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:
[ ] Preliminary Proxy Statement
[ ] Confidential for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
BROADVIEW 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:
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):
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>
BROADVIEW MEDIA, INC.
-------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held
August 25, 2000
-------------------
TO THE SHAREHOLDERS OF BROADVIEW MEDIA, INC.:
The 2000 Annual Meeting of Shareholders of Broadview Media, Inc. will be held at
the offices of the Company, 4455 West 77th Street, Minneapolis, Minnesota, on
Friday, August 25, 2000, at 1 P.M., Minnesota time, for the following purposes:
1. To set the number of members of the Board of Directors at six (6).
2. To elect directors of the Company for the ensuing year.
3. To take action upon any other business that may properly come
before the meeting or any adjournment thereof.
Only shareholders of record shown on the books of the Company at the
close of business on July 7, 2000 will be entitled to vote at the meeting or any
adjournment thereof. Each shareholder is entitled to one vote per share on all
matters to be voted on at the meeting.
You are cordially invited to attend the meeting. Whether or not you
plan to attend the meeting, please sign, date and return your proxy in the
return envelope provided as soon as possible. Your cooperation in promptly
signing and returning your proxy will help avoid further solicitation expense to
the Company.
This Notice, the Proxy Statement and the enclosed Proxy are sent to you
by order of the Board of Directors.
PHILLIP A. STADEN
Secretary
Dated: July 26, 2000
Minneapolis, Minnesota
<PAGE>
BROADVIEW MEDIA, INC.
-------------------
Proxy Statement
for
Annual Meeting of Shareholders
to be held August 25, 2000
-------------------
INTRODUCTION
Your proxy is solicited by the Board of Directors of Broadview Media,
Inc. (the "Company") for use at the Annual Meeting of Shareholders to be held on
August 25, 2000, and at any adjournment thereof, for the purposes set forth in
the attached Notice of Annual Meeting.
The cost of soliciting Proxies, including preparing assembling and
mailing the Proxies and soliciting material, will be borne by the Company.
Directors, officers, and regular employees of the Company may, without
compensation other than their regular compensation, solicit Proxies personally
or by telephone.
Any shareholder giving a Proxy may revoke it at any time prior to its
use at the Meeting by giving written notice of such revocation to the Secretary
or other officer of the Company or by filing a new written proxy with an officer
of the Company. Personal attendance at the Meeting is not, by itself, sufficient
to revoke a Proxy unless written notice of the revocation or a subsequent Proxy
is delivered to an officer before the revoked or superseded Proxy is used at the
Meeting.
Proxies not revoked will be voted in accordance with the choice
specified by means of the ballot provided on the proxy for that purpose. Proxies
which are signed but which lack any such specification will, subject to the
following, be voted in favor of the proposals set forth in the Notice of the
Meeting and in favor of the number and slate of directors proposed by the Board
of Directors and listed herein. If a shareholder abstains from voting as to any
matter, then the shares held by such shareholder shall be deemed present at the
Meeting for purposes of determining a quorum and for purposes of calculating the
vote with respect to such matter, but shall not be deemed to have been voted in
favor of such matter. Abstentions, therefore, as to any proposal will have the
same effect as votes against such proposal. If a broker returns a "non-vote"
proxy, indicating a lack of voting instruction by the beneficial holder of the
shares and lack of discretionary authority on the part of the broker to vote on
a particular matter, then the shares covered by such non-vote shall be deemed
present at the Meeting for purposes of determining a quorum but shall not be
deemed to be represented at the Meeting for purposes of calculating the vote
required for approval of such matter.
The mailing address of the Company's principal executive office is 4455
West 77th Street, Minneapolis, Minnesota 55435. The Company expects that this
Proxy Statement and the related Proxy and Notice of the Annual Meeting will
first be mailed to the shareholders on or about July 26, 2000.
<PAGE>
OUTSTANDING SHARES AND VOTING RIGHTS
The Board of Directors of the Company has fixed July 7, 2000 as the
record date for determining shareholders entitled to vote at the Annual Meeting.
Persons who were not shareholders on such date will not be allowed to vote at
the Annual Meeting. At the close of business on July 7, 2000, 1,357,759 shares
of the Company's Common Stock, par value $.01 per share, were issued and
outstanding. Such $.01 par value Common Stock is the only outstanding class of
stock of the Company. Each share of Common Stock is entitled to one vote.
Holders of the Common Stock are not entitled to cumulative voting rights in the
election of directors. The presence at the Annual Meeting in person or by proxy
of the holders of a majority of the outstanding shares of the Company's Common
Stock constitutes a quorum for the transaction of business.
PRINCIPAL SHAREHOLDERS
The following table provides information concerning the only persons
known to the Company to be the beneficial owners of more than five percent (5%)
of the Company's outstanding Common Stock as of July 7, 2000.
<TABLE>
<CAPTION>
Name and Address Amount and Nature of Percent of
of Beneficial Owner Shares Beneficially Owned(1) Class
<S> <C> <C>
John C. Lorentzen and Penney L. Fillmer 135,000 9.9%
1205 South Main Street
Wheaton, IL
McDonald & Co. Securities 104,630 7.7%
800 Superior Avenue
Cleveland, OH
James H. Binger 92,555 6.8%
Revocable Trust
80 South Eighth Street
Minneapolis, MN
Dean & Kathy L. Bachelor 98,554(2) 7.2%
14069 Greenway Ave
Prior Lake, MN 55372
John G. Lindell 74,937(3) 5.5%
621 West Waterview Drive
Green Valley, AZ 85614
Phillip A. Staden 74,467(4) 5.3%
1 N 116 Siefert Ct
Winfield, IL 60190
</TABLE>
--------------------------------------------------------------------------------
(1) Unless otherwise indicated, the person listed above as the beneficial
owner of the shares has sole voting and sole investment power over the
shares. The share amounts are based upon information set forth in the
shareholder's latest filing with the Company or the Securities and
Exchange Commission, as updated by any subsequent information
voluntarily provided to the company by the shareholder.
(2) Includes 6,000 shares which may be purchased upon exercise of currently
exercisable options.
(3) Mr. Lindell has sole voting and sole investment power over 54,012
shares owned directly by him and shares voting and investment power
with his wife over 20,925 shares.
<PAGE>
(4) Includes 61,667 shares which may be purchased upon exercise of
currently exercisable options.
MANAGEMENT SHAREHOLDINGS
The following table sets forth the number of shares of the Company's
Common Stock beneficially owned as of July 7, 2000 by each executive officer of
the Company named in the Summary Compensation Table, by each of the Company's
current directors and by all of such directors and executive officers (including
the named individuals) as a group.
<TABLE>
<CAPTION>
Name of Director or Number of Shares
Officer or Identity of Group Beneficially Owned(1) Percent of Class(2)
<S> <C> <C>
Ronald V. Kelly 38,500(3) 2.8%
Steven Lose 8,250(4) *
John C. McGrath 8,000(4) *
Gerald W. Simonson 57,160(5) 4.2%
Phillip A. Staden 74,467(6) 5.3%
Dean Bachelor 98,554(7) 7.2%
Nancy L. Reid 14,500(8) 1.1%
Michael D. Smith 5,000(9) *
Directors and Executive Officers
as a Group (8 persons) 304,431(10) 20.3%
</TABLE>
---------------------
*Less than 1 %
(1) Unless otherwise indicated, the person listed as the beneficial owner
of the shares has sole voting and sole investment power over the
shares.
(2) Shares not outstanding but deemed beneficially owned by virtue of the
right of a person to acquire them as of July 7, 2000, or within sixty
days of such date, are treated as outstanding only when determining the
percent owned by such individual and when determining the percent owned
by a group.
(3) Includes 23,000 shares which may be purchased upon exercise of
currently exercisable options and warrants.
(4) Includes 8,000 shares which may be purchased upon exercise of currently
exercisable options.
(5) Includes 21,000 shares which may be purchased upon exercise of
currently exercisable options and warrants.
(6) Includes 61,667 shares which may be purchased upon exercise of
currently exercisable options.
(7) Includes 6,000 shares which may be purchased upon exercise of currently
exercisable options.
(8) Includes 10,000 shares which may be purchased upon exercise of
currently exercisable options.
(9) Includes 5,000 shares which may be purchased upon exercise of currently
exercisable options.
(10) Includes 142,667 shares which may be purchased upon exercise of
currently exercisable options and warrants.
ELECTION OF DIRECTORS
(Proposals #1 and #2)
General Information
The Bylaws of the Company provide that the number of directors shall
not be less than the minimum required by law and that in accordance with such
requirement the number of directors to be elected for the ensuing year shall be
determined by the shareholders at each annual meeting. The Board of Directors
recommends that the number of directors be set at six (6). Under applicable
Minnesota law, approval of the proposal to set the number of directors at six,
as well as the election of each nominee, requires the affirmative vote of the
holders of the greater of (1) a majority of the voting power of the shares
<PAGE>
represented in person or by proxy at the Annual Meeting with authority to vote
on such matters or (2) a majority of the voting power of the minimum number of
shares that would constitute a quorum for the transaction of business at the
Annual Meeting.
In the election of directors, each Proxy will be voted for each of the
nominees listed below unless the Proxy withholds a vote for one or more of the
nominees. Each person elected as a director shall serve for a term of one year
and until his successor is duly elected and qualified. All of the nominees are
members of the present Board of Directors. If any of the nominees should be
unable to serve as a director by reason of death, incapacity or other unexpected
occurrence, the Proxies solicited by the Board of Directors shall be voted by
the proxy representatives for such substitute nominee as is selected by the
Board, or, in the absence of such selection, for such fewer number of directors
as results from such death, incapacity or other unexpected occurrence.
The following table provides certain information with respect to the
nominees for director.
<TABLE>
<CAPTION>
Current
Position(s) Director
Name of Nominee Age With Company Principal Occupation(s) During Past Five Years Since
<S> <C> <C> <C> <C>
Ronald V. Kelly 64 Director Retired; Senior Vice President from September 1992 1996
to August 1996 of Pentair, Inc. (a diversified
industrial manufacturer); Vice President and
Specialty Products Group President at Pentair from
March 1989 to September 1992.
Steven Lose 41 Director Strategic Business Analyst with Silicon Graphics, 1997
Inc. (a computer manufacturer) since April 1999.
Director of North American Sales of Scitex Digital
Video, Inc. (a video equipment manufacturer) from
April 1995 to April 1999. Regional Sales Manager
of Accom, Inc. (a video equipment manufacturer)
from March 1992 to April 1995.
John C. McGrath 42 Director Chief Operating Officer of Cutters, Inc. (a 1996
nationally recognized post production and design
facility) since October 1997 and from January 1990
to November 1996. Chairman of the Board of the
Company from October 1997 to October 1998, and
President and Chief Executive Officer from November
1996 to October 1997.
Gerald W. Simonson 70 Director Venture capital investor since June 1978; President 1976
and Chief Executive Officer of Omnetics Connector
Corporation (manufacturer of microminiature
connectors) since March 1991. Also currently a
director of Medtronic, Inc. and The Chromaline
Corporation
Phillip A. Staden 44 President, Chief President and CEO of the Company since October 20, 1998
Executive 1997 and CFO since November 1996. Vice President
Officer, Chief of the Company from November 1996 to October 1997.
Financial Controller of the Company from April 1991 to
Officer and November 3, 1996.
Director
Dean Bachelor 51 Director Founder, managing partner at the Platinum Group, a 2000
Twin Cities based management and merchant banking
firm; has served as CEO of numerous firms; adjunct
faculty member ar several colleges.
</TABLE>
<PAGE>
Committee and Board Meetings
The Company's Board of Directors has an Audit Committee, which reviews
with the Company's independent auditors, the annual financial statements and the
results of the annual audit. The Audit Committee also is used to review
potential conflict of interest situations involving related party transactions.
The Audit Committee's members are Mr. Kelly, Mr. Simonson and Mr. Bachelor. The
Audit Committee met twice during fiscal 2000.
The Board also has a Compensation Committee currently consisting of all
outside Board members. The Committee reviews and recommends the compensation to
be paid to the Company's officers. During fiscal 2000, the Compensation
Committee met once. The Board does not have a nominating committee. The
Company's Board of Directors held six meetings during fiscal 2000. Each
incumbent director attended seventy-five percent or more of the total number of
meetings of the Board and of Committee(s) of which he or she was a member.
Directors Fees
Each director who is not an employee of the Company is entitled to
receive $200 for each Board of Directors or Committee meeting attended by him or
her, with an annual maximum of $2,000, and annual fees of $4,000 payable at a
rate of $1,000 for each fiscal quarter during which he or she serves as a
director.
Certain Transactions
In order to facilitate restructure of the Company's bank line and to
provide funding for operations, in July 1996 and February 1997 the Board
authorized the issuance of $562,500 of 10.5% Subordinated Notes with a Warrant
to each investor to purchase, at $2.50 per share, a number of shares of Common
Stock of the Company equal to the principal amount of such investor's Note
divided by the Warrant exercise price. Certain directors of the Company
purchased $412,500 of the Notes in July 1996 and $150,000 of the Notes in
February 1997. In June 1999 the Company restructured the principal and interest
payment terms of the Notes.
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth certain information regarding
compensation paid during the Company's last three fiscal years to the Company's
President and Chief Executive Officer and to Michael Smith and Nancy Reid, the
only other executive officers whose total salary and bonus for fiscal 2000
exceeded $100,000. Mr. Smith became an executive officer of the Company during
fiscal 1999. Ms. Reid became an executive officer of the Company during fiscal
year 1998.
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------------------ ----------------------------------
Awards Payouts
----------------------- ----------
Restricted LTIP All other
Name and Fiscal Salary(1) Bonus Stock Options/ Payouts Compensation
Principal Position Year $ $ Other Awards SARs # $ $ (2)
------------------ ---- -------------------- ----- ------ ------ --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Phillip A. Staden 2000 165,384(3) 19,180 0 None 30,000 None 3,834
President, CEO and 1999 152,750 0 0 None 20,000 None 3,654
CFO 1998 125,384 10,000 0 None 35,000 None 2,173
Michael D. Smith 2000 120,000 22,772 0 None 17,500 None 1,525
VP of Programming 1999 120,000 21,774 0 None 15,000 None 1,413
Nancy L. Reid 2000 97,620 7,000 0 None 17,500 None 2,218
VP of Sales & Mktg 1999 99,267 3,000 0 None 0 None 2,476
1998 89,982 0 0 None 15,000 None 2,192
</TABLE>
(1) Amounts under "Salary" also include the executive's salary deferral
contributions to the Company's 401(k) profit sharing plan.
(2) Amounts reflect Company contributions to the Company's 401(k) profit
sharing plan.
(3) Included in Mr. Staden's salary was a one-time payout, at 70% of value,
of $5,192 for earned vacation.
Option/SAR Grants During 2000 Fiscal Year
The following table sets forth the options that have been granted to
the executive officers listed in the Summary Compensation Table during the
Company's last fiscal year ended March 31, 2000:
<TABLE>
<CAPTION>
Number of Percent of Total
Securities Options/SARs
Underlying Granted to Exercise
Options/SARs Employees in the or Base Price
Name Granted fiscal Year ($/Share) Expiration Date
---- ------------ ---------------- ------------- ---------------
<S> <C> <C> <C> <C>
Phillip A. Staden 30,000(1) 21.3% $0.5625 12/16/04
Nancy L. Reid 17,500(2) 12.4% $0.5625 12/16/04
Michael D. Smith 17,500(2) 12.4% $0.5625 12/16/04
</TABLE>
(1) Such option is exercisable in an immediate increment of 10,000 shares
with the balance in annual increments of 6,667 shares each, commencing
December 17, 2000.
(2) Such option is exercisable in annual increments of 5,833 shares each,
commencing December 17, 2000.
<PAGE>
Option/SAR Exercises During Fiscal 2000
And Fiscal Year-End Option/SAR Values
The following table provides certain information regarding the exercise
of stock options during fiscal 2000 by the officers named in the Summary
Compensation Table and the fiscal year-end value of unexercised options held by
such officers.
<TABLE>
<CAPTION>
Number of Value of Unexercised
Shares Value Number of Unexercised Options In-the-Money Options at Fiscal
Acquired Realized at Fiscal Year End Year End ($)
Name On Exercise ($) (exercisable/unexercisable) exercisable/unexercisable(1)
---- ----------- ----------- ---------------------------- ----------------------------
<S> <C> <C> <C> <C> <C> <C>
Phillip A. Staden 0 0 61,667 38,333 38,500 36,200
Nancy L. Reid 0 0 10,000 22,500 4,400 21,975
Michael D. Smith 0 0 5,000 27,500 6,350 32,475
</TABLE>
(1) Market value of underlying securities at March 31, 2000 ($1.69) minus
the exercise price.
Employment Contracts
The Company has an Employment Agreement, dated May 11, 1998, with
Phillip A. Staden whereby Mr. Staden will serve as President and Chief Executive
Officer for a term continuing until October 26, 1999 and renewable annually
thereafter for one-year terms. Mr. Staden receives a base annual salary of
$155,000 and is eligible to receive an incentive bonus based upon 5% of pre-tax
earnings for a fiscal year in excess of 8% of shareholder equity at the
beginning of the fiscal year, with a maximum bonus of 50% of base salary. The
employment relationship is terminable by written agreement of the parties, by
the Company for cause or by Mr. Staden without cause upon 60 days written notice
to the Company, in which case the Company has no further obligation to Mr.
Staden except for accrued benefits and any compensation earned through the last
day of employment. The employment relationship may also be terminated by the
Company without cause, in which case the Company is obligated to pay (a) Mr.
Staden's base salary for the unexpired portion of the initial term of employment
(or, if the Agreement has been renewed, the unexpired portion of the one-year
renewal term), (b) the greater of (i) six months of Mr. Staden's base salary or
(ii) one week of his base salary for each full year of employment with the
Company, and (c) COBRA premium payments for continued coverage under the
Company's group health plan for 12 months. If Mr. Staden's employment is not
renewed by the Company for any reason other than mutual agreement, death,
disability or cause, the Company is obligated to pay the greater of (i) six
months of Mr. Staden's base salary or (ii) one week of his base salary for each
full year of employment, and COBRA premium payments for 12 months. The Company's
obligation to make any of such payments is contingent upon Mr. Staden's abiding
by the confidentiality and noncompete provisions of the Agreement. If the
employment relationship is terminated by the Company without cause or not
renewed without cause by either party within one year of a "change of control"
of the Company, the Company is obligated to pay (a) Mr. Staden's base salary for
the unexpired portion of the initial term or renewal term of employment, but
only if the employment is terminated by the Company without cause, (b) the
greater of (i) six months of Mr. Staden's base salary or (ii) one week of his
base salary for each full year of employment with the Company, and (c) COBRA
premium payments for 12 months; provided, however, Mr. Staden will not receive
any payments under the Employment Agreement or any other agreement with the
Company which would constitute a "parachute" payment under Section 280G of the
Internal Revenue Code.
<PAGE>
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who own more than 10
percent of the Company's Common Stock, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. Officers, directors,
and greater than 10% shareholders ("Insiders") are required by SEC regulations
to furnish the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based on a review of the copies of such
reports furnished to the Company, during the fiscal year ended March 31, 2000,
all Section 16(a) filing requirements applicable to Insiders were complied with.
INDEPENDENT AUDITORS
On April 5, 1999, the Company selected Boulay, Heutmaker, Zibell & Co.
PLLP to serve as the Company's independent auditors for the 1999 and 2000 fiscal
years and ceased its client-auditor relationship with Deloitte & Touche LLP. The
decision to change accountants was recommended by the Company's Audit Committee
and approved by the Company's Board of Directors.
There were not, in connection with the audits of the two most recent
fiscal years and any subsequent interim period preceding the selection of
Boulay, Heutmaker, Zibell & Co. PLLP, any disagreements with Deloitte & Touche
LLP, the independent accountant engaged by the Company for prior years, on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure which, if not resolved to Deloitte & Touche LLP's
satisfaction, would have caused it to make reference to the subject matter of
the disagreement in connection with its report, nor has Deloitte & Touche LLP's
report on the financial statements of the Company for the past two years
contained an adverse opinion or disclaimer of opinion or been qualified as to
uncertainty, audit scope or accounting principles, nor are there any events
requiring disclosure under Item 304(a)(1)(iv)(B) of Regulation S-B.
A representative of Boulay, Heutmaker, Zibell & Co. PLLP is expected to
be present at the meeting, will be given an opportunity to make a statement
regarding financial and accounting matters of the Company and will be available
at the meeting to respond to appropriate questions from the Company's
shareholders.
OTHER BUSINESS
The Board of Directors knows of no other matters to be presented at the
2000 Annual Meeting. If any other matter does properly come before the Meeting,
the appointees named in the Proxies will vote the Proxies in accordance with
their best judgement.
SHAREHOLDER PROPOSALS
Any appropriate proposal submitted by a shareholder of the Company and
intended to be presented at the 2001 annual meeting must be received by the
Company by March 28, 2001, to be includable in the Company's proxy statement and
related proxy for the 2001 annual meeting.
Also, if a shareholder proposal intended to be presented at the 2001
annual meeting but not included in the Company's proxy statement and proxy is
received by the Company after June 11, 2001, then management named in the
Company's proxy form for the 2001 annual meeting will have discretionary
authority to vote the shares represented by such proxies on the shareholder
proposal, if presented at the meeting, without including information about the
proposal in the Company's proxy materials.
<PAGE>
ANNUAL REPORT
A copy of the Company's Annual Report to Shareholders for the fiscal
year ended March 31, 2000 including financial statements, accompanies this
Notice of Annual Meeting and Proxy Statement. No part of such report is
incorporated herein or is to be considered proxy-soliciting material.
THE COMPANY WILL FURNISH WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON
FORM 10-KSB FOR THE FISCAL YEAR ENDED MARCH 31, 2000 TO ANY SHAREHOLDER OF THE
COMPANY UPON WRITTEN REQUEST. REQUESTS SHOULD BE SENT TO CORPORATE SECRETARY,
BROADVIEW MEDIA, INC., 4455 WEST 77TH STREET, MINNEAPOLIS, MINNESOTA 55435.
Dated: July 26, 2000
Minneapolis, Minnesota
<PAGE>
BROADVIEW MEDIA, INC.
PROXY
for the 2000 Annual Meeting of Shareholders to be held August 25, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints PHILLIP A. STADEN and JOHN C. MCGRATH, and each
of them, with full power of substitution, his or her Proxies to represent and
vote, as designated below, all shares of Broadview Media, Inc. registered in the
name of the undersigned, at the Company's 2000 Annual Meeting of Shareholders
and at any adjournment thereof, and the undersigned hereby revokes all proxies
previously given with respect to the Meeting.
1. Set the NUMBER OF DIRECTORS at six (6).
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. ELECTION OF DIRECTORS. Nominees: Dean Bachelor, Ronald V. Kelly, Steven
Lose, John C. McGrath, Gerald W. Simonson, Phillip A. Staden
[ ] FOR all nominees listed above [ ] WITHHOLD AUTHORITY
(except those whose names have to vote for all nominees
written on the line below). listed above
(To withhold authority to vote for any individual nominee write that
nominee's name on the line below.)
--------------------------------------------------------------------------------
3. OTHER MATTERS. In their discretion, the appointed Proxies are....
[ ] AUTHORIZED [ ] NOT AUTHORIZED
to vote upon such other business as may properly come before the
Meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO
DIRECTION IS GIVEN FOR A PARTICULAR PROPOSAL, WILL BE VOTED FOR SUCH
PROPOSAL AND, IN THE CASE OF PROPOSAL #3, WILL BE DEEMED TO GRANT
AUTHORITY UNDER PROPOSAL #3.
Dated: _______________________, 2000
___________________________________________
___________________________________________
(PLEASE DATE AND SIGN name(s) exactly as shown on your stock
certificate. Executors, administrators, trustees guardians, etc.,
should indicate capacity when signing. For stock held in Joint Tenancy,
each joint owner should sign.)
