UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
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[ ] Preliminary Proxy Statement
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Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
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JAG MEDIA HOLDINGS, 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)
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CONTACT:
Stephen J. Schoepfer, President & COO
JAG Media Holdings, Inc.
(888) 828-4174
steve@jagnotes.com
JAG MEDIA HOLDINGS, INC. ANNOUNCES
FILING OF PRELIMINARY PROXY STATEMENT
PROXY STATEMENT CONTAINS PROPOSAL TO REMOVE "CUSTODY ONLY" TRADING
BOCA RATON, FL, DECEMBER 27, 2004 - JAG Media Holdings, Inc. (OTC PINK SHEETS:
JAGH) announced today that it has filed a Preliminary Proxy Statement in
connection with its annual meeting of its stockholders, which, in addition to
including routine proposals for the election of directors and auditors for the
current fiscal year, also includes a proposal to remove "custody only" trading.
At the Annual Meeting, the stockholders of the Company will be asked to consider
and vote upon an amendment and restatement of Article Fourth of the Company's
Articles of Incorporation, which, if approved, will remove "custody only"
trading of the shares of the Company's common stock in order to allow its
transfer agent to comply with the recent adoption by the Securities and Exchange
Commission (the "SEC") of Rule 17Ad-20 under the Securities Act of 1934, as
amended (the "Act").
Rule 17Ad-20 under the Act, which will become effective on March 7, 2005,
prohibits registered transfer agents from effecting any transfer of any equity
security registered under Section 12 or any equity security that subjects an
issuer to reporting under Section 15(d) of the Act if such security is subject
to any restriction or prohibition on transfer to or from a securities
intermediary, such as clearing agencies, banks, or broker-dealers. Under this
new SEC rule, our transfer agent will not be permitted to effect transfers of
our shares of common stock so long as shares of our common stock are subject to
"custody only" trading. Given the size of our Company and the trading volume in
our securities, we do not believe it would be practical for us to serve as our
own transfer agent. Even if we were able to act as our own transfer agent, Rule
17Ad-20 might still prohibit us from effecting transfers while our shares are
subject to "custody only" trading. If the stockholders approve the Amended and
Restated Articles, the Board of Directors will amend the Company's bylaws to
remove the provisions relating to "custody only" trading. The Board of Directors
unanimously recommends that stockholders approve the Amended and Restated
Articles, which would remove the provisions relating to "custody only" trading
of the shares of common stock.
January 7, 2005 has been set as the "record date" for the annual meeting.
Accordingly, in order to be eligible to vote for the proposals at the annual
meeting, you must be a registered holder of the Company's common stock as of the
record date. Stockholders are reminded that any shares of Class A common stock
and/or Series 1 Class B common stock that have not been exchanged for the
Company's new common stock as of the record date will not be eligible to vote at
the annual meeting. Accordingly, it is recommended that holders of Class A
common stock and/or Series 1 Class B common stock exchange such shares for the
new common stock prior to the January 7, 2005 record date. There are
approximately 2,390,518 shares of Class A common stock and 341,083 shares of
Series 1 Class B common stock currently outstanding, which would not be eligible
to vote at the annual meeting unless they are exchanged for the Company's new
common stock prior to the "record date." In addition, approximately 147,777
shares of old JagNotes.com Inc. common stock, which were not exchanged pursuant
to the Company's first recapitalization, remain outstanding and are, likewise,
not eligible to vote at the annual meeting unless they are exchanged for the
Company's new common stock prior to the "record date."
Since Internet voting will be available to stockholders for the annual meeting,
the Company urges all stockholders to avail themselves of Internet voting in
order to expedite and streamline the voting process. Instructions regarding
Internet voting will be contained in the proxy materials that will be
distributed to the record stockholders.
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. Through the Company's
wholly-owned subsidiary TComm (UK) Limited, the Company also provides various
video streaming software solutions for organizations and individuals. The
Company's websites are located at www.jagnotes.com, www.tcomm.co.uk and
www.tcomm.tv.
Safe Harbor Statement - Certain statements made herein that are not historical
are forward-looking within the meaning of the Private Securities Litigation
Reform Act of 1995 and may contain forward-looking statements, with words such
as "Anticipate, "believe," "expect," "future," "may," "will," "should," "plan,"
"projected," "intend," and similar expressions to identify forward-looking
statements. These statements are based on the Company's beliefs and the
assumptions it made using information currently available to it. Because these
statements reflect the Company's current views concerning future events, these
statements involve risks, uncertainties and assumptions. The actual results
could differ materially from the results discussed in the forward-looking
statements. In any event, undue reliance should not be placed on any
forward-looking statements, which apply only as of the date of this press
release. Accordingly, reference should be made to the Company's periodic filings
with the Securities and Exchange Commission.
Investors should read the proxy statement filed with the Commission because it
contains important information. Investors can obtain the documents for free at
the Commission's website (www.sec.gov) or from the Company. The Company and
certain of its directors and officers may be deemed to be participants in the
solicitation of proxies for the annual meeting. Information about the directors
and executive officers of the Company and their respective interests in the
proposals is available in the proxy statement.
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