Here is the re-post of the Nov 10 2017 Shareholder Sponsored Request letter for your sticky- thanks:
November 10, 2017
Letter to Box Ships Board of Directors
Board of Directors
Box Ships – TEUFF
15 Karamanli Ave, GR 16673
Dear Board of Directors of TEUFF Box Ships :
Statement of Common Shareholder Issues that need to be resolved:
I. Anti-fiduciary Acts against Box Ships common shareholders Needs to Stop
1) The BOD and CEO, Michael Bodouroglou has failed to work in the best interests of their shareholders. Instead, they have worked in the best interests of themselves and their privately held affiliate entities. The CEO and BOD own close to half a dozen or more private companies and thru self dealings with all of them skimmed the bottom line of Box Ships from charging millions of fees ie (setup fees, commissions, management fees, activation fees, arbitrage interest fees, transfers of ships Box Voyager and Box Trader to Allseas chartering them and then sales of those ships without re-investing the funds back into TEUFF.
2) The BOD of Box Ships, the CEO’s affiliates have failed to pay off its debt to Box Ships. What this suggests is that Box Ships could have been paid all their receivables due from the CEO’s private entities which could have saved over 100 million plus in common share dilutions , un-needed reverse splits and other death spiral financings at severe detriment to the common shareholders.
3) The January 2017 ( 50 to 1) reverse split was authorized for the sole purpose of up-listing back to the main exchanges but were used for pre-dilution purposes instead and not for its intended purposes in violation of SEC regulations.
4) The duty of loyalty requires directors to always put the interests of its common stockholders and the company above their own personal interests. Directors cannot engage in self-dealing and must avoid any conflict between their duty to the common shareholder and the company over their own personal self-interests. As part of this duty of loyalty, directors must act with utmost honesty and cannot take advantage of their position as a director or engage in any secret transactions that benefit themselves at the expense of the common shareholder and over the company. A breach or violation of this duty typically occurs where directors self-deal to their own benefit and to the detriment of the common shareholders and the company. Recent un-needed reverse splits and share dilutions and death spiral financings and preferred to common share dilutive conversions and ship ownership transfers to the CEO and BOD’s affiliate entities have validated these anti-fiduciary acts and there are audit trail documents that substantiate these violations and self-dealings with the BOD, CEO and its affiliate entities being on both sides of these same transactions benefitting themselves at severe detriment to the common shareholder and the company.
II. Restoration of Equity Value to the Common Shareholders
The common shareholders demand a restoration of the value of TEUFF. After years of raiding, looting and transfer of wealth from TEUFF to Allseas , Neige International Inc etc. and other affiliates of the BOD and CEO; its time the BOD and CEO and their affiliates return the assets taken from Box Ships and for the BOD and management and use them to re-invest in the future of BOX Ships. The BOD and CEO needs to start infusing capital into TEUFF and unlock the value of BOX Ships again.
There can be no more dilutions, no more reverse splits , no more toxic financings that serve a purpose of only destroying equity values and prevents a legitimatization of a valid recapitalization plan where the investor community will consider putting additional capital into this company.
Its time for the CEO and BOD to do what we paid you to do since the IPO of BOX in 2010 and that is to serve the common shareholders that own TEUFF and not Allseas and Neige International Inc’s interests.
Start infusing much need capital from your own pockets, from Allseas from Neige International Inc. etc. - the time is right to unlock the future value of TEUFF. The CEO and BOD needs to start buying the shares of TEUFF, use the funds it took from the sales of Box Voyager and Box Trader ( $23 million dollars ) and use them to finance the capital purchase or capital lease purchases of new ships , start signing more ship management services contracts that it had signed and moved to Allseas when they could have been providing revenue streams for TEUFF instead. Stop doing these unlawful, unlegal methods of looting the spoils of TEUFF into Allseas and Neige International Inc. and other anti-fiduciary acts to skim cash from the common shareholder thru serial dilutions whenever management can.
We are paying you to unlock the value of TEUFF and not do it with reverse splits and equity damaging dilutions. Pay off the receivables owed to TEUFF and use it to lease or buy ships for TEUFF to expand its top-line revenues.
Your current and past actions have shown you have not even wanted to re-invest in the future of Box Ships – but just to scam cash off the common shareholders thru dilutions instead and to protect Neige International Inc’s investment stake in the Preferred shares which are non-convertible to common and cannot be converted to common shares without common shareholder approval at its annual shareholders meeting and yet one such conversion note had be executed. The previous three preferred note conversions were also in violation of SEC regulations and corporate bylaws since available cash held at the CEO’s private affiliates owed BOX Ships were available at the time.
We demand actions now to unlock the value of TEUFF. BOX CEO and BOD needs to do the opposite of what they have been doing and the equity value of TEUFF will increase a thousand fold.
We need a response, its been over a year and half since the CEO of Box Ships had issued a letter to the common shareholders promising the restoration of our common equity values and the opposite has occurred instead.
Conclusion and Actions Requested
The company has regularly, intentionally, willfully, and with malice and intent to harm the common shareholder and the company thru methods including death spiral financings and ship sales proceeds transfers to the CEO’s private affiliates to squeeze the net worth from Box Ships and the common shareholders to the BOD and CEO’s affiliated entities.
We request the above issues be resolved and actions taken immediately to restore common equity values as follows:
1) Use the sales proceeds of $23 million from Box Trader and Box Voyager to finance or lease new ships for TEUFF and issue a special dividend to existing common shareholders of no less then 10 cents a share.
2) BOX management and the BOD needs to start buying significant amounts of TEUFF shares to indicate that they are fully invested in TEUFF and not only the preferred shares stake owned by the CEO’s private affiliate Neige International Inc.
3) Stop all preferred shares conversions to common shares – they are non-convertible preferred shares and require common shareholder approvals.
4) Pay off the $2.7 million in outstanding receivables that Allseas owes BOX ships or issue a special 10 cent per share dividend to the common shareholder instead.
5) Work with China Ship Builders to finance the capital lease purchase of new ships for TEUFF to resume significant ship chartering services, top line revenues and EBITA.
6) Use only standard bank financing to re-build the business until the share price of TEUFF meets main exchange requirements prior to issuing new equity.
7) Toxic financings, preferred share conversions, share dilutions and reverse stock splits cannot be issued or used without common shareholder approvals during its annual shareholder meetings and must therefore stop immediately.
8) Corporate Governance of TEUFF needs to include outside Board of Director members to assure common shareholders are represented by non-related parties. The current BOD is conflicted with 100% private affiliate ownership interests.
9) Re-Incorporate in the United States to not avoid United States law jurisdictions that exist in Marshall Islands.
So that what is just and proper is Served,
Stephen M. Chu Major Common Shareholder of Box Ships
