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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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 Rule 14a-11(c) or Rule 14a-12
STYLESITE MARKETING, INC.
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(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
(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:
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[LOGO]
NASDAQ (STLE)
PROXY STATEMENT
OCTOBER 4, 1999
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STYLESITE MARKETING, INC.
414 ALFRED AVENUE
TEANECK, NEW JERSEY 07666
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
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<S> <C>
TIME 10:00 a.m., EST, on October 19, 1999
PLACE Parker, Duryee, Rosoff & Haft
529 Fifth Avenue
New York, New York
ITEMS OF BUSINESS o To approve a 1-for-13 reverse common stock split
o To approve the issuance and sale of more than 19.9% of the outstanding shares of
our common stock on the date of sale, as required by Nasdaq rules
o To approve an amendment to our certificate of incorporation to increase the
authorized number of shares of common stock from 50,000,000 to 80,000,000
o To transact such other business as may properly come before the meeting
RECORD DATE Holders of voting shares of record at the close of business, September 17, 1999, are
entitled to vote at the meeting.
PROXY VOTING It is important that your shares be represented and voted at the meeting. Please
mark, sign, date and promptly return the enclosed proxy card in the postage-paid
envelope furnished for that purpose. You may revoke your proxy in the manner
described in the accompanying proxy statement at any time prior to the meeting.
OCTOBER 4, 1999 WARREN H. GOLDEN
President and Chief Executive Officer
</TABLE>
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TABLE OF CONTENTS
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PAGE
<S> <C>
PROXY STATEMENT............................................................................................ 1
Special Meeting ......................................................................................... 1
Proxies.................................................................................................. 1
Stockholders Entitled to Vote............................................................................ 1
Required Vote............................................................................................ 1
Cost of Proxy Solicitation............................................................................... 2
Dissenter's Rights....................................................................................... 2
Section 16(a) Beneficial Ownership Reporting Compliance.................................................. 2
PROPOSALS.................................................................................................. 2
Proposal to Approve a 1-for-13 Reverse Common Stock Split................................................ 2
Proposal to Approve the Issuance and Sale of More Than 19.9% of the Outstanding Shares of our Common
Stock on the Date of Sale, as Required by Nasdaq Rules................................................ 4
Proposal to Approve an Amendment to our Certificate of Incorporation to Increase the Authorized
Number of shares of Common Stock from 50,000,000 to 80,000,000........................................
OTHER MATTERS.............................................................................................. 5
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.....................
Availability of Principal Accountants at Special Meeting.................................................
Stockholder Proposals.................................................................................... 5
Forms 10-K and 10-Qs Filed with the Securities and Exchange Commission................................... 5
Financial Statements.....................................................................................
</TABLE>
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PROXY STATEMENT
SPECIAL MEETING
These proxy materials are being furnished in connection with the
solicitation by our Board of Directors of proxies to be voted at a Special
Meeting of Stockholders and at any meeting following adjournment thereof.
The Special Meeting will be held on October 19, 1999, beginning at
10:00 a.m., EST, at the Law Offices of Parker, Duryee, Rosoff & Haft, 529 Fifth
Avenue, New York, New York.
This Proxy Statement and accompanying forms of proxy and voting
instructions are being mailed on or about October 4, 1999 to holders of our
voting shares on the record date, which is September 17, 1999.
PROXIES
Your vote is important. Because many stockholders can not personally attend
the Special Meeting, it is necessary that a large number be represented by
proxy. Stockholders of record may vote their shares by marking, signing, dating
and mailing their proxies in the postage-paid envelope provided. Proxies may be
revoked at any time before they are exercised by written notice to our
Secretary, by timely delivery of a properly executed, later-dated proxy or by
voting by ballot at the Special Meeting.
All shares entitled to vote and represented by properly executed proxies
received prior to the Special Meeting and not revoked will be voted at the
Special Meeting in accordance with the instructions indicated in those proxies.
IF NO INSTRUCTIONS ARE INDICATED ON A PROPERLY EXECUTED PROXY, THE SHARES
REPRESENTED BY THE PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS.
If any other matters are properly presented at the Special Meeting for
consideration, including, among other things, consideration of a motion to
adjourn the Special Meeting to another time or place, the persons named in the
enclosed form of proxy will have discretion to vote on those matters according
to the best judgment to the same extent as the person signing the proxy would be
entitled to vote. At this date this proxy statement went to press, we did not
anticipate that any other matters would be raised at the Special Meeting.
STOCKHOLDERS ENTITLED TO VOTE
Holders of record of our voting shares at the close of business on
September 17, 1999, the record date, are entitled to notice of and to vote at
the Special Meeting. On October 4, 1999, there were 17,046,414 shares of
common stock outstanding. There were also issued and outstanding Series B and C
Preferred Stock which have aggregate voting rights equal to 3,500,285 shares of
common stock. The common stock and the Series B and C Preferred Stock are
referred to as the voting shares. Each voting share is entitled to one vote on
each matter properly brought before the Special Meeting.
A list of stockholders entitled to vote at the Special Meeting will be
available at the Special Meeting on October 19, 1999, and for 10 days prior
to the Special Meeting, between the hours of 9:00 a.m. and 4:00 p.m. at the
office of the transfer agent, North American Transfer Company, at 147 West
Merrick Road, Freeport, New York 11520.
REQUIRED VOTE
The presence, in person or by proxy, of the holders of a majority of the
voting shares entitled to be cast by stockholders entitled to vote generally at
the Special Meeting is necessary to constitute a quorum. Abstentions and broker
"non-votes" are counted as present and entitled to vote for purposes of
determining a quorum. A broker "non-vote" occurs when a nominee holding shares
for a beneficial owner does not vote on a particular proposal because the
nominee does not have discretionary voting power with respect to that item and
has not received instructions from the beneficial owner.
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The affirmative vote by the holders of the majority of the voting shares
outstanding as of the record date is required to approve:
o a 1-for-13 reverse common stock split, and
o an increase in the number of our authorized shares of common stock from
50,000,000 to 80,000,000.
The affirmative vote by the holders of the majority of the voting shares
present in person or represented by proxy is required to
o approve the issuance and sale of more than 19.9% of our outstanding
shares of our common stock on the date of sale, as required by
Nasdaq rules.
Abstentions and broker "non-votes" will have the same effect as a vote
against any proposal.
COST OF PROXY SOLICITATION
We will pay for the cost of soliciting proxies. Proxies may be solicited by
our directors or executive officers in person or by telephone, facsimile or
electronic transmission. We have not engaged a third party proxy solicitor.
In accordance with rules of the SEC, we will also reimburse brokerage firms
and other custodians, nominees and fiduciaries for their expenses incurred in
sending proxies and proxy materials to beneficial owners of voting shares.
DISSENTER'S RIGHTS
Under Delaware law, stockholders are not entitled to dissenter's rights of
appraisal with respect to any of the proposals in this proxy.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based on our records and other information, we believe that no officers,
directors, beneficial owner of more than ten percent of any class of our equity
securities registered pursuant to Section 12 of the Securities Exchange Act of
1934, as amended, or any other person subject to Section 16 of the Exchange Act
with respect to StyleSite, failed to file on a timely basis reports required by
Section 16(a) of the Exchange Act during the most recent fiscal year, which
ended September 30, 1998.
PROPOSALS
PROPOSAL NUMBER 1
PROPOSAL TO APPROVE A 1-FOR-13 REVERSE COMMON STOCK SPLIT
On July 27, 1999, our stockholders approved a 1-for-6 reverse stock split
of the issued and outstanding shares of our common stock. Our Board of Directors
subsequently abandoned the 1-for-6 reverse split as a result of a recent further
decrease in the price of our common stock. On September 17, 1999, the Board of
Directors approved an amendment to our Certificate of Incorporation to effect a
1-for-13 reverse stock split of the issued and outstanding shares of our common
stock. The amendment will increase the par value of our common stock to $0.0013
from $0.0005 but will not change the number of authorized shares of our common
stock.
Our Board of Directors has granted management the authority to increase or
decrease the size of the reverse split of our common stock at the Special
Meeting so that the size of the reverse split multiplied by our common stock
price would be approximately $5.00. If management makes such determination to
change the reverse split to other than a 1-for-13 reverse split, management is
authorized and obligated to submit the change for the approval by our
stockholders at the Special Meeting. Management, however, may not propose a
reverse split greater than 1-for-17 without approval by our Chairman.
The proposed amendment would amend the first paragraph of Article 4 of our
Certificate of Incorporation to read as follows:
"4. Authorized Capital. The aggregate number of shares of which the
Corporation shall have authority to issue is 51,000,000, consisting of
(i) 50,000,000 shares of common stock, par value $0.0013 per share (the
"Common Stock") and (ii) 1,000,000 shares of preferred stock, par value
$0.01 per share (the "Preferred Stock"). All shares shall, when issued, be
issued as fully paid and nonassessable shares and the holders thereof shall
not be liable for any further payment in respect thereof.
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"Simultaneously with the effective date of the filing of this
amendment to the Corporation's Certificate of Incorporation (the "Effective
Date"), each share of common stock, par value $0.0001 per share, of the
Corporation issued and outstanding or held as treasury shares immediately
prior to the Effective Date (the "Old Common Stock") shall automatically
and without any action on the part of the holder thereof, be reclassified
and changed into one-thirteenth of a share of common stock, par value
$0.0013 per share, which the Corporation shall be authorized to issue
immediately subsequent to the Effective Date (the "New Common Stock"), and
any fractional interests resulting from such reclassification will be
rounded up to the nearest whole share. Each holder of a certificate or
certificates which immediately prior to the Effective Date represented
outstanding shares of Old Common Stock (the "Old Certificates") shall, from
and after the Effective Date, be entitled to receive upon surrender of such
Old Certificates to the Corporation's transfer agent for cancellation, a
certificate or certificates (the "New Certificates") representing the
shares of New Common Stock into which the shares of Old Common Stock
formerly represented by such Old Certificates so surrendered are
reclassified under the terms hereof."
EFFECTS OF THE REVERSE SPLIT
If the reverse split is approved by our stockholders, the reverse split
will become effective on the date the proposed amendment is filed with the
Delaware Secretary of State. We anticipate filing the amendment immediately
prior to an underwritten public offering of our common stock or such earlier
date that our Board shall choose. Our Board also may abandon the reverse split
at any time prior to filing the amendment.
The reverse split will have the effects set forth in the proposed
amendment. All outstanding shares of old common stock will, without any action
on the part of the holders, be deemed to represent shares of new common stock as
reclassified to effect the reverse split and accordingly do no need to be
replaced. Consequently, it will not be necessary to submit old certificates for
exchange. If the reverse split is approved, old certificates will be deemed to
represent that number of shares of new common stock into which such shares of
old common stock are reclassified. Upon the sale or transfer of shares of old
common stock, new certificates will be issued by our transfer agent.
The shares of new common stock into which the shares of old common stock
are reclassified and changed on the effective date will be fully paid and
nonassessable.
If the reverse split is effected, we will have outstanding approximately
1,311,263 million shares of new common stock, replacing approximately
17,046,414 million shares of old common stock. Consummation of the reverse
split will not alter the number of authorized shares of our capital stock, which
will remain at 50,000,000 shares of common stock and 1,000,000 shares of
preferred stock. However, if Proposal 3 is approved, our authorized common stock
will be increased to 80,000,000 shares. Other than the rounding up of
fractional interests, the reverse split will not alter any stockholder's
proportionate ownership interest in StyleSite.
Our stockholder's equity does not change as a result of the reverse split.
Our aggregate stated capital will not change because, although one-thirteenth as
many shares of common stock will be issued, the par value of each share of
common stock after the reverse split will be increased by thirteen times the
pre-reverse split amount.
With the possible exception of the additional shares (which should be de
minimis) received by stockholders in the rounding up process to avoid fractional
shares, we believe that the reverse split will result in no gain or loss or
realization of taxable income to holders of our common stock under existing
United States Federal income tax laws, and that the tax basis and holding period
of the old common stock will carry over to the new common stock.
In accordance with the terms of our stock option plans and outstanding
warrants and non-plan options, appropriate adjustments will be made in the
number of shares of common stock reserved for issuance and in the exercise price
of outstanding warrants and options. The number of shares of common stock
reserved for issuance pursuant to outstanding warrants and options will be
divided by thirteen and the exercise price per share will be multiplied by
thirteen.
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PURPOSES OF THE PROPOSED REVERSE SPLIT
The Board of Directors approved the amendment to our Certificate of
Incorporation to effect the reverse split
o to promote the effective marketability of our common stock; and
o to ensure the continued inclusion of our common stock on Nasdaq.
We believe that the low price per share of our common stock diminishes the
effective marketability of such stock because of the reluctance of many
brokerage firms to recommend lower-priced stocks to their clients. Additionally,
the policies and practices of a number of brokerage firms tend to discourage
individual brokers within those firms from dealing in lower-priced stocks. Some
of such policies and practices pertain to the payment of brokers' commissions
and to time consuming procedures that operate to make the handling of
lower-priced stocks unattractive to brokers from an economic perspective. The
foregoing factors adversely affect the liquidity of our common stock.
We are hopeful that the decrease in the number of shares of our common
stock outstanding as a consequence of the proposed reverse split, and the
anticipated corresponding increased price per share, will promote greater
liquidity for our stockholders with respect to those shares held by them.
Our common stock price has recently been trading below $1.00 per share. The
Nasdaq Stock Market, where our common stock is traded, requires that, to
maintain continued listing on Nasdaq, the stock price may not trade below $1.00
for a certain period of time. We believe that it would be prudent to effectuate
a reverse stock split to avoid the possibility of violating this Nasdaq rule.
We can not predict, however, whether the proposed reverse split will
achieve any of these desired results, nor can we predict that
o the price per share of our common stock immediately after the proposed
reverse split will increase proportionately with the reverse split,
o any increase can be sustained for any period of time, or
o the market price of our common stock will exceed or remain in excess of
current market prices.
In addition, the reverse split may have the effect of creating odd lots of
stock for some shareholders and such odd lots may be more difficult to sell or
have higher brokerage commissions associated with the sale of such odd lots.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE 1-FOR-13
REVERSE COMMON STOCK SPLIT. PROXIES SOLICITED BY THE BOARD WILL BE VOTED FOR
THIS PROPOSAL UNLESS YOU SPECIFY OTHERWISE.
PROPOSAL NUMBER 2
PROPOSAL TO APPROVE THE ISSUANCE AND SALE OF MORE THAN 19.9% OF THE
OUTSTANDING SHARES OF OUR COMMON STOCK ON THE DATE OF SALE, AS REQUIRED BY
NASDAQ RULES
Nasdaq rules require us to obtain shareholder approval for the issuance of
securities involving the sale of more than 19.9% of our common stock at less
than fair market value. Nasdaq may delist the securities of any issuer that
fails to obtain such stockholder approval concerning the issuance of such
shares.
In September 1999, we agreed to issue, subject to shareholder approval,
10,950,000 and 17,550,000 shares of our common stock to Robert Rubin and The
Rubin Family Irrevocable Stock Trust, respectively, which shares were valued at
approximately $0.16 per share when our stock price was 5/16.
In September 1999, to provide us with necessary availability under out
credit facility with First Source Financial LLP, Mr. Rubin and the Trust
transferred to First Source certain pledged assets to pay down approximately $5
million of our asset based loan facility. Mr. Rubin transferred to First Source
a $1 million certificate of deposit and marketable securities worth
approximately $825,000. The certificate of deposit and
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securities were pledged to First Source in May 1999. The Trust transferred to
First Source 900,000 shares of Tadeo Holdings, Inc. common stock worth
approximately $2.925 million. The Tadeo common stock was pledged by the Trust in
July and August 1999 so that we could obtain an additional $2 million of
availability under the revolving loan.
Additionally, in September 1999 we agreed to sell, subject to shareholder
approval, 6 million shares of our common stock to Mr. Rubin for $1 million and
600,000 shares of common stock to Jay M. Kaplowitz at a purchase price of
$100,000, for the purpose of achieving compliance under certain covenants in the
First Source loan facility, including repayment of advances by First Source in
excess of the availability under the revolving loan.
We believe that the above transactions are beneficial to us and our
shareholders for the following reasons:
o increase the availability under the First Source loan facility; and
o decrease in liabilities resulting in an increase in our net worth.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
ISSUANCE AND SALE OF IN EXCESS OF 19.9% OF THE OUTSTANDING SHARES OF OUR COMMON
STOCK BELOW MARKET VALUE, AS REQUIRED BY NASDAQ RULES. PROXIES SOLICITED BY THE
BOARD WILL BE VOTED FOR THIS PROPOSAL UNLESS YOU SPECIFY OTHERWISE.
PROPOSAL NUMBER 3
AMENDMENT OF CERTIFICATE OF INCORPORATION
TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF
COMMON STOCK
Our Board of Directors has adopted resolutions proposing an amendment
to our Certificate of Incorporation which would amend the first paragraph of
Article 4 of our Certificate of Incorporation to increase the authorized number
of shares of common stock, $.0001 par value, to 80,000,000 shares from the
50,000,000 shares currently authorized. There are currently 17,046,414 shares of
common stock outstanding, and outstanding Series B and C Preferred Stock which
have aggregate voting rights equal to 3,500,285 shares of common stock.
The Board believes that it is advisable to authorize for issuance a
sufficient number of shares of common stock in order for us to issue shares of
common stock to Mr. Rubin in accordance with Proposal Number 2 and upon the
exercise of outstanding options, warrants, and other existing rights to purchase
common stock. In particular, we presently do not have sufficient authorized
shares to accommodate the shares to be issued to Mr. Rubin in accordance with
Proposal Number 2. In addition, the Board believes that it is desirable to have
the additional shares available to enable us to take advantage of favorable
financing opportunities, if any, that may arise in the future. The Board
believes that the availability of such shares for issuance in the future will
give us greater flexibility (with respect to the purpose of such issuance and
the nature of any consideration that may be received therefor) and permit such
shares to be issued without the expense and delay of holding a stockholders
meeting. The shares would be available for issuance by the Board without further
stockholder authorization, except as may be required by law or by the rules of
Nasdaq (or any other national quotation system or stock exchange on which the
shares of common stock may then be listed). The issuance of any additional
shares of common stock may result in a dilution of the voting power of the
holders of outstanding shares of common stock and their equity interest in us.
Although not intended as an anti-takeover device, issuing additional
shares of the common stock could impede a non-negotiated acquisition of us by
diluting the ownership interests of a substantial stockholder, increasing the
total amount of consideration necessary for a person to obtain control of us, or
increasing the voting power of friendly third-parties.
The Board of Directors recommends a vote FOR the approval of the
amendment to the Certificate of Incorporation to increase the number of shares
of authorized common stock. Proxies solicited by the Board will be voted FOR
this proposal unless you specify otherwise.
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OTHER MATTERS
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
On July 15, 1998, we appointed BDO Seidman, LLP, of New York, New York, as
our principal independent certified public accountants for the fiscal year
ending September 30, 1998 to replace Feldman Sherb Horowitz & Co., P.C.,
formerly Feldman Sherb Ehrlich & Co., P.C., who were dismissed as our principal
certified public accountants effective with such appointment. The appointment
was approved by our Board of Directors. Feldman Sherb Horowitz has and will
continue to perform certain accounting services for us.
During the two most recent fiscal years ended September 30, 1997 and the
interim period preceding July 15, 1998, there have been no disagreements with
Feldman Sherb Horowitz on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure or any other
reportable events. Feldman Sherb Horowitz's reports on our consolidated
financial statements for the two fiscal years ended September 30, 1997 contained
no adverse opinion or disclaimer of opinion and was not qualified or modified as
to uncertainty, audit scope or accounting principles.
AVAILABILITY OF PRINCIPAL ACCOUNTANTS AT SPECIAL MEETING
A representative of BDO Seidman, LLP will be present at the Special
Meeting. Such representative will have the opportunity to make a statement if
he desires to do so and will be available to respond to appropriate questions
at the meeting.
STOCKHOLDER PROPOSALS
Proposals from our stockholders that are intended to be presented by such
stockholders at our next Annual Meeting must be received by us no later than
April 1, 2000 in order that such proposals be considered for inclusion in the
proxy statement relating to that Annual Meeting.
FORMS 10-K AND 10-Q'S FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
Copies of our annual report on Form 10-K for the year ended September 30,
1998, and our quarterly reports on Form 10-Q for the quarters ended
December 31, 1998, March 31, 1999 and June 30, 1999, as filed with the
Securities and Exchange Commission and any amendments thereto, are available to
stockholders free of charge by writing to:
StyleSite Marketing, Inc.
414 Alfred Avenue
Teaneck, New Jersey 07666
FINANCIAL STATEMENTS
Our audited consolidated financial statements for the fiscal year ended
September 30, 1998 and unaudited consolidated financial statements for the six
months ended March 31, 1999 and the related Management's Discussion and Analysis
of Financial Condition and Results of Operations are included in our Annual
Report accompanying this Proxy Statement and are incorporated herein by
reference. Our unaudited consolidated financial statements for the nine months
ended June 30, 1999 and the related Management's Discussion and Analysis of
Financial Condition and Results of Operations are included in our 1999 third
quarter Form 10-Q/A-1 accompanying this Proxy Statement and is incorporated
herein by reference.
By Order of the Board of Directors
Warren H. Golden
President and Chief Executive Officer
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STYLESITE MARKETING, INC.
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS
OCTOBER 19, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints WARREN H. GOLDEN, attorney and proxy,
with power of substitution and revocation, to vote, as designated below, all
voting shares of StyleSite Marketing, Inc. which the undersigned is
entitled to vote, with all powers which the undersigned would possess if
personally present, at the Special Meeting of Stockholders (including all
adjournments thereof) of StyleSite Marketing, Inc. to be held on
October 19, 1999 at 10:00 a.m., EST, at Parker, Duryee, Rosoff & Haft, 529 Fifth
Avenue, New York, New York.
1. APPROVAL of an amendment to our Certificate of Incorporation to effect a
1-for-13 reverse split of our common stock.
/ / FOR / / AGAINST / / ABSTAIN
2. APPROVAL of the issuance and sale of more than 19.9% of the outstanding
shares of our common stock on the date of sale, as required by Nasdaq rules.
/ / FOR / / AGAINST / / ABSTAIN
3. APPROVAL of an amendment to our Certificate of Incorporation to increase
the authorized number of shares of common stock from 50,000,000 to
80,000,000.
/ / FOR / / AGAINST / / ABSTAIN
(continued, and to be signed on reverse side)
<PAGE>
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned holder of voting shares. If no direction is given, this proxy
will be voted FOR each of the proposals and in the discretion of said proxy on
any other matter which may come before the meeting or any adjournments thereof.
Dated: , 1999
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Signature
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Signature, if held jointly
NOTE: When voting shares are held
by joint tenants, both should sign.
When signing as attorney, executor,
administrator, trustee, custodian,
guardian or corporate officer,
please give your full title as
such. If a corporation, please sign
full corporate name by authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
PLEASE FILL IN, DATE, SIGN AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
