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SCHEDULE 14A INFORMATION
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 Section 240.14a-11(c) or Section 240.14a-12
ADDVANTAGE MEDIA GROUP, INC.
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(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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ADDVANTAGE MEDIA GROUP, INC.
5100 EAST SKELLY DRIVE
MERIDIAN TOWER, SUITE 1080
TULSA, OKLAHOMA 74135
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 7, 1998
To the Stockholders of
ADDVANTAGE MEDIA GROUP, INC.:
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of ADDvantage
Media Group, Inc., an Oklahoma corporation (the "Company"), will be held in the
Meridian Tower Conference Room, 4th Floor, Meridian Tower, 5100 East Skelly
Drive, Tulsa, Oklahoma, on Wednesday, October 7, 1998, at 10:00 a.m., local
time, for the following purposes:
1. To consider and approve a proposal to amend the Company's Certificate
of Incorporation to effect a one-for-four reverse stock split of the
Company's Common Stock such that every four (4) shares of Common
Stock outstanding would be converted into one (1) share of Common
Stock; and
2. 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 September 15,
1998, as the record date for the meeting, and only holders of shares of Common
Stock of record at such time will be entitled to vote at the meeting or any
adjournment thereof. A complete list of the stockholders entitled to vote at
the meeting will be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours for a period of ten days
prior to the date of the meeting at the offices of the Company and at the time
and place of the meeting.
By Order of the Board of Directors,
Lynnwood R. Moore, Jr.
Secretary
Tulsa, Oklahoma
September 16, 1998
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. WHETHER OR NOT
YOU PLAN TO ATTEND THE MEETING, PLEASE MARK, SIGN, DATE AND RETURN THE
ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED
IN THE UNITED STATES. IF YOU DO ATTEND THE MEETING, YOU MAY WITHDRAW YOUR PROXY
AND VOTE IN PERSON.
<PAGE>
ADDVANTAGE MEDIA GROUP, INC.
5100 EAST SKELLY DRIVE
MERIDIAN TOWER, SUITE 1080
TULSA, OKLAHOMA 74135
PROXY STATEMENT
FOR SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 7, 1998
SOLICITATION AND REVOCATION OF PROXIES
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of ADDvantage Media Group, Inc., an Oklahoma corporation
(the "Company"), of proxies to be voted at the Special Meeting of Stockholders
of the Company to be held on October 7, 1998, or at any adjournment thereof (the
"Special Meeting"), for the purposes set forth in the accompanying Notice of
Special Meeting of Stockholders. The Company is mailing this Proxy Statement and
accompanying proxy to stockholders on or about September 16, 1998.
If the accompanying proxy is properly executed and returned by a
stockholder, the shares represented by the proxy will be voted at the Special
Meeting according to such stockholder's instructions. If no instructions are
indicated in a returned proxy, such shares will be voted "FOR" the approval of
the amendment (the "Amendment") to the Company's Certificate of Incorporation to
effect a one-for-four reverse stock split (the "Reverse Split") of the Company's
Common Stock, par value $.01 per share (the "Common Stock"), and in the
discretion of the proxies named in the proxy card with respect to any other
matters properly brought before the Special Meeting. A stockholder giving a
proxy may revoke it by giving written notice of revocation to the Secretary of
the Company at any time before it is voted, by executing another valid proxy
bearing a later date and delivering such proxy to the Secretary of the Company
prior to or at the Special Meeting, or by attending the Special Meeting and
voting in person. Attendance at the Special Meeting will not, by itself, revoke
a proxy.
The Company will bear the entire cost of this proxy solicitation, including
the cost of preparing and mailing this Proxy Statement and accompanying proxy.
Such cost will also include the charges and expenses of banks, brokerage firms
and other custodians, nominees or fiduciaries for forwarding solicitation
material regarding the Special Meeting to beneficial owners of the Company's
Common Stock. Solicitation of proxies may be made by mail, telephone, personal
interviews or other means by the Board of Directors or the Company's employees
who will not be additionally compensated therefor but may be reimbursed for
their out-of-pocket expenses in connection therewith.
STOCKHOLDERS ENTITLED TO VOTE
Stockholders of record at the close of business on September 15, 1998 (the
"Record Date"), will be entitled to vote at the Special Meeting. As of the
Record Date, there were issued and outstanding 5,906,584 shares of Common Stock
of the Company. Each share of Common Stock is entitled to one vote.
The presence in person or by proxy at the Special Meeting of the holders of
a majority of the issued and outstanding shares of Common Stock will constitute
a quorum for the transaction of business. Abstentions and broker non-votes will
be counted for purposes of determining whether a quorum has been reached. Votes
will be tabulated by an inspector of election appointed by the Board of
Directors of the Company. The affirmative vote of a majority of the Company's
outstanding shares
<PAGE>
of Common Stock is required for approval of the Amendment to effect the Reverse
Split. Accordingly, abstentions from voting and broker non-votes will have the
effect of a negative vote.
PRINCIPAL STOCKHOLDERS AND
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of August 31, 1998, the number and
percentage of shares of Common Stock owned beneficially by (i) each director and
nominee for director of the Company, (ii) each of the Company's named executive
officers, (iii) all executive officers and directors as a group, and (iv) each
person who is known by the Company to own beneficially more than 5% of the
Common Stock. Except as otherwise indicated, the beneficial owners listed in
the table have sole voting and investment powers with respect to the shares.
<TABLE>
<CAPTION>
Name and Address Number of Shares Percent of
of Beneficial Owner Beneficially Owned (1) Class(1)
------------------- ---------------------- ----------
<S> <C> <C>
Charles H. Hood........................ 623,800(2) 10.1%
3254 East 75th Street
Tulsa, OK 74136
Gary W. Young.......................... 530,430(3) 8.5%
5905 S. Knoxville Ave.
Tulsa, OK 74135
J Larre Barrett........................ 129,680(4) 2.2%
1055 Hardscrabble Road
Chappaqua, NY 10514
John W. Condon......................... 132,080(5) 2.2%
1748 E. 30th Place
Tulsa, OK 74114
Steven C. Oden......................... 43,000(6) *
5607 S. 77/th/ E. Ave.
Tulsa, OK 74145
Stephen G. Smith....................... 50,000(7) *
3008 Stanford Avenue
Dallas, TX 75225
All executive officers and directors as a 1,543,990(8) 22.9%
group (7 persons)
</TABLE>
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* Less than one percent.
(1) Shares of Common Stock which an individual has the right to acquire within
60 days pursuant to the exercise of options are deemed to be outstanding
for the purpose of computing the percentage ownership of such individual,
but are not deemed to be outstanding for the purpose of computing the
percentage ownership of any other person shown in the table or the
percentage ownership of all officers and directors as a group.
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<PAGE>
(2) Includes 280,000 shares subject to stock options which are currently
exercisable.
(3) Includes 330,000 shares subject to stock options which are currently
exercisable.
(4) Includes 60,000 shares subject to stock options which are currently
exercisable.
(5) Includes 35,000 shares subject to stock options which are currently
exercisable.
(6) Includes 40,000 shares subject to stock options which are currently
exercisable.
(7) Includes 50,000 shares subject to stock options which are currently
exercisable.
(8) Includes an aggregate of 830,000 shares subject to stock options which are
currently exercisable.
APPROVAL OF AMENDMENT OF CERTIFICATE OF INCORPORATION
TO EFFECT A REVERSE STOCK SPLIT OF THE COMMON STOCK
GENERAL
The Board of Directors of the Company has unanimously approved, and is
hereby soliciting stockholder approval of, the Amendment, in the form of Exhibit
"A" attached to this Proxy Statement, effecting the Reverse Split with respect
to all issued and outstanding shares of Common Stock. As a result of the
Reverse Split, every four (4) shares of Common Stock outstanding ("Old Common
Stock") as of the time of filing of the Amendment with the Secretary of State of
the State of Oklahoma (the "Effective Date") would be automatically converted
into one (1) new share of Common Stock ("New Common Stock").
The Certificate of Incorporation of the Company, as amended to date,
provides for 10,000,000 authorized shares of Common Stock, par value $.01 per
share, 5,906,584 of which were issued and outstanding as of the Record Date, and
1,000,000 shares of Preferred Stock, par value $1.00, none of which were issued
and outstanding as of the Record Date.
In order to effect the Reverse Split, the stockholders are being asked to
approve the Amendment. The Board of Directors of the Company believes that the
Reverse Split is in the best interests of both the Company and its stockholders
and has approved the Reverse Split. The Board of Directors of the Company
reserves the right, notwithstanding stockholder approval and without further
action by the stockholders, to decide not to proceed with the Reverse Split if
at any time prior to its effectiveness it determines, in its discretion, that
the Reverse Split is no longer in the best interests of the Company and its
stockholders.
EFFECTS OF THE REVERSE SPLIT
If effected, the Reverse Split would reduce the number of outstanding
shares of Old Common Stock from 5,906,584, as of the Record Date, to
approximately 1,476,646 shares of New Common Stock as of the Effective Date,
assuming no issuance of Common Stock between the Record Date and the Effective
Date. The Reverse Split will have no effect on the number of authorized shares
of either the Common Stock or Preferred Stock or the par value of any capital
stock, and each share of the New Common Stock will continue to entitle its
holder to one vote.
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<PAGE>
All outstanding options, warrants or other convertible securities that
include provisions for adjustments in the number of shares covered thereby, and
the exercise or conversion price thereof, would be appropriately adjusted for
the Reverse Split automatically on the Effective Date. At August 31, 1998,
there were outstanding options under the Company's incentive stock and employee
stock plans to purchase an aggregate of approximately 740,250 shares of Old
Common Stock and approximately 425,571 shares of Old Common Stock available for
issuance under such plans. If the Amendment to effect the Reverse Split is
approved and effected, the number of shares available for issuance under the
Company's incentive and employee stock plans would be decreased to approximately
106,393 shares of New Common Stock.
The Reverse Split would not affect any stockholder's proportionate equity
interest or proportional voting power in the Company except insignificantly for
those stockholders whose holdings will be rounded up or down in lieu of receipt
of a fractional share. None of the rights currently accruing to holders of the
Company's Common Stock, or options or warrants to purchase Common Stock, will be
affected by the Reverse Split.
The Reverse Split will result in more stockholders holding odd lots (blocks
of less than 100 shares) of the Company's Common Stock. Because securities
brokers and dealers typically charge a higher commission to complete trades in
odd lots of securities, the transaction costs per share may increase for those
stockholders who will hold odd lots as a result of the Reverse Split.
If the Reverse Split is effected, the Company's stated capital for its
Common Stock, which represents the par value per share of Common Stock
multiplied by the number of shares of Common Stock issued, will be reduced by
approximately $44,299, from $59,066 to $14,767, and its capital in excess of par
value, which represents the difference between the Company's stated capital and
the aggregate amount paid to the Company upon issuance by the Company of all
outstanding Common Stock, will be increased by approximately $44,299.
Although the Board of Directors currently believes that the Reverse Split
is advisable for the reasons discussed below, the Reverse Split may be abandoned
by the Board of Directors at any time before, during or after the Special
Meeting and prior to the Effective Date. The Board of Directors may make any
and all changes to the Amendment that it deems necessary in order to file the
Amendment with the Oklahoma Secretary of State and give effect to the Reverse
Split.
REASONS FOR THE REVERSE SPLIT
The Board of Directors believes that the Reverse Split is beneficial to the
Company and the stockholders. The principal reason for the Reverse Split is the
desire to keep the Company's Common Stock eligible for listing on the Nasdaq
SmallCap Market. The failure to maintain a closing bid price in excess of $1.00
per share for a period of at least 30 consecutive trading days can result in the
delisting of the securities on the Nasdaq SmallCap Market. The Company's Common
Stock has recently failed to maintain a $1.00 per share closing bid price for a
period exceeding 30 consecutive trading days, and the Company has been notified
by the Nasdaq Stock Market that the Common Stock may be delisted on October 2,
1998, should the closing bid price not exceed $1.00 per share prior to such time
for ten consecutive trading days. The Board of Directors believes that
delisting of the Common Stock from the Nasdaq SmallCap Market may adversely
affect the trading in and liquidity of the Common Stock.
The Company's Common Stock commenced trading on the Nasdaq SmallCap Market
on April 11, 1997. The following table sets forth, for the periods indicated,
the range of high and low closing bid quotations for the Common Stock as quoted
on the Nasdaq SmallCap Market and OTC Bulletin Board for the periods presented
prior to the first quarter of 1997, as the case may be.
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<PAGE>
<TABLE>
<CAPTION>
COMMON STOCK
------------
PERIOD HIGH LOW
- - ------ ----- -----
FISCAL YEAR 1996:
<S> <C> <C>
First Quarter........................... $6.50 $2.25
Second Quarter.......................... $9.00 $4.75
Third Quarter........................... $7.00 $1.25
Fourth Quarter.......................... $6.25 $4.13
FISCAL YEAR 1997:
First Quarter........................... $6.38 $4.38
Second Quarter.......................... $5.13 $3.25
Third Quarter........................... $4.13 $2.94
Fourth Quarter.......................... $4.31 $1.75
FISCAL YEAR 1998:
First Quarter........................... $2.63 $1.50
Second Quarter.......................... $2.69 $0.31
Third Quarter (through August 31, 1998). $0.78 $0.41
</TABLE>
By reason of the Reverse Split, the market value of a share of Common Stock
may increase to a level above the current market trading price. Failure to
maintain a closing bid price in excess of $1.00 per share following the Reverse
Split could result in the future delisting of the Company's Common Stock from
the Nasdaq SmallCap Market, which might adversely affect the trading in and
liquidity of such shares. While the Board of Directors believes that the shares
of Common Stock will trade at higher prices than those which have prevailed in
recent months, there can be no assurance that such increase in the trading price
will occur or, if it does occur, that it will equal or exceed the direct
arithmetical result of the Reverse Split since there are numerous factors and
contingencies which could affect such price, including the Company's future
operating results and business plans. No assurance can be given that the
Company will continue to meet the listing requirements for the Nasdaq SmallCap
Market following the Reverse Split.
MECHANICS OF THE REVERSE SPLIT
If the Reverse Split is approved by the requisite vote of the Company's
stockholders, the Amendment will be filed with the Oklahoma Secretary of State
as soon as practicable following the Special Meeting and the Reverse Split will
thus be effected, unless abandoned by the Board of Directors as described above.
Upon filing of the Amendment with the Oklahoma Secretary of State, every four
(4) issued and outstanding shares of Old Common Stock will, immediately
following filing of the Amendment, be automatically and without any action on
the part of the stockholders converted into and reconstituted as one (1) share
of New Common Stock.
As soon as practical after the Effective Date, the Company will forward a
letter of transmittal to each holder of record of shares of Old Common Stock
outstanding as of the Effective Date. The letter of transmittal will set forth
instructions for the surrender of certificates representing shares of Old Common
Stock to North American Transfer Company, the Company's transfer agent, in
exchange for certificates representing the number of whole shares of New Common
Stock into which the shares of Old Common Stock have been converted as a result
of the Reverse Split.
CERTIFICATES SHOULD NOT BE SENT TO THE COMPANY OR THE TRANSFER AGENT PRIOR TO
RECEIPT OF SUCH LETTER OF TRANSMITTAL FROM THE COMPANY.
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<PAGE>
Until a stockholder forwards a completed letter of transmittal together
with certificates representing his shares of Old Common Stock to the transfer
agent and receives a certificate representing shares of New Common Stock, such
stockholder's Old Common Stock shall be deemed equal to the number of whole
shares of New Common Stock to which each stockholder is entitled as a result of
the Reverse Split.
No scrip or fractional certificates will be issued in the Reverse Split.
Instead, the Company will round up or round down to the nearest whole number of
shares. Share holdings which as a consequence of the Reverse Split result in
fractional positions of (i) greater than or equal to .5 shares will be rounded
up, and (ii) less than .5 shares will be rounded down, to the nearest whole
number of shares of New Common Stock in lieu of fractional shares.
FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE SPLIT
The following is a summary of the material anticipated federal income tax
consequences of the Reverse Split to stockholders of the Company. This summary
is based on the provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), the Treasury Department Regulations (the "Regulations") issued pursuant
thereto, and published rulings and court decisions in effect as of the date
hereof, all of which are subject to change. This summary does not take into
account possible changes in such laws or interpretations, including amendments
to the Code, applicable statutes, Regulations and proposed Regulations or
changes in judicial or administrative rulings, some of which may have
retroactive effect. No assurance can be given that any such changes will not
adversely affect the discussion of this summary.
This summary is provided for general information only and does not purport
to address all aspects of the possible federal income tax consequences of the
Reverse Split and IS NOT INTENDED AS TAX ADVICE TO ANY PERSONS. In particular,
and without limiting the foregoing, this summary does not consider the federal
income tax consequences to stockholders of the Company in light of their
individual investment circumstances or to holders subject to special treatment
under the federal income tax laws (for example, life insurance companies,
regulated investment companies and foreign taxpayers). In addition, this
summary does not address any consequence of the Reverse Split under any state,
local or foreign tax laws. As a result, it is the responsibility of each
stockholder to obtain and rely on advice from his or her personal tax advisor as
to: (i) the effect on his or her personal tax situation of the Reverse Split,
including the application and effect of state, local and foreign income and
other tax laws; (ii) the effect of possible future legislation and Regulations;
and (iii) the reporting of information required in connection with the Reverse
Split on his or her own tax returns. It will be the responsibility of each
stockholder to prepare and file all appropriate federal, state and local tax
returns.
No ruling from the Internal Revenue Service ("Service") nor opinion of
counsel will be sought or obtained regarding the federal income tax consequences
to the stockholders of the Company as a result of the Reverse Split.
ACCORDINGLY, EACH STOCKHOLDER IS ENCOURAGED TO CONSULT HIS OR HER TAX ADVISOR
REGARDING THE SPECIFIC TAX CONSEQUENCES OF THE REVERSE SPLIT TO SUCH
STOCKHOLDER, INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL AND FOREIGN
INCOME AND OTHER TAX LAWS.
The Company believes that the Reverse Split will qualify as a
"recapitalization" under Section 368(a)(1)(E) of the Code. As a result, no gain
or loss will be recognized by the Company or its stockholders in connection with
the Reverse Split. A stockholder of the Company who exchanges his or her Old
Common Stock solely for New Common Stock will recognize no gain or loss for
federal income tax purposes. A stockholder's aggregate tax basis in his or her
shares of New Common Stock received by such stockholder will equal such
stockholder's aggregate tax basis in the Old Common
-6-
<PAGE>
Stock surrendered, and such stockholder's holding period for the New Common
Stock received will include the period during which the Old Common Stock
surrendered in exchange therefor was held, provided all such Common Stock was
held as a capital asset on the date of the exchange.
NO DISSENTERS' RIGHTS
Dissenting stockholders have no dissenters' appraisal rights under Oklahoma
law or under the Company's Certificate of Incorporation or Bylaws in connection
with the Reverse Split.
VOTE REQUIRED
The approval of the Amendment to the Company's Certificate of Incorporation
effecting the Reverse Split requires the affirmative vote of a majority of the
aggregate outstanding shares of the Common Stock and Series A Preferred Stock
entitled to vote thereon at the Special Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ABOVE PROPOSAL.
OTHER MATTERS
MATTERS WHICH MAY COME BEFORE THE SPECIAL MEETING
The Board of Directors knows of no matters other than those described in
this Proxy Statement which will be brought before the Special Meeting for a vote
of the stockholders. If any other matter properly comes before the Special
Meeting for a stockholder's vote, the persons named in the accompanying proxy
will vote thereon in accordance with their best judgment.
PROPOSALS OF STOCKHOLDERS FOR ANNUAL MEETING
Proposals of stockholders intended to be presented at the Company's 1999
Annual Meeting of Stockholders must be received at the principal executive
offices of the Company, 5100 East Skelly Drive, Meridian Tower, Suite 1080,
Tulsa, Oklahoma 74135, on or before December 29, 1998, to be considered for
inclusion in the Company's proxy statement and accompanying proxy for that
meeting. Any stockholder who intends to present a proposal at the Company's
1999 Annual Meeting of Stockholders, but does not want the proposal to be
considered for inclusion in the Company's proxy statement and accompanying
proxy, must provide notice of such proposal to the Company no later than March
14, 1999. Failure to provide timely notice of such proposal will mean that the
persons named as proxies in the Company's proxy materials will be able to vote
the shares for which they have received proxies in their discretion on such
proposal.
By Order of the Board of Directors.
Lynnwood R. Moore, Jr.
Secretary
September 16, 1998
Tulsa, Oklahoma
-7-
<PAGE>
EXHIBIT A
PROPOSED CERTIFICATE OF FIFTH AMENDMENT
TO THE CERTIFICATE OF INCORPORATION
OF ADDVANTAGE MEDIA GROUP, INC.
ADDvantage Media Group, Inc., an Oklahoma corporation (the "Corporation"),
for the purpose of amending the Certificate of Incorporation of the Corporation,
hereby certifies that:
1. The name of the Corporation is ADDvantage Media Group, Inc.
2. The Corporation's original Certificate of Incorporation was filed with
the Secretary of State of the State of Oklahoma on September 20, 1989. The
Corporation's Certificate of Incorporation was thereafter amended on December
14, 1990, February 14, 1991, June 20, 1991 and July 8, 1992.
3. Article IV of the Certificate of Incorporation of the Corporation is
hereby amended to include the following text after the last paragraph thereof.
Reverse Stock Split of Common Stock
Effective as of the close of business on the date of filing this
Certificate of Fifth Amendment to the Certificate of Incorporation
(the Effective Time"), the filing of this Certificate of Fifth
Amendment shall effect a reverse stock split (the "Reverse Stock
Split") pursuant to which each four (4) shares of issued and
outstanding Common Stock, par value $.01 per share, of the Corporation
shall be combined into one (1) validly issued, fully paid and
nonassessable share of Common Stock, par value $.01 per share, of the
Corporation. The number of authorized shares and the par value of the
Common Stock shall not be affected by the Reverse Stock Split. Each
stock certificate that prior to the Effective Time represented shares
of Common Stock shall, following the Effective Time, represent the
number of shares into which the shares of Common Stock represented by
such certificate shall be combined. The Corporation shall not issue
fractional shares or scrip as a result of the Reverse Stock Split, but
shall (i) round up to the nearest whole share those share holdings
which as a consequence of the Reverse Stock Split would result in
fractional positions of .5 shares or more and (ii) round down to the
nearest whole share those share holdings which as a consequence of the
Reverse Stock Split would result in fractional positions of less than
.5 shares.
4. All other remaining provisions of the Corporation's Certificate of
Incorporation not amended hereby shall remain unchanged and in full force and
effect.
The Amendment to the Certificate of Incorporation was set forth in
resolutions duly adopted by the Board of Directors which declared the adoption
of the Amendment to be advisable and which ordered that a special meeting of the
stockholders be called for consideration of the Amendment by the stockholders of
the Corporation.
Such Amendment was duly adopted in accordance with Section 1077 of the
Oklahoma General Corporation Act by the affirmative vote of the holders of the
necessary number of shares of capital stock of the Corporation required by
statute at a Special Meeting of the stockholders held on October 7, 1998.
THE UNDERSIGNED, being the of the Corporation, for
the purpose of amending the Certificate of Incorporation of the Corporation,
does make this amendment to the Certificate of
<PAGE>
Incorporation of the Corporation, hereby declaring and certifying that this is
my act and deed and the facts herein stated are true, and accordingly, have
hereunto set my hand as of this ________ day of _________________, 1998.
ADDVANTAGE MEDIA GROUP, INC.
By:
----------------------------------------
Name:
Title:
ATTEST:
- - ------------------------------
Name:
Title:
<PAGE>
PROXY
ADDVANTAGE MEDIA GROUP, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Charles H. Hood and Gary W. Young as Proxies,
each with the power to appoint his substitute, and hereby authorizes them to
represent and to vote, as designated below, all the shares of Common Stock of
ADDvantage Media Group, Inc. (the "Company") held of record by the undersigned
on September 15, 1998, at the Special Meeting of Stockholders of the Company to
be held on October 7, 1998, and at any and all adjournments or postponements
thereof.
1. Proposal to approve the amendment to the Company's Certificate of
Incorporation to effect a one-for-four reverse stock split of the
Company's Common Stock.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Continued and to be signed on the reverse side)
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
This Proxy when properly executed will be voted at the Special Meeting or any
adjournments or postponements thereof as directed herein by the undersigned
stockholder. If no specifications are made, this Proxy will be voted FOR the
Proposal to amend the Company's Certificate of Incorporation to effect the
reverse stock split. This Proxy is revocable at any time before it is
exercised.
IMPORTANT: Please date this Proxy and sign
exactly as your name appears to the left.
If shares are held by joint tenants, both
should sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give title as such. If a
corporation, please sign in full corporate
name by president or other authorized
officer. If a partnership, please sign in
partnership name by authorized person.
Dated: , 1998
------------------------------
Signature(s)
------------------------------
Signature(s)
------------------------------
PLEASE MARK, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
NO POSTAGE IS REQUIRED FOR MAILING IN THE UNITED STATES.
