-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EfnE/3WkpWPX7228373v2E1Cu/xwq6QL5Wrm4HHDygl6MOl1VJRvmpRqQcntU2Ot /a0Vk+mm1Q91in2uGU2idA== 0000891020-00-000335.txt : 20000221 0000891020-00-000335.hdr.sgml : 20000221 ACCESSION NUMBER: 0000891020-00-000335 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20000210 ITEM INFORMATION: FILED AS OF DATE: 20000218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COINSTAR INC CENTRAL INDEX KEY: 0000941604 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 913156448 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-22555 FILM NUMBER: 549177 BUSINESS ADDRESS: STREET 1: 1800 114TH AVENUE SE STREET 2: SUITE 200 CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 2066446789 MAIL ADDRESS: STREET 1: 13231 S E 36TH STREET STREET 2: SUITE 200 CITY: BELLEVUE STATE: WA ZIP: 98006 8-K 1 FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): FEBRUARY 10, 2000 COINSTAR, INC. (Exact name of registrant as specified in charter) DELAWARE 000-22555 91-3156448 (State or other jurisdiction of (Commission File (IRS Employer incorporation) Number) Identification No.)
COINSTAR, INC. 1800 - 114th Avenue SE Bellevue, Washington 98004 (Address of principal executive offices) (Zip Code) (425) 943-8000 (Registrant's telephone number, including area code) 2 ITEM 5. SUBSIDIARY STOCK SALE, DEBT FINANCING AND MANAGEMENT CHANGE On February 10, 2000, Coinstar, Inc. purchased, pursuant to the terms of a Securities Purchase Agreement dated as of February 10, 2000, 10,000,000 shares of Series A-1 Convertible Preferred Stock of Meals.com, Inc. (formerly a wholly-owned subsidiary of Coinstar) for a purchase price of $10 million. Simultaneous with the purchase by Coinstar, other investors purchased 5,500,000 shares of Series A Convertible Preferred Stock of Meals.com for an aggregate purchase price of $5.5 million. Each share of Series A-1 Stock has 10 votes and is convertible into Common Stock of Meals.com. at a current conversion price of $1.00 per share. The conversion price is subject to adjustment in the event of stock dividends, stock subdivisions and combinations and extraordinary distributions, as well as the issuance of additional shares of Common Stock, or securities convertible into or exercisable for Common Stock, at a price less than the then effective conversion price. The shares of Series A-1 Stock held by Coinstar are subject to certain transfer restrictions and co-sale rights. In addition to the investment, Coinstar has provided an aggregate $15.6 million credit facility to Meals.com. To date, Coinstar has expended $5.6 million on behalf of Meals.com. These expenditures have been converted to debt, bringing the credit facility's available balance to $10 million. The Note accretes interest at the rate of interest announced from time to time by Imperial Bank as its Prime Commercial Lending Rate, plus 3% per annum. Neither interest nor principal is payable except under certain limited circumstances described in the Note. Repayment of the Note is secured by a security interest in the assets of Meals.com. Jens H. Molbak resigned from his position as Chief Executive Officer of Coinstar to serve as the full-time Chief Executive Officer of Meals.com. Daniel A. Gerrity, Coinstar's President and Chief Operating Officer has assumed the role of Chief Executive Officer of Coinstar. Mr. Molbak will remain as Chairman of the Board of Directors of Coinstar. The Senior Secured Note is filed as an exhibit to this report and is incorporated into this report by reference. This summary of the provisions of the note is not complete, and you should refer to the exhibit index for a copy of the actual note. -2- 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. COINSTAR, INC. By: /s/ Daniel A. Gerrity ------------------------------------- Daniel A. Gerrity President and Chief Executive Officer Dated: February 18, 2000 -3- 4 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION 4.1 Senior Secured Note, dated February 10, 2000, executed by Meals.com, Inc. on behalf of Coinstar, Inc. 99.1 Press Release, dated February 10, 2000. 99.2 Press Release, dated February 10, 2000.
EX-4.1 2 SENIOR SECURED NOTE 1 EXHIBIT 4.1 SENIOR SECURED NOTE $15,600,000 Seattle, Washington February 10, 2000 For value received, MEALS.COM, INC., a Delaware corporation ("BORROWER"), unconditionally promises to pay to the order of COINSTAR, INC., a Delaware corporation ("LENDER"), the principal sum of Fifteen Million Six Hundred Thousand Dollars ($15,600,000), or so much thereof as Lender may actually loan ("ADVANCE") to Borrower under this note (this "NOTE"), plus interest on the outstanding advances from the date of each advance until repaid at the rate of interest announced from time to time by Imperial Bank as its Prime Commercial Lending Rate, plus 3% per annum, compounded annually, plus all of Lender's reasonable attorneys' fees and costs, at the times and in the manner provided for in this Note. In the event Imperial Bank ceases to announce or publish its Prime Commercial Lending Rate, the Lender will set the interest rate by using a comparable index or reference rate. This is a senior secured advance note. 1. AUTHORIZED INDIVIDUALS; AUTHORIZED DOCUMENTS; BORROWER REPRESENTATION REGARDING EACH ADVANCE Borrower has authorized its Chief Executive Officer or its Chief Financial Officer each acting alone, to request advances on behalf of Borrower. Copies, certified as true and in effect by the Board of Directors of Borrower, of resolutions of the Board of Directors of Borrower authorizing those individuals to obtain advances from Lender and obligating Borrower to repay those advances with interest, fees and costs, will be provided to Lender at the time this Note is executed (i.e., signed and delivered to Lender by a duly authorized representative of Borrower). Borrower will bear all risk of loss resulting from an unauthorized advance and from misappropriation of funds disbursed pursuant to an authorized advance. Lender shall have no duty of inquiry as to authorization for any advance or for use of advance proceeds following disbursement into Borrower's account. In connection with each advance, Borrower shall be deemed to have made each of the representations and warranties set forth in Section 10 herein as of the date of the requested advance. 2. ADVANCES All advances outstanding as of the date hereof shall be deemed advances under this Note. As of the date hereof, $5,600,000 has been advanced by Lender to PAGE 1 2 Borrower and is deemed to be outstanding under this Note. Lender will keep records as to each advance, which will be conclusive evidence of all advances absent manifest error. 3. PAYMENT Borrower shall pay all outstanding principal plus all accrued interest on demand; provided, however, that demand may not be made before the earlier of (i) the date when Borrower has raised in the aggregate at least $100,000,000 in additional capital, (ii) the closing of a transaction in which the holders of the Company's Preferred Stock and Warrants outstanding on the date of this Note receive cash or registered securities in an amount equal to the then fair market value for their shares and warrants, (iii) the closing of the Company's initial public offering, as long as the underwriters for that offering have agreed to such demand and (iv) such date, if any, as may be consented to by Borrower in connection with the incurrance of additional debt as contemplated by Section 11(c). Demand may be made before such time upon the occurrence of an Event of Default (as defined in Section 13 herein). Unless otherwise agreed or required by applicable law, interest will accrue on the outstanding principal at the rates set forth herein and as long as Lender has not made demand for payment and/or no Event of Default exists, all accrued interest on the advances hereunder shall be added to and become a part of the principal outstanding under this Note on an annual basis on each anniversary of the date hereof. 4. PREPAYMENT Borrower shall have the right at any time and from time to time to prepay the principal hereof in whole or in part without premium or penalty. 5. DEFAULT RATE Following demand for payment under this Note or acceleration of this Note by reason of Borrower's default, interest will be payable at a default rate equal to five percent (5%) in excess of the rate that would otherwise be applicable. 6. OUT-OF-POCKET COSTS REIMBURSEMENT Borrower will pay on demand all reasonable costs incurred by Lender in enforcing the obligations evidenced by this Note or any of the other documents related to the advance evidenced by this Note (collectively, the "Related Documents"), including reasonable attorneys' fees and the costs of foreclosure against any collateral security, whether or not a civil action or similar proceeding (including claims and adversary proceedings in the bankruptcy court) is commenced or pursued to judgment PAGE 2 3 or an appeal thereof is filed or pursued to completion. Interest will accrue on the unpaid balance of such costs at the default rate from the tenth (10th) business day following the demand until such costs are paid. 7. USE OF PROCEEDS Borrower represents and covenants that the proceeds of the loan made to Borrower and evidenced by this Note will be used by Borrower only for working capital purposes. Borrower represents and warrants that the proceeds of the loan under this Note will be used only for commercial or business purposes, and will not be used to acquire any "margin stock" as that term is used in Regulation U of the Federal Reserve Board or to redeem outstanding securities, unless consented to by Lender. 8. BORROWER'S WAIVERS Borrower waives notice of acceptance, notice, presentment, demand, protest, dishonor, and notice of dishonor. 9. LENDER'S PREROGATIVES Lender may forbear and/or extend the maturity date or renew this Note one or more times on such terms as Lender may specify. Lender's forbearance or other failure to exercise any right or remedy upon Borrower's default shall not constitute a waiver or grounds for the claim of estoppel with respect to the default or the term involved while such default continues or in connection with any future default. 10. BORROWER'S REPRESENTATIONS AND WARRANTIES Borrower represents and warrants that: (a) Borrower has been duly formed as a corporation under Delaware law and has filed all assumed business names and other certificates required by law in connection with the formation and business operation of Borrower. (b) Borrower has been duly authorized, in accordance with the terms of its certificate of incorporation, to execute, deliver and perform Borrower's obligations under this Note and the Related Documents. (c) This Note and each of the Related Documents have been executed by duly authorized representatives of Borrower, and have been delivered to Lender by a representative of Borrower who has been duly authorized to perform such act. PAGE 3 4 (d) This Note and each of the Related Documents are the legally valid and binding obligations of Borrower, enforceable against Borrower and third persons in accordance with their terms except as such enforcement may be delayed or restricted under insolvency laws and principles of equity affecting the rights and remedies of creditors generally. (e) The execution and delivery of this Note and each of the Related Documents and the performance of the obligations evidenced by this Note and each of the Related Documents will not violate any law applicable to Borrower or constitute a default or breach of any contract to which Borrower is a party or by which its properties are bound. (f) There is no litigation, prosecution, investigation or other proceeding of any nature whatsoever, to the knowledge of Borrower, now pending or threatened, involving Borrower or its properties which would have a material adverse impact on the ability of Borrower to perform the obligations evidenced by this Note. (g) The financial information provided by Borrower to Lender is true and correct in all material respects and accurately presents the financial condition of Borrower as of the date of such information. (h) Borrower is not in default in the performance of any material obligation to any third person except for those obligations which are being contested in good faith by appropriate means and with an adequate reserve maintained for payment in the event of an adverse outcome. (i) Borrower is in compliance with all applicable laws, regulations and orders of governmental subdivisions and agencies, the noncompliance of which would be material to Borrower's financial condition, business or properties. (j) Borrower has filed all tax returns required by law to be filed and has paid all taxes and similar government impositions when due except for those taxes and impositions being contested by Borrower in good faith by appropriate means and with an adequate reserve maintained for payment in the event of an adverse outcome. (k) Borrower is not insolvent and is not the subject of any insolvency proceedings as those terms are defined in RCW 62A.1-201(22) and (23). There has been no material adverse change in Borrower's business, financial condition, and properties since the date of the last financial statements provided to Lender. (l) There has been no material adverse change in the financial condition, results of operation, prospects or otherwise of the Borrower since the date of this Note or of an advance, whichever is later. PAGE 4 5 11. BORROWER'S COVENANTS Unless Borrower shall have obtained the prior written consent of Lender, Borrower covenants and agrees that until all amounts, including principal, interest and other amounts due under this Note, are paid in full: (a) Borrower will at all times preserve and keep in full force and effect its existence as a corporation. (b) Borrower will not create or suffer to exist any liens upon or with respect to any of its properties, whether now owned or hereinafter acquired, other than such liens as will not have a material adverse effect on the business, operations, properties, assets or condition (financial or otherwise) of the Borrower. (c) Borrower will not create or suffer to exist any debt other than the debt evidenced by this Note that is payable before repayment of this Note. (d) Borrower will promptly and fully comply with all laws, regulations and orders, the noncompliance with which would have a material adverse impact on Borrower's financial condition, business or property. (e) Borrower will file all tax returns required by law to be filed and will pay all taxes and similar government impositions being contested by Borrower in good faith by appropriate means and with an adequate reserve maintained for payment in the event of an adverse outcome. (f) Borrower will provide to Lender such information as may be required to keep Lender currently and completely informed as to all material matters involving the business, financial condition and property of Borrower, including pending and threatened litigation and other governmental proceedings. (g) Borrower will promptly and in no case later than two (2) business days after Borrower has knowledge of the occurrence of an Event of Default (as defined in Section 13 hereof) or an event, act or condition that, with notice or lapse of time or both, would constitute an Event of Default, provide Lender with a certificate of the chief executive officer of Borrower specifying the nature thereof and Borrower's proposed response thereto. (h) Borrower will promptly notify Lender in writing of any loss, damage, investigation, action, suit, proceeding or claim relating to a material portion of the assets and properties of Borrower that may result in any material adverse change in Borrower's business, operations, properties, assets or condition (financial or otherwise). PAGE 5 6 (i) Borrower will keep its books of accounting in accordance with generally accepted accounting principles, consistently applied, and furnish to Lender: (i) All such financial information as may reasonably be requested by Lender; (ii) Promptly upon filing its federal income tax return, a copy of Borrower's federal income tax return, together with all schedules thereto; and (iii) As soon as practicable and in any event within thirty (30) days after the close of each fiscal quarter of Borrower, projections of Borrower's sources and uses of funds for the immediately following nine (9) months (broken down on a month-by-month basis), in form and substance satisfactory to Lender. 12. SECURITY FOR LOANS As security for the payment and performance of its obligations hereunder, the Borrower hereby grants the Lender a security interest in all of the Borrower's right, title and interest in and to the collateral described in the Security Agreement and Intellectual Property Security Agreement executed by the Borrower in favor of the Lender. 13. EVENTS OF DEFAULT Lender acknowledges that the only basis for demand to be made on this Note prior to the occurrence of any of the events described in clauses (i), (ii) or (iii) of Section 3 shall be the following "EVENTS OF DEFAULT": (a) Failure of Borrower to pay any principal under this Note when due or failure to pay any interest or other amount due under this Note within five (5) business days after the date due; or (b) Breach of either of the covenants set forth in Section 11 (b) or (c); or (c) The liquidation of the Borrower; or (d) A court having proper jurisdiction shall enter a decree or order for relief in respect to Borrower in an involuntary case under Title 11 of the United States Code entitled "BANKRUPTCY" (as now and hereinafter in effect, or any successor thereto, the "BANKRUPTCY CODE") or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, which decree or order is not stayed or any other similar relief shall be granted under any applicable federal or state law; or PAGE 6 7 (e) An involuntary case shall be commenced against Borrower under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower or all or a substantial part of its property shall have been entered, or the involuntary appointment of an interim receiver, trustee or other custodian of Borrower for all or a substantial part of its property shall have occurred, or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower; or (f) An order for relief shall be entered with respect to Borrower, or Borrower shall commence a voluntary case under the Bankruptcy Code or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case or to the conversion of an involuntary case to a voluntary case under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property, or Borrower shall make an assignment for the benefit of creditors, or Borrower shall be unable or fail or shall admit in writing its inability to pay its debts as such debts become due, or any member of Borrower shall authorize action to approve any of the foregoing. 14. REMEDIES After the occurrence and during the continuation of any Event of Default, Lender may, but shall not be obligated to, immediately demand payment of this Note without prior notice and may immediately proceed to exercise all rights and remedies that Lender may have against Borrower and any collateral of Borrower. All rights and remedies of Lender are cumulative and not exclusive and the commencement or partial exercise of any such right or remedy shall not preclude Lender from the exercise of any other right or remedy until the debts evidenced by this Note are paid in full. Lender's rights specifically include the right of setoff against any obligations owed by Lender to Borrower against Borrower's obligations to Lender as evidenced by this Note. 15. PARTICIPATIONS; NO BORROWER ASSIGNMENT; SUCCESSORS AND ASSIGNS Lender shall have the unconditional right to sell participation interests in this Note, the Related Documents and the collateral of Borrower. Borrower shall not have the right to assign its rights or obligations under this Note and any attempted assignment also shall be a default by Borrower under this Note. Subject to the foregoing restrictions on Borrower assignment, this Note and the Related Documents PAGE 7 8 shall bind and inure to the benefit of the respective successors and assigns of Borrower and Lender. 16. INTEGRATION; SUPPLEMENTING DOCUMENTS This Note and the Related Documents are the final and complete expression of the agreement of the parties hereto and are intended to supersede any prior or contemporaneous oral or written understandings and agreements relating to this Note and the collateral security between the parties hereto. This Note and the Related Documents are intended to complement and supplement one another. However, in the event of a direct conflict in terms or conditions, the terms and conditions of this Note shall govern those contained in any of the Related Documents. 17. CHOICE OF LAW Borrower and Lender have selected Washington law, except for any of its choice of law provisions that would make the law of another jurisdiction applicable to this Note, to govern the construction and enforcement of this Note. In construing this Note and the Related Documents, resort first shall be had to the definitions and substantive terms of the Uniform Commercial Code and the Bankruptcy Code before any other source. 18. JURISDICTIONAL CONSENT Borrower hereby submits to the jurisdiction of any state or federal court sitting in Seattle, Washington, in any action or proceeding relating to this Note and hereby waives any claim that such a forum is inconvenient or that there is a more convenient forum. 19. SAVINGS CLAUSE If any term of this Note is hereafter determined to be illegal or unenforceable, that term will be deemed deleted without invalidating the remaining terms and, to the fullest extent permitted by law, Borrower hereby waives any provision of law which renders any term illegal or unenforceable. In the event that (a) the amount of interest and fees payable by Borrower under this Note is later determined to be usurious and (b) Borrower is not prohibited from pleading the defense of usury or maintaining any action thereon or therefor, any such interest in excess of the maximum allowable rate automatically shall be deemed to have been applied to principal. PAGE 8 9 20. STATUTORY DISCLAIMER ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, TO EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. MEALS.COM, INC., a Delaware corporation By: /s/ Jens A. Molbak -------------------------------------- Title: Chief Executive Officer ----------------------------------- PAGE 9 EX-99.1 3 PRESS RELEASE, DATED FEBRUARY 10, 2000 1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Coinstar Inc. Michelle Avila Cathy Corley Public Relations Investor Relations (425) 943-8253 (425) 943-8242 mavila@coinstar.com ccorley@coinstar.com INTERNET/TELECOMMUNICATIONS INVESTOR GROUP BUYS 11% STAKE IN MEALS.COM, COINSTAR'S E-SERVICES SUBSIDIARY BELLEVUE, WASH.--FEB. 10, 2000--Coinstar Inc. (NASDAQ: CSTR) today announced it has sold an 11% interest in its Meals.com e-services subsidiary to an investor group that includes Naveen Jain, CEO and founder of InfoSpace.com (NASDAQ: INSP); Steve Hooper, former president and CEO of AT&T Wireless; Wayne Perry, current vice-chairman and former CEO of Nextlink (NASDAQ: NXLK); John Cunningham, a director of Infospace.com; and Rufus Lumry, also a director of InfoSpace.com and a strategic investor in ImageX.com (NASDAQ: IMGX). The $5.5 million investment results in an approximately $50 million post financing valuation for Meals.com. "Meals.com is rapidly becoming the pre-eminent leader of on-line recipes and meal planning," said John Cunningham, spokesman for the investor group. "Its innovative Web technology, coupled with Coinstar's strong relationships with retailers who operate more than 10,000 supermarkets, puts Meals.com in a unique position to provide the supermarket industry with dynamic `bricks and clicks' tools. "We believe Meals.com will be able to rapidly extend its reach with private label distribution through its supermarket partners," Cunningham continued. "The first private label Web site went live last month at www.ukrops.com. We are impressed by how rapidly Coinstar created a completely new industry for coin recycling and look forward to actively assisting Meals.com in its vision of bringing the power of the Internet to more than 100 million supermarket customers." Jens Molbak, Coinstar founder and chairman said, "We are pleased that these leaders, who have created billions of dollars in value in the Internet and Telecommunications/Wireless arenas, recognize the unique opportunity that exists for Meals.com. In helping to build companies such as AT&T Wireless, Nextlink, ImageX.com, and InfoSpace.com, our new outside investors have demonstrated a proven ability to create category leaders in their respective industries. The group's expertise will be invaluable to us." 2 In addition to the outside investment, Coinstar will invest $10 million of cash as equity and provide a $15.6 million credit facility. To date, Coinstar has expended $5.6 million on behalf of Meals.com. These expenditures have been converted to debt, bringing the credit facility's available balance to $10 million. To take advantage of the continued growth of its core business and the accelerated potential of its Meals.com subsidiary, Coinstar also announced two executive promotions in a separate release. Coinstar founder and chairman, Jens Molbak, has assumed the newly created role of CEO of Meals.com and Dan Gerrity, president and chief operating officer, was promoted to president and CEO of Coinstar Inc. "The capital infusion, subsidiary carve-out, and executive promotions are designed to drive the growth of these two significant business opportunities," said Coinstar chairman and new Meals.com CEO, Jens Molbak. "Coinstar's core business is continuing to experience tremendous growth and unprecedented retailer demand. Currently 125 million Americans live within two miles of a Coinstar machine, but only a fraction of those people have ever used Coinstar. Beyond realizing the substantial revenue potential in the coin counting business, the vision for the core business includes leveraging the Coinstar network and the Internet to deliver value to consumers and retailers. "Meanwhile, the new Meals.com e-services subsidiary will focus on delivering `bricks and clicks' opportunities to the supermarket industry. Our Meals.com strategy captures the powerful synergies in combining a huge retail customer base with robust Internet capabilities. The recent Microsoft/Radio Shack, Yahoo/Kmart and AOL/Wal-Mart alliances are examples of this trend. Our supermarket partners are eager to become more relevant and competitive on-line," added Molbak. The mission of Meals.com is threefold: for consumers, Meals.com offers a user-friendly site with powerful tools that make getting great meals on the dinner table faster, easier, and less expensive. For packaged goods manufacturers, Meals.com offers targeted advertising and promotion opportunities. For supermarket retailers, Meals.com enables them to build customer loyalty by making grocery shopping easier and more convenient. As such, Meals.com is Coinstar's latest effort to provide value to consumers and to the supermarket industry. Meals.com's core technology is a "smart" Web site with a robust back-end database structure and sophisticated targeting capabilities. Visitors to Meals.com can search a 12,000 recipe database. Registered users can employ personalized tools such as "My Cookbook" and "My Shopping List" 3 to save favorite recipes and automatically generate convenient shopping lists. With each use, Meals.com learns consumer preferences and then makes intelligent meal recommendations -- similar to the way Amazon.com makes book and music recommendations. Coinstar is deploying Meals.com in two channels. One is through its branded Meals.com Web site (www.meals.com). Another is via private-label versions created specifically for retail partners, the first of which is with Ukrop's Super Markets Inc. (www.ukrops.com). The benefit of working with supermarkets is that Meals.com can integrate data from frequent shopper cards to personalize the services delivered by Meals.com. This will make the site even smarter, enabling Meals.com to provide more helpful tools to consumers and retailers and permitting consumer packaged goods manufacturers to reach true one-to-one advertising on the Web. In the future, the Meals.com site will be tied into the supermarkets' grocery ordering and delivery systems. A second component of Coinstar's e-services business is the on-line Shopper terminal. The first units are being piloted next to Coinstar's original coins-to-cash machines. Not only will this side-by-side location benefit Coinstar's core business, but with a full-time Internet connection, the on-line Shopper gives retailers new ways to communicate with customers before they begin shopping. With the swipe of their store frequent shopper card, consumers can receive personalized marketing messages and relevant discount offers. They can also print out the shopping list they created at their grocer's Web site, conveniently organized by store department. Many other services related to the frequency card are planned. "Meals.com gives us a tremendous opportunity to offer the supermarket industry the integrated on-line and in-store tools it needs to become more competitive in the face of growing Web-based competition," said Coinstar's Molbak. "We are pursuing the Meals.com e-services initiatives to take advantage of the synergies between Coinstar's existing supermarket network and where the supermarket industry is moving in the Internet world. I am excited by the opportunity to help build this business and by the support of our new investor group." About Meals.com Meals.com, which generates revenue through advertising, sponsorships and e-commerce agreements with product manufacturers and retailers, uses the latest Internet technology to save consumers time and money when planning meals and shopping for groceries. Using Meals.com (http://www.meals.com), consumers can quickly browse through more than 12,000 recipes with 4 the click of a mouse. Extensive search, dietary preference and scaling features, helpful commentary and useful cooking tips enable anyone to come up with great ideas for their next meal. Consumers can plan entire meals days and even weeks in advance. Manufacturers and retailers, on the other hand, receive unparalleled opportunities to build their business in a targeted fashion through site advertising and sponsorship of recipes, which highlight their products. About Coinstar Inc. Recently ranked the country's 18th fastest growing technology company in the 1999 Deloitte and Touche Technology Fast 500, Coinstar Inc. is a coin counting and e-commerce company whose mission is to deliver technology-driven services to consumers in their local supermarkets that save them time and money. Coinstar currently has more than 7,000 of its self-service coin counting machines in leading supermarkets throughout the United States, and worldwide in the United Kingdom and Canada. Consumers can call 1-800-928-CASH or visit www.findcoinstar.com to find the most convenient store location. The company's new Meals.com e-services subsidiary is designed to bridge the gap between the Internet and the store. ### This press release contains forward-looking statements relating to new products and service enhancements. These statements involve a number of risks and uncertainties and the actual results could differ materially from the results identified or implied in any forward-looking statement discussed herein. Factors that could cause or contribute to such differences include, but are not limited to, the risks that are more fully described under the caption "Risk Factors" included in the most recent reports filed with the Securities and Exchange Commission by Coinstar Inc. EX-99.2 4 PRESS RELEASE, DATED FEBRUARY 10, 2000 1 EXHIBIT 99.2 FOR IMMEDIATE RELEASE CONTACT: Coinstar Inc. Michelle Avila Cathy Corley Public Relations Investor Relations (425) 943-8253 (425) 943-8242 mavila@coinstar.com ccorley@coinstar.com COINSTAR INC. ANNOUNCES EXECUTIVE PROMOTIONS BELLEVUE, WASH.--FEB. 10, 2000--Coinstar Inc. (NASDAQ: CSTR) today announced two executive promotions in response to the continued growth of its core business and the accelerated potential of its Meals.com subsidiary. Coinstar founder and chairman, Jens Molbak, has assumed the newly created role of CEO of Meals.com while Dan Gerrity, president and chief operating officer, has been promoted to president and CEO of Coinstar Inc. "Coinstar is fortunate it has the depth in its existing management team to pursue both of these opportunities. Since Dan joined Coinstar in 1993, our network has grown from zero machines to more than 7,000," said Jens Molbak, Coinstar chairman and CEO of the Meals.com subsidiary. "Last year, under Dan's leadership, Coinstar installed a record 2,139 coin-counting machines. Dan intimately knows and understands the needs of this company and has built a strong management team as president and COO. I am confident in his continued leadership of the core business as I assume the new role of CEO of Meals.com." Mr. Gerrity served as Coinstar vice-president and chief technical officer from 1993 until the spring of 1997, when he was promoted to president and COO of Coinstar. Prior to joining Coinstar, Mr. Gerrity was an early member of the marketing, and later engineering, team at Slate Corporation, a Silicon Valley start-up. "I'm thrilled to be leading this enterprise. I expect this to be an exciting year for Coinstar and its core business," said new Coinstar president and CEO, Dan Gerrity. "Coinstar's rapid growth has been achieved despite relatively low consumer awareness. We have recently achieved the coast-to-coast network that will allow us to engage in national brand-building activities. More than 90 million people a week walk by a Coinstar machine. In addition, the Coinstar network serves as a backbone for Meals.com and its in-store delivery systems." Separately, Coinstar announced today that an investor group purchased an 11% interest in Coinstar's Meals.com subsidiary. That group includes Naveen Jain, CEO and founder of InfoSpace.com (NASDAQ: INSP); Steve Hooper, former president and CEO of AT&T Wireless; Wayne Perry, current vice-chairman and former CEO of Nextlink (NASDAQ: NXLK); John Cunningham, a director of InfoSpace.com; and Rufus Lumry, also a director of InfoSpace.com and strategic investor in ImageX.com (NASDAQ: IMGX). 2 Said Mr. Molbak, "Meals.com gives us a tremendous `bricks and clicks' opportunity to offer the supermarket industry the integrated on-line and in-store tools it needs to become more competitive in the face of growing Web-based competition. We are pursuing the Meals.com e-services initiatives to take advantage of the synergies between Coinstar's existing supermarket network and where the supermarket industry is moving in the Internet world. I am excited by this opportunity to help build this business and by the support of our new investor group." ABOUT MEALS.COM Meals.com, which generates revenue through advertising, sponsorships, and e-commerce agreements with product manufacturers and retailers, uses the latest Internet technology to save consumers time and money when planning meals and shopping for groceries. Using Meals.com (http://www.meals.com), consumers can quickly browse through more than 12,000 recipes with the click of a mouse. Extensive search, dietary preference and scaling features, helpful commentary and useful cooking tips enable users to come up with great ideas for their next meal. Consumers can plan entire meals days and even weeks in advance. Manufacturers and retailers, on the other hand, receive unparalleled opportunities to build their business in a targeted fashion through site advertising and sponsorship of recipes, which highlight their products. ABOUT COINSTAR INC. Recently ranked the country's 18th fastest growing technology company in the 1999 Deloitte and Touche Technology Fast 500, Coinstar Inc. is a coin counting and e-commerce company whose mission is to deliver technology-driven services to consumers in their local supermarkets that save them time and money. Coinstar currently has more than 7,000 of its self-service coin counting machines in leading supermarkets throughout the United States, and worldwide in the United Kingdom and Canada. Consumers can call 1-800-928-CASH or visit www.findcoinstar.com to find the most convenient store location. The company's new Meals.com e-services subsidiary is designed to bridge the gap between the Internet and the store. ### This press release contains forward-looking statements relating to new products and service enhancements. These statements involve a number of risks and uncertainties and the actual results could differ materially from the results identified or implied in any forward-looking statement discussed herein. Factors that could cause or contribute to such differences include, but are not limited to, the risks that are more fully described under the caption "Risk Factors" included in the most recent reports filed with the Securities and Exchange Commission by Coinstar Inc. -----END PRIVACY-ENHANCED MESSAGE-----