Voted my shares this morning.

Drive down to the company offices and demand to see them. Delaware Law says they must show them to you. If they do not, get a lawyer.

Here is the pertinent law.

§ 220. Inspection of books and records.

(a) As used in this section:

(1) "Stockholder" means a holder of record of stock in a stock corporation, or a person who is the beneficial owner of shares of such stock held either in a voting trust or by a nominee on behalf of such person.

(2) "Subsidiary" means any entity directly or indirectly owned, in whole or in part, by the corporation of which the stockholder is a stockholder and over the affairs of which the corporation directly or indirectly exercises control, and includes, without limitation, corporations, partnerships, limited partnerships, limited liability partnerships, limited liability companies, statutory trusts and/or joint ventures.

(3) "Under oath" includes statements the declarant affirms to be true under penalty of perjury under the laws of the United States or any state.

(b) Any stockholder, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose, and to make copies and extracts from:

(1) The corporation's stock ledger, a list of its stockholders, and its other books and records; and

(2) A subsidiary's books and records, to the extent that:

a. The corporation has actual possession and control of such records of such subsidiary; or

b. The corporation could obtain such records through the exercise of control over such subsidiary, provided that as of the date of the making of the demand:

1. The stockholder inspection of such books and records of the subsidiary would not constitute a breach of an agreement between the corporation or the subsidiary and a person or persons not affiliated with the corporation; and

2. The subsidiary would not have the right under the law applicable to it to deny the corporation access to such books and records upon demand by the corporation.

In every instance where the stockholder is other than a record holder of stock in a stock corporation, or a member of a nonstock corporation, the demand under oath shall state the person's status as a stockholder, be accompanied by documentary evidence of beneficial ownership of the stock, and state that such documentary evidence is a true and correct copy of what it purports to be. A proper purpose shall mean a purpose reasonably related to such person's interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in this State or at its principal place of business.

(c) If the corporation, or an officer or agent thereof, refuses to permit an inspection sought by a stockholder or attorney or other agent acting for the stockholder pursuant to subsection (b) of this section or does not reply to the demand within 5 business days after the demand has been made, the stockholder may apply to the Court of Chancery for an order to compel such inspection. The Court of Chancery is hereby vested with exclusive jurisdiction to determine whether or not the person seeking inspection is entitled to the inspection sought. The Court may summarily order the corporation to permit the stockholder to inspect the corporation's stock ledger, an existing list of stockholders, and its other books and records, and to make copies or extracts therefrom; or the Court may order the corporation to furnish to the stockholder a list of its stockholders as of a specific date on condition that the stockholder first pay to the corporation the reasonable cost of obtaining and furnishing such list and on such other conditions as the Court deems appropriate. Where the stockholder seeks to inspect the corporation's books and records, other than its stock ledger or list of stockholders, such stockholder shall first establish that:

(1) Such stockholder is a stockholder;

(2) Such stockholder has complied with this section respecting the form and manner of making demand for inspection of such documents; and

(3) The inspection such stockholder seeks is for a proper purpose.

Where the stockholder seeks to inspect the corporation's stock ledger or list of stockholders and establishes that such stockholder is a stockholder and has complied with this section respecting the form and manner of making demand for inspection of such documents, the burden of proof shall be upon the corporation to establish that the inspection such stockholder seeks is for an improper purpose. The Court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other or further relief as the Court may deem just and proper. The Court may order books, documents and records, pertinent extracts therefrom, or duly authenticated copies thereof, to be brought within this State and kept in this State upon such terms and conditions as the order may prescribe.

(d) Any director shall have the right to examine the corporation's stock ledger, a list of its stockholders and its other books and records for a purpose reasonably related to the director's position as a director. The Court of Chancery is hereby vested with the exclusive jurisdiction to determine whether a director is entitled to the inspection sought. The Court may summarily order the corporation to permit the director to inspect any and all books and records, the stock ledger and the list of stockholders and to make copies or extracts therefrom. The burden of proof shall be upon the corporation to establish that the inspection such director seeks is for an improper purpose. The Court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other and further relief as the Court may deem just and proper.

8 Del. C. 1953, § 220; 56 Del. Laws, c. 50; 63 Del. Laws, c. 25, § 9; 70 Del. Laws, c. 79, §§ 11, 12; 70 Del. Laws, c. 186, § 1; 71 Del. Laws, c. 339, § 39; 74 Del. Laws, c. 84, §§ 5-8; 77 Del. Laws, c. 253, §§ 20-23.;

If management wanted to break the deadlock all they had to do was vote to accept Sir H as a member of the board.

They thought they could get the California court to add a fifth member and announce it at a bogus shareholders forum ... so yes, I believe that this is a desperate act of a desperate team who are trying to keep from having there behinds handed to them.

But the bigger point is what, if anything, can we do? I do not have a solution at the moment. At least not one that costs less than $50K.

I do not believe that there are enough shares out there who would be willing to oust current management considering the block owned by Diac et al. Again, Not because I believe that there is a conspiracy but because I believe that, at the moment, Diac is more afraid of having to deal with Dave than he would ever be of having to deal with Turrini. Turrini is a salesman, not a hard-nosed negotiator. It is my belief that he will offer anything to get the deal, even to the point of deluding himself that the two sides could come to a final agreement. When he fails he blames others. Seems to be a recurring pattern...

...can anyone cite a single business enterprise that Turrini has ever succeeded in?

Therefore I am looking to other options.

Did not say that there is no point in doing anything or that anyone was a crook for the last eight years. I was referring only to the distinction between parties who have the company's interests in mind and those that do not.

That a person currently in company management is already a felon is matter of public record. But I am not of the camp of an overall conspiracy. That would insinuate a level of intelligence and competence I am not willing to proscribe to current management.

What I am saying is that the managers are acting like this is a private company, using company funds to promote personal agendas. they are not acting like stewards of a public enterprise answerable to the shareholders and acting in the best interest of the company.

As for what we can do, I am still researching that.

Suing the Lawyers.

If there is one issue that clearly delineates those parties who have the company’s best interests in mind and those that have another agenda it is this recent complaint about board members threatening to or actually suing company attorneys.

If an attorney does anything that results in harm to the company including taking our money to either provide inadequate or legally inaccurate advice then the company should be taking action against them. At a minimum that includes demanding the money we paid them back. It has happened at least once if not twice. The first time being the apparently inaccurate advice given by Buchalter Nemer in regards to the California action; advice apparently so bad that they had to withdraw from the case. The second being Storm’s pronouncement that we could not win in state case. A statement made at a forum that Markle would not participate in and even Buchalter Nemer opined was probably illegal and could open the company up to litigation. It is possible that Storm's statements could be part of the reason we cannot get a deal with Diac. If either or both of these actions by company paid attorneys hurt the company than the company should be taking legal action against them.

The fact that company management is not taking action against them demonstrates that they have a different agenda. The fact that a independent board member is threatening action against at least one of them shows that he does have the company’s best interests in mind.

Again, just to be clear, it should have been management suing the attorney’s at least to get our money back. It should not have been left to an independent director to take action.

This is only the most recent indication that we have seen that management is not interested in the best interests of the company and has a separate agenda.

Then any of the people vetted by the nomination committee and proposed to the board, but that management voted against, meet thoase criteria. Why did management vote against them?

Why do you care if he is suing the lawyers? The lawyers screwed up they should get sued.

Unless the lawyer was a friend of Turrini. That would explain the "minimum cost" statement. In which case, it still doesn't matter to me if the lawyer gets sued but it clearly does matter to a friend of Turrini.

Minimal cost? $500 an hour for the new director plus we indemnify him because we have no insurance. $40K at least to get caught up. I guess I don't agree with you.

Maybe you should be asking that the other way around, what will we have if the this is a squeeze play financed by Diac to ensure Diac gets the settlement he wants.

Lets say, for instance, that the deal grants diac the rest of the world including the subsidiaries of those foreign companies. In that case, T-Mobile belongs to Diac, being a subsidiary of Deutsche Telekom.

The shareholders need to have more of an option than "get rid of Dave or I am taking my settlement and going to Paraguay".

I could be wrong, maybe this is about the Diac settlement. Maybe Turrini et al are afraid to bring the final version of the settlement back to the board because there are material changes and he knows it will not get through the board. That would explain where the money came from for the shareholders meeting. If Diac couldn't get the patent one way perhaps he has found another.

Anyone want to guess which way Diac is going to vote his shares? Wonder if he is funding this endeavor.

Anyone figure out where the money came for this meeting, considering they never had the money to do this before.

Also, once the meeting is started is the agenda open? Can a motion be put before the shareholders to have Turrini and Pierce removed?

Does anyone have information on the rules on a quorum?

This isn't about the "big deals" you are talking about that may or may not exist. This is about the "little deal" with T-Mobile that only management sees as good for the company because only management will profit from it. That is the only deal management is interested in. They will hold the Diac settlement hostage until this shareholders meeting. Just wait and watch.

This is not rocket science. Management's motives and actions are pretty transparent. If I am not right about this, where is the Diac deal.

And to boot, even if they win, it will not stop Dave from suing the company. That is just shows that Management either has no concept of reality or is lying. Dave can still proceed as a shareholder. So that will not change.

The only thing that comes out of this if management wins is a $5M settlement with T-Mobile that probably won't include future licensing.

If you are telling me we have to keep Turrini, a man who clearly is taking money from the shareholders, to get Sharma, I will pass on Sharma.

I don't think the arguments now are about the unveiling the potential for the future but about not unveiling the crimes of the past. Certain parties will be desperate to maintain power lest their malfeasance come to light.

Yeah, I think Felony Grand Theft constitutes a Felony involving dishonesty.

The question remains; why is the settlement with Diac not finalized, signed, and reported to the court as well as with the SEC (8K).

What is Turrini up to that it is not done. Now that he knows he has no future with Calypso is he looking to change sides and sell us down the river ... deja vu? Or is Diac holding back waiting to see the company implode from management's stupidity.

Does anyone know if the governance committee has the authority to simply remove him on an interim basis until the investigation is complete. Can we get someone competent in to manage the company?

I suspect that actions taken now could be ratified by the BOD once Turrini is removed. But this is a bit beyond me.

With a California court action based on a combination of California procedural law and Delaware substantive corporate law I can't quite figure out what can and can't be accomplished.

This is one of the more ridiculous statements I have ever heard. It amazed me that it came out of the mouth of our attorney in a public forum before the judgement was final. It is also dead wrong.

The suit was against Diac for violation of the terms of the 2008 agreement. It was seeking to enforce the terms of that agreement, which included clauses that precluded Diac from interference in the company operations. The 2008 agreement settled the earlier judgement. We weren't necessarily asking to have that settlement voided. All we were asking for was an order to keep Diac from interfering and damages for the lost contracts from his existing interference.

But.... If the court voided that agreement it would have also have reopened our ability to challenge that $113M judgement include challenging the amount of the award. We probably could have gotten the judgement reduced to amounts equal to or less than that Diac had already received. I believe that idea terrified certain people. An effort well worth the expense. But that is another matter.

The recent uptick in Dave bashing indicates that management is scared. The court documents clearly indicate why management is scared.

I wholeheartedly disagree! It is making things better for the shareholder. There were many people submitted for that position that would not cost us $5K and hour. It was laughable that management complained in the 8K that the suit was costing us money when they started it and their selected provision director would have cost more than the suit. In addition, it is clear that the forum was probably illegal and a waist of money. The suit is so screwed up that the attorneys management hired to prosecute it quit (and not just over payment). Management has not proved anything in the last few months other than their own total incompetence and willingness to break the law to get what they want.

Now the court has a list of potential directors to choose from that don't have a history of having actions brought against them for fraud. I am guessing that you have no issue with any of them being selected? Any of these people could move the company forward.

Funny... but no, I was thinking of some others who, not surprisingly, have not posted in some time but were the leaders of the "Williams is keeping the stock off the pinks by holding the records" campaign. Part of a choreographed effort by management to create an issue to attack Williams with and then use the forum to go in for the kill. Of course, they lost in court so they could not make the announcement of a new board member (or the deal that they would probably claim would be filed in "the next couple of days").

That reminds me, why isn't this stock of the pinks yet. They have what they claimed they needed. Oh

If you haven't noticed DSU is not that big a fan of Williams as some here portray. Thinks Williams allowed all this to happen and had he (DSU) been in charge we would have legitimacy ... just might not still have a patent.

Pot, meet kettle.

I think the timing actually makes a lot of sense. In fact I am not sure that it was not a little too early.

Which brings me back to the question, what about the settlement with Diac on patent ownership? Is that deal done?

Unless I missed something I saw nothing in these filings that would indicate that Turrini is currently being accused of fraud or collusion with Diac. Yes he is an accused felon and yes he probably wrongfully appropriated company funds and he is clearly manufacturing issues to force a showdown on control of the company. But I did not see a request in the prayer for relief to stop that settlement. Where does it stand?

(I understand these questions are probably rhetorical)

Wonder if these filings were the "amazing news" Turrini was referring to?

(Also rhetorical)

Well the "scum sucking lunatic" probably will save the company for the shareholders.

I have not had a chance to digest all of this but one thing is clear, Storm must go. He should have nothing more to do with the T-Mobile litigation and any settlement he may have had his hand in is suspect.

The company's attorney advises us not to have the forum and says they will not show up due to legal liability and Storm shows up and says we have no case in the state court? This is outrageous. Only in Calypso.

Thanks

I think you might be falling victim to the "grassy knoll syndrome", the need to find intelligent, rational cause-and-effect where reality is that certain events are a combination of incompetence and random chance.

Not saying there are not strange things going on in the background. Only saying that you infer intelligence where incompetence may be the real cause.

Where might I find these latest court filings?

... also "amazing news" does not always mean "good news".

Besides, almost nothing would amaze me when it comes to this company.

It benefits Diac as much if not more to get this issue resolved so I believe the deal probably happened. The terms are what I am interested in seeing.


Diac needs the deal so he can go off and form his new company with the foreign patents, sell stock in it making himself rich, hire Bruce B. to make a phone call, get sued by Bruce B. for not paying him, fail to show up in court and allow Bruce B. to get a default judgment for the entire company ...

... and it appears the battle-lines around Sir H being on the BoD are forming along familiar lines; those who back management's interests versus those who back the shareholder's interests.

Litton51 - here is a though for you. Three part plan.

1. Get the backing of 1/3 of the shareholders (roughly, the backing of people who have 67M shares)

2. Find someone in California who is willing to help and raise enough money to hire an attorney

3 File a motion in the California action representing the shareholders to have Sir H made the fifth director.

... and enjoy Veteran's Day.

I guess I am falling into your latter category. My thoughts on why we are where we are usually vacillate between conspiracy theories and total incompetence. The truth is probably somewhere in between.

In the case of those against Sir H I am going to have to lean toward the conspiracy side. It would appear that there is a contingency out there who do not really want an independent member on the board as the tie-breaker. Someone whose only interests are those of a shareholder. They need someone who is read-in on the plan and stands to benefit not because the plan brings long tern value to the company but because it brings short term gain to a select few.

It could be simpler. There are those who know that once all the facts come out they stand to loss big and need someone who is not going to dig.

Who knows.

... and what is this "deal" that all the management insiders seem to know about but that they know no shareholder would find beneficial enough to back?

Perhaps a t-mobile settlement for just enough money to pay management a million dollars but sell out the future of the company by not including long term licensing?

You have got to be kidding ... You are attacking Sir H, a person who not only put together the website but orchestrated raising the funds for and copying of the records that were so direly needed by management.

What a crock.

I would not expect them to fold for the big bucks. It will take litigation to get the big bucks. If they settle, it will be for pennies on the dollar.

But every time we have a small victory in getting evidence in or having their motions denied raises the dollar amount they will fold for significantly.

Heck, they would settle for $5M just to save the cost of the litigation.

Also have to look at whether there is a continuing license attached to the settlement or strictly an agreement on our part to release all claims against them both past and future, effectively selling them the patent.

Maybe, but I remember T-Mobile's answer to our filings and they never denied using the patent. They raised a number of legal issues regarding the validity and ownership of the patent.

Now, we have screwed the pooch, and they can always amend their filings, but the fact they never said we are not using it I felt was very telling.

In addition, it would appear that they obtained the technology in breach of a black-box agreement where we demonstrated the patent to a third party and they then copied it.

Of course, we would have to prove this, but I think we are in much better shape legally than many might think. At a minimum we need to shop the litigation around to a few contingency lawyers. They can provide a good feel for whether it is worth the fight since they will be sharing the risk.

I feel Storm needs to be dropped if for not other reason than his performance at the forum making public statements on the State case. His pronouncements that we would lose even if we won the litigation was completely inappropriate considering the litigation has not yet been completed. That kind of help we don't need.

The only accomplishment of the forum appears to be they have lost their boogieman. There is no one to lay blame on.