Stylesite Marketing Inc – ‘DEFS14A’ for 10/19/99

On:  Wednesday, 10/6/99   ·   For:  10/19/99   ·   Accession #:  889812-99-2921   ·   File #:  0-22432

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Definitive Proxy Solicitation Material — Special Meeting   —   Schedule 14A
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Document/Exhibit                   Description                      Pages   Size 

 1: DEFS14A     Notice of Special Meeting and Proxy Statement         12     52K 

Document Table of Contents

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SCHEDULE 14A INFORMATION  

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE  
SECURITIES EXCHANGE ACT OF 1934 
(AMENDMENT NO. 1)   

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))                                                            
/X/ Definitive Proxy Statement                                                  
/ / Definitive Additional Materials                                             
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12               

STYLESITE MARKETING, 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)(1) 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:                                                         

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[LOGO]  

NASDAQ (STLE)   

PROXY STATEMENT   

OCTOBER 4, 1999     

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STYLESITE MARKETING, INC. 
414 ALFRED AVENUE 
TEANECK, NEW JERSEY 07666 

----------------------------------------------------------------- 
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS 
----------------------------------------------------------------- 

                                                        [Enlarge/Download Table]
                                                                                                       
TIME               10:00 a.m., EST, on  October 19, 1999                                               

PLACE              Parker, Duryee, Rosoff & Haft                                                       
                   529 Fifth Avenue                                                                    
                   New York, New York                                                                  

ITEMS OF BUSINESS  o  To approve a 1-for-13 reverse common stock split                                 
                   o  To approve the issuance and sale of more than 19.9% of the outstanding shares of 
                      our common stock on the date of sale, as required by Nasdaq rules                
                   o  To approve an amendment to our certificate of incorporation to increase the      
                      authorized number of shares of common stock from 50,000,000 to 80,000,000        
                   o  To transact such other business as may properly come before the meeting          

RECORD DATE        Holders of voting shares of record at the close of business, September 17, 1999, are
                   entitled to vote at the meeting.                                                    

PROXY VOTING       It is important that your shares be represented and voted at the meeting. Please    
                   mark, sign, date and promptly return the enclosed proxy card in the postage-paid    
                   envelope furnished for that purpose. You may revoke your proxy in the manner        
                   described in the accompanying proxy statement at any time prior to the meeting.     

OCTOBER 4, 1999    WARREN H. GOLDEN                                                                    
                   President and Chief Executive Officer                                               

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TABLE OF CONTENTS 

                                                        [Enlarge/Download Table]

                                                                                                            PAGE
                                                                                                                
PROXY STATEMENT............................................................................................   1 
  Special Meeting .........................................................................................   1 
  Proxies..................................................................................................   1 
  Stockholders Entitled to Vote............................................................................   1 
  Required Vote............................................................................................   1 
  Cost of Proxy Solicitation...............................................................................   2 
  Dissenter's Rights.......................................................................................   2 
  Section 16(a) Beneficial Ownership Reporting Compliance..................................................   2 

PROPOSALS..................................................................................................   2 
  Proposal to Approve a 1-for-13 Reverse Common Stock Split................................................   2 
  Proposal to Approve the Issuance and Sale of More Than 19.9% of the Outstanding Shares of our Common          
     Stock on the Date of Sale, as Required by Nasdaq Rules................................................   4 
  Proposal to Approve an Amendment to our Certificate of Incorporation to Increase the Authorized               
     Number of shares of Common Stock from 50,000,000 to 80,000,000........................................     

OTHER MATTERS..............................................................................................   5 
  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.....................     
  Availability of Principal Accountants at Special Meeting.................................................     
  Stockholder Proposals....................................................................................   5 
  Forms 10-K and 10-Qs Filed with the Securities and Exchange Commission...................................   5 
  Financial Statements.....................................................................................     

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PROXY STATEMENT 

SPECIAL MEETING                                                                 

These proxy materials are being furnished in connection with the      
solicitation by our Board of Directors of proxies to be voted at a Special      
Meeting of Stockholders and at any meeting following adjournment thereof.       

The Special Meeting will be held on October 19, 1999, beginning at    
10:00 a.m., EST, at the Law Offices of Parker, Duryee, Rosoff & Haft, 529 Fifth 
Avenue, New York, New York.                                                     

This Proxy Statement and accompanying forms of proxy and voting       
instructions are being mailed on or about October 4, 1999 to holders of our     
voting shares on the record date, which is September 17, 1999.                  

PROXIES                                                                         

     Your vote is important. Because many stockholders can not personally attend
the Special Meeting, it is necessary that a large number be represented by      
proxy. Stockholders of record may vote their shares by marking, signing, dating 
and mailing their proxies in the postage-paid envelope provided. Proxies may be 
revoked at any time before they are exercised by written notice to our          
Secretary, by timely delivery of a properly executed, later-dated proxy or by   
voting by ballot at the Special Meeting.                                        

  All shares entitled to vote and represented by properly executed proxies
received prior to the Special Meeting and not revoked will be voted at the      
Special Meeting in accordance with the instructions indicated in those proxies. 
IF NO INSTRUCTIONS ARE INDICATED ON A PROPERLY EXECUTED PROXY, THE SHARES       
REPRESENTED BY THE PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS.

If any other matters are properly presented at the Special Meeting for
consideration, including, among other things, consideration of a motion to      
adjourn the Special Meeting to another time or place, the persons named in the  
enclosed form of proxy will have discretion to vote on those matters according  
to the best judgment to the same extent as the person signing the proxy would be
entitled to vote. At this date this proxy statement went to press, we did not   
anticipate that any other matters would be raised at the Special Meeting.       

STOCKHOLDERS ENTITLED TO VOTE                                                   

Holders of record of our voting shares at the close of business on    
September 17, 1999, the record date, are entitled to notice of and to vote at   
the Special Meeting. On October 4, 1999, there were 17,046,414 shares of        
common stock outstanding. There were also issued and outstanding Series B and C 
Preferred Stock which have aggregate voting rights equal to 3,500,285 shares of 
common stock. The common stock and the Series B and C Preferred Stock are       
referred to as the voting shares. Each voting share is entitled to one vote on  
each matter properly brought before the Special Meeting.                        

A list of stockholders entitled to vote at the Special Meeting will be
available at the Special Meeting on October 19, 1999, and for 10 days prior     
to the Special Meeting, between the hours of 9:00 a.m. and 4:00 p.m. at the     
office of the transfer agent, North American Transfer Company, at 147 West      
Merrick Road, Freeport, New York 11520.                                         

REQUIRED VOTE                                                                   

  The presence, in person or by proxy, of the holders of a majority of the
voting shares entitled to be cast by stockholders entitled to vote generally at 
the Special Meeting is necessary to constitute a quorum. Abstentions and broker 
"non-votes" are counted as present and entitled to vote for purposes of         
determining a quorum. A broker "non-vote" occurs when a nominee holding shares  
for a beneficial owner does not vote on a particular proposal because the       
nominee does not have discretionary voting power with respect to that item and  
has not received instructions from the beneficial owner.                        

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  The affirmative vote by the holders of the majority of the voting shares
outstanding as of the record date is required to approve:                       

o a 1-for-13 reverse common stock split, and                          

   o an increase in the number of our authorized shares of common stock from
50,000,000 to 80,000,000.                                         

  The affirmative vote by the holders of the majority of the voting shares
present in person or represented by proxy is required to                        

o approve the issuance and sale of more than 19.9% of our outstanding 
shares of our common stock on the date of sale, as required by    
Nasdaq rules.                                                     

Abstentions and broker "non-votes" will have the same effect as a vote
against any proposal.                                                           

COST OF PROXY SOLICITATION                                                      

     We will pay for the cost of soliciting proxies. Proxies may be solicited by
our directors or executive officers in person or by telephone, facsimile or     
electronic transmission. We have not engaged a third party proxy solicitor.     

     In accordance with rules of the SEC, we will also reimburse brokerage firms
and other custodians, nominees and fiduciaries for their expenses incurred in   
sending proxies and proxy materials to beneficial owners of voting shares.      

DISSENTER'S RIGHTS                                                              

    Under Delaware law, stockholders are not entitled to dissenter's rights of
appraisal with respect to any of the proposals in this proxy.                   

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE                         

  Based on our records and other information, we believe that no officers,
directors, beneficial owner of more than ten percent of any class of our equity 
securities registered pursuant to Section 12 of the Securities Exchange Act of  
1934, as amended, or any other person subject to Section 16 of the Exchange Act 
with respect to StyleSite, failed to file on a timely basis reports required by 
Section 16(a) of the Exchange Act during the most recent fiscal year, which     
ended September 30, 1998.                                                       

PROPOSALS 
PROPOSAL NUMBER 1 
PROPOSAL TO APPROVE A 1-FOR-13 REVERSE COMMON STOCK SPLIT   

   On July 27, 1999, our stockholders approved a 1-for-6 reverse stock split
of the issued and outstanding shares of our common stock. Our Board of Directors
subsequently abandoned the 1-for-6 reverse split as a result of a recent further
decrease in the price of our common stock. On September 17, 1999, the Board of  
Directors approved an amendment to our Certificate of Incorporation to effect a 
1-for-13 reverse stock split of the issued and outstanding shares of our  common
stock. The amendment will increase the par value of our common stock to $0.0013 
from $0.0005 but will not change the number of authorized shares of our common  
stock.                                                                          

    Our Board of Directors has granted management the authority to increase or
decrease the size of the reverse split of our common stock at the Special       
Meeting so that the size of the reverse split multiplied by our common stock    
price would be approximately $5.00.  If management makes such determination to  
change the reverse split to other than a 1-for-13 reverse split, management is  
authorized and obligated to submit the change for the approval by our           
stockholders at the Special Meeting.  Management, however, may not propose a    
reverse split greater than 1-for-17 without approval by our Chairman.           

    The proposed amendment would amend the first paragraph of Article 4 of our
Certificate of Incorporation to read as follows:                                

        "4. Authorized Capital.  The aggregate number of shares of which the
Corporation shall have authority to issue is 51,000,000, consisting of
 (i) 50,000,000 shares of common stock, par value $0.0013 per share (the
 "Common Stock") and (ii) 1,000,000 shares of preferred stock, par value
    $0.01 per share (the "Preferred Stock"). All shares shall, when issued, be
     issued as fully paid and nonassessable shares and the holders thereof shall
not be liable for any further payment in respect thereof.             

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 "Simultaneously with the effective date of the filing of this
     amendment to the Corporation's Certificate of Incorporation (the "Effective
 Date"), each share of common stock, par value $0.0001 per share, of the
   Corporation issued and outstanding or held as treasury shares immediately
  prior to the Effective Date (the "Old Common Stock") shall automatically
   and without any action on the part of the holder thereof, be reclassified
and changed into one-thirteenth of a share of common stock, par value 
$0.0013 per share, which the Corporation shall be authorized to issue 
    immediately subsequent to the Effective Date (the "New Common Stock"), and
any fractional interests resulting from such reclassification will be 
rounded up to the nearest whole share. Each holder of a certificate or
certificates which immediately prior to the Effective Date represented
     outstanding shares of Old Common Stock (the "Old Certificates") shall, from
     and after the Effective Date, be entitled to receive upon surrender of such
  Old Certificates to the Corporation's transfer agent for cancellation, a
certificate or certificates (the "New Certificates") representing the 
shares of New Common Stock into which the shares of Old Common Stock  
formerly represented by such Old Certificates so surrendered are      
reclassified under the terms hereof."                                 

EFFECTS OF THE REVERSE SPLIT                                                    

 If the reverse split is approved by our stockholders, the reverse split
will become effective on the date the proposed amendment is filed with the      
Delaware Secretary of State. We anticipate filing the amendment immediately     
prior to an underwritten public offering of our common stock or such earlier    
date that our Board shall choose. Our Board also may abandon the reverse split  
at any time prior to filing the amendment.                                      

The reverse split will have the effects set forth in the proposed     
amendment. All outstanding shares of old common stock will, without any action  
on the part of the holders, be deemed to represent shares of new common stock as
reclassified to effect the reverse split and accordingly do no need to be       
replaced. Consequently, it will not be necessary to submit old certificates for 
exchange. If the reverse split is approved, old certificates will be deemed to  
represent that number of shares of new common stock into which such shares of   
old common stock are reclassified. Upon the sale or transfer of shares of old   
common stock, new certificates will be issued by our transfer agent.            

  The shares of new common stock into which the shares of old common stock
are reclassified and changed on the effective date will be fully paid and       
nonassessable.                                                                  

  If the reverse split is effected, we will have outstanding approximately
1,311,263 million shares of new common stock, replacing approximately           
17,046,414 million shares of old common stock. Consummation of the reverse      
split will not alter the number of authorized shares of our capital stock, which
will remain at 50,000,000 shares of common stock and 1,000,000 shares of        
preferred stock. However, if Proposal 3 is approved, our authorized common stock
will be increased to 80,000,000 shares.  Other than the rounding up of          
fractional interests, the reverse split will not alter any stockholder's        
proportionate ownership interest in StyleSite.                                  

    Our stockholder's equity does not change as a result of the reverse split.
Our aggregate stated capital will not change because, although one-thirteenth as
many shares of common stock will be issued, the par value of each share of      
common stock after the reverse split will be increased by thirteen times the    
pre-reverse split amount.                                                       

  With the possible exception of the additional shares (which should be de
minimis) received by stockholders in the rounding up process to avoid fractional
shares, we believe that the reverse split will result in no gain or loss or     
realization of taxable income to holders of our common stock under existing     
United States Federal income tax laws, and that the tax basis and holding period
of the old common stock will carry over to the new common stock.                

In accordance with the terms of our stock option plans and outstanding
warrants and non-plan options, appropriate adjustments will be made in the      
number of shares of common stock reserved for issuance and in the exercise price
of outstanding warrants and options. The number of shares of common stock       
reserved for issuance pursuant to outstanding warrants and options will be      
divided by thirteen and the exercise price per share will be multiplied by      
thirteen.                                                                       

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PURPOSES OF THE PROPOSED REVERSE SPLIT                                          

The Board of Directors approved the amendment to our Certificate of   
Incorporation to effect the reverse split                                       

o to promote the effective marketability of our common stock; and     

o to ensure the continued inclusion of our common stock on Nasdaq.    

    We believe that the low price per share of our common stock diminishes the
effective marketability of such stock because of the reluctance of many         
brokerage firms to recommend lower-priced stocks to their clients. Additionally,
the policies and practices of a number of brokerage firms tend to discourage    
individual brokers within those firms from dealing in lower-priced stocks. Some 
of such policies and practices pertain to the payment of brokers' commissions   
and to time consuming procedures that operate to make the handling of           
lower-priced stocks unattractive to brokers from an economic perspective. The   
foregoing factors adversely affect the liquidity of our common stock.           

We are hopeful that the decrease in the number of shares of our common
stock outstanding as a consequence of the proposed reverse split, and the       
anticipated corresponding increased price per share, will promote greater       
liquidity for our stockholders with respect to those shares held by them.       

     Our common stock price has recently been trading below $1.00 per share. The
Nasdaq Stock Market, where our common stock is traded, requires that, to        
maintain continued listing on Nasdaq, the stock price may not trade below $1.00 
for a certain period of time. We believe that it would be prudent to effectuate 
a reverse stock split to avoid the possibility of violating this Nasdaq rule.   

We can not predict, however, whether the proposed reverse split will  
achieve any of these desired results, nor can we predict that                   

  o the price per share of our common stock immediately after the proposed
 reverse split will increase proportionately with the reverse split,

o any increase can be sustained for any period of time, or            

   o the market price of our common stock will exceed or remain in excess of
current market prices.                                            

    In addition, the reverse split may have the effect of creating odd lots of
stock for some shareholders and such odd lots may be more difficult to sell or  
have higher brokerage commissions associated with the sale of such odd lots.    

   THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE 1-FOR-13
REVERSE COMMON STOCK SPLIT. PROXIES SOLICITED BY THE BOARD WILL BE VOTED FOR    
THIS PROPOSAL UNLESS YOU SPECIFY OTHERWISE.                                     

PROPOSAL NUMBER 2 
PROPOSAL TO APPROVE THE ISSUANCE AND SALE OF MORE THAN 19.9% OF THE     
OUTSTANDING SHARES OF OUR COMMON STOCK ON THE DATE OF SALE, AS REQUIRED BY    
NASDAQ RULES                    

    Nasdaq rules require us to obtain shareholder approval for the issuance of
securities involving the sale of more than 19.9% of our common stock at less    
than fair market value. Nasdaq may delist the securities of any issuer that     
fails to obtain such stockholder approval concerning the issuance of such       
shares.                                                                         

 In September 1999, we agreed to issue, subject to shareholder approval,
10,950,000 and 17,550,000 shares of our common stock to Robert Rubin and The    
Rubin Family Irrevocable Stock Trust, respectively, which shares were valued at 
approximately $0.16 per share when our stock price was 5/16.                    

In September 1999, to provide us with necessary availability under out
credit facility with First Source Financial LLP, Mr. Rubin and the Trust        
transferred to First Source certain pledged assets to pay down approximately $5 
million of our asset based loan facility. Mr. Rubin transferred to First Source 
a $1 million certificate of deposit and marketable securities worth             
approximately $825,000. The certificate of deposit and                          

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securities were pledged to First Source in May 1999. The Trust transferred to   
First Source 900,000 shares of Tadeo Holdings, Inc. common stock worth          
approximately $2.925 million. The Tadeo common stock was pledged by the Trust in
July and August 1999 so that we could obtain an additional $2 million of        
availability under the revolving loan.                                          

   Additionally, in September 1999 we agreed to sell, subject to shareholder
approval, 6 million shares of our common stock to Mr. Rubin for $1 million and  
600,000 shares of common stock to Jay M. Kaplowitz at a purchase price of       
$100,000, for the purpose of achieving compliance under certain covenants in the
First Source loan facility, including repayment of advances by First Source in  
excess of the availability under the revolving loan.                            

We believe that the above transactions are beneficial to us and our   
shareholders for the following reasons:                                         

         o increase the availability under the First Source loan facility; and

        o decrease in liabilities resulting in an increase in our net worth.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE  
ISSUANCE AND SALE OF IN EXCESS OF 19.9% OF THE OUTSTANDING SHARES OF OUR COMMON 
STOCK BELOW MARKET VALUE, AS REQUIRED BY NASDAQ RULES. PROXIES SOLICITED BY THE 
BOARD WILL BE VOTED FOR THIS PROPOSAL UNLESS YOU SPECIFY OTHERWISE.             

 PROPOSAL NUMBER 3

AMENDMENT OF CERTIFICATE OF INCORPORATION   

TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF

COMMON STOCK

       Our Board of Directors has adopted resolutions proposing an amendment
to our Certificate of Incorporation which would amend the first paragraph of    
Article 4 of our Certificate of Incorporation to increase the authorized number 
of shares of common stock, $.0001 par value, to 80,000,000 shares from the      
50,000,000 shares currently authorized. There are currently 17,046,414 shares of
common stock outstanding, and outstanding Series B and C Preferred Stock which  
have aggregate voting rights equal to 3,500,285 shares of common stock.         

     The Board believes that it is advisable to authorize for issuance a
sufficient number of shares of common stock in order for us to issue shares of  
common stock to Mr. Rubin in accordance with Proposal Number 2 and upon the     
exercise of outstanding options, warrants, and other existing rights to purchase
common stock. In particular, we presently do not have sufficient authorized     
shares to accommodate the shares to be issued to Mr. Rubin in accordance with   
Proposal Number 2. In addition, the Board believes that it is desirable to have 
the additional shares available to enable us to take advantage of favorable     
financing opportunities, if any, that may arise in the future. The Board        
believes that the availability of such shares for issuance in the future will   
give us greater flexibility (with respect to the purpose of such issuance and   
the nature of any consideration that may be received therefor) and permit such  
shares to be issued without the expense and delay of holding a stockholders     
meeting. The shares would be available for issuance by the Board without further
stockholder authorization, except as may be required by law or by the rules of  
Nasdaq (or any other national quotation system or stock exchange on which the   
shares of common stock may then be listed). The issuance of any additional      
shares of common stock may result in a dilution of the voting power of the      
holders of outstanding shares of common stock and their equity interest in us.  

      Although not intended as an anti-takeover device, issuing additional
shares of the common stock could impede a non-negotiated acquisition of us by   
diluting the ownership interests of a substantial stockholder, increasing the   
total amount of consideration necessary for a person to obtain control of us, or
increasing the voting power of friendly third-parties.                          

  The Board of Directors recommends a vote FOR the approval of the
amendment to the Certificate of Incorporation to increase the number of shares  
of authorized common stock. Proxies solicited by the Board will be voted FOR    
this proposal unless you specify otherwise.                                     

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OTHER MATTERS 

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL       
DISCLOSURE                                                                      

    On July 15, 1998, we appointed BDO Seidman, LLP, of New York, New York, as
our principal independent certified public accountants for the fiscal year      
ending September 30, 1998 to replace Feldman Sherb Horowitz & Co., P.C.,        
formerly Feldman Sherb Ehrlich & Co., P.C., who were dismissed as our principal 
certified public accountants effective with such appointment. The appointment   
was approved by our Board of Directors. Feldman Sherb Horowitz has and will     
continue to perform certain accounting services for us.                         

  During the two most recent fiscal years ended September 30, 1997 and the
interim period preceding July 15, 1998, there have been no disagreements with   
Feldman Sherb Horowitz on any matter of accounting principles or practices,     
financial statement disclosure or auditing scope or procedure or any other      
reportable events. Feldman Sherb Horowitz's reports on our consolidated         
financial statements for the two fiscal years ended September 30, 1997 contained
no adverse opinion or disclaimer of opinion and was not qualified or modified as
to uncertainty, audit scope or accounting principles.                           

AVAILABILITY OF PRINCIPAL ACCOUNTANTS AT SPECIAL MEETING                        

A representative of BDO Seidman, LLP will be present at the Special   
Meeting. Such representative will have the opportunity to make a statement if   
he desires to do so and will be available to respond to appropriate questions   
at the meeting.                                                                 

STOCKHOLDER PROPOSALS                                                           

   Proposals from our stockholders that are intended to be presented by such
stockholders at our next Annual Meeting must be received by us no later than    
April 1, 2000 in order that such proposals be considered for inclusion in the   
proxy statement relating to that Annual Meeting.                                

FORMS 10-K AND 10-Q'S FILED WITH THE SECURITIES AND EXCHANGE COMMISSION         

   Copies of our annual report on Form 10-K for the year ended September 30,
1998, and our quarterly reports on Form 10-Q for the quarters ended             
December 31, 1998, March 31, 1999 and June 30, 1999, as filed with the          
Securities and Exchange Commission and any amendments thereto, are available to 
stockholders free of charge by writing to:                                      

StyleSite Marketing, Inc.                                     
414 Alfred Avenue                                             
Teaneck, New Jersey 07666                                     

FINANCIAL STATEMENTS                                                            

 Our audited consolidated financial statements for the fiscal year ended
September 30, 1998 and unaudited consolidated financial statements for the six  
months ended March 31, 1999 and the related Management's Discussion and Analysis
of Financial Condition and Results of Operations are included in our Annual     
Report accompanying this Proxy Statement and are incorporated herein by         
reference. Our unaudited consolidated financial statements for the nine months  
ended June 30, 1999 and the related Management's Discussion and Analysis of     
Financial Condition and Results of Operations are included in our 1999 third    
quarter Form 10-Q/A-1 accompanying this Proxy Statement and is incorporated     
herein by reference.                                                            

                                      By Order of the Board of Directors

                    Warren H. Golden
                                         President and Chief Executive Officer

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STYLESITE MARKETING, INC.   
 PROXY FOR SPECIAL MEETING OF STOCKHOLDERS
OCTOBER 19, 1999
 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

       The undersigned hereby appoints WARREN H. GOLDEN, attorney and proxy,
with power of substitution and revocation, to vote, as designated below, all    
voting shares of StyleSite Marketing, Inc. which the undersigned is             
entitled to vote, with all powers which the undersigned would possess if        
personally present, at the Special Meeting of Stockholders (including all       
adjournments thereof) of StyleSite Marketing, Inc. to be held on                
October 19, 1999 at 10:00 a.m., EST, at Parker, Duryee, Rosoff & Haft, 529 Fifth
Avenue, New York, New York.                                                     

1.  APPROVAL of an amendment to our Certificate of Incorporation to effect a    
1-for-13 reverse split of our common stock.                             
/ /  FOR              / /  AGAINST         / /  ABSTAIN         

2.  APPROVAL of the issuance and sale of more than 19.9% of the outstanding     
    shares of our common stock on the date of sale, as required by Nasdaq rules.
/ /  FOR              / /  AGAINST         / /  ABSTAIN         

3.  APPROVAL of an amendment to our Certificate of Incorporation to increase    
the authorized number of shares of common stock from 50,000,000 to      
80,000,000.                                                             
/ /  FOR              / /  AGAINST         / /  ABSTAIN         

                                   (continued, and to be signed on reverse side)

DEFS14A
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This proxy, when properly executed, will be voted in the manner directed herein 
by the undersigned holder of voting shares. If no direction is given, this proxy
will be voted FOR each of the proposals and in the discretion of said proxy on  
any other matter which may come before the meeting or any adjournments thereof. 

                                       Dated:                       , 1999
                                       -----------------------

                                       -----------------------------------
                                 Signature

                                       -----------------------------------
                                    Signature, if held jointly

                                     NOTE: When voting shares are held
                                       by joint tenants, both should sign.
                                       When signing as attorney, executor,
                                      administrator, trustee, custodian,
                                  guardian or corporate officer,
                                  please give your full title as
                                       such. If a corporation, please sign
                                     full corporate name by authorized
                                     officer. If a partnership, please
                               sign in partnership name by
                      authorized person.

PLEASE FILL IN, DATE, SIGN AND RETURN THE PROXY CARD
 PROMPTLY USING THE ENCLOSED ENVELOPE.

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEFS14A’ Filing		Date		First		Last			Other Filings
		4/1/00		10
For Period End:		10/19/99		3		11
Filed on:		10/6/99							10-Q/A
		10/4/99		2		5
		9/17/99		3		6
		7/27/99		6					8-K
		6/30/99		10					10-Q,  10-Q/A
		3/31/99		10					10-Q,  NT 10-Q
		12/31/98		10					10-Q,  NT 10-K,  NT 10-Q
		9/30/98		6		10			10-K,  NT 10-K
		7/15/98		10					8-K
		9/30/97		10					10KSB40,  10KSB40/A,  NT 10-K
									List all Filings