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Exhibit 99.1
Digital Generation Systems, Inc.
5221 North O'Connor Boulevard
Suite 950
Irving, Texas 75039
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 21, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF DIGITAL GENERATION SYSTEMS, INC.
The undersigned, revoking all prior proxies, hereby appoint(s) Scott K.
Ginsburg, and Matthew E. Devine, and each of them, with full power of
substitution, as proxies to represent and vote, as designated herein, all
shares of common stock of Digital Generation Systems, Inc., a California
corporation (the "Company"), that the undersigned would be entitled to vote if
personally present at the Annual Meeting of Shareholders of the Company (the
"Annual Meeting") to be held on November 21, 2000 at 10:00 a.m., local time,
at the La Cima Club, 5215 North O'Connor Boulevard, Suite 2600, Irving, Texas
75039, and at any adjournment or postponement thereof.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR
POSTPONEMENT THEREOF.
This proxy, when properly executed, will be voted in the manner directed by
the undersigned shareholder(s). IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 THROUGH 6. Attendance of the undersigned at the Annual
Meeting or any adjournment or postponement thereof will not be deemed to
revoke this proxy unless the undersigned shall revoke this proxy in writing
before it is exercised or affirmatively indicate his intent to vote in person.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR PROPOSALS 1
THROUGH 6.
1. To approve and adopt an Agreement and Plan of Merger, dated as of July 7,
2000, by and among the Company, StarGuide Digital Networks, Inc., a Nevada
corporation and SG Nevada Merger Sub Inc., a Nevada corporation.
[_] FOR [_] AGAINST [_] ABSTAIN
2. To approve the reincorporation of DG Systems from a California
corporation to a Delaware corporation.
[_] FOR [_] AGAINST [_] ABSTAIN
3. To amend the articles of incorporation to increase authorized shares of
common stock to 200,000,000.
[_] FOR [_] AGAINST [_] ABSTAIN
4. To elect the following individuals to the Board of Directors: Scott K.
Ginsburg, Matthew E. Devine, Lawrence D. Lenihan, Jr., Michael G. Linnert and
David M. Kantor.
[_] FOR [_] AGAINST [_] ABSTAIN
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5. To approve an amendment to the 1992 stock option plan to increase the
number of shares available for issuance thereunder.
[_] FOR [_] AGAINST [_] ABSTAIN
6. To ratify the appointment of KPMG LLP as the Company's independent public
accountants for the year ending December 31, 2000.
[_] FOR [_] AGAINST [_] ABSTAIN
7. To transact such other business that may be properly brought before the
Annual Meeting or any adjournment or postponement thereof.
[_] FOR [_] AGAINST [_] ABSTAIN
Mark here for address change and note below [_]
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PLEASE DATE AND SIGN EXACTLY AS NAME(S) APPEAR(S) ON THIS PROXY. WHEN SHARES
ARE HELD BY JOINT OWNERS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE TITLE AS SUCH. IF A
CORPORATION OR A PARTNERSHIP, PLEASE SIGN BY AUTHORIZING PERSON.
Date:
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Date:
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