SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
[X ] Filed by the Registrant
[ ] 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 toss.240.14a-11(c) orss.240.14a-12
DETOUR MAGAZINE, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X ] No fee required
[ ] $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and O-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 O-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 by written 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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DETOUR MAGAZINE, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held March 21, 2001
TO OUR SHAREHOLDERS:
Notice is hereby given that the 2001 Annual Meeting of Shareholders of
Detour Magazine, Inc. ("Detour") will be held at the Company's New York offices
at 201 N. Service Road, Melville, N.Y. 11747 at 9:00 A.M. (New York time) on
Wednesday, March 21, 2001. The Annual Meeting is being held for the following
purposes:
1. To elect a Board of three Directors to hold office until the next
Annual Meeting of Shareholders and until their respective successors
have been elected. The persons nominated by the Board of Directors of
the Company (Messrs. Stein, Left and Nesis) are described in the
accompanying Proxy Statement;
2. To approve the Amended Articles of Incorporation of Detour to, among
other things, change the name of the corporation to "Detour Media
Group, Inc." and to increase the authorized Common Stock from
25,000,000 shares to 100,000,000 shares;
3. To approve the appointment of Grant Thornton LLP as the Company's
independent accountants, to audit the Company's books and records for
the fiscal year ending December 31, 2001; and
4. To transact such other business as may properly come before the Annual
Meeting or any of its adjournments or postponements.
Only shareholders of record of Common Stock at the close of business on
February 18, 2001, are entitled to notice of, and to vote at, the Annual Meeting
and any of its adjournments or postponements.
All shareholders are cordially invited to attend the Annual Meeting in
person. However, to ensure your representation at the Annual Meeting, you are
urged to mark, sign and return the enclosed Proxy as promptly as possible in the
postage prepaid envelope enclosed for that purpose.
BY ORDER OF THE BOARD OF DIRECTORS
s/Edward T. Stein
Edward T. Stein
Chairman of the Board
Melville, New York
March 5, 2001
IN ORDER TO ENSURE YOUR REPRESENTATION AT THE MEETING, PLEASE COMPLETE, DATE,
SIGN AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE AS PROMPTLY AS
POSSIBLE. IF YOU DO ATTEND THE MEETING, YOU MAY, IF YOU PREFER, REVOKE YOUR
PROXY AND VOTE YOUR SHARES IN PERSON.
DETOUR MAGAZINE, INC.
----------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To Be Held March 21, 2001
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Detour Magazine, Inc., a Colorado
corporation ("Detour" or the "Company"), for use at the 2001 Annual Meeting of
Shareholders to be held at 201 N. Service Road, Melville, N.Y. 11747 at 9:00
A.M. (New York time) on Wednesday, March 21, 2001, and at any of its
adjournments or postponements, for the purposes set forth herein and in the
attached Notice of Annual Meeting of Shareholders. Accompanying this Proxy
Statement is the Board of Directors' Proxy for the Annual Meeting, which you may
use to indicate your vote on the proposals described in this Proxy Statement.
All Proxies which are properly completed, signed and returned to the
Company prior to the Annual Meeting, and which have not been revoked, will
unless otherwise directed by the shareholder be voted in accordance with the
recommendations of the Board of Directors set forth in this Proxy Statement. A
shareholder may revoke his or her Proxy at any time before it is voted either by
filing with the Secretary of the Company, at its principal executive offices, a
written notice of revocation or a duly executed proxy bearing a later date, or
by attending the Annual Meeting and expressing a desire to vote his or her
shares in person.
The close of business on February 18, 2001, has been fixed as the record
date for the determination of shareholders entitled to notice of, and to vote
at, the Annual Meeting or any adjournments or postponements of the Annual
Meeting. At the record date, 23,731,431 shares of Common Stock, par value $.001
per share (the "Common Stock"), were outstanding. The Common Stock is the only
outstanding class of capital stock of the Company.
The Company's principal executive offices are located at 7060 Hollywood
Boulevard, Suite 1150, Los Angeles, California 90028.
VOTING PROCEDURES
A shareholder is entitled to cast one vote for each share held of record on
the record date on all matters to be considered at the Annual Meeting. A
majority of the issued and outstanding shares of Common Stock must be
represented in person or by proxy at the Annual Meeting in order to constitute a
quorum for the transaction of business. The three nominees for election as
directors at the Annual Meeting who receive the highest number of affirmative
votes will be elected. Approval of the Amended Articles of Incorporation will
require the affirmative vote of a majority of the issued and outstanding shares
of Common Stock. Abstentions and broker non-votes will be included in the number
of shares present at the Annual Meeting for the purpose of determining the
presence of a quorum. Abstentions will be counted toward the tabulation of votes
cast on proposals submitted to shareholders and will have the same effect as
negative votes, while broker non-votes will not be counted either as votes cast
for or against such matters.
This Proxy Statement and the accompanying Proxy were mailed to shareholders
on or about March 5, 2001.
ELECTION OF DIRECTORS
In accordance with the Bylaws of the Company, the Company's directors are
elected at each Annual Meeting of Shareholders and hold office until the next
election of directors and until their successors are duly elected. The Bylaws of
the Company provide that the Board of Directors shall consist of one or more
directors as fixed from time to time by a vote of a majority of the entire Board
of Directors. The Board of Directors currently has fixed the number of directors
at three.
Unless otherwise instructed, the Proxy holders will vote the Proxies
received by them for the nominees named below. If any nominee is unable or
unwilling to serve as a director at the time of the Annual Meeting, the Proxies
will be voted for such other nominee(s) as shall be designated by the current
Board of Directors to fill any vacancy. The Company has no reason to believe
that any nominee will be unable or unwilling to serve if elected as a director.
The Board of Directors proposes the election of the following nominees as
directors:
Edward Stein
Andrew Left
Kevin Nesis
If elected, each nominee is expected to serve until the 2002 Annual Meeting
of Shareholders and his or her successor is duly elected and qualified. The
three nominees for election as directors at the Annual Meeting who received the
highest number of affirmative votes will be elected.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF THE
NOMINEES LISTED ABOVE.
INFORMATION WITH RESPECT TO NOMINEES
The following table sets forth certain information with respect to the
nominees.
Year First
Elected or
Nominees Age Appointed Principal Occupation
- --------------- --- ---------- -------------------------------------------
Edward T. Stein 49 1995 Edward T. Stein has been Chairman of the
Board and a director of Detour and its
predecessor since January 1995. From
November 1998 to April 1999, Mr. Stein
served as President of the Company. Since
1986, he has also been President of Edward
T. Stein Associates, Ltd., a privately held
financial services firm engaged in money
management, insurance and financial
planning located in Melville, New York, and
Prima Capital Management Corp., an
affiliated company. Mr. Stein obtained a
Bachelor of Science degree from Rider
University, where he majored in finance.
Mr. Stein devotes substantially all of his
time to the business of the Company.
2
Year First
Elected or
Nominees Age Appointed Principal Occupation
- --------------- --- ---------- -------------------------------------------
Andrew Left 30 1999 Andrew Left assumed the position of
President and Chief Executive Officer in
April 1999, and director in November 1999.
Mr. Left received a Bachelor of Arts degree
in political science from Northeastern
University in 1993. Since his graduation
from Northeastern University, Mr. Left
managed his family portfolio, specifically
in the stock market. During this time he
developed an expertise in Internet
companies and the Internet. Mr. Left
devotes substantially all of his business
time to the Company.
Kevin Nesis 31 1999 Kevin Nesis has been Secretary and a
director of the Company since November
1999. In addition to his positions with
the Company, since January 2000, Mr. Nesis
has been employed by Time Capital
Securities Corp., a privately held New York
corporation, where his duties included
financial services, estate and tax
planning. From April 1997 through January
2000, Mr. Nesis was employed by Edward T.
Stein Associates, Ltd., where his duties
included financial services, estate and tax
planning. From June 1996 through March
1997, Mr. Nesis was unemployed. Mr. Nesis
received a Bachelor of Arts degree from
Boston University in 1993 and a Juris
Doctor degree from New York Law School in
1996. He also holds a Series 7 and 63
license with the National Association of
Securities Dealers, Inc. He devotes
approximately 30% of his business time to
the business of the Company.
Directors are elected for one-year terms or until the next annual meeting
of shareholders and until their successors are duly elected and qualified.
There are no family relationships among the officers and directors. There
is no arrangement or understanding between the Company (or any of its directors
or officers) and any other person pursuant to which such person was or is to be
selected as a director or officer.
BOARD MEETINGS AND BOARD COMMITTEES
The Board of Directors held four (4) meetings during 2000, which were
attended by all of the Company's directors.
3
PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION
The Board of Directors of the Company has unanimously approved certain
amendments to the Articles of Incorporation of the Company. A copy of the
Amended Articles of Incorporation is attached as Exhibit "A" to this Proxy
Statement (the "Amended Articles"). The proposed amendments are as follows:
Name Change. The Amended Articles would change the name of the Company to
"Detour Media Group, Inc." The Board determined that the new name will better
represent the Company's expansion into the Internet and custom publishing in
addition to its publication of Detour Magazine.
Increase in Number of Authorized Shares. The Amended Articles would
increase the number of authorized shares of Common Stock from 25,000,000 shares
to 100,000,000 shares. The Board determined this was necessary because the
Company will need additional shares to raise more capital. As of February 20,
2001, the Company had 23,731,431 shares of Common Stock outstanding. The Company
also has outstanding 380,000 warrants which could require the issuance of up to
380,000 shares of Common Stock which, when added to the outstanding shares of
Common Stock, would near the 25,000,000 shares which are currently authorized
for issuance. Relevant to the issue of raising additional capital for the
Company, management has undertaken the following activities:
The Company commenced an offering of Convertible Debentures in December
2000. As of February 20, 2001, an aggregate of $160,000 has been subscribed in
this Offering.
In June, 2000, the Company issued a 5 year, 10% Convertible Debenture to
five investors for aggregate proceeds of $1,000,000. These Debentures also
contained warrants to purchase 250,000 shares of the Company's Common Stock at
exercise prices of $.515 per warrant for 125,000 of the warrants and $.5859 per
warrant for the remaining 125,000 warrants. The Debentures may be converted at
any time during a three year term at a conversion price equal to the lesser of
$.90 per share, or 80% of the average three lowest closing bid prices of the
Company's common stock during the 22 day trading period prior to conversion.
However, the subscribers in this Offering have agreed not to convert their
Debentures into shares of the Company's common stock unless and until the
proposed Amendment herein is adopted.
Management has recognized that, in order to allow the Company profitable
operations and implement new business strategy in areas related to the Internet
and custom publishing, it will be necessary for the Company to raise additional
equity capital of at least $2 million. Failure to obtain additional equity
capital into the Company will force management to reduce editorial expense,
which may affect the quality of the magazine, and abandon its new business
strategy. Alternatively, management may also reduce the number of copies
printed, which will result in a reduction in newsstand and advertising revenue.
If these methods are not successful, it is doubtful that the Company will be
able to survive and the Company will be forced to liquidate.
Each Common Share is entitled to one vote at all meetings of shareholders.
The holders of shares of the Company's Common Stock do not have any preemptive
rights to purchase any additional Common Shares. The Articles of Incorporation
of the Company prohibit cumulative voting in the election of directors. In the
event of liquidation, dissolution or winding up of the Company, holders of the
Common Shares would be entitled to receive, on a prorata basis, all assets of
the Company remaining after satisfaction of all liabilities of the Company.
4
REQUIRED VOTE
The approval of the Amended Articles of Incorporation requires the
affirmative vote of a majority of the issued and outstanding shares of the
Common Stock. An abstention will be counted toward the tabulation of votes cast
and will have the same effect as a vote against the proposal. A broker non-vote,
however, will not be treated as a vote cast for or against approval of the
proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR"
THE APPROVAL OF THE AMENDED AND RESTATED ARTICLES OF INCORPORATION.
PROPOSAL TO APPROVE INDEPENDENT PUBLIC ACCOUNTANTS
Subject to the approval of the shareholders, Grant Thornton LLP,
independent public accountants, was selected by the Board of Directors to serve
as independent public accountants of the Company for the fiscal year ending
December 31, 2001. Grant Thornton LLP audited the Company's financial statements
for the fiscal year ended December 31, 1999 and is currently engaged in auditing
the Company's financial statements for the fiscal year ended December 31, 2000.
On March 22, 2000, Marcum & Kliegman LLP, the Company's independent auditor
(the "Former Auditor") resigned. The Former Auditor's report on the Company's
financial statements for the year ended December 31, 1998, contained a "going
concern" qualification based on the net loss of the Company during 1998 and the
Company's working capital deficiency and stockholder's deficiency at December
31, 1998. During the Company's two most recent fiscal years and the period
commencing January 1, 2000, and ending March 22, 2000: (i) the Company had no
disagreements with the Former Auditor, whether or not resolved, on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which, if not resolved to the Former Auditor's satisfaction,
would have caused it to make reference to the subject matter of the disagreement
in connection with its report; and (ii) and the Former Auditor did not advise
the Company of any of the events requiring reporting under Item 304(a)(iv)(B) of
Regulation S-B.
Representatives of Grant Thornton LLP are expected to be present at the
Annual Meeting, and will be afforded the opportunity to make a statement if they
desire to do so, and will be available to respond to appropriate questions from
shareholders.
REQUIRED VOTE
The approval of Grant Thornton LLP as the Company's independent accountants
requires the affirmative vote of a majority of the issued and outstanding shares
of the Common Stock. An abstention will be counted toward the tabulation of
votes cast and will have the same effect as a vote against the proposal. A
broker non-vote, however, will not be treated as a vote cast for or against
approval of the proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR"
THE APPROVAL OF GRANT THORNTON LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANT.
5
OTHER INFORMATION
SIGNIFICANT EMPLOYEES
Barbara Zawlocki was appointed as Publisher of Detour Magazine in
December 1998. From 1993 to that date, Ms. Zawlocki was employed by the Company,
including positions as Group Advertising Director, Associate Publisher and
Advertising Director. Prior to joining the Company, Ms. Zawlocki had
approximately 13 years experience in the magazine publishing industry. Ms.
Zawlocki received a Bachelors of Arts degree in marketing from New York
University in 1980. She devotes substantially all of her business time to the
Company.
Juan Morales was appointed Editor-in-Chief of Detour Magazine in July 1999.
Mr. Morales began his employment with Detour in 1993 in the positions of staff
writer, assistant editor and his current position. Mr. Morales received a
Master's Degree in Film Studies in 1986 and a Bachelor of Arts degree in English
in 1984 from UCLA. He devotes substantially all of his business time to the
Company.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table reflects all forms of compensation for services to the
Company, for each of the Company's last three completed fiscal years, for
individuals serving as the Company's chief executive officer or acting in a
similar capacity during the last completed fiscal year, regardless of
compensation level, and the four most highly compensated executive officers of
the Company; provided, however, that no disclosure is provided for any executive
officer, other than the chief executive officer, whose total annual salary and
bonus, as so determined, does not exceed $100,000.
SUMMARY COMPENSATION TABLE
- ---------------------------------------------------------------------------------------------------------------
Annual Compensation Long Term Compensation
------------------------------------ ---------------------------------
Restated Securities All Other
Other Annual Stock Underlying LTIP Compen-
Name and Principal Salary Bonus Compensation Award(s) Options/SARs Pay-outs sation
Position Year ($) ($) ($) ($) (#) ($) ($)
- -------------------------- ----- ------- ------ ------------ --------- ------------ -------- ---------
Edward T. Stein, (1) 1997 $ 0 $ 0 $ 0 $ 0 0 $ 0 $ 0
President, Chairman 1998 $ 0 $ 0 $ 0 $ 0 0 $ 0 $ 0
of the Board & 1999 $ 0 $ 0 $ 0 $ 0 0 $ 0 $ 0
Director
Andrew Left (1) 1999 $ 0 $ 0 $ 0 $ 0 0 $ 0 $ 0
President & Director
Barbara Zawlocki, 1999 $60,000 $ 0 $247,166 (2) $ 0 0 $ 0 $ 0
Publisher
- ---------------------------------------------------------------------------------------------------------------
<FN>
(1) Mr. Stein resigned his position as President of the Company in April 1999
and was replaced by Mr. Left at that time.
</FN>
<FN>
(2) This compensation was in the form of commissions for ad sales, which were
paid to BZI Media Services, Inc., Ms. Zawlocki's company.
</FN>
Messrs. Stein and Left each received an annual salary of $150,000 during
the fiscal year ended December 31, 2000, and continuing thereafter. Ms. Zawlocki
receives a salary of $60,000, plus
6
commissions which are expected to exceed $100,000. No officer or director serves
pursuant to an employment agreement.
The Company reimburses officers and directors for out of pocket expenses
incurred by each of them in the performance of their relevant duties. The
Company reimbursed Mr. Stein, Chairman of the Company, in the amounts of
$113,884 and $84,074 for such expenses during the fiscal years ended December
31, 1998 and 1999, respectively, and Ms. Zawlocki in the amount of $37,944
during the fiscal year ended December 31, 1999.
The Company has no stock plan for employees, but may adopt one in the
future.
The directors of the Company do not presently receive any cash compensation
for their services as directors.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers, directors and persons who own more than 10% of the Company's Common
Stock to file reports of ownership and changes in ownership with the Securities
and Exchange Commission. All of the aforesaid persons are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file. During the fiscal year ended December 31, 1999, the Company experienced
changes in management. From a review of its available information, it appears
that Messrs. Left and Nesis did not file applicable Form 3's with the Commission
when they assumed their respective positions with the Company, but these reports
were filed late.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Edward T. Stein, the Company's majority stockholder, has tendered advances
to the Company for working capital purposes. At September 30, 2000, the advances
bore interest at 8% per annum and were payable on demand. In March 2000, Mr.
Stein agreed to reduce the annual interest rate to 8% from 12%, retroactive to
January 1, 2000, and modify the repayment terms. Under the new repayment terms,
the advances are repayable in monthly principal installments of $42,000
commencing January 1, 2001. However, the Company must use at least 25% of the
net proceeds of any financing received by the Company to repay the advances.
Further, all of the advances are due and payable in full at such time as the
Company has received equity financing of at least $10 million. At September 30,
2000, $2,585,721 of principal was outstanding and classified as short-term.
Accrued interest payable to Mr. Stein at September 30, 2000, totaled $711,744.
Interest expense on the advances was $239,410 for the nine months ended
September 30, 2000.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below lists the beneficial ownership of the Company's Common
Stock by each person known by the Company to be the beneficial owner of more
than 5% of such securities, as well as by all directors and officers of the
Company, as of February 18, 2001, the record date. Unless otherwise indicated,
each person listed possesses sole voting and investment power with respect to
the shares shown.
7
Amount and Nature of
Name and Address of Beneficial Owner Beneficial Ownership Percent of Class
- ------------------------------------ -------------------- ----------------
Edward T. Stein 7,316,829 30.8%
201 N. Service Rd.
Suite 100
Melville, NY 11747
Das Werk AG 1,000,000 4.2%
SchmidtstraBe 12
60326 Frankfurt am Maine
Federal Republic of Germany
Andrew Left 400,000 1.7%
7060 Hollywood Boulevard, Suite 1150
Los Angeles, CA 90038
Kevin Nesis 11,500 *
201 N. Service Rd., Suite 100
Melville, NY 11747
Koyah Leverage Partners L.P. 1,440,000 6.1%
601 W. Main Avenue
Spokane, WA 99201
All Officers and Directors 7,728,329 32.6%
as a Group (3 persons)
- ----------------------------
* Less than 1%
SHAREHOLDER PROPOSALS FOR 2002 ANNUAL MEETING
Any shareholder who intends to present a proposal at the next Annual
Meeting of Shareholders for inclusion in the Company's Proxy Statement and Proxy
form relating to such Annual Meeting must submit such proposal to the Company at
its principal executive offices by December 1, 2001.
SOLICITATION OF PROXIES
It is expected that the solicitation of proxies will be primarily by mail.
The cost of solicitation by management will be borne by the Company. The Company
will reimburse brokerage firms and other persons representing beneficial owners
of shares for their reasonable disbursements in forwarding solicitation material
to such beneficial owners. Proxies may also be solicited by certain of the
Company's directors and officers, without additional compensation, personally or
by mail, telephone, telegram or otherwise for the purpose of soliciting such
proxies.
8
DOCUMENTS INCORPORATED BY REFERENCE
THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB, WHICH WAS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON MAY 23, 2000, AND THE COMPANY'S FORM
10-QSB FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2000, WHICH WAS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 20, 2000, ARE HEREBY
INCORPORATED BY REFERENCE AS IF SET FORTH HEREIN. THESE DOCUMENTS WILL BE MADE
AVAILABLE TO SHAREHOLDERS WITHOUT CHARGE UPON WRITTEN REQUEST TO ANDREW LEFT,
PRESIDENT, 7060 HOLLYWOOD BLVD., SUITE 1150, LOS ANGELES, CALIFORNIA 90028.
ON BEHALF OF THE BOARD OF DIRECTORS
s/Edward T. Stein
Edward T. Stein
Chairman of the Board
Melville, New York
March 5, 2001
9
EXHIBIT "A"
PROPOSED AMENDMENTS
TO
ARTICLES OF INCORPORATION
OF
DETOUR MAGAZINE, INC.
That at a meeting of the Board of Directors of Detour Magazine, Inc.
resolutions were duly adopted setting forth a proposed amendment to the Articles
of Incorporation of said corporation, declaring said amendment to be advisable
and calling for the presentation of said amendment to the shareholders of said
corporation for consideration thereof. The resolution setting forth the proposed
amendment is as follows:
RESOLVED, that the Articles of Incorporation of this corporation
be amended by changing the Article thereof numbered "FIRST" so
that, as amended, said Article shall be and read as follows:
FIRST: The name of the Corporation (which is hereinafter
referred to as Corporation) is "DETOUR MEDIA GROUP, INC."
FURTHER RESOLVED, that the Articles of Incorporation of this
corporation be amended by changing the Article thereof numbered
"FOURTH" so that, as amended, said Article shall be read as
follows:
The amount of the total authorized capital stock of the
corporation shall be one hundred ten million
(110,000,000) shares divided into one hundred million
(100,000,000) shares of Common Stock, $.001 par value
each, and ten million (10,000,000) shares of Preferred
Stock, $0.01 par value and the designations, preferences,
limitations and relative rights of the shares of each
such class are as follows:
The balance of Article Fourth shall remain as previously stated.
PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
DETOUR MAGAZINE, INC.
The undersigned, a shareholder of Detour Magazine, Inc., a Colorado
corporation (the "Company"), hereby appoints Edward T. Stein and Kevin Nesis,
and each of them, the proxies of the undersigned, each with full power of
substitution, to attend, vote and act for the undersigned at the Annual Meeting
of Shareholders of the Company to be held on March 21, 2001, and any
adjournments thereof, to vote and represent all of the shares of the Company
which the undersigned would be entitled to vote if personally present, as
follows:
The Board of Directors recommends a WITH vote on Proposal ONE, and a FOR
vote on Proposals Two and Three.
1. ELECTION OF DIRECTORS, as provided in the Company's Proxy Statement.
|_| WITH |_| WITHOUT THE AUTHORITY TO VOTE FOR THE
NOMINEES LISTED BELOW
(INSTRUCTIONS: TO WITHHOLD AUTHORITY FOR A NOMINEE,
LINE THROUGH, OR OTHERWISE STRIKE OUT, THE NAME BELOW.)
Edward T. Stein Andrew Left Kevin Nesis
2. APPROVAL OF THE AMENDED ARTICLES OF INCORPORATION.
|_| FOR |_| AGAINST |_| ABSTAIN
3. APPROVAL OF GRANT THORNTON LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANT.
|_| FOR |_| AGAINST |_| ABSTAIN
The undersigned hereby revokes any other proxy to vote at such Meeting, and
hereby ratifies and confirms all that said proxy may lawfully do by virtue
hereof. With respect to such other business that may properly come before the
meeting and any adjournments thereof, said proxy is authorized to vote in
accordance with their best judgment.
This proxy will be voted in accordance with the instructions as set forth
above. THIS PROXY WILL BE CREATED AS A GRANT OF AUTHORITY TO VOTE FOR THE
ELECTION OF THE DIRECTORS NAMED ABOVE, TO ADOPT THE AMENDED ARTICLES OF
INCORPORATION, AND TO APPOINT GRANT THORNTON LLP AS THE COMPANY'S INDEPENDENT
ACCOUNTANT, AND AS SAID PROXY SHALL DEEM ADVISABLE ON SUCH OTHER BUSINESS AS MAY
COME BEFORE THE MEETING, UNLESS OTHERWISE DIRECTED.
IMPORTANT: Please sign name exactly as it appears on your
Certificate(s). When shares are held by joint tenants, both should
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please sign
in full corporate name by president or authorizing officer. If a
partnership, please sign in partnership name by authorized person.
SIGNATURE Date
------------------------------ ---------------------------------
SIGNATURE Date
------------------------------ ---------------------------------
Note: Please sign, date and return promptly in the enclosed envelope which
requires no postage if mailed in the United States.