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I believe you are right as far as the reported contractual obligation goes. But again, we can't pay that at the moment.
And yes, we might be able to guess what we want to do as shareholders if we were only given the relevant facts by management.
It is a little more complicated than that, but yes - that is a very probable outcome if the company continues to refuse to file the settlement.
My guess is that it will be filed if the vote goes the way management wants it to go. It will not be filed if it does not. I don't believe it will not be filed because anyone will stop it form being filed. It will just be sour grapes.
Post 52044 does a good job of explaining it in general. The specifics of the Texas Court I have not researched.
Turrini is costing you money, you just aren't currently paying him. I am sure his back-pay at this point is in the tens of millions of dollars, at least according to him. He would be laid off and would only be paid as a member of the board. I am not sure this is functionally possible but I would like to look into some manner of operations that would reduce future debt obligations to a minimum.
I would do everything results based. Contingency attorney and commissioned sales staff.
I am talking about the 24 million shares that we should get back assuming what Turrini said in the PR was correct and all prior agreements between the company and Diac are void.
I agree with most of it. I agree that, unless there is something in the deal with Diac, some poison pill added in that we know we cannot fulfill, then we let it be and move forward. We differ only on the idea on deals with small companies. I see that as a luxury at the moment. We don't have any money to be going through all the work involved in doing those deals. I would concentrate on T-Mobile with a contingency attorney. Close down all other operations except what is required to monitor the case, keep up the books, and work the SEC issues. T-Mobile may take a year, maybe two, but once that is done we will either have funding or have a worthless patent.
I would be open to looking at small deals or at least pitching them as long as payment to the people doing the pitching is based on results. Sorry, but we are in so deep now that, unless we actually get those shares and money back we have nothing to work with and need to go into a financially induced coma until T-Mobile comes through.
As for the four adults, I see that as not so much being an issue of acting like adults but acting like a group of people who have an obligation to act in the best interest of the shareholder and not in their own best interest.
The issue of the $117M default judgment against the company and the 2008 settlement is too complicated to get into here. Why we never simply applied the law to the case (which was based on an attempt to enforce an illegal contract) or that we never appealed the value of the judgment down to something commiserate with the value of a couple of phone calls I will never know. Have to ask Turrini, he was our in-house legal counsel at that time ... or, maybe that explains everything.
With the way things played out it is easy to see how some posters here believe that Turrini was working for Diac (or at least, more concerned with how Turrini would benefit by the way things worked out) instead of working for the company during that period.
As far as what will happen with the current case?... I think what will happen with our failure to file with the court by the date specified has been clearly covered by others.
I find it interesting that there are a lot of posters here that feel that Dave has to go because of his alleged hatred for Diac. They claim that he will destroy the company before negotiate with him.
Yet these same people have such a deep hatred for Dave that they will let the company implode due to management's apparent incompetence with the California actions that caused us to lose B&N, the forum that was an utter disaster as far as share price goes, the screwed up shareholder ballets that are a fraud on their face - it is perfectly acceptable for management to screw everything up rather than negotiate with Dave. It demonstrates the hypocrisy.
This special meeting is a waste of time and money. If management cannot see it now they will be told it by the court. At some point management is going to want to talk. You might want to try that before you destroy the remaining shareholder value or you have all been removed from the company.
I think you are right about three and four - they were corrections in accuracy demanded by the importance of the message. Not like the vague statement that that Christian put out that all prior agreements with Diac are void yet somehow it appears Diac gets to keep things that were given to him as part of prior agreements while we don't get the benefits of those agreements. Some people care that the shareholders get accurate information and others think we are mushrooms.
Sorry for the long delay, sometime real life calls.
It disappeared twice. Then everything from the company disappeared. Then it was back in the morning. It could have been a glitch but it seemed a lot of management groupies, like Sosa, had knowledge of which e-mail address originally sent in the PRs. I can only surmise that he got that from management after they contacted the web site to demand that the PR was pulled down. Sosa and Vinsu seem to have a lot of inside information.
yeah, it is speculation, but I think my logic is solid.
I find it interesting that within minutes of the posting on free-press-release.com ex-management was able to get a PR pulled down but two days after being told that proxy.com has a inaccurate and misleading statement regarding the vote nothing has been done. Almost as if ex-management is knowingly and intentionally misrepresenting the facts to the shareholders.
Apparently another habit that they find hard to break.
Almost as if they enjoy getting sued.
I am curious. If the vote does not go the way ex-management wants it to go if they will just not release the results and claim that it needs to be done over again because of the inaccurate ballets (that were also not their fault).
Just went back and looked and the page says "board" all over it. I don't think a court is going to take your word that you really meant management, you just had to look hard enough to find where it said that. There is also nothing in the official proxy correcting the errors in the ballet, nor has there been anything posted since the error was pointed out to management. I think the court is going to have a hard time siding with management on this one.
Wow, that brings back memories...
You can tell the amateurs from the professionals. If they could not even read over the proxy ballets to make sure it was correct I hate to see what they might have missed in the settlement.
Every time management (oops, ex-management) makes one of these mistakes it opens up the company for litigation that ultimately costs us money. And they complain about Williams...
I stand corrected.
If the ballets are invalid then I suppose the vote can't be valid. I wonder if Nemer checked this over before it was released.
I find the effective date interesting, although I must be careful of reading too much into these things. It is after the date of the "execution" of the settlement. In essence, as long as the settlement is unchanged from the version voted on by the board, the officers still had the authority to sign it and it is still in force.
However, it questions the legality of the special meeting in general, setting the stage for an attack on its validity. Of course, on this one I think Sosa may be right. If the proxy says somewhere that the action was approved or endorsed by the board I missed it.
It is impossible you heard this. Cristian and Kyle were the only people Nemer consulted. I read it in court documents. But it is interesting that you mention that the information was kept from the full board.
Every action taken by Cristian and Kyle since May 2011 were all advised by Nemer.Doubtful, since they sent a letter stating that they were going to quit representing the company some time back. Again, in the filings. It is also clear that they did not always take Nemer's advise, essentially opening the company up to the potential for additional litigation.
Nemer confirmed that both committees are illegal.A lawyer offers a legal opinion. He or she will generally do this based on the facts provided by the client. The opinion can only be as good as the facts that it is based on. If the facts are incorrect or omissions have been made by the client then the opinion may be incorrect. This is why we have courts - a court decides if something is legal or illegal based on a presentation of facts and application of law.
This is not what the court said. You claim that the court said: "the Delaware court without hesitation said that a ceo/chairman has the right to call a special shareholders meeting"
What the court said was that, under the rules of that particular company, the CEO "was empowered by the corporation's bylaws to call for a special meeting". Without seeing the language used in U.S. Energy Systems corporate bylaws it is difficult to make any comparison between the two instances since the ruling looks fact based.
Be careful, the law is often trickier than a single case may lead one to believe.
You are changing the subject: did the board consider whether to hole the shareholder's forum and, if they did, was there a vote and, if there was, did it pass?
And don't you think the board might have needed to know this information about the restrictions B&K put on eht forum? Isn't that withholding information form the board?
It is in the California case filings in a letter from them. Look it up.
What I did not see and what was not public knowledge is the allegation Visnu added.
At this point it does not look like any of the links to Calyspo are working on free-press-release.com. Put Calypso Wireless in the search function (which is the way I find all the press releases) and the links come up but they are all dead.
At this point I can't say with certainty what, if anything, is going on. At some point this will hit the courts and we will be able to see the allegations.
Until then, it might be a bright idea for management and the independent directors to open lines of communication. To be clear: Ms Pierce, my offer to help mediate between you and Mr Williams on these issues is hereby revoked.
I believe they said not to due it because it could open the company up to litigation. I don't believe they said anything about raising funds but you did not need a lawyer to tell you that, it was all over this board before the forum. The question is, did the issue get raised before the board and did the board vote for having the forum. If they did, then management is clean, all share the blame. If they did not, and the forum resulted in a 50% devaluation of the company, then I think this is not a total fabrication and probably grounds for dismissal. I know that if I worked at a private company and did something not authorized by the board of directors that resulted in a 50% devaluation of the company the company would probably remove me.
This one threw me, so your guess is as good as mine. That being said there are two other steps that I see can be taken before the nuclear option. The first is a suit after the vote to nullify it. Not sure what the odds are of that. The second step is a shareholders derivative suit to remove Turrini and Pierce. If those two fail, or if some other event threatens his investment, then I suppose he would go to the final option.
I have not considered what actions Walsh might take but he has a much lower stake in this so I really don't see him doing anything.
I honestly have no idea. Like I said, this one caught me off guard. It may just be posturing. It may be a necessity to lay the groundwork for future action. I know that these committees are there, by law, for a reason. I just don't know how much authority they actually wield.
Walsh is not debating that the meeting was called legally. Walsh is saying that the proxy that said the board recommended Williams removal was a fraud.
Did you read the reasoning for their firing? None of those actions were done in May.
Again, I am just as surprised as you. I expected something completely different.
Dave did not file a false proxy, Dave clearly did not back the shareholders forum or decide to hold it against the advise of their own attorney, so no, once again management caused this mess.
And yes, I suppose it is an alleged false proxy but if Walsh wasn't for it and I doubt Williams was, then the board could not have backed it. Making representations that the board did would tend to make it false. But I will leave each shareholder, and ultimately the court, to decide that issue.
I wouldn't expect anyone to change their vote because of this, and it is just as real a press release as the one stating the settlement is done. They hold the exact same weight.
You are right about one thing, we are going to find out whether the committees are legally constituted or not.
It is important for another reason though. It clearly demonstrates that the only two members of the board who are backing this action are Turrini and Pierce. It is nothing more than a power grab.
No. Both are still board members. This just is the opening salvo in the fight to have them removed as officers. I am not sure what real affect, if any, it will have on the election itself although it would certainly bring into question its legality.
This one was out of the blue. I really did not expect it go down this way ... so I really don't have a clue what it means.
I am waiting for the action in Delaware.
Not sure you really want to address that to the entire board.
FOR IMMEDIATE RELEASE
(Free-Press-Release.com) December 13, 2011 -- ITEM 5.02 - Departure of Directors or Certain Officers, Election of Directors, Appointment of Certain Officers, Compensatory Arrangements of Certain Officers
The Audit Committee of the Company's Board of Directors has found that the Officers have caused a false and misleading proxy solicitation to be circulated to the shareholders. Among other things, the solicitation states the action is based on the recommendation of the Board of Directors. The Board of Directors specifically has not made such a recommendation and does not make such recommendation. Additionally, the Officers conducted a shareholders forum after refusal of the Board of Directors to allow such a forum and after advice of its attorneys to not conduct such a meeting (the Officers failed to advise the Board of Directors or the shareholders of this advice). The value of the stock dropped approximately 50% the following trading day and has continued to drop since.
The Audit Committee resolved that Cristian Turrini and Kyle Pierce were terminated from any and all Officer positions of the Company on December 12, 2011 and notified the (former) officers of the Action.
Ed Walsh
Chairman of the Audit Committee
Calypso Wireless, Inc
(713) 936-3560
http://www.free-press-release.com/news-calypso-wireless-update-1323812167.html
I agree that they should be returned to the treasury of the company but your guess is as good as mine as to what will really happen with them.
You are talking about 24 Million shares, or about 12% of the shares outstanding. I would think that it might be important to mention that the part of the 2008 agreement where we give these shares to Diac is not, in fact void - that Diac gets to keep these as part of the final agreement. That is a pretty big oversight for the CEO and CFO to make.
You are referring to Kyle, right?
I have no idea without seeing the final agreement. It was clear from some of the documents that Diac gave the company additional loans for operating expenses that were secured by the patent. Are those agreements void as well or are they still in force? If we don't pay that money back in a time certain can he still take the patent? The PR, being the last statement from the company and Diac as to the terms of the agreement, state that all agreements are void and these are the new terms. To me, that means that we go back to the status quo and whatever the current terms are is the deal.
To be honest, it is clear as mud.
from the PR:
"The settlement vacates the $117 million, December 8, 2006 judgment in favor of Drago Daic. Under the new, final agreement, all prior agreements are void. Calypso now has the sole and immediate right to use, sale and development of the Company's patents and technology in the United States. Mr. Daic will have the sole and immediate right to use, sale and development of the patents and technology throughout the rest of the world. In addition, Calypso will pay Mr. Daic 28% of the gross recovery (less certain expenses), if any, received by Calypso from pending litigation with T Mobile. The 28% agreement applies only to the T Mobile case."
To me that means that, unless there is other language in the settlement, everything given to Diac under any prior agreement is void, including the shares given in the 2007 agreement:
"Calypso Wireless will issue, assign and deliver to Daic and Williamson P.C. TWELVE MILLION (12,000,000) shares of common stock in Calypso Wireless (the “Calypso Shares”) out of its authorized and unissued shares. The shares shall be assigned to Daic and Williamson P.C. or to his/its designee or designees, as he/it may request. With respect to such shares, a certificate representing SEVEN MILLION (7,000,000) of the Calypso Shares shall be delivered at the Closing, and a certificate for the remaining FIVE MILLION (5,000,000) of the Calypso Shares (the “Remaining Shares”) shall be delivered in care of Williamson P.C. within ninety days from Closing, or on or before , 2008. Calypso Wireless agrees to issue to Daic and Williamson P.C. out of its authorized and unissued shares the following Additional Shares if the Remaining Shares are not delivered in ninety days from closing:"
Why is it that we have to continue to abide by an agreement that is void according to the PR? If Diac was allowed to keep these shares and the money we gave him then the PR should have indicated that, as should have the 8K.
They should not need to. If the settlement truly vacated all prior agreements Diac should be turning all his shares back in to the company that he received as part of the 2007 settlement a
My comments were less on the settlement itself and more on what I see as Williams' options or the next phase in the fight to stop management's attempt to seize unfettered control of the company. There was a lot of talk about the "nuclear option" of forcing a receivership. I guess just see a lot of intermediate steps that can be taken before going there. I also don't see that being a viable option until it is clear that the shareholders will receive no value because management has restructured the company so that they are the only ones who profit.
I am sure the settlement has issues. If all that is in it was what is stated in the PR then there would be no need to hide it until after the vote. I guess at this point I am assuming the settlement is only one of many issues that I have with the current management.
As long as management continues on their current course I can see no reason to support them. They have created the mess. They are wasting our money. They are not being honest or transparent. They could care less if this company ever comes off the greys because their ability to profit is not contingent on that happening. They are acting as if they own this company not the shareholders and fully expect the shareholders to give them the company with this vote.
I would think that if the deal is really done, Williams next step would be to release the results, or a portion of the results, of his investigations and relieve management. He would then take action against them by firing them. That would be the first phase. I don't believe he was in a position to act as long as the state case hinged on Turrini's testimony. We could not claim our own CEO was a liar and then claim he is telling the truth on the stand.
The last few weeks have been a game of chicken between Turrini and Williams - Williams unable to act because the case was not finalized and Turrini hoping to get rid of Williams and the results of those pesky investigations by getting Williams off the board. All Turrini had to do was hold back the settlement until after the vote. It appears the vote tally was not going as planned so Turrini blinked, he executed the deal.
Turrini did not have the intestinal fortitude to hold till the end. A problem that is displayed in his deft negotiating skills. I am certain that, whatever happens, management will blame the next phase of the fight on Williams. It seems to be the only thing they can stick to their guns on. For management this has never been about what is best for the company - it has been about what is best for Christian and Kyle.
I believe he will hold the "nuclear" option until he is certain he has no other choice, that he is about to loss his investment.
Dear Shareholder,
I know there has been a lot of rancor over the settlement. I am certain that it exists in one form or another. I am also certain that, unless sealed by the court, as a document of a public company it needs to be made public in the next periodic filing.
On the other hand, the settlement should not be the sole basis for deciding your vote. It should be based on whether you believe that management has your best interest in mind or theirs.
If the sole problem was Mr. Williams then there is no reason to ask for his removal. There are four people on the board. Two clearly side with management (since they are management), one is Williams. It is mathematically impossible for Williams to lock up the board. If management's proposals to the board were in the best interest of the company then they would be pass three-to-one, as is the case with the settlement. However, if they are not, then the board becomes locked and nothing passes. So the reason management wants to get rid of Dave is to allow management to do whatever it wants without effective oversight which is, of course, the purpose of the board.
Management's claim that Williams is costing the company legal fees is laughable for two reasons. First, management started the litigation. Second, as a shareholder Williams can continue the same litigation. That Williams is litigating to protect his interests as a shareholder will not change regardless of this vote. In fact, he is probably less likely to litigate if he remains on the board.
In essence, the only purpose for this vote is to give management unfettered discretion to do whatever they want without oversight.
So the question becomes do you believe management. Have they been honest with you up until now? Have their actions in the last six months increased share price? Have they worked to get the stock of the greys or have they spent the companies funds in attempts to gain control of the company? Have they fulfilled their fiduciary duty to you as a shareholder or have they acted in their own self interest? These are the questions you need to think about when deciding how to vote, not whether there is or is not a settlement.
The settlement is done and will allow the company to move forward regardless of this vote. But if you have questions about whether management acted in your interest or in theirs before now what do you think will change if they have total control with no oversight?
You have inserted an "or" that does not exist in the sentence. An "or" after the word "Secretary" would create a sentence with three potential ways to call the meeting - the way you interpreted it - but there is no "or" there. As a result the second part of the sentence is the requirement necessary for the special meeting to be called.