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This post clearly reflects management's opinion about the company and the shareholders.
1. We are management. Either you are with us or against us. If you are asking us to do our job per the law or questioning anything we do you are against us.
2. This is management's private company not a public one so stop asking us to act like it is a public company. Shareholder's have no right to ask us to do what the law or the SEC requires us to do. We can do whatever we want and don't have to answer truthfully to you or anyone else.
I think I would be more concerned with Diac doing that. Does anyone know if all the other notes, like this one, were part of the settlement?
http://sec.gov/Archives/edgar/data/719729/000071972909000012/epo_drago-note1.pdf
These are loans given to the company by Diac for operating expenses. Who knows how many other people have notes like these secured by the patent. I have not had time to research this. Does anyone actually know what other loans the company have take from Diac that were not part of the settlement?
I stand corrected.
That accounts for $75. The first line is the fee, the second is the small entity fee.
Surcharge - 7.5 year - Late payment within 6 months 150.00 75.00
http://www.uspto.gov/web/offices/ac/qs/ope/fee092611.htm
From what I recall from when someone tried to sell me some of those shares without a prospectus about $30K went for the foreign patent upkeep. From the filings it looks like $5K went to Buchalter Nemer. Not sure where the other $52K went to although I am certain Buchalter Nemer cost more than $5K.
I suppose some of it went to pay for the forum including Storm's fees like travel and room. That was money well spent.
Apparently none of it went for SEC filings or to help get the stock of the greys.
Perhaps the company should not have started the petition.
According to the original 8K "The Company has also engaged the law firm of Buchalter Nemer, to advise the Company’s Board of Directors and executive management on strategic planning issues, SEC reporting and other corporate and regulatory compliance matters, and potential strategic transactions." But they did not do any of that. The only thing they did was file the suit in California. So the 8K was a lie. From the court documents and the latest press release it appears that they never did any SEC compliance work.
It would really be a stretch to call filing suit in California advice on strategic planning issues. If it was, their advise sucks and we should be suing them to get our money back.
Turrini seems to have a number of people confused about the insider trading rules. Turrini could tell anyone he wants what is going on although he should warn the party receiving the information that what he is telling them is not public knowledge. If that person trades based on that information then the person making the trade, not Turrini, may be guilty of insider trading in certain circumstance. Turrini is guilty if he trades or a family member, agent, or someone else for whom he could be considered to have constructive ownership with trades on the information where that trade constitutes a breach of a fiduciary duty.
"Illegal insider trading refers generally to buying or selling a security, in breach of a fiduciary duty or other relationship of trust and confidence, while in possession of material, nonpublic information about the security. Insider trading violations may also include "tipping" such information, securities trading by the person "tipped," and securities trading by those who misappropriate such information."
http://www.sec.gov/answers/insider.htm
Just to be clear, passing on information does not violate the law. Someone must actually trade off it.
Again, another rookie mistake. You sure this guy has been a manager and officer of a real public company at any time in his life? He sure doesn't act like one.
Because Williams sent her the records. What about more recent years, the period not covered by what Williams maintained?
And why didn't Turrini do something with them? He was the CEO.
He had money to hire an attorney to bring an illegal suit in California but he did not have enough money to hire an accountant to do the taxes? How about maybe paying those delinquent payroll taxes? Maybe update the SEC filings? How about taking care of any of those day-to-day operational things a manager (not a director) is supposed to do?
Heck, he had to bring in Kyle cause he was so swamped with work.
If he can't handle this what makes you think he can handle a company that actually has business operations?
So Turrini sent them to Ed? ... is that what you are saying?
Turrini became CEO in 2007, that is an interesting coincidence. We were able to complete the taxes for the years before Turrini became the CEO - that period where Williams saved the records - but after he becomes CEO they can't complete the filings. Going to take six weeks to fix the mess.
Amateur hour.
If management has any documented evidence against Williams why are they not presenting it is support of this special meeting. It is certainly the appropriate venue. They should be presenting all the evidence they have to allow the shareholders the ability to make a decision.
Oh wait ... baseless accusations is all the evidence they have...
"Additionally, abatement for penalties and interest owed on payroll taxes has been requested from the IRS."
Wasn't Turrini responsible for paying these? So he paid himself but not the taxes due on the payments. Classic small business mistake.
No, the original case was management's interpretation of events which the court found to be factually lacking - its only backing being a sworn statement by Pierce. Which way to the court rule and why. They ruled against the motion by management. Management's action was not legally founded (hence, illegal).
Sooo Management filed an illegal action which a director, which his own funds, properly defended the company against, and now management is claiming that the cost of the mess they created is Williams fault?
Now they start a special vote that is also probably legally lacking since they have provided no evidence that the board meet, discussed, and voted on this action. They are incompetent and are wasting the company's money on this crap. This is why both Pierce and Turrini need to be removed.
If there is really a deal why not just present it to the board. The settlement as proposed passed the board by a 3-1 vote. What has changed in the settlement that management is so afraid to even let the board see it.
constant demands made by Mr. Williams’ attorneys have increased the Company's legal liabilities significantly.
My vote stands. This is just more of the same. "The deal is coming, the deal is coming", but still, no deal. Just talk.
I am waiting for the documents required for the proxy. How about the minutes from the board meeting that was held to determine that the special meeting should be held and the vote by the three remaining board members that Mr. Williams should be removed.
Sorry ... I will need a bit more than another PR full of promises.
Which deals specifically were ever actually brought to the board for a vote that Williams voted against?
If you are going to make allegations as if they are facts you may want to provide some support for your statements.
As far as I know Acacia was never a "deal", only a proposal to review our patent. Do you have evidence that it was a deal that was voted down by the board? When did this allegedly happen and who else voted against it, since Williams alone could not have voted it down. Despite the claim on the proxy, one person cannot cause a deadlock.
With enough money you can file an injunction in Delaware. Grounds would be failure to meet procedural requirements. But I am not sure you have enough time and the court may not take action since you could file the same thing to invalidate the vote without getting injunctive relief.
I am a shareholder of the company as, I assume are you. I am working to begin legal action against the company as a shareholder.
As far as I know you are a shareholder in the company. You are not a manager or a member of the board. You have not, to the best of my knowledge, ever submitted your name for consideration for nomination to the board. Your have no greater interest than me.
As a shareholder you have the same rights to protect your interests as I do. As such, I plan to exercise those rights.
At this point, no, it doesn't.
I am going to make two points and then let this go.
1st, assuming you are correct and there is a massive conspiracy then Turrini's backers have to get their share of the take out somehow. DE Wine and friends are going to want to get their take and they can only do that through selling their 15% or so interest (notice the location of the shareholder's meeting, right next door to the offices of DE Wine). So, if Turrini wins the vote and Williams cannot stop the takeover through an action to void the vote based on the multitude of procedural errors (like not sending out any information to back the BOD's position) then this will play out as a pump-and-dump with an announcement of a T-mobile deal, a huge sell off, and then a small settlement that the managers use to pay to themselves. Management will then walk away and the remaining US patent will fall in to the hands of the creditors.
2nd, this is a stock, not my moral mission. I don't like what is happening as an investor and I will do what I can to stop it as an investor but CLYW is a stock. If you want to fix everything run for congress and get the laws changed to provide greater oversight of the markets. Ranting here is probably not going to fix anything with this stock or the next one Diac, DE Wine, and Turrini form with the foreign patents.
I am sure you are seeing the pattern at this point. As long as any of that crew are involved the company will remain a tool for stealing from investors. JMHO.
You want to help fix this, send me any evidence you might have that Turrini and Diac are working together to the detriment of the company. Real evidence is preferred. If you can tie in DE Wine even better.
Ahhh, well I am not in that camp. My expectations are much lower for the foreseeable future regardless of who is in charge.
I would guess $1 is possible in two years if the vote fails. If it passes then 25 cents is pretty much as high as I see it ever going. Actually 25 cents is probably optimistic.
Thanks for the info and the offer on the SSN and DOB, but identity theft is not really my style.
If I had $6.8M I could probably buy the whole company.
I think you are shooting a bit high on your guess. I don't think $2.50 is s good guess. I will make you an offer. How about you buy my measly 250K shares for twenty-five cents a share. Doubt it will get to that in the next twelve months no matter who is in charge.
Curious to know if you have had any successful buys through Schwab and Vanguard in the last two weeks.
Which Brokers won't buy CLYW?
Has anyone been keeping track of how many brokers will not place a buy order for this stock?
I know USAA will not. Are there any others?
Normally I would concur with you. The only information we have is what is out there now and I don't expect that Management is going to offer anything new before the vote. I wish I could be of more help. Good luck.
The fact is that Turrini disregarded advise from the attorney's who said that the forum could open the company up to litigation. The fact is that he acted in a manner not in the best interests of the company. Or are you saying the source documents are a fabrication.
They are the source documents, not the attorney drafted affidavit like Pierce gave in the first filings that the court found lacking.
And no, the standard is not "somewhat honest" but factually accurate. You can plead whatever you want but the evidence you present must be accurate or it is perjury and an attorney can get disbarred if they knowingly allow a client to perjure themselves.
I guess I just want some actual proof rather than reading court fillings, which in no way are fact,
The court filings include the source documents. You can read the history yourself. Also court filings have to be honest representations of facts or it is the attorney's butt. I believe that is part of the reason the company no longer has representation in the California case, because they got in hot water for all the factual inaccuracies in their filings.
And no, my outrage with Turrini is very real.
As for why more isn't out yet, you just need to think about that a little to figure out why the company would not want to release facts about the lack of moral turpitude of its star (and only) witness in the state case. Does not take a genius to put the pieces together.
Turrini is willing to bring down the whole company rather than face the music about his alleged illegal activities. If he were an honest man he would have nothing to hide. But he knows what will happen if everything comes to light so he as to stop the person with the information. He has to force Dave out before the settlement because once it is signed he looses his leverage with the board.
That is my thought on the matter. Now you tell me why it is so important to force Williams out now, before the settlement, if he had nothing to hide or if the settlement is in the best interests of the company. Why not just add Sir H to the Board? If everything was good then there would be no issue with that.
I am looking for a shareholder who lives in Texas who has enough spare time to talk to an attorney. I have an idea of how to proceed but I cannot do it from the northeast. The papers need to be filed in Texas. If the case proceeds it will be on a contingency basis (ultimately the company will pay the attorney's fees). If anyone is interested please shoot me an email at tbaquinas@gamil.com.
Wait till the 100M + shares that are behind the Turrini pump-and-dump scheme are all trying to sell and no one is allowed to buy. I may have been generous with my initial estimate. Probably more like 8 cents if we are lucky.
This vote is not about an increase in shareholder value but about a payday for Turrini, Pierce, and Diac.
You would have to be foolish to vote with management ... or abstain, since I believe that is counted as vote for management.
BTW, where oh where has Sosa been?
If the vote goes through to remove Williams it is my opinion that this stock becomes a pump-and-dump. It might make it to 15 cents, but it will never come off the greys and will never get any substantial deal with anyone. Management is not interested in that. Too much work. They had plenty of time to make those deals in the nearly two years when we have the patent after the 2008 settlement. All they did was pay Diac the money the company had and spin their wheels. Turrini was our front man then and he got us nothing. They did not even sue T-Mobile until Diac insisted on it.
I always assumed that the reason we got no deals was because Diac was interfering with the company management but that could not have been what happened since that was the factual basis behind the state case and our lawyer, Storm, said we had no case. That means that Diac's interference was not the reason we had no deals. The only reason we did not get a deal was because turrini could not close one.
If williams is removed I think that Diac will make sure he gets some cash out of T-mobile but I am not even sure we will get a piece of that action. Depends on the language in the settlement. Whatever cash we do get will be squandered on back-pay to management ... and then the company will be abandoned
In my opinion there is your choice. Vote to get rid of Williams, wait for the bogus PR announcing the great deal with T-Mobile, and sell (just remember, every other insider who knows the game plan will be selling too so the price will not go up much), or take a chance that Williams can fix this once management is dethroned.
Honesty hurts, but there it is. Since I did not invest to make five cents a share on this I am taking my chances on getting rid of management and seeing if we can still pull something out of the mess management has created. I voted against.
But don't worry. If Williams is ousted and the settlement is signed in whatever perverse form it exists in I am sure Diac will form a new company with his patents that you will soon be able to buy shares in. Probably even have turrini as its CEO. Just remember that they are building that company with your money. You paid the maintenance fees on the patents over the years, including the foreign ones just a few months back. It will be a company built with your money ... so you might as well double down, invest in Diac's new venture, and pray you don't get fooled again. Good luck with that.
Funny, holding the settlement with Diac hostage in order to get shareholders to vote your way to remove your opposition is just the kind of tough negotiating position I would normally respect. That is the main reason I can't see Turrini as the puppet-master in the proxy fight. He doesn't have the nerve, the brains (or the funding) to pull this off.
Derivative suit. Can provide for attorney's fees in Texas, where the suit needs to proceed because that is where most of the assets are. But this is a slow process.
"A stockholder's derivative suit is a type of litigation brought by one or more shareholders to remedy or prevent a wrong to the corporation. In a derivative suit, the plaintiff shareholders do not sue on a CAUSE OF ACTION belonging to themselves as individuals. Instead, they sue in a representative capacity on a cause of action that belongs to the corporation but that for some reason the corporation is unwilling to pursue. The real party in interest is the corporation, and the shareholders are suing on its behalf. Most often, the actions of the corporation's executives are at issue. For example, a shareholder could bring a derivative suit against an executive who allegedly used the corporation's assets for personal gain."
Read more: Stockholder's Derivative Suit - Corporation, Shareholder, Plaintiff, and Suits - JRank Articles http://law.jrank.org/pages/10531/Stockholder-s-Derivative-Suit.html#ixzz1edHtRBq4
Against.
Looking at options I am focusing in on a shareholder's class action suit against Diac, Diac's wife,Turrini, and Pierce as individuals. Any action must be against them as individuals to have any real effect. Plus we will need a deep pocket to entice an attorney, that will be Diac.
The web site is www.proxyvote.com but you are going to need a control number associated with your shares. I received an email from my broker that had the control number. You are going to need that number to vote your shares.
Good luck and Happy Thanksgiving
Special section dealing with the shareholders meeting. They need to make the list public no less than 10 days prior to the vote.
§ 219. List of stockholders entitled to vote; penalty for refusal to produce; stock ledger.
(a) The officer who has charge of the stock ledger of a corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting; provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Nothing contained in this section shall require the corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then such list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.
(b) If the corporation, or an officer or agent thereof, refuses to permit examination of the list by a stockholder, such stockholder may apply to the Court of Chancery for an order to compel the corporation to permit such examination. The burden of proof shall be on the corporation to establish that the examination such stockholder seeks is for a purpose not germane to the meeting. The Court may summarily order the corporation to permit examination of the list upon such conditions as the Court may deem appropriate, and may make such additional orders as may be appropriate, including, without limitation, postponing the meeting or voiding the results of the meeting.
(c) The stock ledger shall be the only evidence as to who are the stockholders entitled by this section to examine the list required by this section or to vote in person or by proxy at any meeting of stockholders.