<PAGE>




                    U. S. 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): May 17, 2000


                               STYLECLICK.COM INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          California                    33-31166                 95-4145930
-------------------------------     ----------------    ------------------------
(State or other jurisdiction of        (Commission             (IRS Employer
incorporation or organization)          File Number)         Identification No.)



    3861 Sepulveda Blvd., Culver City                            90230
----------------------------------------                ------------------------
(Address of principal executive offices)                      (Zip Code)


Registrant's telephone number, including area code            (310) 751-2100
                                                        ------------------------

                                 Not Applicable
--------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

<PAGE>

Item 5.  Other Events

Styleclick.com  Inc.  announced ten  appointments  to Styleclick,  Inc.'s eleven
member Board of Directors,  effective  upon the  completion of  Styleclick.com's
pending merger.  Styleclick.com  and USAi recently  announced their agreement to
form a new company,  Styleclick,  Inc., by merging USA Networks, Inc.'s Internet
Shopping   Network  and   Styleclick.com.   A  copy  of  the  press  release  of
Styleclick.com  Inc.  with  respect to the Board of  Directors  appointments  is
included herein as Exhibit 99.1.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(c)  Exhibits:

99.1 Press  Release,   dated  May  17,  2000,  announcing  ten  appointments  to
     Styelclick, Inc.'s eleven member of Board of Directors.






                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                    Styleclick.com Inc.


Date: May 18, 2000                  By:/s/ BARRY HALL
                                       -----------------------------------------
                                           Barry Hall
                                           Executive Vice President, Finance and
                                           Chief Financial Officer
<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number                           Description

99.1 Press  Release,   dated  May  17,  2000,  announcing  ten  appointments  to
     Styelclick, Inc.'s eleven member of Board of Directors.
[{"type": "8-K", "sequence": "1", "description": "APPOINTMENTS OF DIRECTORS", "secsgml_size_bytes": 3201}]
{"company-data": {"conformed-name": "STYLECLICK COM INC", "cik": "0001008130", "assigned-sic": "7372", "irs-number": "954145930", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-01166-LA", "film-number": "639477"}, "business-address": {"street1": "3861 SEPULVEDA BLVD", "city": "CULVER CITY", "state": "CA", "zip": "90230", "phone": "3103129826"}, "mail-address": {"street1": "3861 SEPULVEDA BLVD", "city": "CULVER CITY", "state": "CA", "zip": "90230"}, "former-company": {"former-conformed-name": "MODACAD INC", "date-changed": "19960216"}}
U. S. 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): May 17, 2000

                               STYLECLICK.COM INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          California                    33-31166                 95-4145930
-------------------------------     ----------------    ------------------------
(State or other jurisdiction of        (Commission             (IRS Employer
incorporation or organization)          File Number)         Identification No.)

    3861 Sepulveda Blvd., Culver City                            90230
----------------------------------------                ------------------------
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code            (310) 751-2100
                                                        ------------------------

                                 Not Applicable
--------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)
Item 5.  Other Events

Styleclick.com  Inc.  announced ten  appointments  to Styleclick,  Inc.'s eleven
member Board of Directors,  effective  upon the  completion of  Styleclick.com's
pending merger.  Styleclick.com  and USAi recently  announced their agreement to
form a new company,  Styleclick,  Inc., by merging USA Networks, Inc.'s Internet
Shopping   Network  and   Styleclick.com.   A  copy  of  the  press  release  of
Styleclick.com  Inc.  with  respect to the Board of  Directors  appointments  is
included herein as Exhibit 99.1.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(c)  Exhibits:

99.1 Press  Release,   dated  May  17,  2000,  announcing  ten  appointments  to
     Styelclick, Inc.'s eleven member of Board of Directors.

                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                    Styleclick.com Inc.

Date: May 18, 2000                  By:/s/ BARRY HALL
                                       -----------------------------------------
                                           Barry Hall
                                           Executive Vice President, Finance and
                                           Chief Financial Officer
EXHIBIT INDEX

Exhibit
Number                           Description

99.1 Press  Release,   dated  May  17,  2000,  announcing  ten  appointments  to
     Styelclick, Inc.'s eleven member of Board of Directors.