<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
/ / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
PTN Media, Inc.
(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: Common
Stock, par value $.0001 per share
(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):
<PAGE>
(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:
<PAGE>
PTN MEDIA, INC.
455 East Eisenhower Parkway, Suite 15
Ann Arbor, Michigan 48108
(734) 327-0610
July __, 2000
Dear Fellow Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
PTN Media, Inc. (the "Company"), to be held at 10:00 a.m., Central Time, on
August 15, 2000, at the offices of the Company at 455 East Eisenhower Parkway,
Suite 15, Ann Arbor, Michigan 48108.
At the meeting, you will be asked to consider and vote upon (i) the
election of one Director of the Company to serve for a one year term; (ii) a
proposal to change the name of the Company from PTN Media, Inc. to
Fashionwindow.com, Inc.; (iii) a proposal to approve the Company's 2000 PTN
Media, Inc. Stock Option Plan; and (iv) the appointment of the Company's
independent public accountants for the year ended December 31, 2000.
The vote of every stockholder is important. Whether or not you plan to
attend the meeting, it is important that your shares be represented.
Accordingly, we urge you to sign, date, and mail the enclosed proxy in the
envelope provided at your earliest convenience.
Thank you for your cooperation.
Very truly yours,
Peter Klamka
Chairman of the Board and
Chief Executive Officer
<PAGE>
PTN MEDIA, INC.
---------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of
PTN Media, Inc.:
The Annual Meeting of Stockholders of PTN Media, Inc. (the "Company") will
be held on August 15, 2000, at 10:00 a.m., Central Time, at 455 East Eisenhower
Parkway, Suite 15, Ann Arbor, Michigan 48108 for the following purposes:
1. To elect a Director to serve a one year term;
2. To approve a proposal to change the name of the Company from PTN Media,
Inc. to Fashionwindow.com, Inc.;
3. To consider and vote upon a proposal to approve the Company's 2000 PTN
Media Stock Option Plan;
4. To ratify the appointment of the Company's independent public
accountants for the year ending December 31, 2000; and
5. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business on July 14, 2000,
as the record date for determination of those stockholders who will be entitled
to notice of and to vote at the meeting and any adjournment thereof.
If you plan to attend the meeting, please mark the appropriate box on your
proxy card. Upon receipt of the card, an admission ticket will be sent to you.
Whether or not you expect to attend, STOCKHOLDERS ARE REQUESTED TO SIGN,
DATE AND RETURN THE ENCLOSED FORM OF PROXY IN THE ENVELOPE PROVIDED. No postage
is required if mailed in the United States.
By Order of the Board of Directors
Peter Klamka
Secretary
Ann Arbor, Michigan
July __, 2000
<PAGE>
PTN MEDIA, INC.
455 East Eisenhower, Suite 15
Ann Arbor, Michigan 48108
(734) 327-0610
------------------------
PROXY STATEMENT
------------------------
GENERAL INFORMATION
Proxy Solicitation
This Proxy Statement is furnished to the holders of the Common Stock,
$.001 par value per share ("Common Stock"), of PTN Media, Inc. (the "Company")
in connection with the solicitation of proxies on behalf of the Board of
Directors of the Company for use at the Annual Meeting of Stockholders to be
held on August 15, 2000 at 10:00 a.m. (Central Time), at 455 East Eisenhower
Parkway, Suite 15, Ann Arbor, Michigan 48108 and at any adjournment thereof. The
purposes of the meeting and the matters to be acted upon are set forth in the
accompanying Notice of Annual Meeting of Stockholders. At present, the Board of
Directors knows of no other business which will come before the meeting.
The Notice of Annual Meeting, Proxy Statement, and form of proxy will be
mailed to stockholders on or about July 14, 2000. The Company will bear the cost
of its solicitation of proxies. In addition to the use of the mails, proxies may
be solicited by personal interview, telephone, telegram, and telefax by the
directors, officers and employees of the Company. Arrangements will also be made
with brokerage houses and other custodians, nominees and fiduciaries for the
forwarding of solicitation material to the beneficial owners of stock held by
such persons, and the Company may reimburse such custodians, nominees and
fiduciaries for reasonable out-of-pocket expenses incurred by them in connection
therewith.
Revocability And Voting Of Proxy
A form of proxy for use at the meeting and a return envelope for the proxy
are enclosed. Stockholders may revoke the authority granted by their execution
of proxies at any time before their effective exercise by filing with the
Secretary of the Company a written revocation or duly executed proxy bearing a
later date or by voting in person at the meeting. Shares of Common Stock
represented by executed and unrevoked proxies will be voted in accordance with
the instructions specified thereon. If no instructions are given, the proxies
will be voted FOR the election as Director of the person nominated by the Board
of Directors; FOR the proposal to change the name of the Company from PTN Media,
Inc. to Fashionwindow.com, Inc.; FOR the proposal to approve the Company's 2000
PTN Media Stock Option Plan; and FOR the ratification of the appointment of the
Company's independent public accountants for the fiscal year ended December 31,
2000.
Record Date And Voting Rights
Only Common Stockholders of record at the close of business on July 14,
2000 (the "Record Date") are entitled to notice of the Annual Meeting and to
vote the shares of Common Stock held by them on that date at the Annual Meeting
or any adjournment or postponement thereof. Only holders of Common Stock will be
entitled to vote at the Annual Meeting. Each outstanding share of Common Stock
entitles its holder to cast one vote on each matter to be voted on at the Annual
Meeting. There were outstanding on July 14, 2000, the record date for
stockholders entitled to notice of and to vote at the Annual Meeting, __________
shares of Common Stock.
-1-
<PAGE>
Votes cast at the meeting will be tabulated by persons appointed as
inspectors of election of the meeting. The inspectors of election will treat
shares of Common Stock represented by a properly signed and returned proxy as
"present" at the meeting for purposes of determining a quorum, without regard to
whether the proxy is marked as casting a vote or abstaining. Likewise, the
inspectors of election will treat shares of Common Stock represented by "broker
non-votes" as present for purposes of determining a quorum. Abstentions will
also be counted for purposes of determining the presence of a quorum at the
Annual Meeting.
The nominees for election to the Board of Directors receiving the greatest
number of affirmative votes cast by the holders of Common Stock, will be elected
as director. Accordingly, abstentions or broker non-votes as to the election of
director will have no effect on the election of director.
Quorum
The presence, either in person or by proxy, of the holders of a majority
of the shares of Common Stock outstanding on July 14, 2000 is necessary to
constitute a quorum at the Annual Meeting.
Other Matters
Because of the required votes, abstentions will have the same effect as a
vote against the proposals to elect a Director, to change the name of the
Company from PTN Media, Inc. to Fashionwindow.com, Inc.; to approve the
Company's 2000 Stock Option Plan; and to ratify the appointment of the new
independent public accountants.
At May 31, 2000, directors and executive officers of the Company and their
affiliates beneficially owned 2,519,114 shares of the voting stock of the
Company, or 56.4% of the total shares of voting stock of the Company outstanding
on such date.
The affirmative vote of the holders of 50.1% of the shares represented at
the meeting in person or by proxy and entitled to vote on the proposals is
required for the approval of the four proposals set forth in this Proxy
Statement.
BOARD AND MANAGEMENT OWNERSHIP
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock, as of May 31, 2000, by (i) each person
known to the Company to beneficially own more than 5% of the outstanding shares
of Common Stock of the Company, (ii) each director of the Company and each
nominee for election as a director and (iii) all directors, nominees for
director and executive officers as a group.
<TABLE>
<CAPTION>
Number Percentage
of Shares (1) Beneficially Owned
------------- ------------------
<S> <C> <C>
Peter Klamka (2) 2,100,874 47%
Chris H. Gioradano (3) 418,240 9.4%
Claudia Schiffer (4) 269,682 6%
American Nortel Communicatiors, Inc. (5) 250,000 5.6%
All officers and directors as a group (2 persons) 2,519,114 56.4%
</TABLE>
------------------
(1) Except as otherwise indicated, the Company believes that the beneficial
owners of Common Stock listed above, based on information furnished by such
owners, have sole investment and voting power with respect to such shares,
subject to community property laws where applicable.
(2) Mr. Klamka's address is the same as that of PTN Media, Inc.
(3) Mr. Giordano's address is Four Dogwood Court, West Patterson, New Jersey
07424.
(4) Ms. Schiffer's address is c/o Peter Klamka, 303 North First Street, Suite
8B, Ann Arbor Michigan 48108.
-2-
<PAGE>
(5) American Nortel Communications, Inc.'s business address is 7201 East
Camelback Road, Suite 320, Scottsdale, Arizona 85251.
PROPOSAL 1 -- ELECTION OF DIRECTORS
At the meeting, one director, Peter Klamka, is to be elected to serve for
a one-year term. The Director will serve until the next Annual Meeting or until
his successor is elected.
The shares represented by the enclosed Proxy will be voted for the
election as directors of the nominee named below. Mr. Klamka is a member of the
present Board. If Mr. Klamka becomes unavailable to stand for re-election for
any reason or if a vacancy on the Board shall occur before the election (which
events are not anticipated), the holders of the Proxy may vote for such other
person in accordance with their best judgment, but not more than one person may
be voted to serve as director.
The information appearing in the following table, with notes thereto, has
been furnished to the Company by the respective nominees.
<TABLE>
<CAPTION>
Principal Occupation
Name of Nominee Age For Past Ten Years
------------------------- ------------ -------------------------------
<S> <C> <C>
Peter Klamka 31 Mr. Klamka has been the Chairman
of the Board and Chief Executive
Officer of the Company since its
inception in May 1997. From 1990
to 1991, Mr. Klamka was employed as
an analyst with Credit Lyonnais. From
1991-1993, he was employed by DMA
Holdings, a private investment company
that invested in and acquired automotive
parts suppliers. From 1993-1994, Mr.
Klamka was the owner and sole stock-
holder of General Display. In 1994,
Mr. Klamka founded Wilshire Fragrance
where he served as Chief Executive
Officer. Mr. Klamka received his
Bachelor of Arts degree from the
University of Michigan.
</TABLE>
The Board of Directors Recommends That You Vote For The Nominee Listed Above.
Meeting of the Board of Directors
During the Company's fiscal year ended December 31, 1999, the Board of
Directors held two meetings and acted one time by unanimous written consent.
Section 16(a) Beneficial Ownership Reporting Compliance
Pursuant to Section 16 (a) of the Securities Exchange Act of 1934, and the
rules issued thereunder, the Company's directors and executive officers are
required to file with the Securities and Exchange Commission and the National
Association of Securities Dealers, Inc. reports of ownership and changes in
ownership of Common Stock and other equity securities of the Company. Copies of
such reports are required to be furnished to the Company. Based solely on a
review of the copies of such reports furnished to the Company, or written
representations that no other reports were required, the Company believes that,
during the Company's fiscal year ended December 31, 1999, all of its executive
officers and directors complied with the requirements of Section 16 (a).
-3-
<PAGE>
Director Compensation
Mr. Klamka did not receive any compensation during the most recent fiscal
year for serving in his position as a director.
Executive Compensation
The following table sets forth the annual compensation paid to executive
officers of the Company for the three fiscal years ended December 28, 1999.
Long Term Compensation
<TABLE>
<CAPTION>
Long Term Compensation
Name and Other Annual Awards - Securities
Principal Position Year Salary($) Bonus($) Compensation(3) Underlying
Options(#)/Warrants(#)
----------------- ---- --------- -------- --------------- -------------------
<S> <C> <C> <C> <C> <C>
Peter Klamka (1) 1999 $45,000 $0 $0 250,000
Chairman of the 1998 $50,000 $0 $0 0
Board and Chief 1997 $0 $0 $0 16,666
Executive Officer
</TABLE>
---------------
(1) Mr. Klamka has an oral agreement with the company to receive a base salary
of $100,000 per year and such other compensation as the Board of Directors
shall designate. During 1998, Mr. Klamka was issued 16,666 shares of Common
Stock as compensation for services in 1997. Mr. Klamka has waived any
additional salary payable to him for services provided during the year ended
December 31, 1997, and has stated to the Company that he expects to waive
any further salary payable to him for the foreseeable future, although no
assurance thereof can be given by him.
OPTIONS GRANTS IN LAST FISCAL YEAR
The following table contains information concerning stock option grants
made to each of the named executive officers in fiscal 1999. No stock
appreciation rights were granted to these individuals during such year.
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
Number of Securities Percent of Total Options
Underlying Options Granted to Employees
Name Granted(#) in Fiscal Year Exercise Price ($/Sh) Expiration
--------------------- -------------------- ------------------------ --------------------- -----------
<S> <C> <C> <C> <C>
Peter Klamka 250,000 67% $4.50 October 2009
Chris Giordano 125,000 33% $3.00 October 2009
</TABLE>
OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following table sets forth information concerning option exercises and
option holdings for the fiscal year 1999 with respect to each of the named
executive officers. No named executive officers exercised any options during
such year.
-4-
<PAGE>
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Underlying Unexercised Options In-the-money Options
Value at Fiscal Year End(#) at Fiscal Year End($)
Name Shares Acquired Realized($) Exercisable/Unexercisable Exercisable/Unexercisable(1)
--------------------- --------------- ----------- ------------------------------- ---------------------------
<S> <C> <C> <C> <C>
Peter Klamka 0 0 3,000 exercisable/ $343,750 exercisable/
0 unexercisable $0 unexercisable
Chris Giordano 0 0 125,000 exercisable/ $359,375 exercisable/
0 unexercisable $0 unexercisable
</TABLE>
Employment Agreements
The Company does not have any employment or other written agreement with
Peter Klamka, its Chairman, President and Chief Executive Officer. Mr. Klamka
has an oral agreement with the Company to receive a base salary of $100,000 per
year and such other compensation as the Board of Directors shall designate.
Limits On Liability And Indemnification
The Company's Certificate of Incorporation eliminates the personal
liability of its directors to the Company and its stockholders for monetary
damages for breach of the directors' fiduciary duties in certain circumstances.
The Certificate of Incorporation further provides that the Company will
indemnify its officers and directors to the fullest extent permitted by law. The
Company believes that such indemnification covers at least negligence and gross
negligence on the part of the indemnified parties. Insofar as indemnification
for liabilities under the Securities Act may be permitted to directors,
officers, and controlling persons of the Company pursuant to the foregoing
provisions or otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable.
PROPOSAL 2 - PROPOSAL TO CHANGE THE NAME OF THE COMPANY
What Am I Voting On?
A proposal to change the name of the Company from PTN Media, Inc. to
Fashionwindow.com, Inc.
The Board of Directors has unanimously approved, and recommended for
adoption by stockholders at the Annual Meeting, an amendment to Article First of
the Company's Certificate of Incorporation to change the name of the Company to
Fashionwindow.com, Inc. To accomplish this name change, it is necessary to amend
the applicable provision of the Company's Certificate of Incorporation.
The affirmative vote of the holders of the majority of the shares of
Common Stock present in person or represented and entitled to vote is required
for the approval of Proposal 2.
The change of the Company's name will not affect in any way the validity
of currently outstanding stock certificates. Stockholders will not be required
to surrender or exchange any stock certificates that they currently hold.
The Board of Directors believes that the adoption of the proposed
amendment of the Certificate of Incorporation is the best interests of the
Company and the stockholders as important and positive changes are occurring at
the Company. The Company's online destination that provides content related
fashion, style, beauty and entertainment over the Internet Fashionwindow.com
[www.fashionwindow.com] is expanding its editorial content and adding more
celebrity relationships and new innovative features. While the PTN Media name
has served the Company
-5-
<PAGE>
well, the Board of Directors believe that the name Fashionwindows.com, Inc.
better reflects the business of the Company as an interactive media provider of
fashion branded content. Accordingly, the Board of Directors is proposing that
Article First of the Certificate of Incorporation be amended to change the name
of the Company to "Fashionwindow.com, Inc ."
The full text of Article First of the Certificate of Incorporation, as
proposed to be amended, is as follows:
"FIRST: The name of the Corporation is Fashionwindows.com, Inc."
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR
PROPOSAL 2.
PROPOSAL 3 - PROPOSAL TO APPROVE THE COMPANY'S 2000 STOCK OPTION PLAN
On June 22, 2000, the Board of Directors adopted the PTN Media, Inc. 2000
Stock Option Plan for officers and key employees, advisers and consultant of the
Company and its subsidiaries. The principal features of the Plan, as amended,
are summarized below, but such summary is qualified in its entirety by reference
to the full text of the Plan, which is attached hereto as Exhibit A.
Under the Plan, up to an aggregate of 750,000 shares of the Company's
Common Stock may be issued pursuant to stock options, subject to adjustment in
the case of certain corporate transactions.
The options may be either options intended to qualify as "incentive stock
options", as that term is defined in the Internal Revenue Code of 1986, as
amended (the "Code"), or non-statutory options. The per share exercise price of
options granted under the Plan may not be less than 100% of the Fair Market
Value (as defined below) of a share of the Company's Common Stock on the date of
grant. Shares of Common Stock acquired under the Plan may be treasury shares,
including shares purchased in the open market for the use in the Plan, newly
issued shares, or a combination thereof. Fair Market Value, as of any date,
means the closing sales price of a share of Common Stock as reported by the
National Association of Securities Dealers, Inc.
The affirmative vote of the holders of a majority of the shares of Commons
Stock present in person or represented by proxy at the Annual Meeting and
entitled to vote is required for the Plan to be effective.
The Board of Directors unanimously recommends that stockholders vote FOR
approval of the Plan.
PROPOSAL 4 -- RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Although the By-Laws of the Company do not require the submission of the
selection of independent auditors to the stockholders for approval, the Board of
Directors considers it desirable that its appointment of independent auditors be
ratified by the stockholders. _____________________ has been appointed to serve
in that capacity for the 2000 fiscal year. The Board of Directors will ask the
stockholders to ratify the appointment of this firm as independent auditors for
the Company at the Annual Meeting.
In the event that such appointment is not ratified by the stockholders, it
is anticipated that _____________________ will continue to serve as the
Company's independent auditors for the 2000 fiscal year.
A representative will be present at the Annual Meeting and will be
available to respond to appropriate questions from stockholders.
The affirmative vote of the holders of a majority of the shares of Common
Stock present in person or represented and entitled to vote is required for the
approval of Proposal 3.
-6-
<PAGE>
The Board Of Directors Unanimously Recommends That You Vote For The
Appointment Of Merdinger, Fruchter, Rosen & Corso, P.C. as the Company's
Independent Auditors.
STOCKHOLDER PROPOSALS
All stockholder proposals which are intended to be presented at the Annual
Meeting of Stockholders of the Company in the Year 2000 must be received by the
Company no later than March 14, 2001 for inclusion in the Board of Directors'
proxy statement and form of proxy relating to the meeting.
OTHER BUSINESS
The Board of Directors knows of no other business to be acted upon at the
meeting. However, if any other business properly comes before the meeting, it is
the intention of the persons named in the enclosed proxy to vote on such matters
in accordance with their best judgment.
The prompt return of the proxy will be appreciated and helpful in
obtaining the necessary vote. Therefore, whether or not you expect to attend the
meeting, please sign the proxy and return it in the enclosed envelope.
ANNUAL REPORT
The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1999, and the Company's Quarterly Report on Form 10-QSB for the
quarter period ended March 31, 2000 are being mailed with this proxy statement.
BY ORDER OF THE BOARD OF DIRECTORS
Peter Klamka
Secretary
Dated: July __, 2000
-7-
<PAGE>
Exhibit A
PTN MEDIA, INC.
2000 STOCK OPTION PLAN
1. Establishment, Purpose and Types of Awards
PTN Media, Inc. hereby establishes the PTN MEDIA, INC. 2000 STOCK
OPTION PLAN (the "Plan"). The purpose of the Plan is to promote the long-term
growth and profitability of PTN Media, Inc. (the "Corporation") by (i) providing
key people with incentives to improve stockholder value and to contribute to the
growth and financial success of the Corporation and (ii) enabling the
Corporation to attract, retain and reward the best available persons for
positions of substantial responsibility.
The Plan permits the granting of stock options, including nonqualified
stock options and incentive stock options qualifying under Section 422 of the
Code, in any combination (collectively, "Options").
2. Definitions
Under this Plan, except where the context otherwise indicates, the following
definitions apply:
(a) "Board" shall mean the Board of Directors of the Corporation.
(b) "Change in Control" shall mean: (i) an acquisition of the
Corporation, which in the sole discretion of the Board immediately
prior to such acquisition, is determined to be an acquisition
hostile to, and not in the best interests of, the stockholders of
the Corporation, or (ii) an acquisition of fifty percent (50%) or
more of the combined voting power of the Corporation's then
outstanding securities by any person (other than Peter Klamka), as
such term is used in Sections 13(d) and 14(d)(ii) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
or (iii) a change in the composition of the Board so that a
majority of the members of the Board immediately prior to such
change of control or change in composition of the Board, is
determined to be a change hostile to, and not in the best
interests of, the stockholders of the Corporation.
(c) "Code" shall mean the Internal Revenue Code of 1986, as amended,
and any regulations issued thereunder.
(d) "Committee" shall mean the Board or committee of Board members
appointed pursuant to Section 3 of the Plan to administer the
Plan.
(e) "Common Stock" shall mean shares of the Corporation's common
stock, $.0001 par value.
(f) "Fair Market Value" of a share of the Corporation's Common Stock
for any purpose on a particular date shall be determined in a
manner such as the Committee shall in good faith determine to be
appropriate; provided, however, that if the Common Stock is
publicly traded, then Fair Market Value shall mean the last
reported sale price per share of Common Stock, regular way, or, in
case no such sale takes place on such day, the average of the
closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting
system with respect to securities listed or admitted to trading on
a national securities exchange or included for quotation on a
system established by the National Association of Securities
Dealers, Inc. ("Nasdaq System"), or if the Common Stock is not so
listed or admitted to trading or included for quotation, the last
quoted price, or if the Common Stock is not so quoted, the average
of the high bid and low asked prices, regular way, in the
over-the-counter market, as reported by the National Association
of Securities Dealers, Inc. Automated Quotation System or, if such
system is no longer in use, the principal other automated
quotations system that may then be in use or, if the Common Stock
is not quoted by any such organization, the average of the closing
bid and asked prices, regular way, as furnished by a professional
market maker making a market in the Common Stock as selected in
good faith by the Committee or by such other source or sources as
shall be selected in good faith by the Committee; and, provided
further, that in the case of incentive stock options, the
determination of Fair Market Value shall be made by the Committee
in good faith in conformance with the Treasury Regulations under
Section 422 of the Code. If, as the case may be, the relevant date
is not a trading day, the determination shall be made as of the
next preceding trading day. As used herein, the term
<PAGE>
"trading day" shall mean a day on which public trading of
securities occurs and is reported in the principal consolidated
reporting system referred to above, or if the Common Stock is not
listed or admitted to trading on a national securities exchange or
included for quotation on the Nasdaq System, any day other than a
Saturday, a Sunday or a day in which banking institutions in the
State of New York are closed.
(g) "Grant Agreement" shall mean a written agreement between the
Corporation and a grantee memorializing the terms and conditions
of an Option granted pursuant to the Plan.
(h) "Grant Date" shall mean the date on which the Committee formally
acts to grant an Option to a grantee or such other date as the
Committee shall so designate at the time of taking such formal
action.
(i) "Parent" shall mean a corporation, whether now or hereafter
existing, within the meaning of the definition of "parent
corporation" provided in Section 424(e) of the Code, or any
successor thereto of similar import.
(j) "Rule 16b-3" shall mean Rule 16b-3 as in effect under the Exchange
Act on the effective date of the Plan, or any successor provision
prescribing conditions necessary to exempt the issuance of
securities under the Plan (and further transactions in such
securities) from Section 16(b) of the Exchange Act.
(k) "Subsidiary" and "subsidiaries" shall mean only a corporation or
corporations, whether now or hereafter existing, within the
meaning of the definition of "subsidiary corporation" provided in
Section 424(f) of the Code, or any successor thereto of similar
import.
3. Administration
(a) Procedure. The Plan shall be administered by the Board. In the
alternative, the Board may appoint a Committee consisting of not less than
two (2) members of the Board to administer the Plan on behalf of the Board,
subject to such terms and conditions as the Board may prescribe. Once
appointed, the Committee shall continue to serve until otherwise directed by
the Board. From time to time, the Board may increase the size of the
Committee and appoint additional members thereof, remove members (with or
without cause) and appoint new members in substitution therefor, fill
vacancies, however caused, and remove all members of the Committee and,
thereafter, directly administer the Plan. In the event that the Board is the
administrator of the Plan in lieu of a Committee, the term "Committee" as
used herein shall be deemed to mean the Board. The Plan shall be administered
in accordance with the then effective provisions of Rule 16b-3, provided that
any amendment to the Plan required for compliance with such provisions shall
be made in accordance with Section 10 of the Plan.
Members of the Board or Committee who are either eligible for Options or
have been granted Options may vote on any matters affecting the administration
of the Plan or the grant of Options pursuant to the Plan, except that no such
member shall act upon the granting of an Option to himself or herself, but any
such member may be counted in determining the existence of a quorum at any
meeting of the Board or the Committee during which action is taken with respect
to the granting of an Option to him or her.
The Committee shall meet at such times and places and upon such notice as
it may determine. A majority of the Committee shall constitute a quorum. Any
acts by the Committee may be taken at any meeting at which a quorum is present
and shall be by majority vote of those members entitled to vote. Additionally,
any acts reduced to writing or approved in writing by all of the members of the
Committee shall be valid acts of the Committee.
(b) Powers of the Committee. The Committee shall have all the powers
vested in it by the terms of the Plan, such powers to include authority, in
its sole and absolute discretion, to grant Options under the Plan, prescribe
Grant Agreements evidencing such Options and establish programs for granting
Options. The Committee shall have full power and authority to take all other
actions necessary to carry out the purpose and intent of the Plan, including,
but not limited to, the authority to:
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i) determine the eligible persons to whom, and the time or times at
which Options shall be granted,
ii) determine the types of Options to be granted,
iii) determine the number of shares to be covered by each Option,
iv) impose such terms, limitations, restrictions and conditions upon
any such Option as the Committee shall deem appropriate,
v) modify, extend or renew outstanding Options, accept the surrender
of outstanding Options and substitute new Options, provided that no
such action shall be taken with respect to any outstanding Option which
would adversely affect the grantee without the grantee's consent, and
vi) accelerate or otherwise change the time in which an Option may
be exercised, in whole or in part, including, but not limited to, any
restriction or condition with respect to the vesting or exercisability
of an Option following termination of any grantee's employment.
The Committee shall have full power and authority to administer and
interpret the Plan and to adopt such rules, regulations, agreements, guidelines
and instruments for the administration of the Plan and for the conduct of its
business as the Committee deems necessary or advisable and to interpret same,
all within the Committee's sole and absolute discretion.
(c) Limited Liability. To the maximum extent permitted by law, no
member of the Committee shall be liable for any action taken or decision made
in good faith relating to the Plan or any Option thereunder.
(d) Indemnification. To the maximum extent permitted by law, the
members of the Committee shall be indemnified by the Corporation in respect
of all their activities under the Plan.
(e) Effect of Committee's Decision. All actions taken and decisions and
determinations made by the Committee on all matters relating to the Plan
pursuant to the powers vested in it hereunder shall be in the Committee's
sole and absolute discretion and shall be conclusive and binding on all
parties concerned, including the Corporation, its stockholders, any
participants in the Plan and any other employee of the Corporation, and their
respective successors in interest.
4. Shares Available for the Plan: Maximum Awards
Subject to adjustments as provided in Section 9 of the Plan, the shares
of stock that may be delivered or purchased under the Plan, including with
respect to incentive stock options intended to qualify under Section 422 of the
Code, shall not exceed an aggregate of 750,000 shares of Common Stock of the
Corporation. The Corporation shall reserve said number of shares for Options to
be awarded under the Plan, subject to adjustments as provided in Section 9 of
the Plan. If any Option, or portion of an Option, under the Plan expires or
terminates unexercised, becomes unexercisable or is forfeited or otherwise
terminated, surrendered or canceled as to any shares, the shares subject to such
Option shall thereafter be available for further Options under the Plan unless
such shares would not be deemed available for future Options pursuant to Section
16 of the Exchange Act.
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5. Participation
Participation in the Plan shall be open to all employees, advisers,
consultants, officers and directors of the Corporation, or of any Parent or
Subsidiary of the Corporation, as may be selected by the Committee from time to
time. Notwithstanding the foregoing, participation in the Plan with respect to
awards of incentive stock options shall be limited to employees of the
Corporation or of any Parent or Subsidiary of the Corporation. To the extent
necessary to comply with Rule 16b-3 or to constitute an "outside director"
within the meaning of Section 162(m) of the Code, and only in the event that
Rule 16b-3 or Section 162(m) of the Code is applicable to the Plan or an Option
awarded thereunder, Committee members shall not be eligible to participate in
the Plan while members of the Committee.
Options may be granted to such eligible persons and for or with respect
to such number of shares of Common Stock as the Committee shall determine,
subject to the limitations in Section 4 of the Plan. A grant of any type of
Option made in any one year to an eligible person shall neither guarantee nor
preclude a further grant of that or any other type of Option to such person in
that year or subsequent years.
6. Stock Options
Subject to the other applicable provisions of the Plan, the Committee
may from time to time grant to eligible participants nonqualified stock options
or incentive stock options as that term is defined in Section 422 of the Code.
The Options granted shall be subject to the following terms and conditions.
(a) Grant of Option. The grant of an Option shall be evidenced by a
Grant Agreement, executed by the Corporation and the grantee, stating the
number of shares of Common Stock subject to the Option evidenced thereby and
the terms and conditions of such Option, in such form as the Committee may
from time to time determine.
(b) Price. The price per share payable upon the exercise of each Option
("exercise price") shall be determined by the Committee; provided, however,
that in the case of incentive stock options, the exercise price shall not be
less than 100% of the Fair Market Value of the shares on the date the Option
is granted.
(c) Payment. Options may be exercised in whole or in part by payment of
the exercise price of the shares to be acquired in accordance with the
provisions of the Grant Agreement, and/or such rules and regulations as the
Committee may have prescribed, and/or such determinations, orders, or
decisions as the Committee may have made. Payment of the exercise price shall
be made in cash (or cash equivalents acceptable to the Committee) or by such
other means as the Committee may prescribe. The Corporation may make or
guarantee loans to grantees to assist grantees in exercising Options.
The Committee, subject to such limitations as it may determine, may
authorize payment of the exercise price, in whole or in part, by delivery of a
properly executed exercise notice, together with irrevocable instructions, to:
(i) a brokerage firm designated by the Corporation to deliver promptly to the
Corporation the aggregate amount of sale or loan proceeds to pay the exercise
price and any withholding tax obligations that may arise in connection with the
exercise, and (ii) the Corporation to deliver the certificates for such
purchased shares directly to such brokerage firm.
(d) Terms of Options. The term during which each Option may be
exercised shall be determined by the Committee. In no event shall an Option
be exercisable less than six months nor more than ten years from the date it
is granted. Prior to the exercise of the Option and delivery of the shares
certificates represented thereby, the grantee shall have none of the rights
of a stockholder with respect to any shares represented by an outstanding
Option.
(e) Restrictions on Incentive Stock Options. The aggregate Fair Market
Value (determined as of the Grant Date) of shares of Common Stock with
respect to which all incentive stock options first become exercisable by any
grantee in any calendar year under this or another plan of the Corporation
and its Parent and Subsidiary
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corporations may not exceed $100,000 or such other amount as may be
permitted from time to time under Section 422 of the Code. To the extent that
such aggregate Fair Market Value shall exceed $100,000, or other applicable
amount, such Options (taking Options into account in the order in which they
were granted) shall be treated as nonqualified stock options. In such case,
the Corporation may designate the shares of Common Stock that are to be
treated as stock acquired pursuant to the exercise of an incentive stock
option by issuing a separate certificate for such shares and identifying the
certificate as incentive stock option shares in the stock transfer records of
the Corporation.
The exercise price of any incentive stock option granted to a grantee
who owns (within the meaning of Section 422(b)(6) of the Code, after the
application of the attribution rules in Section 424(d) of the Code) more than
10% of the total combined voting power of all classes of shares of the
Corporation or its Parent or Subsidiary corporations (within the meaning of
Sections 422 and 424 of the Code) shall be not less than 110% of the Fair Market
Value of the Common Stock on the grant date and the term of such Option shall
not exceed five years.
Incentive stock options shall only be issued to employees of the
Corporation or of a Parent or Subsidiary of the Corporation.
(f) Other Terms and Conditions. Options may contain such other
provisions, not inconsistent with the provisions of the Plan, as the
Committee shall determine appropriate from time to time. No Option shall be
an incentive stock option unless so designated by the Committee at the time
of grant or in the Grant Agreement evidencing such Option.
7. Withholding of Taxes
The Corporation may require, as a condition to any exercise of an
Option under the Plan or a Grant Agreement (hereinafter referred to as a
"taxable event"), that the grantee pay to the Corporation, in cash, any federal,
state or local taxes of any kind required by law to be withheld with respect to
any taxable event under the Plan. The Corporation, to the extent permitted or
required by law, shall have the right to deduct from any payment of any kind
(including salary or bonus) otherwise due to a grantee any federal, state or
local taxes of any kind required by law to be withheld with respect to any
taxable event under the Plan, or to retain or sell without notice a sufficient
number of the shares to be issued to such grantee to cover any such taxes.
8. Transferability
To the extent required to comply with Rule 16b-3, and in any event in
the case of an incentive stock option, no Option granted under the Plan shall be
transferable by a grantee otherwise than by will or the laws of descent and
distribution. Unless otherwise determined by the Committee in accord with the
provisions of the immediately preceding sentence, an Option may be exercised
during the lifetime of the grantee, only by the grantee or, during the period
the grantee is under a legal disability, by the grantee's guardian or legal
representative.
9. Adjustments; Business Combinations
In the event of a reclassification, recapitalization, stock split,
stock dividend, combination of shares, or other similar event, the maximum
number and kind of shares reserved for issuance or with respect to which Options
may be granted under the Plan as provided in Section 4 shall be adjusted to
reflect such event, and the Committee shall make such adjustments as it deems
appropriate and equitable in the number, kind and price of shares covered by
outstanding Options made under the Plan, and in any other matters which relate
to Options and which are affected by the changes in the Common Stock referred to
above.
In the event of any proposed Change in Control, the Committee shall
take such action as it deems appropriate to effectuate the purposes of this Plan
and to protect the grantees of Options, which action may include, but without
limitation, any one or more of the following: (i) acceleration or change of the
exercise dates of any Option; (ii) arrangements with grantees for the payment of
appropriate consideration to them for the cancellation and surrender of any
Option; and (iii) in any case where equity securities other than Common Stock of
the Corporation are proposed to be delivered in exchange for or with respect to
Common Stock of the Corporation,
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arrangements providing that any Option shall become one or more Options with
respect to such other equity securities.
In the event the Corporation dissolves and liquidates (other than
pursuant to a plan of merger or reorganization), then notwithstanding any
restrictions on exercise set forth in this Plan or any Grant Agreement (i) each
grantee shall have the right to exercise his Option at any time up to ten (10)
days prior to the effective date of such liquidation and dissolution; and (ii)
the Committee may make arrangements with the grantees for the payment of
appropriate consideration to them for the cancellation and surrender of any
Option that is so canceled or surrendered at any time up to ten (10) days prior
to the effective date of such liquidation and dissolution. The Committee may
establish a different period (and different conditions) for such exercise,
cancellation, or surrender to avoid subjecting the grantee to liability under
Section 16(b) of the Exchange Act Any Option not so exercised, canceled, or
surrendered shall terminate on the last day for exercise prior to such effective
date.
10. Termination and Modification of the Plan
The Board, without further approval of the stockholders, may modify or
terminate the Plan or any portion thereof at any time, except that no
modification shall become effective without prior approval of the stockholders
of the Corporation if stockholder approval is necessary to comply with any tax
or regulatory requirement or rule of any exchange or Nasdaq System upon which
the Common Stock is listed or quoted; including for this purpose stockholder
approval that is required for continued compliance with Rule 16b-3 or
stockholder approval that is required to enable the Committee to grant incentive
stock options pursuant to the Plan.
The Committee shall be authorized to make minor or administrative
modifications to the Plan as well as modifications to the Plan that may be
dictated by requirements of federal or state laws applicable to the Corporation
or that may be authorized or made desirable by such laws. The Committee may
amend or modify the grant of any outstanding Option in any manner to the extent
that the Committee would have had the authority to make such Option as so
modified or amended. No modification may be made that would materially adversely
affect any Option previously made under the Plan without the approval of the
grantee.
11. Non-Guarantee of Employment
Nothing in the Plan or in any Grant Agreement thereunder shall confer
any right on an employee to continue in the employ of the Corporation or
shall interfere in any way with the right of the Corporation to terminate an
employee at any time.
12. Termination of Employment
For purposes of maintaining a grantee's continuous status as an
employee and accrual of rights under any Options, transfer of an employee among
the Corporation and the Corporation's Parent or Subsidiaries shall not be
considered a termination of employment. Nor shall it be considered a termination
of employment for such purposes if an employee is placed on military or sick
leave or such other leave of absence which is considered as continuing intact
the employment relationship; in such a case, the employment relationship shall
be continued until the date when an employee's right to reemployment shall no
longer be guaranteed either by law or contract.
13. Written Agreement
Each Grant Agreement entered into between the Corporation and a grantee
with respect to an Option granted under the Plan shall incorporate the terms of
this Plan and shall contain such provisions, consistent with the provisions of
the Plan, as may be established by the Committee.
14. Non-Uniform Determinations
The Committee's determinations under the Plan (including, without
limitation, determinations of the persons to receive Options, the form, amount
and timing of such Options, the terms and provisions of such Options
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and the agreements evidencing same) need not be uniform and may be made by it
selectively among persons who receive, or are eligible to receive, Options under
the Plan, whether or not such persons are similarly situated.
15. Limitation on Benefits
With respect to persons subject to Section 16 of the Exchange Act,
transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3. To the extent any provision of the Plan or action by
the Committee fails to so comply, it shall be deemed null and void, to the
extent permitted by law and deemed advisable by the Committee.
16. Listing and Registration
If the Corporation determines that the listing, registration or
qualification upon any securities exchange or upon any Nasdaq System or under
any law, of shares subject to any Option is necessary or desirable as a
condition of, or in connection with, the granting of same or the issue or
purchase of shares thereunder, no such Option may be exercised in whole or in
part and no restrictions on such Option shall lapse, unless such listing,
registration or qualification is effected free of any conditions not acceptable
to the Corporation.
17. Compliance with Securities Laws
The Corporation may require that a grantee, as a condition to exercise
of an Option, and as a condition to the delivery of any share certificate,
provide to the Corporation, at the time of each such exercise and each such
delivery, a written representation that the shares of Common Stock being
acquired shall be acquired by the grantee solely for investment and will not be
sold or transferred without registration or the availability of an exemption
from registration under the Securities Act and applicable state securities laws.
The Corporation may also require that a grantee submit other written
representations which will permit the Corporation to comply with federal and
applicable state securities laws in connection with the issuance of the Common
Stock, including representations as to the knowledge and experience in financial
and business matters of the grantee and the grantee's ability to bear the
economic risk of the grantee's investment. The Corporation may require that the
grantee obtain a "purchaser representative" as, that term is defined in
applicable federal and state securities laws. The stock certificates for any
shares of Common Stock issued pursuant to this Plan may bear a legend
restricting transferability of the shares of Common Stock unless such shares are
registered or an exemption from registration is available under the Securities
Act and applicable state securities laws. The Corporation may notify its
transfer agent to stop any transfer of shares of Common Stock not made in
compliance with these restrictions. Common Stock shall not be issued with
respect to an Option granted under the Plan unless the exercise of such Option
and the issuance and delivery of share certificates for such Common Stock
pursuant thereto shall comply with all relevant provisions of law, including,
without limitation, the Securities Act, the Exchange Act, the rules and
regulations promulgated thereunder, and the requirements of any national
securities exchange or Nasdaq System upon which the Common Stock may then be
listed or quoted, and shall be further subject to the approval of counsel for
the Corporation with respect to such compliance to the extent such approval is
sought by the Committee.
18. Governing Law
The validity, construction and effect of the Plan, of Grant Agreements
entered into pursuant to the Plan, and of any rules, regulations, determinations
or decisions made by the Board or Committee relating to the Plan or such Grant
Agreements, and the rights of any and all persons having or claiming to have any
interest therein or thereunder, shall be determined exclusively in accordance
with applicable federal laws and the laws of the State of Delaware, without
regard to its conflict of laws rules and principles.
19. Plan Subject to Certificate of Incorporation and By-Laws
This Plan is subject to the Certificate of Incorporation and By-Laws of
the Corporation, as they may be amended from time to time.
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20. Effective Date; Termination Date
The Plan is effective as of July 3, 2000, the date on which the Plan
was adopted by the Board, subject to approval of the stockholders within twelve
months of such date. Unless previously terminated, the Plan shall terminate on
the close of business on July 3, 20010, ten years from the effective date.
Subject to other applicable provisions of the Plan, all Options granted under
the Plan prior to termination of the Plan shall remain in effect until such
Options have been satisfied or terminated in accordance with the Plan and the
terms of such Options.
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PTN MEDIA, INC.
455 EAST EISENHOWER PARKWAY, SUITE 15
ANN HARBOR, MICHIGAN 48108
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REVOCABLE PROXY
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF PTN MEDIA, INC.
FOR USE ONLY AT THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 15, 2000
AND AT ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
The undersigned hereby appoints Peter Klamka as Proxy, with the power to
appoint his substitute, and hereby authorizes him to represent and to vote as
designated below, all the shares of Common Stock of PTN Media, Inc. held of
record by the undersigned on July 14, 2000, at the Annual Meeting of
Stockholders to be held on August 15, 2000, or any adjournment or postponement
thereof, with all the powers that the undersigned would possess if personally
present as indicated below.
SHARES OF COMMON STOCK OF THE COMPANY WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, SHARES WILL BE VOTED FOR PROPOSAL 1, FOR PROPOSAL 2, FOR
PROPOSAL 3, AND FOR PROPOSAL 4, AND OTHERWISE AT THE DISCRETION OF THE PROXIES.
The undersigned hereby acknowledges receipt of the Notice of the Annual Meeting
of Stockholders of the Company called for August 15, 2000, a Proxy Statement for
the Annual Meeting, the Company's Annual Report on Form 10- KSB for the fiscal
year ended December 31, 1999, and the Company's Quarterly Report on Form 10-QSB
for the quarter ended March 31, 2000.
Continued and to be voted and signed on reverse
<PAGE>
THIS PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS EXERCISED.
The Board of Directors recommends that you vote FOR Proposal 1, FOR Proposal 2,
FOR Proposal 3, and FOR Proposal 4.
(1) ELECTION OF DIRECTOR: Nominee: Peter Klamka
For / / Against / /
(2) To approve a proposal to change the name of the Company to
Fashionwindow.com, Inc
For / / Against / / Abstain / /
(3) To consider and vote upon a proposal to approve the Company's 2000 PTN Media
Stock Option Plan.
For / / Against / / Abstain / /
(4) To ratify the appointment of _____________________ as the Company's
independent auditors for the fiscal year ending December 31, 2000.
For / / Against / / Abstain / /
If you plan to attend the Annual Meeting please check the following box: / /
THIS PROXY HAS BEEN MADE AVAILABLE TO:
Signature
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Signature
--------------------------------------------------------------------------------
Date
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Please sign exactly as your name( s) appear( s) on this proxy. Only one
signature is required in case of a joint account. When signing in a
representative capacity, please give title. Please mark, sign, date, and
promptly return this proxy card using the enclosed envelope.
