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Let me see if I understand this. Turinni admits that Dave is conducting an investigation. Sosa posts that independent directors who fail to do these type of investigations get sued by the SEC for not doing there job:
"SEC Enforcement: Spotlighting Outside Directors.
In an action filed February 28, 2011, the Securities and Exchange Commission (SEC) charged three outside directors of a public company with securities fraud based on their alleged failures to fulfill their roles and responsibilities as Board members. The SEC contends that by their actions and inaction, the outside directors – Jerome Krantz, Cary Chasin, and Gary Nadelman – facilitated and assisted in a massive accounting fraud at DHB Industries, Inc., a body armor supply company. The SEC identified the directors' failures as: failing to maintain independence and skepticism; neglecting to ensure adequate financial controls and addressing weaknesses; ignoring concerns and complaints brought to their attention; and allowing management to control investigations of potential problems. This action comes less than a year after the SEC charged an outside director and audit committee chairman of infoUSA Inc., Vasant Raval, for failing to respond to red flags about that company's financials.
These cases signal the SEC's emphasis on the important role of outside directors and a new willingness to prosecute those directors who disregard or neglect their duties. Although the facts set forth in the complaint suggest a pattern of egregious inattention and recklessness not typical in the boardroom, the allegations against the DHB directors can provide lessons to all outside directors of public companies and those corporate executives working with them."
Dave is unwilling to turn over the only copies of documents that could show management was negligent and/or criminal to the management who might be negligent and/or criminal, and everyone wants to attack Dave. interesting.
Has anyone asked the pertinent question, "does the company currently have enough financials to complete the required SEC filings to get us off the greys?" As opposed to the bait-and-switch question, why doesn't Dave give up the financials. I think Sosa provided you the answer to why Dave does not want to give up the original documents, he does not want to be sued by the SEC for NOT DOING HIS JOB.
Since it is his job it would appear incumbent on the company to provide him these documents, not incumbent upon Dave to provide them to the company. Who has the duty to give what to who.
Just wanted to say that I am still around. Start of a new semester, so the day job is keeping me busy. GLTA.
Anonymous Angel Investor? Talk about straining credulity. We would have to give them a percentage of the patent.
"For every dollar that an angel puts into a company, he or she would like to take seven dollars out, after taxes, in seven years"
This is what an Angel expects in return for their money.
http://sbinfocanada.about.com/od/financing/a/angelinvestor.htm
If you are believing in Angels you might as well expect the faeries to come in and fix everything for us. It is a fantasy. Someone is going to have to come up with real money to make this happen, which means that they have something to say other than things that could be said in a PR. Something is brewing.
If not, if all they are going to do is tell us stuff we alrady know and they got an angel in, then they ALL need to be fired.
Assumed as much, but could not be sure. Interesting. Could mean that Pattin is back in with management. Maybe THAT is what they are going to announce. Have a great, and safe, weekend.
Exactly where we should be looking to go. AMEX probably. Believe it has the lowest share price requirement. Then we can have forums and bring in the institutional investors - where the REAL money is.
Another odd thing. Hypothetically speaking, if Williams is selling shares to pay for the audit how are they paying for the forum? Can't be cheap for the room and all not to mention what it costs to fly attorney's all over the place (wonder what THAT looks like on a hourly rate) although to be honest I would expect them to call in rather than appear in person. The company has no funds and what it has needs to be spent on getting us off the greys. Maybe he is paying for the forum.
Actually leans toward there being something to announce. Makes no sense to hold this thing if there wasn't. You could do it all with a PR or a teleconference. Why bother to get everyone together in a room like that unless there WAS something worth talking about. These "investor forums" are to catch the eye of investors. Bring in fresh money. Are we really ready for that? Very curious.
Except Ms Pierce lost her status as an independent director when she took a management position. Now there are only two.
Can't believe that it is a done deal. Even if it was, unless it was very lucrative, we would need to revisit it after seeing the outcome of the state court case. We have nowhere else to go now - we need to maximize this claim.
That being said it might explain all the hubbub lately - disagreements on how to divide the spoils and all. Would explain why there are so many attacks on Williams since he is on the compensation committee.
But it would make Williams' sale all the more curious.
Quote from the filing:
"Mr. Williams is a shareholder of Calypso Wireless stock and is an Independent Director as defined by the SEC and will serve on the Board's Audit and Compensation Committee as well as on the Governance and Nominating Committee."
http://sec.gov/Archives/edgar/data/719729/000071972909000004/calypso8k052209.htm
"They" being the independent directors on the audit committee? I wholeheartedly agree.
Clearly you are not keeping up. See post 47240.
An observation made by connecting the dots. Sosa says it will take about $30K to do the financials. Dave sells stock receiving roughly 30K. EVERYONE claims that Dave has the financial records. Make your own conclusions.
Interesting though that, if this is right, it seems like a lot of people don't want an independent review of those records.
I think I can defend myself, thank you. I don't make accusations, I make observations. All of my observations are based on public record or things I can find on Google. Granted, sometimes I can't remember exactly where I read it (case in point, that T-Mobile had access to our technology for years), but it is always information that anyone with a little time and the internet can find.
Case in point, you stated that it was illegal for independent directors to have the financial records - information from your attorney. My observation is that you need a new attorney. Independent directors SHOULD have access to the records according to the SEC and SOX.
"Effective oversight of the financial reporting process is fundamental to preserving the integrity of our markets. The board of directors, elected by and accountable to shareholders, is the focal point of the corporate governance system. The audit committee, composed of members of the board of directors, plays a critical role in providing oversight over and serving as a check and balance on a company's financial reporting system. The audit committee provides independent review and oversight of a company's financial reporting processes, internal controls and independent auditors. It provides a forum separate from management in which auditors and other interested parties can candidly discuss concerns. By effectively carrying out its functions and responsibilities, the audit committee helps to ensure that management properly develops and adheres to a sound system of internal controls, that procedures are in place to objectively assess management's practices and internal controls, and that the outside auditors, through their own review, objectively assess the company's financial reporting practices."
http://www.sec.gov/rules/final/33-8220.htm
It would appear that SOX requires whichever non-management member of the board to have access to the records to be able to work with an independent auditor. At least that is the way I read it. Feel free to make your own observations.
If it is true then the whole lot need to be replaced.
Even if he did, you are alleging that management never asked for them in over four years when management was responsible for the filings with the SEC.
The reason that we are on the greys is because management did not take the time to get them from Williams?
That is a matter of the way you look at it. Who paid the attorney's fees so we could sue Diac to keep the patent after he tried to take it.
Dave has more personally invested in this company that most, certainly more than management. Plus you are claiming our management never had the records. In the last four years they never asked for them? Waited until now?
Possible, but if that is the case then the whole lot needs to go.
He also has substantially more shares than management, so management has more interest in getting a few million dollars for themselves than in increasing the value of the company. I SEE A HUGE CONFLICT OF INTEREST.
We could play these games all day. Still not believing management advocated their responsibility the way you are alleging.
You are alleging that Turinni is incompetent in a huge way. Even you cannot believe that.
A lot of people seem convinced of it.
In any case, you can vote him out as soon as we have a shareholders meeting.
And how do you come by this information? Which insider are you, cause only an insider would know what you are alleging to know.
OK, so what you expect me to believe is that, in his entire time since he was reinstated with the company, Turinni, our sole manager and CEO, NEVER HAD THE FINANCIALS!!!
Not buying that one.
OK, so that means either (a) they have them stored somewhere and are in the process of retrieving them or the more unlikely(but apparently oddly popular answer) (b) Dave is the custodian, which would mean that management gave him the records and is complicit in a crime.
Yeah, there you go.
Unfortunately with Calypso you often have to connect the dots on your own because there is a wealth of information and opinion out there. I agree with Occam's Razor, the theory that requires the least number of inferences is probably right.
For me to believe that Dave is in the sole possession of the only set of financial records for the company AND he refuses to give them up (or at least copies of them) when asked by proper authority requires a huge amount of inferences.
If Dave wanted to destroy the company he could have done it a multitude of times over that last few years. All he needed to do was cash in his "have shareholders meeting now" card. He did not. from what I understand he has loaned the company a substantial sum of money, something none of the other BOD have done. I will acknowledge his hatred for Diac (and Pattin), and I will acknowledge that his hatred probably clouds his judgement at times. But I cannot begin to assemble the number of inferences that would be required for me to believe that he would intentionally destroy the company now not to mention the number of inferences I would have to make about management and not only their inability to keep track of the records but their bold face lie that the CFO has them. Not buying it.
Dave might force management to do their job, jump through all the hoops and guarantee that they don't misplace the records again, but not destroy the company.
From Turinni himself:
Recently Mrs. Kyle Pierce was elected as Interim Chief Financial Officer and immediately began to bring great value to the company. Among many accomplishments, Mrs. Pierce is responsible for the hiring of SEC counsel and for the ongoing maintenance of many company records, including the financial data. Mrs. Pierce was also able to restore services with the company’s stock transfer agent, Continental Trust & Transfer with minimal cost.
Note the word "ongoing", indicating that he transferred them to her or at least that she has them now.
Wouldn't matter, not his responsibility. As CEO Turinni is responsible to keep track of the company records, not an independent director. Now, as CFO, the job falls to Pierce.
You really expect me to believe that Turinni "lost" the records for the last two years, which is all we need to get off the greys. I may not believe Turinni is as strong a leader as I would like but I don't believe he is stupid.
Why would Dave Williams even have the financials? Christian has been with the company this whole time. I am sure, as the CEO, he has them. The PR indicated that he gave all that to the new CFO. She just needs to get them straight and that is going to take some time. People need to take a breath. Management will get this.
Would be a serious breach of fiduciary duty if he failed to keep track of them. Seriously doubt that is the case. Turinni is not that incompetent.
Not sure how much can be read into "Legal Presentation- Patent Litigation Strategy by Paul Storm". Also interesting that order of presentation is patent litigation before settlement litigation. Logically, you would want to set the stage for the patent litigation by explaining what we actually got out of the state settlement.
It is hard to analyze the business plan without the information provided in the three other presentations. Actually, I would almost reverse the order: State Settlement brings us to where we are now; Technical Presentation tells us what we have and sets the stage for; Patent Litigation which tells us where we stand on patent validity and infringers, and finally; the Business Plan brings it all together, explains how we maximize infringement actions versus licensing, and explains the way forward. Also sets up management for the Q&A at the end.
Of course, this is just a "method".
To me his appearance is HUGE. I would assume he would talk to value and licensing but I really don't know. Just great to hear that he is willing to come. Adds a level of third-party credibility. Management has to be there, attorneys are getting paid to be there, Sharma is there because he wants to be there (Lord knows we can't pay him).
It may have, but I was never able to find out how much research Acadia did on the validity of the patent.
Sosa is right. Even if any of us felt that we had the background it would require a ton of research on the specifics of the patent.
I have always relied on the fact that, at one time a company by the name of Acadia was willing to buy the rights to patent for $5M plus a percentage of the profits made. Acadia made its money doing patent litigation. I had always assumed that they had reviewed the patent and had decided it was a good risk if they were willing to front that kind of money, but I have been informed since that it is not clear at what point in the negotiations that deal died. I cannot confirm that they did the due diligence on the patent and therefore determined it was legitimate. Even so, it would not mean that it was really valid, only that they felt that it was worth the risk to litigate that it was. I suppose nothing is legitimate till a judge says it is.
Sorry.
Agreed. My guess is we will hear that we have a new attorney at the forum. Would like people to realize that the move back to the courtroom is a GOOD thing.
We have a long way to go. Looking back is not going to change anything. As long as we have a plan. I believe that is what the company is going to tell us. Just hope it does not send people running for the doors because it is still going to take some more time.
My fault ... no worries.
Did you really expect them to say "gee, we forgot to pay you millions of dollars, no problem, here is your money"? Attorney's get paid to come up with defenses. If they can't claim they are not using the technology the next best thing is to say that your patent is invalid. Remember, their first defense was that not all the parties of interest were attached to the case so it must be dismissed. Technicalities ... a good lawyers bread and butter.
If we get a contingency lawyer who is willing to take this to the end it will settle quickly. If we put up no fight, it will also settle quickly ... for fractions of a penny on the dollar.
We might also want to consider getting a declaratory judgment on the validity of the patent.
True, which is why the AMOUNT OF THE SETTLEMENT MATTERS!!! If the T-Mobile settlement is low there is no incentive for them not to take us to court. On the other hand, if the T-Mobile settlement is HUGE then other infringers are likely to think twice about going to court particularly if we offer them a reasonable licensing deal.
Doesn't change the fact that the settlement only affects T-Mobile. Any other company can raise the exact same claims. A settlement does not preclude others from raising invalidity as a defense UNLESS the court decides the issue.
A settlement does not even preclude T-Mobile from later claiming the patent is invalid unless the language of the settlement expressly includes it.
Baseload Energy, Inc. v. Roberts, Case No. 2010-1053 (C.A. Fed., Sep. 9, 2010)
"Baseload Energy, Inc. (“Baseload”) sought a declaratory judgment that U.S. Patent No. 6,781,254 (“the ’254 patent”) owned by Bryan W. Roberts (”Roberts”) was invalid and unenforceable. On summary judgment, the district court held that the terms of a 2008 Settlement Agreement (the “Settlement Agreement”) barred “all claims between the parties,” including the present action. See Baseload Energy, Inc. v. Roberts, 654 F. Supp. 2d 21, 27 (D.D.C. 2009). We reverse, because we conclude that the language of the Settlement Agreement did not release either claims of infringement of the ’254 patent or the accompanying defenses of invalidity or unenforceability.
https://www.judicialview.com/Court-Cases/Patent/Patent-Claims-Not-Precluded-by-Settlement-Agreement//48/14207
If you really want more info:
http://heinonline.org/HOL/Page?handle=hein.journals/aiplaqj15&div=19&g_sent=1&collection=journals
A settlement DOES NOT set a precedent for anything.
See post 47004
We don't have a "precedent" in a settlement, you have a precedent with a win in court.
T-Mobile never denied that they are using the technology. As I recall, they used what is known as an affirmative defense. In essence they said "yeah, we are using your technology, but you have no power to enforce it because your patent is no good". Don't remember all the reasons they gave. My guess is those reasons were what was behind DSU's rant.
In any case, a settlement will not decide that the patent is valid, only a court decision that the patent is valid can preclude any other infringer from raising the exact same defense.
Being on the greys certainly makes any pattern analysis of stock sales impossible and has to wreak havoc with the chartologists in the crowd. Other than showing that we failed to make filings it does not have much to do with the intrinsic value of the company.
None-the-less, the old adage is "buy on the rumor, sell on news". If one is to wait for the news on the 17th then they are behind the power curve. That means one has to glean data from whatever source may provide additional legitimate information on the status of the company.
If that were the case Williams would not be able to buy nor would Walsh be able to sell since both were in possession of information on the status of the T-Mobile negotiations last year.
Sorry, but BOD trading activity is ALWAYS a good barometer of their confidence in the company. That is why the SEC changed the rules on reporting those trades from 10 months to the second business day following the trade.
Nothing is stopping anyone from buying. Is it important - yes. Is it the final word - no. It is only another bit of information people can use to analyze the stock.