger or sale of
eUniverse (that VantagePoint may choose not to veto). By doing the math, you
will see that at various valuations, VantagePoint's return, even if they do not
convert debt to additional Series C Preferred Stock, will be materially greater
than returns available to the common stockholders. Who should you trust to
participate in those negotiations - our independent, experienced nominees or the
incumbent directors who agreed to these onerous provisions in the first place?
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AN INDEPENDENT, CONFLICT-FREE BOARD IS REQUIRED TO PROTECT
YOUR INTERESTS
THE CHOICE IS CLEAR. VOTE THE BLUE PROXY CARD TODAY TO
PROTECT THE VALUE OF YOUR INVESTMENT!
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If you have any questions, or need any assistance in voting your shares, please
call Innisfree M&A Incorporated, toll-free-at 1-888-750-5834.
Thank you for your support,
/s/ Brad D. Greenspan
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Brad D. Greenspan