SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
/X/ Definitive Proxy Statement Commission Only (as permitted)
/ / Soliciting Material Pursuant to Section by Rule 14a-6(e)(2))
240.14a-11(c) or Section 240.14a-12
NBG RADIO NETWORK, INC
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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:
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(5) Total fee paid:
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/ / 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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NBG RADIO NETWORK, INC.
520 SW Sixth Avenue, Suite 750
Portland, OR 97204
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on July 27, 1999
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To the Stockholders of NBG Radio Network, Inc.:
You are cordially invited to attend the Annual Meeting of Stockholders
(the "Annual Meeting") of NBG Radio Network, Inc. (the "Company"), which will be
held at 10:00 a.m. (local time) on July 27, 1999 at The Oregon Golf Club, 25700
SW Pete's Mountain Road, West Linn, Oregon 97068, to consider and act upon the
following matters:
1. The election of a Board of Directors consisting of five (5)
persons to hold office for a one-year term and until their
successors are duly elected and qualified.
2. The transaction of such other business as may properly come
before the Annual Meeting or any adjournments thereof.
Only stockholders of record at the close of business on May 31, 1999 will
be entitled to notice of, and to vote at, the Annual Meeting or any adjournments
thereof.
Date: June 30, 1999 By Order of the Board of Directors,
J.J. Brumfield, Secretary
Whether or not you expect to attend the Annual Meeting in person,
please complete, date and sign the accompanying proxy card which is being
solicited on behalf of the Board of Directors, and return it without
delay in the enclosed postage prepaid envelope. Your proxy is revocable
and will not be used if you are present and prefer to vote in person or
if you revoke the proxy.
<PAGE>
NBG RADIO NETWORK, INC.
520 SW Sixth Avenue, Suite 750
Portland, OR 97204
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PROXY STATEMENT
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These proxy materials are being furnished to holders of common stock,
$.001 par value ("Common Stock"), of NBG Radio Network, Inc., a Nevada
corporation (the "Company"), in connection with the solicitation of proxies by
the Board of Directors of the Company for use at the Annual Meeting of
Stockholders of the Company and for any adjournment or adjournments thereof (the
"Annual Meeting"), to be held at 10:00 a.m. (local time) on July 27, 1999 at The
Oregon Golf Club, 25700 SW Pete's Mountain Road, West Linn, Oregon 97068, for
the purposes set forth in the accompanying Notice of Annual Meeting of
Stockholders. A form of proxy (the "Proxy") for the Annual Meeting, on which you
may indicate your votes as to the proposal described in this Proxy Statement, is
enclosed.
All Proxies that are properly completed, signed and returned to the
Company prior to the Annual Meeting, and that have not been revoked, will be
voted in accordance with the stockholder's instructions contained in such Proxy.
In the absence of contrary instructions, shares represented by such Proxy will
be voted FOR the election of the nominees for Director as set forth herein.
A plurality of the votes cast by the shares entitled to vote at the
Annual Meeting is required to elect directors. Shares represented by Proxies
that are marked to withhold authority will be counted in determining the
existence of a quorum. In addition, where brokers are prohibited from exercising
discretionary authority for beneficial owners who have not provided voting
instructions (commonly referred to as "broker non-votes"), those shares will be
counted in determining the existence of a quorum and will be voted "FOR"
election of the nominees.
On May 31, 1999 (the "Record Date"), there were 10,840,700 shares of
Common Stock outstanding held by 917 holders of record. Only holders of Common
Stock as of the Record Date will be entitled to vote at the Annual Meeting.
The Board of Directors does not anticipate that the director nominees
will be unavailable for election and does not know of any other matters that may
be brought before the Annual Meeting. In the event that any other matter shall
come before the Annual Meeting or the nominees are not available for election,
the persons named in the enclosed Proxy will have discretionary authority to
vote all Proxies with respect to such matter in accordance with their best
judgment, unless specifically instructed otherwise.
A stockholder may revoke the Proxy at any time before it is exercised
by filing a notice of revocation with the Secretary of the Company at its
principal executive offices, by filing a duly executed Proxy bearing a later
date, or by appearing in person at the Annual Meeting and expressing a desire to
vote the shares in person.
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A list of stockholders entitled to vote at the Annual Meeting will be
open to examination by any stockholder, for any purpose germane to the meeting,
at the executive offices of the Company, 520 SW Sixth Avenue, Suite 750,
Portland, Oregon 97204, during ordinary business hours for ten days prior to the
Annual Meeting. Such list will also be available during the Annual Meeting.
This Proxy Statement, the accompanying Notice of Annual Meeting of
Stockholders, the Proxy, the 1998 Annual Report to Stockholders, including
financial statements, are expected to be mailed commencing on or about June 30,
1999 to stockholders of record on May 31, 1999.
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VOTING SECURITIES
May 31, 1999 has been fixed as the record date for the determination of
stockholders entitled to notice of and to vote at the Annual Meeting or any
adjournment or adjournments thereof. As of that date, the Company had 10,840,700
shares of Common Stock outstanding. Each share of Common Stock is entitled to
one vote with respect to each matter set forth in the Notice of Meeting.
The following table sets forth certain information regarding the
beneficial ownership of Common Stock of the Company as of February 15, 1999 as
to (i) each person who is known by the Company to own beneficially 5% or more of
the outstanding shares of the Company's Common Stock, (ii) each director and
Named Executive Officer and (iii) all Directors and officers as a group. The
persons named in the table have sole voting and investment power with respect to
all shares shown as beneficially owned by them, subject to community property
laws where applicable and to the information contained in the footnotes to the
table.
<TABLE>
<CAPTION>
- ------------------------------------------ ------------------------------- --------------------
(1) (2) (3) (4)
Name and Address of Amount and Nature of
Title of Class Beneficial Owner Beneficial Ownership Percent of Class
- ---------------- -------------------------- ------------------------------- ------------------
<S> <C> <C> <C>
Common Stock John A. Holmes, III 705,000 (1) 5%
3728 SW Hillsdale Drive
Portland, OR 97221
Common Stock Peter Jacobsen 147,000 (2) 1%
8700 SW Nimbus Avenue #B
Beaverton, OR 97008
Common Stock Dick Versace 102,000 (3) Less than 1%
733 East Maywood
Peoria, IL 61603
Common Stock Steven R. Sears 331,650 (4) 2%
13800 Stampher
Lake Oswego, OR 97034
Common Stock Christopher J. Miller 350,000 (5) 2%
11888 SW Breyman Avenue
Portland, OR 97219
Common Stock Gary Henin 801,000 (6) 6%
600 SE 55th
Portland, OR 97215
Directors and Executive Officers
as a group (9 persons) 2,632,156 (7) 18%
- ----------------------------
</TABLE>
(1) Represents 225,000 common shares and options to purchase 480,000 common
shares without performance or vesting restrictions as of the date
indicated above. In addition, Mr. Holmes reported the sale of 10,000
common shares on a Form 4 filed May 10, 1999.
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(2) Represents 87,000 common shares and options to purchase 60,000 common
shares without performance or vesting restrictions.
(3) Represents 42,000 common shares and options to purchase 60,000 common
shares without performance or vesting restrictions.
(4) Represents 223,650 common shares and options to purchase 90,000 common
shares without performance or vesting restrictions and 18,000 immediately
exercisable warrants, as of the date indicated above. In addition, Mr.
Sears reported the acquisition of an additional 2,000 common shares on a
Form 4 filed May 10, 1999.
(5) Represents 175,000 common shares and options to purchase 175,000 common
shares without performance or vesting restrictions.
(6) Represents 570,000 common shares and immediately exercisable warrants to
purchase 231,000 common shares.
(7) Represents 1,149,156 common shares and options to purchase 1,405,000
common shares without performance or vesting restrictions. Also includes
78,000 immediately exercisable warrants. Does not include the transactions
reported by Messrs. Holmes and Sears on May 10, 1999, described in notes
(1) and (4) above.
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PROPOSAL 1 -- ELECTION OF DIRECTORS
The five (5) nominees for election as Directors of the Company at the
Annual Meeting are currently serving as Directors of the Company. If elected, a
Director of the Company will hold office until the next Annual Meeting of
Stockholders and until his successor is duly elected and qualified or until his
death, resignation or removal. It is intended that the accompanying form of
Proxy will be voted FOR the election as Directors of the nominees named below,
unless the Proxy contains contrary instructions.
Management has no reason to believe that the nominees will not be
candidates or will be unable to serve. However, in the event that any nominee
should become unable or unwilling to serve as a Director, the Proxy will be
voted for the election of the remainder of those named, and for such substitute
person as shall be designated by the Directors.
The following table sets forth information concerning nominees for
Director of the Company.
Directors
Name Position Age
John A. Holmes, III President, Chief Executive Officer,
and Chairman of the Board 28
Peter Jacobsen Director 45
Dick Versace Director 44
Steven R. Sears Director 33
Christopher J. Miller Director 40
With the exception of Christopher J. Miller, all of the Directors were
elected to office on January 30, 1998. Mr. Schilling resigned as a Director on
January 27, 1999 for personal reasons. Mr. Miller was appointed to fill the
vacancy created by Mr. Schilling's resignation.
John A. Holmes, III, age 28, has been President, CEO, and Chairman of the
Board since January 30, 1998. Prior to that, Mr. Holmes served as the General
Manager of the Company since its inception in March of 1996. Before joining the
Company, Mr. Holmes worked in radio syndication with ITEX Media Services, Inc.
from August 1993 until May 1996. Previously, he worked for KMOV-CBS TV as a
sports producer from January 1991 through May 1993. From June of 1990 until
December of 1990 Mr. Holmes worked for Radio Personalities, Inc. where he was
Executive Producer for the following short form radio programs - "Offsides with
Dan Dierdorf" and "Talkin' Roundball with Dick Vitale."
Peter Jacobsen, age 45, has been a director with the Company since January
30, 1998. He is currently the host of one of the Company's short form features,
"Teein' It Up with Peter Jacobsen." Mr. Jacobsen, a member of the PGA Tour, has
multiple PGA Tour wins and has participated on two Ryder Cup teams. He has also
been an on course commentator for ABC and ESPN.
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Dick Versace, age 44, has been a director with the Company since 1997. Mr.
Versace has coached basketball at all levels, high school, college, and the NBA.
Most recently he coached in the NBA with the Milwaukee Bucks. Prior to taking
the position with the Bucks, Mr. Versace was a television studio host and color
analyst for TNT on the Turner Broadcasting Network.
Steven R. Sears, age 33, has been a director of the Company since January
30, 1998. He is originally from Long Beach, California where he was President of
the family owned construction business, Sears Roofing Service, Inc. He also
served as Vice President for Robert Kerr & Associates, a real estate
construction company in Portland, Oregon.
Christopher J. Miller, age 40, has been a director of the Company since
January 27, 1999. The Board of Directors appointed Mr. Miller to the position
after the resignation of Jim Schilling. Mr. Miller is also the Chief Operating
Officer of NBG Solutions, Inc. as a result of the MTek Technical Solutions, Inc.
acquisition. Previously, Mr. Miller worked for US Bank in Portland, Oregon as
Vice President and manager of its West Region Client Services Group and
Institutional Financial Services. While at US Bank Mr. Miller also worked as
Senior Project Manager of Institutional Financial Services and the Project
Manager and Consultant for US Bank Trust Division. Prior to working for US Bank
Mr. Miller worked for Bank of America as Vice President and Regional Manager of
Global Securities Services. While at Bank of America, Mr. Miller also worked as
Vice President and Manager of Southern California Institutional Client
Administration and Global Securities Services.
Director Meetings and Committees
The Board of Directors held four meetings during Fiscal 1998 and
conducted other business by unanimous written consent. Each Director attended at
least 75% of the Board meetings, except Mr. Jacobson, who attended 50% of the
Board meetings. The Company does not have standing audit, nominating or
compensation committees of the Board of the Directors, or committees performing
similar functions.
Directors Compensation
Directors of the Company are not currently compensated for their
services. However, Directors are reimbursed for all reasonable expenses incurred
on behalf of the Company. Directors are also eligible for options under the
Company's 1998 Stock Incentive Plan. During Fiscal 1998, Messrs. Jacobsen,
Versace, Sears, and Holmes were granted options to purchase 20,000, 20,000,
30,000 and 160,000 shares of Common Stock, respectively, at a price of $ 1 5/8
per share.
The Board of Directors recommends that the stockholders
vote "FOR" all the nominees listed in the foregoing Proposal 1
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EXECUTIVE OFFICERS
The names and business backgrounds of Executive Officers of the Company
who are not Directors of the Company are:
Name Position Age
- ---- -------- ---
John J. Brumfield Vice President/Finance,
Chief Financial Officer and Secretary 31
Oliver J. Holmes Vice President/Affiliate Relations 26
David J. Thibeau Vice President/Chief Technical Officer 40
John J. Brumfield, age 31, has been Vice President/Finance and CFO since
January 30, 1998. From December 1996 to January 1998 he was the Controller for
the Company. From February 1996 to September 1996 he was a staff accountant for
ITEX Corporation. From September of 1994 until February 1996 Mr. Brumfield was a
professional golfer. Prior to that, he worked for the public accounting firm of
Bogumil, Holzgang & Associates as a staff accountant from July 1991 to September
1994.
Oliver J. Holmes, age 26, has been Vice President of Affiliate Relations
for the Company since January 30, 1998. Mr. Holmes has been manager of the
Affiliate Relations department since July 1996. Prior to working for the
Company, Mr. Holmes managed Underwater Safari's dive shop in the Virgin Islands.
Prior to that, he worked in affiliate relations for Radio Personalities, Inc.,
an independent radio syndicator.
David J. Thibeau, age 40, has been Vice President/Chief Technical Officer
for NBG Solutions, Inc. since February 1, 1999 as a result of the MTek Technical
Services, Inc. acquisition. From the Fall of 1997 until early 1999, Mr. Thibeau
worked at MTek Technical Services, Inc., focusing on new account strategies to
grow, develop and expand the kiosk business and traditional labeling systems.
From 1993 to 1997, Mr. Thibeau worked in various managerial and senior
management positions, including President of Sunmark Data, Inc. (a top 100 sized
form, labeling systems, inventory control and system distributor).
Family Relationships
John A. Holmes, III, President and CEO is the older brother of the Vice
President of Affiliate Relations, Oliver J. Holmes.
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EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth all cash compensation, including bonuses
and deferred compensation, paid for the fiscal years ended November 30, 1998,
1997 and 1996 by the Company to its President and Chief Executive Officer and
any Named Executive Officers who received compensation in excess of $100,000
during such years.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
-------------------------- -----------------------------------
Awards Payouts
----------------------- ----------
Other Securities
Name and Annual Underlying All Other
Principal Compensa- Restricted Options/ LTIP Compensa-
Position Salary Bonus tion Stock SARs Payouts tion
(a) Year ($) ($) ($) Award(s) (#) ($) ($)
(b) (c) (d) (e) (f) (g) (h) (i)
- --------------- -------- --------- ------ --------- ------------ ---------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John A. 1998 $53,840 $-0- $-0- -0- 480,000 $-0- $-0-
Holmes, III, 1997 $44,655 $-0- $-0- -0- -0- $-0- $-0-
President and 1996 $18,272 $-0- $-0 25,000 (1) -0- $-0- $-0-
CEO
- --------------- -------- --------- ------ --------- ------------ ---------- --------- -----------
</TABLE>
(1) The fair market value at time of issuance was $0.38 per share with a
total value of $9,473. The shares have no vesting or performance
restrictions and there are no restrictions on dividends.
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Option (SAR) Grants Table
The following table sets forth all individual grants of stock options
(whether or not in tandem with SARs) and freestanding SARS (including options
and SARs that subsequently have been transferred) made during the fiscal year
ended November 30, 1998 by the President and Chief Executive Officer and any
Named Executive Officers who received compensation in excess of $100,000 during
such year.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
(Individual Grants)
Number Of Percent Of Total
Securities Options/SARs
Underlying Granted To
Options/SARs Employees In Exercise or Base
Name Granted (#) Fiscal Year Price ($/Sh) Expiration Date
(a) (b) (c) (d) (e)
- --------------------- -------------- ----------------- ----------------- -------------------
<S> <C> <C> <C> <C>
John A. Holmes, III,
President and CEO 480,000 (1) 31% $0.54/share June 12, 2000
</TABLE>
(1) The options became exercisable on June 12, 1998 and are not subject to
any performance or vesting restrictions.
Aggregate Option/SAR Exercises In Last Fiscal Year and FY-End Options/SAR Values
Table
The following table sets forth information concerning each exercise of
stock options (or tandem SARs) and freestanding SARS during the fiscal year
ended November 30, 1998 by the Company to its President and Chief Executive
Officer and any Named Executive Officers who received compensation in excess of
$100,000 during such year and the year-end value of unexercised options and SARs
for such persons.
<TABLE>
<CAPTION>
AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTIONS/SAR VALUES
Number Of
Unexercised Value Of
Securities Unexercised
Underlying In-The-Money
Options/SARs At Option/SARs At
Shares Acquired Value FY-End (#) FY-End ($)
On Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
(a) (b) (c) (d) (e)
- -------------------- --------------- ----------- ---------------- ------------------
<S> <C> <C> <C> <C>
John A. Holmes, III,
President and CEO 50,000 $30,000 480,000/0 $540,000/$-0-
</TABLE>
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Employment Agreement
Effective November 1, 1998, the Company entered into a five year
employment agreement with John A Holmes, III, President and CEO. The employment
agreement provides for a base salary of $86,400 per annum, which will be
increased annually at the rate of the Consumer Price Index (CPI) plus 15%. In
addition, the employment agreement provides that Mr. Holmes will be paid a
minimum of 10% more than the next highest paid employee of the Company and its
subsidiaries. Mr. Holmes has the right to terminate the agreement upon three
months' prior written notice. The Company, at its discretion, has the right to
terminate the employment agreement at any time without reason upon three months'
prior written notice or payment in lieu of notice equaling three months'
compensation. The Company may also terminate Mr. Holmes for cause without prior
written notice. The employment agreement also provides that in the event Mr.
Holmes is terminated or resigns following a "change in control" (as defined in
the employment agreement) of the Company, the Company will pay to Mr. Holmes an
amount equal to three times his base salary at the time of his termination or
resignation.
Stock Incentive Plan
The Company has established the NBG Radio Network, Inc. 1998 Stock
Incentive Plan (the "Plan"). The purpose of the Plan is to attract and retain
the services of (1) selected employees, officers and directors of the Company or
of any subsidiary of the Company and (2) selected non-employee agents,
consultants, advisors, persons involved in the sale or distribution of the
Company's products and independent contractors of the Company or any subsidiary.
The Plan has not been submitted to a vote of the stockholders of the Company.
The Plan provides for the grant of options to qualified directors,
employees (including officers), independent contractors and consultants of the
Company to purchase an aggregate of 3,000,000 shares of Common Stock. The Plan
is currently administered by the Board of Directors, which determines, among
other things, the persons to be granted options under the Plan, the number of
shares subject to each option and the option price.
The Plan allows the Company to grant the following types of awards: (i)
Incentive Stock Options, as defined in Section 422 of the Internal Revenue Code
of 1986, as amended ("ISO's"); (ii) options other than ISOs ("Non-Statutory
Stock Options"); (iii) stock bonuses; (iv) stock appreciation rights ("SAR's")
in tandem with ISO's or Non-Statutory Stock Options; (vi) cash bonus rights;
(vii) performance units; and (viii) foreign qualified awards. at any time within
10 years from the date the Plan was adopted.
The exercise price of ISO's and SAR's granted in tandem with ISO's, if
any, will be the fair market value of the shares of Common Stock, determined as
specified in the Plan, covered by such option on the date such option is
granted. If at the time an ISO is granted the optionee holds more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company, the purchase price of such options will be one hundred ten percent
(110%) of the fair market value
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of the shares of Common Stock covered by such option on the date such option is
granted. The exercise price of Non-Statutory Stock Options and SAR's granted in
tandem with Non-Statutory Stock Options will be determined by the Board of
Directors at the time of grant and may be any amount determined by the Board of
Directors.
Each ISO and, unless otherwise determined by the Board of Directors,
each other option granted under the Plan by its terms will be nonassignable and
nontransferable by the optionee, either voluntarily or by operation of law,
except (i) to an optionee's family member by gift or domestic relations order;
or (ii) by will or by the laws of descent and distribution of the state or
country of the optionee's domicile at the time of death.
Non-Statutory Stock Options will have a term fixed by the Board of
Directors. ISOs will have a term of no more than ten years, except that ISOs
granted to an optionee owning more than 10% of the outstanding Common Stock will
have a term of no more than five years and must be granted to and exercised by
employees of the Company (including officers).
In June 1998, the Company granted Non-Statutory Options under the Plan
to employees, officers, directors, and selected third parties to acquire up to
520,000 shares of Common Stock for $1.63 per share. These options expire in June
2000, if not exercised earlier. All stock options became exercisable upon the
date of grant.
Certain Relationships and Related Transactions
On January 25, 1999, the Company completed its acquisition of MTek
Technical Services, Inc., a kiosk integration company providing customized
technical solutions, bar coding, and distribution channels. In the acquisition,
the Company acquired assets and assumed certain liabilities of MTek Technical
Services, Inc. for the purchase price of $1,367,000. The purchase price
consisted of $100,000 in cash and 350,000 shares (175,000 shares of Common Stock
to each of Messrs. Miller and Thibeau). As a result of the acquisition, Mr.
Miller became the Chief Operating Officer of NBG Solutions, Inc., a subsidiary
of the Company under an Employment Agreement, was appointed to the Board of
Directors of the Company, and was granted options to purchase 175,000 shares of
Common Stock at $3.10 per share. In addition, Mr. Thibeau became Vice
President/Chief Technology Officer of NBG Solutions, Inc. and was granted
options to purchase 175,000 shares of Common Stock at $3.10 per share.
OTHER MATTERS
The Board of Directors is not aware of any business to be presented at
the Annual Meeting except the matters set forth in the Notice and described in
this Proxy Statement. Unless otherwise directed, all shares represented by
Proxies will be voted in favor of the proposal described in this Proxy
Statement. If any other matters come before the Annual Meeting, the persons
named in the accompanying Proxy will vote on those matters according to their
best judgment.
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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Pursuant to Section 16 of the Securities Exchange Act of 1934, the
Company's executive officers, Directors and persons who own more than ten
percent of the Company's Common Stock, are required to file certain reports,
within specified time periods, indicating their holdings of and transactions in
the Common Stock and derivative securities. Based solely on written
representations made to the Company and the Company's review of Forms 3, 4, and
5 furnished to the Company pursuant to Section 16 of the Securities Exchange
Act, the Company is aware of the following late filings: (i) Mr. John A. Holmes,
III - Form 3 and Form 4 relating to one transaction; (ii) Mr. Brumfield - Form 3
and two Forms 4 relating to one transaction each; (iii) Mr. Oliver Holmes - Form
3 and Form 4 relating to one transaction; (iv) Mr. Gavoni - Form 3 and Form 4
relating to one transaction; (v) Mr. Morgan - Form 3 and Form 4 relating to one
transaction; (vi) Mr. Jacobsen - Form 3 and Form 4 relating to one transaction;
(vii) Mr. Versace - Form 3 and Form 4 relating to one transaction; and (viii)
Mr. Sears - Form 3 and two Forms 4 relating to one transaction each.
EXPENSES
The entire cost of preparing, assembling, printing and mailing this
Proxy Statement, the enclosed Proxy and other materials, and the cost of
soliciting Proxies with respect to the Annual Meeting, will be borne by the
Company. The Company will request banks and brokers to solicit their customers
who beneficially own shares listed of record in names of nominees, and will
reimburse those banks and brokers for the reasonable out-of-pocket expenses of
such solicitations. The original solicitation of Proxies by mail may be
supplemented by telephone and facsimile by officers and other regular employees
of the Company, but no additional compensation will be paid to such individuals.
STOCKHOLDER PROPOSALS
No person who intends to present a proposal for action at a forthcoming
stockholders' meeting of the Company may seek to have the proposal included in
the proxy statement or form of proxy for such meeting unless that person (a) is
a record beneficial owner of at least $2,000 in market value, or 1%, of the
shares of Common Stock, has continuously held such shares for at least one year
at the time the proposal is submitted, and continues to own such shares through
the date on which the meeting is held; (b) provides the Company in writing with
his name, address, the number of shares held by him and the dates upon which he
acquired such shares with documentary support for a claim of beneficial
ownership; (c) notifies the Company of his intention to appear personally at the
meeting or by a qualified representative under Nevada law to present his
proposal for action; and (d) submits his proposal timely. A proposal to be
included in the proxy statement or proxy for the Company's next annual meeting
of stockholders, will be submitted timely only if the proposal has been received
at the Company's principal executive office no later than March 3, 2000
(assuming proxy statements for the 1999 Annual Meeting of Stockholder are mailed
around July 1, 2000). If the date of such meeting is changed by more than 30
calendar days from the date such meeting is scheduled to be held under the
Company's By-Laws, or if the proposal is to be presented at any meeting other
than the next annual meeting of stockholders, the proposal must be received at
the Company's principal executive office at a reasonable time before the
solicitation of Proxies for such meeting is made.
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Even if the foregoing requirements are satisfied, a person may submit
only one proposal with a supporting statement of not more than 500 words, if the
latter is requested by the proponent for inclusion in the proxy materials, and
under certain circumstances enumerated in the Securities and Exchange
Commission's rules relating to the solicitation of proxies, the Company may be
entitled to omit the proposal and any statement in support thereof from its
proxy statement and form of proxy.
The proxies appointed by the Company will have discretionary authority
to vote on any proposal which in presented at the 1999 Annual Meeting of
Stockholders and not contained in the Company's proxy materials unless the
Company receives notice of such proposal at its principal office no later than
May 15, 2000.
ACCOUNTANTS
In December 1998, the Company's management, with the knowledge of the
Board of Directors, dismissed the auditors Andersen, Andersen & Strong, L.C. and
hired the public accounting firm of Moss Adams, LLP to act as the Company's new
auditor. The principal accountant's report for the financial statements from the
past two years, performed by Andersen, Andersen & Strong, L.C. does not contain
an adverse opinion or disclaimer of opinion, and was not modified as to
uncertainty, audit scope, or accounting principles. There were no disagreements
with the former accountant on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures.
It is expected that representatives of Moss Adams, LLP will be present
at the meeting to make any statements they desire to make and to answer
questions directed to them.
AVAILABLE INFORMATION
Copies of the Company's Annual Report on Form 10-KSB for the year ended
November 30, 1998, and each following Quarterly Report, as filed with the
Securities and Exchange Commission, including the financial statements, are
incorporated by reference and can be obtained without charge by stockholders
(including beneficial owners of the Company's Common Stock), and exhibits may be
obtained at a reasonable charge, upon written or oral request to the Company's
Secretary, at 520 SW 6th Avenue, Suite 750, Portland, Oregon 97204, (503)
802-4624. The Company's EDGAR filings, including exhibits, can be obtained from
the Securities and Exchange Commission's World Wide Web site: www.sec.gov.
BY ORDER OF THE BOARD OF DIRECTORS
Portland, Oregon J.J. Brumfield
June 30, 1999 Secretary
13
<PAGE>
APPENDIX A
NBG RADIO NETWORK, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS
JULY 27, 1999
The undersigned, a holder of Common Stock of NBG Radio Network, Inc., a Nevada
corporation (the "Company"), appoints JOHN A. HOLMES, III and J.J. BRUMFIELD,
and each of them, the proxies of the undersigned, each with full power to
appoint his substitute, and authorizes each to attend, represent and vote for
the undersigned, all of the shares of the Company held of record by the
undersigned on May 31, 1999, at the Annual Meeting of Stockholders of the
Company to be held at The Oregon Golf Club, 25700 SW Pete's Mountain Road, West
Linn, Oregon 97068 at 10:00 a.m. (Local Time), on July 27, 1999 and any
adjournment(s) thereof, as follows:
Please mark your vote as indicated in the example [X]
ELECTION OF DIRECTORS, AS PROVIDED IN THE COMPANY'S PROXY STATEMENT:
FOR all nominees listed WITHHOLD AUTHORITY to
below. [_] vote for all nominees below. [_]
(Instructions: To withhold authority to vote for any individual nominee, strike
a line through or otherwise strike out the nominee's name below.)
[_] John A. Holmes, III [_] Peter Jacobsen [_] Dick Versace
[_] Steven R. Sears [_] Christopher J. Miller
THIS PROXY CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED.
IF NO DIRECTION TO THE CONTRARY IS INDICATED, IT WILL BE VOTED "FOR" THE
ELECTION OF THE DIRECTORS NAMED ABOVE AND AS SUCH PROXIES SHALL DEEM ADVISABLE
ON SUCH OTHER BUSINESS AS MAY COME BEFORE THE MEETING.
STOCKHOLDERS ARE REQUESTED TO COMPLETE, DATE AND SIGN THIS PROXY CARD AND TO
RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE NOMINEES.
DATE: , 1999
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(Signature or Signatures)
Please sign EXACTLY as your name appears on the Stock Certificate. When signing
as a fiduciary or representative, give full title. For joint accounts, please
furnish all signatures.
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED ENVELOPE. IT IS IMPORTANT THAT YOU VOTE.
