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
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NEXT GENERATION MEDIA CORP.
(Name of Registrant as Specified In Its Charter)
DIONIS COMPANY, LLC
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
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Title of Each Class of Securities Aggregate Number of Price Proposed
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Transaction Applies(1) Aggregate
Value(3) Total Fee (5)
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$ $
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Contact:
Dionis Company, LLC
60 Capper Court
Redwood City, CA 94061
(650) 363-2506
DEMAND FOR ANNUAL STOCKHOLDERS MEETING
MADE TO NEXT GENERATION MEDIA CORP. MANAGEMENT
Redwood City, California, August 11, 2003 -- Dionis Company, LLC
announced today that it had delivered a letter to Darryl Reed, President and
Phillip Trigg, Secretary of Next Generation Media Corp. (the "Corporation"),
demanding that the Corporation set and hold the annual meeting of stockholders
required by law for the election of directors. No annual stockholders meeting
has been held by the Corporation for a number of years. The letter was copied
to Leon Zajdel, Melissa Held, and Fernando Mathov, members of the Board of
Directors of the Corporation. A copy of the letter is attached to this press
release.
Dionis Company, LLC has retained one of the largest law firms in the
United States to advise Dionis in these matters.
Dionis is a Delaware limited liability company located at 60 Capper Court,
Redwood City, California 94061.
This press release is provided for informational purposes only and is neither
an offer to purchase nor a solicitation of an offer to sell, or a solicitation
of proxies with respect to the voting of, shares of Next Generation Media Corp.
There can be no assurance that the demand for an annual stockholders meeting or
other actions described in this press release or the attached letter or
otherwise will be agreed to or undertaken by the management of Next Generation
Media Corp. Next Generation Media Corp. would be required to file with the SEC
a proxy statement in connection with the annual stockholders meeting that would
be mailed to Next Generation Media Corp. stockholders. The proxy statement
would be required to contain important information about Next Generation Media
Corp., United Marketing Solutions, Inc., the nomination and election of
directors of Next Generation Media Corp., any proposed transactions, and
related matters. In such case investors and security holders would be urged to
read the proxy statement if and when it became available because it would
contain important information.
Investors and security holders would be able to obtain free copies of any proxy
statement, if any, through the web site maintained by the U.S. Securities and
Exchange Commission at http://www.sec.gov. In addition to any proxy statement,
Next Generation Media Corp. is required to file annual, quarterly, and special
reports, proxy statements, and other information with the Securities and
Exchange Commission. You may read and copy any reports, statements, and other
information filed by Next Generation Media Corp. at the SEC public reference
rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the Commission's
other public reference rooms in New York, New York, and Chicago, Illinois.
Please call the Commission at 800/SEC-0330 for further information on public
reference rooms. Next Generation Media Corp.'s filings with the Commission are
also available to the public from commercial document-retrieval services and
the web site maintained by the Commission at http://www.sec.gov. The proxy
statement and these other documents may also be obtained for free from the
corporation.
The text of the August 11, 2003 letter follows:
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August 11, 2003
Mr. Darryl Reed, President and Director
Mr. Phillip Trigg, Secretary
Next Generation Media Corporation
7644 Dynatech Court
Springfield, Virginia 22153
RE: DEMAND FOR HOLDING OF ANNUAL STOCKHOLDERS
MEETING OF NEXT GENERATION MEDIA CORPORATION
Gentlemen:
Dionis Company, LLC is a stockholder of Next Generation Media Corporation (the
"Company").
Based on public filings and other available information, it is our
understanding that the Company has not held an annual meeting of its
stockholders since at least 1999 if not earlier. As such the stockholders
have not had the opportunity to vote for the directors of the Company for a
number of years.
Section 3.01 of the Bylaws of the Company specifically requires that the
stockholders of the Company "shall hold" annual meetings for the purpose of
electing directors and for other proper business. The Bylaws also specifically
state that the Board of Directors shall set the time, date and place for the
annual meeting. The failure to hold such meetings clearly violates the terms
of the Bylaws, and in our view is materially inconsistent with the best
interests of the Company and its stockholders.
Nevada law also mandates that the Company hold annual stockholder meetings.
NRS 78.330(1). Among other remedies, Nevada law specifically grants the
Nevada district court the jurisdiction to order the election of directors when
management refuses to hold the stockholders meetings, upon the application of
at least 15 percent of the voting stock of the Company. NRS 78.345.
As a stockholder of the Company, we therefore demand that the Board of
Directors immediately set a date, time and place for an annual meeting of the
stockholders of the Company for the purpose of electing directors. In this
regard, we believe that all of the directors of the Company must stand for
election at that meeting.
We further request a copy of the statement of the Company setting out the name
of the custodian of the stock ledger or duplicate stock ledger of the Company,
and the present and complete post office address, including street and number,
if any, where the stock ledger or duplicate stock ledger is kept, pursuant to
NRS 78.105(5).
Sincerely,
DIONIS COMPANY LLC
By: ___________________________
Jeffrey M. Stevens
Chief Executive Officer
Cc: Mr. Leon Zajdel, Director, Next Generation Media Corporation
Ms. Melissa Held, Director, Next Generation Media Corporation
Mr. Fernando Mathov, Director, Next Generation Media Corporation