CODA MUSIC TECHNOLOGY INC
S-4, EX-99.1, 2000-08-11
PREPACKAGED SOFTWARE
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                                                                    EXHIBIT 99.1

                           CODA MUSIC TECHNOLOGY, INC.
                         SPECIAL MEETING OF SHAREHOLDERS

          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

         The undersigned shareholder hereby appoints John W. Paulson and Barbara
S. Remley and each of them as proxies, each with full power of substitution,  to
vote as  designated  below all shares of common stock of Coda Music  Technology,
Inc. held of record as of                 , 2000, which the undersigned would be
entitled to vote if personally present at the Special Meeting of Shareholders to
be held on                 , 2000, at         a.m., local time, at the Company's
corporate  headquarters,  located at 6210 Bury Drive,  Eden  Prairie,  Minnesota
55346,  and at any  adjournment  or  adjournments  thereof,  upon the  following
matters:

1.       To amend the Articles of Incorporation to increase the authorized
         common stock from 15,000,000 to 50,000,000 shares and to change the
         name of the company to Net4Music Inc. effective upon the closing of the
         transaction with the Net4Music S.A. shareholders.

         [ ] FOR                [ ] AGAINST                   [ ]ABSTAIN

2.       To approve a 1,700,000 share increase in the number of shares reserved
         for Coda's 1992 Stock Option Plan.

         [ ] FOR                [ ]AGAINST                    [ ]ABSTAIN

3.       To issue up to 16,600,000 shares of common stock, which shares will be
         issued to shareholders of Net4Music S.A. in exchange for the capital
         stock of Net4Music S.A. based upon the conversion ratio described in
         the accompanying Proxy Statement/Prospectus.

         [ ] FOR                [ ]AGAINST                    [ ]ABSTAIN

         This proxy will be voted as  specified  by the  shareholder,  but if no
choice is specified,  this proxy will be voted FOR approval of each proposal. If
this proxy is not returned, the effect will be a vote against each proposal. The
persons  acting as proxies  will have  discretion  to vote on any other  matters
properly  presented for  consideration at the Special Meeting or any adjournment
or adjournments thereof in accordance with their best judgment.

         IMPORTANT:  Please sign  exactly as name or names appear on this Proxy.
Joint owners should each sign  personally.  When signing as attorney,  executor,
administrator,  trustee or guardian,  please give your full title as such.  When
signing as a corporation or a partnership, please sign in the name of the entity
by an authorized person.

Dated:
       ----------------
                                 -----------------------------------------------
                                 (Please sign name exactly as it appears hereon)


                                 -----------------------------------------------
                                 (Signature of joint owner, if any)

PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED PROXY RETURN
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF AN
ENVELOPE IS NOT ENCLOSED OR HAS BEEN MISPLACED, PLEASE RETURN THIS COMPLETED
PROXY TO CODA MUSIC TECHNOLOGY, INC., 6210 BURY DRIVE, EDEN PRAIRIE, MINNESOTA
55346, ATTENTION: BARBARA S. REMLEY.




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