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That's an excellent question. It is all explained in the trial brief along with sources to the specific case law and everything.
When I have a break today I'll be sending them over to bachata to post up for everyone to read on the drop box.
Cristian did mentioned that the company was considering a number of options for a contingency lawyer in the t-mobile case. There was also mention of authorizing an additional 200 million shares as a source of raising funds. Completing the financials, resolving the SEC compliance issues and resolving the tax filing issues were also mentioned by Kyle.
Pretty much all of these things were suggested at the Shareholder Forum or presented after the shareholder meeting in December during the Q and A time.
Dave also mentioned during his testimony that there were other options included becoming a non-reporting company and other ways around the SEC reporting requirement for a shareholders meeting that he proposed to both the company and the company's legal counsel on multiple occasions in the past and he provided email evidence supporting his claim. The judge congratulated Dave for his knowledge of the SEC reporting exception that would allow us to have a shareholder meeting to elect directors without being in compliance with SEC reporting requirements. The judge said only 4 or 5 people outside of the state of Delaware were aware of this exception.
I don't think it is fair to insinuate that - at least not in my experience. Neither Cristian or Kyle had any problem with the companies I chose for the copying or the transport. I had both Dave, the shipping company, and Kyle participate in a chain of custody for the transport of the documents so there was no complaining after the fact about the companies that were chosen. I also have quite a few emails confirming the choices by all parties.
All of this extra static after the fact is from other people trying to create more problems - which is precisely why I was so careful with how I involved myself in the copying effort.
If I send you these trial briefs, can you post them on your dropbox account?
Dave Williams testified on multiple occasions about his frustrations with dumping hundreds of thousands of dollars into the company over the past few years - each time at the 11th hour before yet another funding opportunity to save the company from one thing or the other.
I don't believe Dave stated specifically how many times this occurred, but the trial briefs spell it out pretty well.
While Cristian was testifying, the judge asked him point blank what his plan to move the company forward was going to be. Cristian indicated at this time that a large shareholder had approached him at the shareholder meeting in Texas and expressed an interest in investing several million dollars into the company. No evidence was presented in court in the form of a signed note or letter to this effect. For what it is worth, I confirmed with my contact who attended the Texas meeting that such a shareholder indeed was at the meeting and I confirmed with my own research that he is incredibly wealthy.
Back in the copying days I made it very clear what company I had selected, what the competing prices were and welcomed everyone on this message board to comment. Everyone agreed that it was important to have the documents scanned, indexed, and bates numbered.
If you recall, the primary issue that was impacting the cost was finding a company that was in close proximity to the documents location (Dave's Office) that would transport the documents to and from their facility without charging us a bunch of extra cost. Because Dave already had done business with this company in the past and trusted them to handle the documents properly (one of his primary complaints), choosing them was a diplomatic decision as well and would result in getting them copied quicker. The company that was chosen had an excellent reputation and references.
It sure is easy for you to come up with static on the issues after the fact, but I don't recall you reaching out to me with other companies to consider and providing me their contact information so that I could evaluate them.
Did you even contribute to the copying effort?
I have obtained copies of the redacted trial briefs for the public that were logged with the court yesterday. I will read them tomorrow while everyone else watches the superbowl. I think these will answer most of the questions about what was presented and discussed and I'd rather make them available to shareholders than piece together my brain dumps and endure pointless accusations from people who weren't even there.
Considering these documents were logged with the court and designed to be consumed by the public, I don't think there will be any issues with everyone seeing them.
What you said was not correct. I have or had a working relationship with all of the members of the board. There wasn't anything particularly unique or special about my working relationship with Dave.
Both Kyle and Dave were given a copy of the post-meeting video from the shareholder forum and were given my express permission to release if either one of them felt it was neccisary. I did not release it for reasons that I've already stated on this message board. In short, I beleived all of the directors that were present behaved poorly after the meeting and I felt that it did not reflect well of the company.
The copying of the company records was handled above reproached and reported exhaustively to the shareholders on this forum. The records were copied by a company in Fresno due to cost reasons. Dave happened to have referred them because he had used them previously and indicated they did good work, however they had an excellent reputation on their own. If you recall I got competing estimates from other firms and they were by far the most reasonable. All of this was also reported on this message board by me personally.
You forget that Kyle chose the company to do the transport. I also checked with three other companies and they came in the lowest. Yet you are not on here accusing her of splitting the money that was paid for the document transport.
These are legitimate businesses and I have copies of the bill of laiding and invoices.
Your accusations aren't founded and won't stick.
If your employer was holding your passport hostage in a foreign country that is not friendly to Americans for an extended period of time and sent you on a wild goose chase to get it back after you quit because they were screwing you around and you weren't able to do your job and then stuffed a gun in your face and threw you into prison when you demanded answers from an official what would you have done?
And it isn't like over here where there is an official police record and charges and you have a lawyer and it is all a formal process.
What frustrates me is that I know you've probably had a chance to read Dave Williams deposition because it was in the joint exibits and you know exactly what happened yet you chose to villify him on this issue to the public while witholding details that would allow the average shareholder to make an assessment - all the while you accuse other folks of doing the same thing.
I don't buy it and nobody else does either.
Dave and I have a working relationship as evidenced by the way I was able to handle getting the documents copied and delivered and I beleive that he trusts me to do the right thing.
I also had a working relationship with Kyle and Cristian as evidenced by my involvment with redoing the company website.
I wouldn't characterize any of this interaction as a special relationship. I can't speak as to what Dave would or would not said in this instance if other people had been in the court room.
Nope he was allowed to stay as well. He stated that he hadn't posted here on ihub before and had only been doing research about the company for two days. During most of the important testimony he was distracted by reading his notes and flipping through documents he had brought with him and asking me unrelated questions. This is not an affront against him, but he just didn't know what was important to tune in on. Nice enough guy in general though - really tried to wrap his head around everything.
Thank you for understanding and respecting my decision. If you'd have been there it would have made sense.
The testimony started immediately and aside of some very precise breaks, it was solid testimony and questioning until 4:50. There was an incredible amount of information discussed and presented and both lawyers could have easily used an entire extra day if the judge had given them the opportunity. If the judge had to clear the court room and allow people back in even 3 or 4 different times, it would have cut into the time and been a problem.
Both lawyers to the best of their ability also tried to keep me in the court room which I appreciated. The judge from what I understand also favors a public court room. Two people being present to hear something and the entire google-indexed internet community are two different things and I have chosen to respect that difference until the judge has released the transcripts.
The judge was notified of my association with this forum relating to the segment regarding Dave's posting.
At the end of the day it is my concience and I'd rather not create more problems for the company on this point.
The lawyers and the judge decided that I could stay in the court room. Dave Williams also gave his permission as well during the course of his testimony when his posting on ihub was discussed. Not sure what else to say really on the topic.
I think if there would have been more people in the court room it may have been handled differently. I have been in contact with all four directors for the better part of a year so perhaps me being there was a special case.
You pretty much hit the nail on the head. There was a good 30 minutes of testimony about what constituded a "material event". Both Dave and Cristian testified on the stand about what was and was not discussed in board meetings. The issue ended with the judge asking Cristian some very direct questions about what Cristian felt were "material" events.
Drago still gets the foreign patents - many of which are still in the application phase. We still have exclusive rights to the US patent. He still gets 28% of the t-mobile settlement minus expenses and the judgement Drago had against Calypso has been vacated.
Until I see what gets redacted by the judge in the official transcripts, I can't say anything else without putting the company into an awkward position with the confidentiality portion of the settlement and Drago's lawyers.
Both Calypso's lawyers and the judge discussed having Lance, myself and the other shareholder leave the court room on a number of occassions due to the fact that some of the testimony surrounding a personal issue with Cristian, Dave Williams posting on iHub and the settlement may be classified as confidential.
Now Lance was a witness so it was just me and another shareholder that hadn't signed confidentiality documents. In the interest of keeping things moving and not having to pause testimony and move us in and out of the courtroom, we proceeded. The Judge favored an open court room and at the end of the day, this information may be available in the transcripts. I appreciated that I was able to stay despite.
Yes I have a day job and no I haven't transcribed my notes yet. Most of my free time has been spent communicating with shareholders.
No, just me and another guy from NJ who said he had a small holding.
Yes i am a regular shareholder just like you but since my identity is known by all, I am not in the same boat and since I have been under agreement with the company in the past, and would like to continue to assist the company in the future, my actions and comments are scrutinized to a much higher degree.
It is true that what was discussed in court is a matter of public record, however, I was permitted to remain in the court room during certain parts of the testimony with the understanding that they would remain confidential. I have spoken to Calypso's attorneys yesterday about whether or not I can share details about the settlement that where testified about in court. The challenge is that these details were marked confidential in the settlement. Now if the judge chooses to NOT redact these details in the official transcript, then surely everyone has a right to see them. But if the judge does choose to redact the testimony surrounding the settlement, and I choose to share it publicly on this board, I could create a legal situation for the company with drago's lawyers.
At the end of the day, the settlement has been signed and dismissed and we are bound to it. No changes to the composition of the board are going to change that fact.
Now that probably upsets a lot of folks - me included. But after two days of thinking about it and speaking with attorneys, that is the decision I have made.
I will be securing an official transcript and will be the first one to let everyone know the details if they haven't been redacted by the judge.
To be fair, what exactly happened with Ed was not discussed in testimony aside of the fact that he punched an old guy in the face and was in the appeal process. The reason was not presented.
I have spoken to Ed about this incident directly when I had heard about it a few months ago and Ed had indicated that he was defending himself after having been backed up against the wall. I am not sure if the guy was homeless or a street person as you say.
I am not ignoring requests to comment on the settlement differences. I have not had time to transcribe my notes yet from digital recording and to be honest, most of the details that were discussed were Mr. Yoder reading off portions of the agreement and asking Cristian if they were in the original proposal. He was not speaking into the microphone and was monotone so I didn't get as many details as I'd liked. The court recorder had to ask him to repeat himself a number of times.
Two out of three of these arrests were discussed as I mentioned previously. Dave testified that one occurred in Saudi Arabia when he was in his twenties and the other in south america around the same time. Dave mentioned that a law enforcement officer or military person (don't recall specifically) had pushed a sub machine gun into his chest and he pushed it out of the way and was arrested. Dave testified that something similar had occurred in south america but didn't provide details. No specific details were shared as to why Dave was in these countries and the third arrest was not testified about from what I recall.
Yes there was an entire line of testimony from both Dave and Cristian surrounding the baxter patents, how exactly they were obtained, paid for, and transferred. The satellite patent was also mentioned.
Correction- the record had not been expunged at the time of the trial. Cristian testified that it was going to be expunged, and made a joke about how long it was taking.
I am in the process of requesting the court documents and police report surrounding the incident.
So even after the expungement occurs (and it is not automatic, it is a separate process through the court that must be applied for), the arrest record would be removed and his name would be redacted from the police report. The incident report detailing the circumstances of the arrest that was drafted by the officers handling the arrest is still public record as well as the court documents surrounding the proceedings.
For the record, nothing was discussed about the man being homeless in court, nor that his teeth were knocked out, nor that Walsh spent a lot of money on Dentists. None of this was mentioned in court.
If I left anyone else out, I welcome TODW to comment since he stated that he was also there.
The following people were in the courtroom:
Dave Williams and his lawyer Mr. Yoder
Ed Walsh
Calypso's primary lawyer
Calypso's secondary lawyer
Cristian Turrini
Kyle Pierce
Carlo di Colloredo-Mels
Two women that I didn't recognize that were sitting to the right of Kyle.
Lance LaBauve (witness for Calypso)
A minority shareholder who came in after lunch
The court staff and judge
Myself
Lance was the other attendee I initially mentioned and he was called as a witness in the last few minutes of the trial.
It is tough to say. If he wasn't chained down and had a good team - I think he might. I am sure he has all sorts of options lined up with the contacts that he has.
Nobody likes to work with a group of folks who are unable to collaborate - and that is a two way street.
Being associated with Calypso is a really tough career move under present conditions - across the board.
I personally hope that he chooses to stay.
I think it will all hinge on what the judge decides in a few weeks.
Look folks... let me be very clear about the hearing yesterday. Both sides aired just about every piece of dirty laundry in an attempt to discredit each other for the better part of 6 hours.
I sat in the back of the court room and did my very best to soak up as much as possible and then dump it onto digital recording when I got out of the court room. And to the very best of my ability, I will give an accurate account of what I observed. BUT at the end of the day, there is a transcript and it will be available in roughly a month and at that point any shareholder can request a copy just like any shareholder could have shown up yesterday for the trial.
There are folks on this message board and folks in the company that have tried to sway my opinions one way or another. Folks who have tried very hard to malign my motives or throw me into one camp or another. The fact of the matter is that while everyone bickers about, my investment and the investment of my fellow shareholders is dwindling down to NOTHING!!!
Now some folks would say that is Dave's fault because he is fighting everyone. Others would say that the officers are creating all of the problems because of their decisions.
The problem with both of these perspectives is that BOTH of them are incomplete. I've interacted with just about everyone associated with this company at one point or another in the last year or so and I cannot ignore the wholesale effort to point fingers and waste time. I can't even begin to count the hundreds of hours I've spent personally trying to get to the bottom of this.
I personally believe that there is some misrepresentation of the past, some stealing, some slander, some harassment, some abuse, some threats, some dishonesty, some fraud, some negligence, some stupidity, some ignorance, some pride, some arrogance, some contempt, some hatred, some loathing, some manipulation, some gossip.
I could go on and on...
I do believe that this judge will see through all of it and come up with the best solution to our situation and whatever it is, I hope that I can support it.
I am not giving a one-sided story. As I mentioned previously and will re-iterate for the benefit of everyone. My posts this evening were responses to questions from other posters. I have not had a chance to review my notes from the hearing today and forumulate points for everyone to easily digest. I will be providing additional details as time permits.
Yes it is true that Dave Williams was arrested at least two times, one in saudi arabia for grabbing the sub-machine gun of an officer who pushed it in his chest and another time in south america for a similar event - both in his early to mid twenties and completely un-related to Calypso in any way which he testified about today. And yes Ed Walsh was recently convicted for punching an old man and is currently appealing that action. However Dave testified that the difference between Ed and Cristian is that Ed came to him and provided all the details of his situation, where Cristian did not and when confronted about it, Cristian lied and denied ever being arrested and then changed his story several times. An exibit was presented to the court to this effect.
Yes Dave admitted to posting on iHub in the last few years and was not completely honest about this to other directors and individuals. However we also learned today that other insiders have apparently been posting confidential board communciation on iHub as well although Kyle, Cristian and Ed all denied that they have done so directly.
Dave also stated in his testimony that the company should consider suing Buchalter Nemer and Storm if malpractice had occured and had made it clear that this was his intention in various forms of communication presented to the court.
Look... if you are going to put the facts out there - put them out there. You left out some very important context. You scold me for giving a one sided story (which isn't true) and then turn around and do the same thing that you are accusing me of.
This is too much. I am going to bed.
I guess that is all the questions for tonight. I will respond as time permits some more over the next few days after I have a chance to transcribe my brain dumps from after the hearing.
For those posters that are interested specifically in Turinni's explanation of his felony arrest:
In his testimony, Cristian stated that he had been shopping at bloomingdales and purchased a number of items with his mother's credit card that he paid for and were placed into a bag. Upon leaving the store, he stated that he accidently picked up his bag and another bag with three items in it. These three items totaled over $250 hence the felony charge. He stated that the prosecutor was not interested in prosecuting the matter and recommended a special program that would result in the case being dismissed and expunged.
Both sides valued the patent between 100 million and over a billion with Dave clearly exagerating by saying it was worth a zillion.
I beleive it was Kyle who mentioned that the company has in the neighborhood of $5,000 in cash.
No other assets were mentioned aside of the patent.
Cristian did mention in his testimony when talking specifically to the judge that an investor is interested in loaning the company several million dollars to move things forward.
I don't recall if there was a mention as to how much debt the company has in total. I do recall there being 120,000 or so as a result of a case that was recently settled, 400k roughly that is owed to Dave Williams, 35k to Kyle's family, and a few hundred thousand owed to various lawyers. There may have been other amounts mentioned but I don't recall specifically.
Suprisingly, not much was said about the vote itself. The count was verified and that was it. There was a minute or so of testimony pertaining to who was authorized to count the vote. I am assumming this was all that was needed for the court to rule one way or another.
Yes this was discussed. Dave made this exact point when he was on the stand and attempted to illustrate how the officers tried to only appoint friends and family. There was some discussion about Rohan Russell and David Namchung (sp?) and which canidates were qualified. There was also discussion about the california action and the apointment of a provisional director. The nominating committee was discussed and testified about in this context as well and Dave commented specifically about the provision in the governing documents requiring that the committee vet canidates.
There was no discussion about Carlo di Collorado, who was present, or his relationship to Desmond.
The judge will probably take two weeks and maybe even three. After sitting through an entire days worth of testimony, I have no idea how the judge may rule on this. A great deal of information was put forth to digest.
The terms of the settlement were discussed in part. The settlement has been provided to both Ed Walsh and Dave Williams and both commented on portions that they felt were "materially different" than the origional proposal. Cristian held in his testimony that all of these differences were not material and were discussed in prior board meetings. This notion was strongly opposed by both Ed and Dave and evidence was presented in cross-examination that was of specific note to the judge as he asked Cristian several questions directly.
Drago gets 28% of the t-mobile judgement, rights to the patent in the rest of the world (Except USA) and vacating the 170 million or so judgement he had against the company.
I am not sure if I can share any other specific details about what was contested as "material differences" although Mr. Yoder (Dave's lawyer) was careful to read out the differences so that they'd be part of the court record and available on the transcript. I will have to check on this specifically.
There does not appear to be a deal on the table with T-mobile - at least nothing was discussed in the trial to the affirmative. Cristian and Kyle both told the judge that forward motion is definately needed with this trial. Kyle mentioned that finding a contigency lawyer has been particularly difficult with all the pending litigation. Cristian also said that it would be easier to find one now that a settlement is signed.
Kyle was asked specifically about the delaware lawyer referenced previously and she said that she didn't know who it was and hasn't had a chance to look through her phone records yet.
Turrini did admit to getting arrested in Florida and charged with a felony count for grand larceny. His side of the story was that he accidently picked up someone else's bag and said he didn't have the money to fight it so it was easier to go through the special program to have prosecution drop the charges. Dave spoke about this directly, Cristian spoke about this and Ed also spoke about it in context to his role on the comittees.
Kathy Daic was barely mentioned at all, except briefly in a clause in the settlement agreement with Drago.
The BOD committees were subject of much debate and Dave provided emails with the signatures authorizing their formation as well as Kyle's acknowledgment that she was apointed to them. Arguments were also presented about the functioning of the committees and various exibits were provided where they were discussed and referred to in internal communications.
So much was discussed in cross examination, I can't say either way if there were contradictions pointed out or not. I was concentrating very hard to remember as much as possible. Rather than mis-speak, I will have to skip that question.
I was initially expecting a ruling on the validity of the vote as well, but it became very clear the moment that the trial started that both sides were interested in airing ALOT of dirty laundry in as little time as possible. There were three joint exibit folders, each roughly 4 inches thick, with hundreds of emails, court documents, depositions, filings, transcripts. Both sides made heavy use of them throughout the hearing.
I did get the feeling that this judge is a really sharp guy and he had little patience for non-sense, lawfare, or witnesses not being straight forward with their answers. I suspect that he needed the extra two weeks to wade through all of the exibits, carefully review the case and come up with an appropriate action. The judge exibited a lot of wisdom and a clear understanding of deleware law, corporate governance and business. His questions to the witnesses and lawyers were spot on. I personally trust that this judge will make a good decision regardless of the outcome.
The Judge throughout the course of the trial asked a number of questions surrounding the value of our assets, weighing pending litigation, the amount of cash on hand and the amount of debt we have. The final remarks also surrounded the subject of receivership, which does still appear to be a possibility. Both sides attempted to demonstrate that the patent does have value and that the company may be able to function properly if the underlying issues are resolved.
Lance Lebeau provided a two sentence overview of what he does and described his experience very briefly. He was asked to provide an opinion of Dave Williams and state whether or not he would serve the company if Dave was still on the board. Lance was reasonable and diplomatic in his response and thanked Dave for having saved the company in the past and for having been effective "in a time of war". He said however that Dave's style of relating was not as effective "in a time of peace".
It was very clear to everyone in the courtroom that this Judge meant business. Everything was very cut and dry in terms of court room procedure and we got started right at 9:30 with Dave taking the stand. The judge seemed like he was very much accustomed to dealing with these kind of cases and had little patience for drama in the court room. No one was dissrespectful, yelled, raised their voice or caused a scene - on either side. For a bunch of folks that supposedly hate each other, you wouldn't have guessed it from today's hearing. There was some eye rolling and a few loud sighs, but as far as out bursts go or courtroom nonsense - there was none of it.
So I was there when the lawyers read Dave William's threatening emails, curse words and all, out loud right there in the court room. The Judge said he was no stranger to fowl language and it wouldn't offend him. And he didn't seem at all offended when they were read. Dave affirmed that he said all of those things and wasn't phased by the fact that they were being read outloud. In several instances he responded with additional information and clarified the context in which his emails were written.
Both Kyle and Ed also testified on the stand regarding Dave's fowl language. Ed to the effect that he wasn't phased by it and Kyle to the effect that it was troubling. Nothing that wasn't already known from the shareholder forum though.
I will answer all of these questions when I get home - and whatever anyone else comes up with.