SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT 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: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [X] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12 JAG MEDIA HOLDINGS, INC. --------------------------------------------------------------------------- (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: ------------------------------------------------------------- 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: ------------------------------------------------------------- JAG Media Holdings, Inc. For Immediate Release: - ---------------------- Contacts: Stephen J. Schoepfer, EVP & COO JAG Media Holdings, Inc. (888) 828-4174 steve@jagnotes.com - ------------------ JAG Media Holdings, Inc. Announces Filing of Definitive Proxy Statement with Proposal for "Custody Only" Trading Boca Raton, FL, January 3, 2003 - JAG Media Holdings, Inc. (OTCBB: JGMHA) announced today that it filed with the SEC a definitive proxy statement for its annual stockholders meeting. In addition to the normal proposals for the election of directors of the Company and appointment of the Company's auditors, the definitive proxy statement includes a non-binding proposal asking for its stockholders' views on "custody only" trading. Under "custody only" trading the company would implement a share transfer system which requires that any transfers of the company's stock be made only by delivery of physical stock certificates. Once received by the company's transfer agent, the certificates of the selling stockholder would be cancelled and a new certificate for the same number of shares would be issued in the buyer's name. Under such a system, no certificates would be issued in the name of Depository Trust Company, Cede & Co. or any other nominee. This arrangement is designed to protect the Company's stockholders against naked short selling of the Company's stock. The date of the annual meeting of stockholders is January 31, 2003 and the record date for the meeting is January 2, 2003. Stockholders should note that only record holders of JAG Media Class A common stock or JAG Media Series 1 Class B common stock, as of January 2, 2003, will be entitled to vote their shares. Mailing of the proxy to stockholders of record will commence next week. JAG Media Holdings, Inc. has filed a definitive proxy statement with the Securities and Exchange Commission. THE DEFINITIVE PROXY STATEMENT CONTAINS IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE PROPOSALS CONTAINED THEREIN. The definitive proxy statement will be made available to all stockholders of record of JAG Media Holdings, Inc. at no expense to them. The definitive proxy statement will also be available for free at the SEC's website at www.sec.gov. 2 Certain officers and directors of JAG Media Holdings, Inc. may be considered participants in the solicitation. Please see the definitive proxy statement on file with the SEC for a description of the interests of these individuals in the solicitation. About JAG Media Holdings, Inc. - ------------------------------ JAG Media Holdings, Inc. is a provider of Internet-based equities research and financial information that offers its subscribers a variety of stock market research, news, commentary and analysis, including "JAG Notes", the Company's flagship early morning consolidated research product. The Company also offers, through its wholly-owned subsidiary, JAG Company Voice LLC, its "Company Voice" service which provides publicly traded companies with production services and distribution for their corporate messages in streaming video/audio format. The Company's websites are located at www.jagnotes.com and www.thecompanyvoice.com. ### 3