Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|X| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
DAG Media, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
<PAGE>
PRELIMINARY PROXY
DAG MEDIA, INC.
Notice of Annual Meeting of Stockholders to be held on Tuesday, July 18, 2000
------------------
The Annual Meeting of Stockholders of DAG Media, Inc. will be held at
Harry's at Hanover, 1 Hanover Square, New York, New York, on Tuesday, July 18,
2000 at 9:00 a.m., Eastern Daylight Savings Time, for the purpose of considering
and acting upon the following:
1. Election of seven (7) Directors.
2. A proposed amendment to the Company's Stock Option Plan to
increase by 145,000 shares the maximum number of shares
issuable thereunder.
3. Confirmation of the appointment of Arthur Andersen LLP as
auditors for the fiscal year ending December 31, 2000.
4. Any and all matters incident to the foregoing, and such other
business as may legally come before the meeting and any
adjournments or postponements thereof.
The Board of Directors has fixed the close of business on June 14, 2000 as
the record date for determining the stockholders having the right to notice of
and to vote at the meeting.
By order of the Board of Directors
Assaf Ran
President
Kew Gardens, New York
June 19, 2000
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IMPORTANT: Every stockholder, whether or not he or she expects to attend the
annual meeting in person, is urged to execute the proxy and return
it promptly in the enclosed business reply envelope.
We shall appreciate your giving this matter your prompt attention.
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<PAGE>
DAG MEDIA, INC.
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PROXY STATEMENT
For Annual Meeting of Stockholders
to be Held July 18, 2000
-----------------
Proxies in the form enclosed with this Statement are solicited by DAG
Media Inc. (the "Company") to be used at the Annual Meeting of Stockholders to
be held at Harry's at Hanover, 1 Hanover Square, New York, New York, on July 18,
2000 at 9:00 a.m., Eastern Daylight Savings Time, for the purposes set forth in
the Notice of Meeting and this Proxy Statement. The Company's principal
executive offices are located at 125-10 Queens Boulevard, Kew Gardens, New York
11415. The approximate date on which this Statement and the accompanying proxy
will be mailed to Stockholders is June 19, 2000.
THE VOTING AND VOTE REQUIRED
On the record date for the meeting, June 14, 2000, there were outstanding
____________ shares of common stock of the Company (the "Common Stock"), each of
which will be entitled to one vote.
Directors are elected by a plurality of the votes cast at the meeting.
Confirmation of the appointment of auditors is by the affirmative vote of a
majority of the votes cast at the meeting.
All shares represented by valid proxies will be voted in accordance with
the instructions contained therein. In the absence of instructions, proxies will
be voted FOR each of the stated matters being voted on at the meeting. A proxy
may be revoked by the stockholder giving the proxy at any time before it is
voted, either by oral or written notice, and a prior proxy is automatically
revoked by a stockholder giving a subsequent proxy or attending and voting at
the meeting. Attendance at the meeting, however, in and of itself does not
revoke a prior proxy. In the case of the election of directors, shares
represented by a proxy which are marked "WITHHOLD AUTHORITY" to vote for all
five nominees will not be counted in determining whether a plurality vote has
been received for the election of directors. Shares represented by proxies which
are marked "ABSTAIN" on any other proposal will not be counted in determining
whether the requisite vote has been received for such proposal. In instances
where brokers are prohibited from exercising discretionary authority for
beneficial owners who have not returned proxies ("broker non-votes"), those
shares will not be included in the vote totals and, therefore, will have no
effect on the outcome of the vote.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table shows certain information with respect to beneficial
ownership of the Company's Common Stock on March 17, 2000 by all persons known
to be the beneficial owners of more than 5% of its outstanding shares, and by
all Directors and Officers of the Company, as a group:
Shares Beneficially
Name of Beneficial Owner Owned(1) % of Class
Assaf Ran
C/o DAG Media, Inc.
125-10 Queens Boulevard
Kew Gardens, New York
11415 1,413,095 48.650%
Divir Langer
66 Overlook Terrace
New York, New York 10090 148,809 5.12%
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All Directors and
Officers as a group
(6 persons) 1,476,357 50.47%
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(1) A person is deemed to be a beneficial owner of securities that can be
acquired by such person within 60 days from the date of this Proxy
Statement upon the exercise of options and warrants or conversion of
convertible securities. Each beneficial owner's percentage ownership is
determined by assuming that options, warrants and convertible securities
that are held by such person (but not held by any other person) and that
are exercisable or convertible within 60 days from the filing of this
report have been exercise or converted. Except as otherwise indicated, and
subject to applicable community property and similar laws, each of the
persons named has sole voting and investment power with respect to the
shares shown as beneficially owned. All percentages are determined based
on 2,907,460 shares outstanding on March 17, 2000.
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ELECTION OF DIRECTORS
Seven directors are to be elected at the Annual Meeting each for a term of
one year and until the election and qualification of a successor.
It is intended that votes pursuant to the enclosed proxy will be cast for
the election of the seven nominees named below. In the event that any such
nominee should become unable or unwilling to serve as a Director, the Proxy will
be voted for the election of such person, if any, as shall be designated by the
Board of Directors (the "Board"). Management has no reason to believe these
nominees will not be available for election.
The nominees for election and certain information about them are shown in
the following table:
Shares
Beneficially Percent
Owned on Of
Nominees for Election March 17, 2000(1) Class
----------------- -----
Assaf Ran, 34, has been Chief Executive Officer
and President since our inception in 1989. In 1987
Mr. Ran founded Dapey Assaf Maagarei Mechirim,
Ltd., a publishing company in Israel, and is a
member of its board of directors. 1,413,095 48.60%
Michael J. Jackson, 35, has been Corporate
Controller since August 1999 and Chief Accounting
Officer since May 2000 of AGENCY.COM, a global
internet professional services company. From
December 1988 to August 1999, Mr. Jackson worked
in public accounting, planning coordinating,
staffing and budgeting audit engagements. From
January, 1997 to August, 1999 Mr. Jackson was
manager with Arthur Andersen, LLP. Mr. Jackson
served on the New York State Society Auditing
Standards and Procedures Committee from 1998 to
1999 and is currently serving on the New York
State Society's SEC Committee. -- *
Orna Kirsh, 29, Chief Financial Officer since July
1999 and a member of the board of directors since
September 1999. Ms. Kirsh is a New York licensed
CPA and formerly worked for Arthur Andersen LLP,
the Company's auditors. Ms. Kirsh received her BS
in accounting in May 1992 from the NYU Stern
School of Business. -- *
Phillip Michals, 30, has been a member of the
board of directors since March 1999. He is the
founder and, since August 1996, the president of
Up-Tick Trading, a consulting company to
investment banking firms. Since July 1994, he has
also been a principal and a vice president of
Michals and Stockmen Consulting Inc., a management
consulting firm. Mr. Michals received a BS degree
in human resources from the University of Delaware
in May 1992. 7,000 *
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Shares
Beneficially Percent
Owned on Of
Nominees for Election March 17, 2000(1) Class
----------------- -----
Eran Goldshmid, 33, has been a member of the board
of directors since March 1999. Since December
1998, he has been the general manager of the
Carmiel Shopping Center in Carmiel, Israel. From
April 1995 through December 1998, he was head of
marketing at Environmental Engineering & Design
Company, Ltd., Tel Aviv, Israel. From February
1993 through April 1995, he was head of a sales
office for Yedioth Aharonath, an Israeli daily
newspaper. Mr. Goldshmid received certification as
a financial consultant in February 1993 from the
School for Investment Consultants, Tel Aviv,
Israel, and a BA in business administration from
the University of Humberside, England in December
1998. 7,000 *
Stephen A. Zelnick, 62, has been a partner in the
law firm Morse Zelnick Rose & Lander LLP since its
inception in August 1995. 10,000 *
Gury Barlev, 32, was a full time student from
1997 through 1999. From February, 1996 to December,
1996 he was sales manager at the New Jersey Dappey
Assaf yellow pages and from November, 1995 to
January 1996 he was a sales representative in
Dappey Assaf yellow pages.
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* Less than 1%
(1) A person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days from the filing of this report upon
the exercise of options and warrants or conversion of convertible
securities. Each beneficial owner's percentage ownership is determined by
assuming that options, warrants and convertible securities that are held
by such person (but not held by any other person) and that are exercisable
or convertible within 60 days from the filing of this report have been
exercised or converted. Except as otherwise indicated, and subject to
applicable community property and similar laws, each of the persons named
has sole voting and investment power with respect to the shares shown as
beneficially owned.
Board of Directors and Committees
The Board held two meetings, the Audit Committee, and the Compensation
Committee did not hold any meetings during fiscal 1999. The Audit Committee was
comprised of Messrs. Yoram Evan, Phillip Michals and Eran Goldshmid during 1999.
Mr. Evan is not standing for reelection as a director. The Compensation
Committee was comprised of Messrs. Yoram Evan, Phillip Michaels and Eran
Goldshmid. There is no nominating committee. All directors attended more than
75% of the aggregate number of meetings of the Board and its committees.
The Compensation Committee reviews and recommends to the Board the
compensation and benefits of all officers of the Company, reviews general policy
matters relating to compensation and benefits of all of the officers of the
Company, reviews general policy maters relating to compensation and benefits of
Employees of the Company, and administers the stock option plan and authorizes
the issuance of stock options to the Company's officers, employees, directors
and consultants. The Audit Committee meets with management and the Company's
independent auditors to determine the adequacy of internal controls and other
financial reporting matters.
The Board unanimously recommends a vote FOR the election of each of the
nominees.
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<PAGE>
COMPENSATION OF DIRECTORS AND OFFICERS
AND RELATED MATTERS
Executive Compensation.
The following Summary Compensation Table sets forth all compensation
earned, in all capacities, during the fiscal years ended December 31, 1999 and
1998 by (i) the Company's Chief Executive Officer and (ii) the most highly
compensated executive officers, other than the CEO, who were serving as
executive officers at the end of the 1999 fiscal year and whose salary as
determined by Regulation S-B, Item 402, exceeded $100,000 (the individuals
falling within categories (i) and (ii) are collectively referred to as the
"Named Executives").
Summary Compensation Table
Long-Term Compensation
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Annual
Compensation Awards Payouts
--------------- --------------- ------------
Common Stock
Underlying All Other
Name and Salary Options Compensation
Principal Position Year ($) (#) ($)
------------------ ------- --------------- --------------- ------------
Assaf Ran
Chief Executive
Officer and 1999 $62,500 -- --
President 1998 $25,000 --
Compensation of Directors
Non-employee directors are granted, upon becoming a director, five-year
options to purchase 7,000 shares of Common Stock at an exercise price equal to
the fair market value of a share of Common Stock on the date of grant. They
receive no cash compensation.
Employment Contracts
In March 1999, the Company entered into an employment agreement with Assaf
Ran, its president and chief executive officer. Mr. Ran's employment term
initially ends June 30, 2002 but renews automatically for successive one-year
periods until either party gives 180 days written notice of its intention to
terminate the agreement. Under the agreement, Mr. Ran receives an annual base
salary of $75,000, annual bonuses as determined by the compensation committee of
the Board of Directors in its sole and absolute discretion and is eligible to
participate in all executive benefit plans established and maintained by the
Company. Under the agreement, Mr. Ran agreed to a one-year non-competition
period following the termination of his employment.
On July 19, 1999, the Company entered into an employment agreement with
Orna Kirsh, providing for her employment as chief financial officer of the
Company through July 19, 2001 at a base salary of $100,000. The agreement with
Ms. Kirsh renews automatically for successive one-year periods until either
party gives 14 days written notice of its intention to terminate the agreement.
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Certain Relationships and Related Transactions
There were no related transactions during 1999.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent
(10%) of a registered class of the Company's equity securities to file reports
of ownership and changes in ownership with the Securities and Exchange
Commission ("SEC"). Officers, directors and greater than ten percent (10%)
stockholders are required by SEC regulations to furnish the Company with copies
of all Section 16(a) forms they file.
To the best of the Company's knowledge, based solely on review of the
copies of such forms furnished to the Company, or written representations that
no other forms were required, the Company believes that all Section 16(a) filing
requirements applicable to its officers, directors and greater than ten percent
(10%) shareholders were complied with during 1999.
AMENDMENT OF THE COMPANY'S 1999 STOCK OPTION PLAN TO
INCREASE THE NUMBER OF SHARES RESERVED UNDER THE PLAN
The Board of Directors has determined that it is advisable to amend the
Company's 1999 Stock Option Plan to increase the maximum number of authorized
but unissued shares of Common Stock for the grant of awards under the Plan from
125,000 to 270,000 shares. 119,797 shares of Common Stock remain available for
grant as of March 31, 2000.
The purpose of the Plan is to align the interests of officers, other key
employees, consultants and non-employee directors of the Company and its
subsidiaries with those of the shareholders of the Company, to afford an
incentive to such officers, employees, consultants and directors to continue as
such, to increase their efforts on behalf of the Company and to promote the
success of the Company's business. The availability of additional shares will
enhance the Company's ability to achieve these goals.
Approval of this amendment requires the affirmative vote of a majority of
the shares of Common Stock present at the meeting in person or by proxy.
The Board recommends a vote FOR this proposal
CONFIRMATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board proposes that the stockholders ratify the appointment of Arthur
Andersen LLP as the Company's independent accountants for 2000. Arthur Andersen
LLP were the Company's independent accountants for 1999. The report of Arthur
Andersen LLP with respect to the Company's financial statements appears in the
Company's Annual Report for the fiscal year ended December 31, 1999. A
representative of Arthur Andersen LLP will be at the Annual Meeting of
Stockholders and will have an opportunity to make a statement if he desires to
do so and will be available to respond to appropriate questions. In the event
the stockholders fail to ratify the appointment, the Board will consider it a
directive to consider other accountants for a subsequent year.
The Board recommends a vote FOR this proposal.
7
<PAGE>
MISCELLANEOUS
Other Matters
Management knows of no matter other than the foregoing to be brought
before the Annual Meeting of Stockholders, but if such other matters properly
come before the meeting, or any adjournment thereof, the persons named in the
accompanying form of proxy will vote such proxy on such matters in accordance
with their best judgment.
Reports and Financial Statements
The Company's Annual Report for the year ended December 31, 1999 including
Audited Financial Statements is included with this proxy material. Such Report
and Financial Statements contained therein are not incorporated herein by
reference and are not considered part of this soliciting material.
A copy of the Company's Annual Report on Form 10-KSB, without exhibits,
will be provided without charge to any stockholder submitting a written request.
Such request should be addressed to Orna Kirsh, Chief Financial Officer, DAG
Media, Inc., 125-10 Queens Boulevard, Kew Gardens, New York 11415.
Solicitation of Proxies
The entire cost of the solicitation of proxies will be borne by the
Company. Proxies may be solicited by directors, officers and regular employees
of the Company, without extra compensation, by telephone, telegraph, mail or
personal interview. Solicitation is not to be made by specifically engaged
employees or paid solicitors. The Company will also reimburse brokerage houses
and other custodians, nominees and fiduciaries for their reasonable expenses for
sending proxies and proxy material to the beneficial owners of its Common Stock.
Stockholder Proposals
Stockholder proposals intended to be presented at the Company's 2001
Annual Meeting must be received by the Company for inclusion in the Company's
proxy statement relating to that meeting not later than March 1, 2001. Such
proposals should be addressed to Orna Kirsh, Chief Financial officer, DAG Media,
Inc., 125-10 Queens Boulevard, Kew Gardens, New York 11415.
EVERY STOCKHOLDER, WHETHER OR NOT HE OR SHE EXPECTS TO ATTEND THE ANNUAL
MEETING IN PERSON, IS URGED TO EXECUTE THE PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED BUSINESS REPLY ENVELOPE.
By order of the Board of Directors
Assaf Ran
President
Kew Gardens, New York
June 19, 2000
8
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DAG MEDIA, INC.
This proxy is solicited by the Board of Directors for
the Annual Meeting on June 28, 2000
The undersigned hereby appoints Assaf Ran and Orna Kirsh, and each of
them, with full power of substitution, the attorneys and proxies of the
undersigned to attend the Annual Meeting of Stockholders of Dag Media, Inc. (the
"Company") to be held on July 18, 2000 at 9:00 a.m., and at any adjournment
thereof, hereby revoking any proxies heretofore given, to vote all shares of
common stock of the Company held or owned by the undersigned as indicated on the
proposals as more fully set forth in the Proxy Statement, and in their
discretion upon such other matters as may come before the meeting.
1. ELECTION OF DIRECTORS---Assaf Ran, Phillip Michals, Eran Goldshmid, Orna
Kirsh, Stephen A. Zelnick, Michael Jackson and Gury Barlev.
For all nominees |_|
Withhold authority to vote for all nominees |_|
For all nominees, Except nominee(s) written below.
2. A proposed Amendment to the Company's Stock FOR AGAINST ABSTAIN
Option Plan to increase by 145,000 shares
the maximum number of shares issuable |_| |_| |_|
thereunder
3. Confirmation of the appointment of Arthur FOR AGAINST ABSTAIN
Andersen LLP as auditors for the fiscal year
ending December 31, 2000 |_| |_| |_|
(Continued, and to be signed, on Reverse Side)
<PAGE>
The shares represented by this Proxy will be voted as directed or if no
direction is indicated, will be voted FOR each of the proposals.
The undersigned hereby acknowledges receipt of the Notice of, and Proxy
Statement for, the aforesaid Annual Meeting.
Dated:________________________________, 2000
____________________________________________
Signature of Stockholder
____________________________________________
Signature of Stockholder
DATE AND SIGN EXACTLY AS NAME APPEARS
HEREON, EACH JOINT TENANT MUST SIGN, WHEN
SIGNING AS ATTORNEY, EXECUTOR, TRUSTEE,
ETC., GIVE FULL TITLE. IF SIGNER IS
CORPORATION, SIGN IN FULL CORPORATE NAME BY
AUTHORIZED OFFICER.
