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Thought that was too good to be true. Seems like the last link you sent me is the most helpful.
Again, thanks.
Elis-C, am I reading this right, they don't actually need financials of any kind to get back on the pinks?
Thanks! I stand corrected, it appears a letter is all that is needed for the pinks (and some credit and background checks).
"PINK SHEET LISTINGS: In order to make securities eligible at DTC, they require an opinion from company counsel to be addressed and delivered to DTC's Underwriting Department. DTC will require original signatures on the legal opinion in accordance with DTC's current signature policy. Please contact us for specific requirements
Each officer, director and shareholder owning 10% or more of the issued and outstanding shares must provide a credit check from Equifax. Please contact them at http://www.equifax.com/ or call US +1 8006851111 Call and request this information and then provide the report issued by them to us.
Each Issuer, officer, director and shareholder owning 10% or more of the issued and outstanding shares must provide a security violations check from ChoicePoint, Inc. You will be billed $20.00 per name. Please provide the report issued by them to us.
http://www.huntlawgrp.com/sec-law/finra-form-15c2-11-filings
Heck, they don't even need financials.
No problem, but as I have said before Dave is not the reason we are on the grays nor is he holding us there. I have to agree with Highrider, responsibility lies with management.
Even if you assume that Dave was involved in the operations of the company he could only be doing it with the advice and consent of management. Someone in management gave Dave the Edgar codes. Someone failed to get the financials or allowed Dave to get them and then never bothered to ask for them. You can try to place blame where you want, but it only resides with one person, the CEO. Like a company commander in the Army, he is responsible for everything his company does or fails to do.
Why are you telling me this?
I believe that there is more to it than the letter. I believe a few other requirements were updated shareholder records (who the shareholders are) and some other matters. Turrini alludes to the expense involved in all of this:
"Mr. Turrini also states that in order to bring filings current with SEC it will take around $300,000 which the company cannot do at the present time"
What he does not say is if all that money is needed for getting us back on the pinks or something more extravagant. For example, if "bringing us current with [the] SEC" includes filing a 10-K, then we would be required to provide audited finaicials, a standard higher than what is needed to get us back on the pinks
"The annual report on Form 10-K provides a comprehensive overview of the company's business and financial condition and includes audited financial statements."
http://www.sec.gov/answers/form10k.htm
A 10-K will be needed in the future, just not sure it is needed now.
If you believe that paper financial records from who knows how far back is the ONLY REASON we are not on the pinks, you might want to do a little more research.
I have to agree. I have seen nothing indicating that complete financials are required. But I believe that letter has to certify that the company is on the up-and-up, which might be why they can't find anyone to sign it.
"Guess what, no one is going to speak to anyone on a one on one basis without an attorney present"
Why, pray tell, would management feel that they needed to have an attorney present when talking to a shareholder?
My position does not afford me the flexibility to fly across the country to attend shareholder forums, so I will not be attending. I will try to watch the forum live but this may not be possible either so I am hoping it will be taped for later viewing pleasure.
You know the old joke about how to tell when an attorney is lying? But seriously folks ... An attorney is paid to take a position that his or her client pays him to take, not to honestly answer questions.
Whether I would scream that anyone is lying would depend on what they had to say and how what they say conforms to what I can independently verify.
That is what an investors forum is for.
"Our sector-specific forums allow investors to hear directly from company executives, and to ask questions- before they invest."
http://www.informedinvestors.com/IIF/index.asp
Just one of many sites that will describe to you what a "forum" is used for.
I am not against the idea of letting the shareholders or potential investors know what is happening. I am just maintaining a healthy skepticism.
It would all depend on managements respect for the shareholder. But the point was not how audacious management must be, only that holding a "forum", not a shareholders meeting or filing a prospectus or 8K, does not ensure anyone's honesty. I have been in this stock for a while perhaps ultimately only for the shear entertainment value, but I have learned to be skeptical. I will maintain that skepticism until I see definite signs of improvement ... like a signed deal with Diac.
I think it is audacious of them to spend the money on this forum. Anything good they have to say they can say in a pr or a filing.
I hope that you are right but I will respectfully disagree with you that scheduling a shareholders forum indicates that management is honest. With a fair assumption being that no shares will be sold by management at this meeting, there is nothing in law that requires management to tell us anything factual or verifiable. This is not a written prospectus or an 8K (both protected by SEC, for whatever that is worth); it is simply them talking.
If the purpose is to raise funds via loans or "gifts" as some people have suggested, then it might constitute criminal and civil fraud, but that is darn tricky to prove.
While I disagree with you on Dave in particular, I would just say that I would not hold your breath on anyone going to jail. Pattin is still not in jail nor Mendoza.
Thanks for trying.
Seems to me that if all you were interested in were loans there would have to be a cheaper way of asking for them then to pay an attorney to fly from Texas to California.
Besides, at this point we should be able to execute deals. That was the point of ridding us of Diac. If we can't execute deals than there is no reason to give anyone a loan.
There is no reason to spend money on a forum. Hire a contingency firm for T-Mobile, work slowly and steadily on small deals to fund getting us off the grays and on the pinks. Position ourselves to take advantage of the big publicity that comes with the T-Mobile settlement. Spend ONLY what you have to between now and then. The ONLY viable expense is getting us off the grays.
Must be big or why hold a forum?
Just not sure it is T-Mobile big.
You are right, it does not behoove the shareholders to announce T-Mobile UNTIL we are back on the pinks.
DRAGO, weren't you going to call Turinni and find out why the deal with Diac isn't signed yet? What did you find out?
Was there a bond initially paid to get the TRO? Did we ever get that back.
The sky is not falling, things just still need to be done.
While that would not surprise me, I doubt it if the company is going ahead with the forum. They will not have anything to talk about if the deal is not done by then.
The 25% assignment took 19 days from execution to recording. It has been 22 since the 8K came out stating there was an agreement in principal.
Does not look like the assignment has been lifted.
http://assignments.uspto.gov/assignments/q?db=pat&qt=pat&reel=&frame=&pat=6680923&pub=&asnr=&asnri=&asne=&asnei=&asns=
Hope you are right. Have a great week. See you all next weekend.
True, but this is costing a far chunk of money. Certainly there were more efficient (and verifiable) ways of doing this. An 8K comes to mind. A written prospectus works to. But both of those tie managements hands to the plan they lay out. Not so if they simply allude to some vague "deal" in the offing.
It is not making sense. I guess I will wait and see. My cautions are for those who decide to attend (like anyone cares what I say). If you decide to throw more money at this thing understand what it is you are getting in return. I want to make a profit on my investment in this company. I do NOT want to do it at the expense of other investors.
I don't believe the lobbying for funds will take place during the meeting, that time is to sell the program. My guess (and I hope that I am wrong) is that it will occur after the close of the official meeting.
I don't necessarily disagree with trying to raise funds. I guess I would just prefer to see us actually license our product than play games. I really can't see a reason other than raising funds for an in-person "shareholders forum". Anything else can be handled by PR or telecon for a hell of a lot less money. What is is costing for Markel to show up in person? Can't see that as a wise business move unless someone expects cash to come into the company in return for this expenditure.
I seriously hope this is not a play to trash certain members of the board on the company dime as some posters here have insinuated is part of the purpose of this forum.
You have far more faith in the SEC than I do.
As to the Forum, I was convinced at one time that good news was in the offing. I am not so sure now.
I will caution all who attend to listen with skepticism. Those of us on remote access are one step removed from the process, but those who are present will need to keep one eye on the future and one eye on their wallet. Others on this site have already advocated the "if we all pitch in a $1,000 we can fix everything" attitude with no guarantees that the money provided will be used to do what they are saying will happen. Nor will any such guarantees be given regarding high interest loans to the company. Once in the company coffers purse they will be used as management sees fit.
An investor's forum is usually used to bring in money. I can only assume that this is the purpose of this forum. I sincerely hope that it is to pass on good news; there is a deal with another company signed and here it is, we have hired a contingency attorney, we have a plan for getting off the grays, the BOD is working together to increase shareholder value (since this Forum is about the Shareholders NOT about management or the BOD). I have faith this is possible. We will see if I am right ... or if this forum is only to spread more hate and discontent and to try to raise money from those who rightfully expect a return from the money the already invested.
I will concur that the average party who posts on this board does not have the technical or financial prowess to accurately estimate the LICENSING value of the patent. Infringement is another matter all together. Infringement entails special damages. Section 284 or Title 35 of the US Code states that the court may increase the damage award by up to three times the amount of actual damages. Clearly, damages awarded by a court have the potential to be treble what they would be in a settlement IF the settlement is only based on licensing alone. Usually bad faith (as in the case here) is what is needed to validate the treble damages (http://www.cpschumannco.com/storeimages/PatentInfringementDamages.pdf). Where the Federal Circuit held that in order to support an award of special damages (treble damages), one must prove "willful infringement . . . [with] at least a showing of objective recklessness." (http://www.lventre.com/damage.html). I can only speculate, but by now T-Mobile must realize that the system they are using is from the tests conducted back in the 1990s.
You are right that I am not technically proficient at estimating the value of the patent. Perhaps no one on this board is, although I am not willing to make such a broad statement. I leave that to others to estimate. I guess I would ask management to give us some estimates on licensing, including what we lost due to the settlement with Diac (which I think we could reasonably argue would not have happened if T-Mobile paid their bills), so that we can estimate what this company is actually worth.
Turinni ever say whether the settlement with Diac is consummated or is it still in the "agreement in principle" stage. I hate to think where we would be if Diac says, "no, I think I will take you to court" since we have already told the court it is settled.
If it is not then I have to question why we told the court it was. Hardly the level of brinksmanship needed to deal with T-Mobile.
Settling with T-Mobile does nothing of the sort. Beating T-Mobile in court sets up precedence. And the amount of the settlement matters. It will be the most important thing in dealing with every other company SINCE a settlement sets no legally enforceable precedence. A settlement of less than $50 million with our biggest, longest infringer who has deep pockets and is able to pay means that we will roll over for pennies on the dollar if you use our patent, particularly if you are a smaller company. The only precedence it sets is how little we are willing to take.
It is folly to believe that a quick, cheap settlement with T-Mobile puts us in a better situation for the future. Especially considering that we do not have to invest another dime to get a larger settlement. I would venture to say that there are plenty of contingency lawyers willing to take this case. All it requires is patience and prudence.
Further, it is going to take time to get us off the grays. A quick settlement does not benefit the shareholder since the stock is not in a position to benefit from the PR. Many people and many brokers will not touch it.
Lets take some time and do this right, as it may be our ONLY chance to get it right. Lets have a plan that benefits the shareholders.
That is going to cost a pretty penny.
It is the deals that matter now. They will be the key to everything. All these nit-noid problems go away with $100M-$200M.
Has he refused to allow the CFO access to the documents? More importantly, are any of the documents that he has even relevant to getting us off the greys?
If those documents are the ONLY copies, then, you are right, it is the companies responsibility to provide them to him OR copies, not his responsibility to copy them and send them to the company.
I think this whole thing is a BS sideshow. What I want to know is, where is the final signed settlement agreement and how come Diac is not relinquished the 25% share he has registered with the USTPO? Do we have a letter of intent that is ironclad enough to allow Turinni to actually sign a deal with another company that does not guarantee that we have to pay 25% of the income to Diac?
If we actually need audited financials then we are going to need money to pay someone to do that. We need income, not more loans and not an Angel. Turinni is the ONLY person who can make that happen.
You are alleging that he is keeping them from the company. I have not seen anything that says that he is not allowing the company access to them. In addition, based on his position as an independent director on the audit committee, the company is required to provide him the documents, so I fail to see how anything he is doing is illegal.
That is the $100M question.
Has anyone seen a signed version of the final settlement. Nothing ever posted that I saw and the last 8K only indicates that an agreement in principal is in place.
"Calypso Wireless, Inc. ("Calypso") (CLYW) has announced that its Board of Directors and Drago Daic and Jimmy Williamson, PC have approved the settlement of the litigation pending in the 333 rd Judicial District Court of Harris County, Texas between Calypso, on the one hand, and Drago Daic and Jimmy Williamson, PC on the other. The settlement is subject to finalization of a formal settlement agreement that will vacate the prior December 8, 2006 judgment in favor of Drago Daic. Under the terms agreed to by the parties, Calypso will have the sole and immediate right to exploit the Company's patents and technical development rights in the United States and Mr. Daic will have the sole right to exploit the Company's patents and technical development rights throughout the rest of the world. In addition, Calypso will pay Mr. Daic 28% of the gross recovery (less specified expenses), if any, received by Calypso from its current pending litigation with T Mobile."
Since this 8K only reflects the intent to enter into a settlement another one is due out that reflect that the settlement is signed and a rough outline of the final terms or a statement that the deal has been signed, approved by the court, and is confidential. I am guessing that we have not actually worked out all of the details in the settlement.
Has the USTPO site reflected that Diac has removed his claims to 25% of the patent or his liens on the patent? When is management going to get this done. I suspect before the 17th.
I doubt anyone will actually sign a deal with us if the patent office still reflects that the patent is in jeopardy.
You will have to explain how that is. No one from management has ever said that they do not have access to everything they need to comply with SEC requirements, which I believe require two years of unaudited financial records. There have been allusions to the need for the records, and claims that Dave will not turn them over, but no one has ever alleged that Dave will not allow access to them, and all Kyle has to do is drive a few hours to see them. So you are going to have to explain to me how Dave is holding things up. All I see is smoke and mirrors.
I don't take things on fave value from any side. Certainly not from a series of posters that came out of the woodwork to make all sorts of allegations about Dave and those records. What is in those records that everyone is so afraid of?
I agree. To have a shareholder's meeting they would have to notify every shareholder by mail. I never received anything. i don't believe the SEC allows for constructive notice via a web site. This is just a forum, a chance for management to explain themselves.
It does seem odd that they want to do it at a hotel and all. It could be done via the internet or a call in with a moderator. The purpose of getting a limited number of people together in a room ... only those people who can afford the plane tickets ... is getting more and more suspect by the day. I cannot see any reason for it, why waste the money?