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Theoretically, they can attempt to dump shares. Practically, not very likely. As mentioned in the original letter that I released, there were, and still are, on-going negotiations regarding the termination of the original agreement that was the means for bringing them into Michelex. Please note that I am not directly involved in those negotiations as I was not party to the original agreement (again, as noted in the letter that was released). IMO, if they dump their shares, it would seem that a negotiated settlement would not be possible and that the only recourse available to Michelex, its shareholders and individuals who were a party to the original agreement would be to commence legal actions against them. I doubt they want to go to court, especially over shares that are basically worthless.
Please note that the most recent tabulation of 'pledged' shares is now at 565 million shares. We will do everything possible to increase that number and to get consents for all pledged shares. However, please note that as soon as counsel for Michelex verifies 500,000,001 shares received via consent forms, he will file notification with that state of Utah that Messrs. Lacle, Syed and Saleem have been removed from the Board of Directors by the shareholders of Michelex. The effective date of their removal will be 10 days from the mailing of notices to the remainder of our shareholders.
Shares are verified for a given date (January 3, 2012 in our case). Any subsequent purchases are not verifiable.
I do. Thank you for checking and thank you for doing the 'sticky notes'. Your assistance is greatly appreciated, as is the assistance of all of the shareholders who have supported this process.
Consent forms totaling approximately 182 million shares have been received as of last night. Not a bad start (approximately 2/5ths), but let's get all the consent forms returned asap.
Thank you for your cooperation!
That is correct. Thanks.
Every night...will release figures in the mornings.
I have requested that the moderators provide a link to the consent form in the 'sticky' section above. I was able to reduce the 'Consent Form' down to one page which will simplify the process.
I have received approval for shareholders to scan their signed form and email it to me. I will then have to fax the document to counsel.
My preference is for those who have access to a scanner, please use it and do not send me scans.
Thank you for your cooperation and understanding.
Yes. Everything they think they can get away with. However, they have very limited options and they realize that they are being watched. I do not think it prudent to publicly acknowledge what actions we have taken to stymie any efforts on their part that might be detrimental to Michelex shareholders, but please know that we have taken steps to protect Michelex and its shareholders.
IMO, they realize that they will soon be removed from the Board of Directors, thanks to the efforts of shareholders like yourself.
If you have not contacted me, please do so.
Thank you for your consideration.
I got a laugh out of an email that I received this morning regarding one shareholder's effort to 'convince' associates to return the consent form asap. Here it is, though I've obviously redacted the name of the sender:
Guys,
I need you to fill out consent form and fax it to 732-845-3286.
EVERY SHARE COUNTS FOR THIS EFFORT SO PLEASE HELP OUT! Please confirm back with me that you have complied or I will hound you to death!
Thanks
Please refer to post # 3162 or contact me via email.
Sincerely,
Dino A. Sawyer
savemichelex@gmail.com
Dear Fellow Shareholders:
As you know, there is an on-going effort to remove Messrs. Lacle, Syed and Saleem from Michelex’ Board of Directors. The shareholder group that I represent currently has received pledges of support from shareholders holding approximately 537 million shares, which constitutes a majority of the outstanding shares of Michelex. We are now taking the next step in the process that will lead to the removal of Messrs. Lacle, Syed and Saleem. We believe this is necessary in order to save Michelex, and thus our investments.
Below is the ‘consent’ form that is being delivered to shareholders who have supported our efforts, along with the cover letter that explains what action will be taken on behalf of Michelex shareholders. If you have not yet decided to remove Messrs. Lacle, Syed and Saleem, please consider joining the majority of shareholders who have decided that it is in their best interest, and the best interest of their company, to do so. Remember, Michelex is a public company, and as such, it is the shareholders who determine who should run our company on our behalf.
Please contact me if you have any questions.
Sincerely,
Dino A. Sawyer
savemichelex@gmail.com
===================================
Dear Fellow Shareholder:
Currently, we are compiling consents from shareholders owning a majority of the outstanding shares of Michelex. However, we have decided not to call a shareholder meeting as it may take up to 40 days before the meeting could be held due to federal requirements regarding the notification process. Due to immediate concerns that Messrs. Lacle, Syed and Saleem may attempt to transfer or sell Michelex’ assets, we fear that calling a shareholder meeting would allow too much time for additional actions to be taken at the expense of shareholders. As soon as Michelex’ corporate counsel, Arthur Marcus, receives signed ‘Consent Forms’ from shareholders holding a majority of the outstanding shares of Michelex stock, he will file the appropriate documentation with the State of Utah. The effective date of their removal will be 10 days from the mailing of notices to the remainder of our shareholders. In accordance with Utah law, notification of the action taken will be mailed to all shareholders.
In order to expedite this process, the ‘Consent Form’ is attached to this email. Please note that you are not signing a proxy authorizing someone to vote your shares on your behalf, you are directly removing Messrs. Lacle, Syed and Saleem. In addition, you are authorizing the appointment of Mr. Venkat Kakani, Mr. Frank T. LaSusa and Mr. Dino A. Sawyer to Michelex’ Board of Directors. Brief bios for Messrs. LaSusa and Sawyer appear below.
The ‘Consent Form’ also authorizes that two additional board positions be created and allows the new Board of Directors to fill said positions until a meeting of the shareholders is held. We believe having two available positions will be crucial to our efforts to secure additional financing.
Mr. Kakani will remain as Pristine Pharma Corporation’s CEO. Messrs. Kakani, LaSusa and Sawyer will not receive any compensation for serving as directors of the company. Mr. LaSusa will use his best efforts to assist Mr. Kakani in procuring funding and contracts for Pristine Pharma Corporation, while Mr. Sawyer will focus on Investor Relations and issues relating to transparency.
Instructions:
1. Download the attached file (‘Consent Form’).
2. Sign your name on the ‘Signature’ line, then print your name and write in the # of registered shares owned in the spaces provided. Please note: You do not have to sign in front of a witness.
3. Fax the signed ‘Consent Form’ to the attention of Mr. Sawyer at 732-845-3286.
4. Please return via fax as soon as possible, preferably within two days of receipt. If you are unable to return the ‘Consent Form’ via fax, please contact Mr. Sawyer at: savemichelex@gmail.com
If you are unable to open the attached file:
Select or ‘highlight’ the ‘Consent Form’ as it appears below, ‘paste’ into a Word Document, print it, sign your name on the ‘Signature’ line, print your name and write in the # of registered shares owned in the spaces provided and fax it to the attention of Mr. Sawyer at 732-845-3286. If you need any assistance, please email Mr. Sawyer at savemichelex@gmail.com.
We realize that it is a bit of an inconvenience to have to print, sign and fax the ‘Consent Form’, and do so within two days of its receipt. However, the inconvenience of having to do so pales in comparison to the inconvenience of having an investment that is worthless. If we did not believe these extraordinary measures were needed, we would not request your assistance.
We cannot guarantee that even with a new Board of Directors and new corporate officers that Michelex will be successful. However, the status quo is unacceptable, and we believe that the best solution, and possibly the only solution, is to replace Messrs. Lacle, Syed and Saleem with individuals committed to making Michelex a transparent company that creates shareholder value.
Please contact Mr. Sawyer if you have any questions. Thank you for your consideration.
Sincerely,
Dino A. Sawyer
savemichelex@gmail.com
Glenn Pauly
Jiten Parikh
Melissa Smith
Robert Karbousky
Frank LaSusa, RPh:
Mr. LaSusa has 30 years experience in the Pharmaceutical Industry with extensive background and expertise in both the brand and generic markets. Currently he is the President/Owner of J.C. Marketing, a pharmaceutical consulting company. Frank is closely associated with the top executives of the three major drug wholesalers and a tier one drug retail chain in USA. He also served as a member of several trade associations including HDMA and NACDS. Prior to forming J.C. Marketing, Mr. LaSusa served as VP Corporate accounts for PAI Pharmaceutical Corporation, a liquid manufacturer where he was responsible for negotiating purchasing contracts with wholesalers and chains throughout the U.S. and foreign countries. Mr. LaSusa also held various positions throughout his career including Executive VP of sales and marketing at Prefil Corporation, now owned by Becton Dickinson, ENDO and Bristol-Myers, where he was responsible for the wholesale division of Apothecon, Bristol-Myers generic division. Mr. LaSusa’s product experience includes the following: Injectables, Liquids and solids. Frank is a graduate of Marquette University with a B.S. in Biology along with a Pharmacy degree from the University of Wisconsin~Madison.
Dino A. Sawyer:
Mr. Sawyer is the former Director of Human Resources for the Dartmouth Printing Company. Mr. Sawyer also held positions as the Sales & Marketing Administrator and Deming Coordinator. As the Deming Coordinator, Mr. Sawyer successfully changed the corporate culture by implementing the Statistical Process Control and Total Quality Management techniques of Dr. W. Edwards Deming. Mr. Sawyer managed the training of the entire workforce (250+ employees) and implemented and oversaw the creation and development of Process Improvement Teams throughout the entire company. As the Sales & Marketing Administrator, Mr. Sawyer assisted the V.P of Sales in implementing a ‘Consultative Sales’ approach that was employed by the national sales force. While in graduate school, Mr. Sawyer was a Research Assistant with the University of New Mexico Institute for Public Policy where he managed the operational component of a DOE research grant and served as liaison to Sandia National Laboratories (SNL). Subsequently, Mr. Sawyer served an internship with SNL in which he assisted with design of community education programs and conducted public Q&A forums. Mr. Sawyer was then fortunate enough to take on the role of primary care-giver for his two children and his late mother. During this time, Mr. Sawyer began to focus on micro-cap investing. He has been investing in micro-cap securities for over twenty years and is very familiar with the OTC market. As many of you know, he is a staunch advocate for public companies being operated in a transparent fashion. Mr. Sawyer is a graduate of the University of New Mexico, with a B.S. in Economics.
=============================
WRITTEN CONSENT
IN LIEU OF A SPECIAL MEETING
OF THE SHAREHOLDERS OF
MICHELEX CORPORATION
The undersigned, being the shareholders holding at least a majority of the voting power of Michelex Corporation, a Utah corporation (the “Company”), do hereby consent to, approve and adopt the following resolutions and the transactions contemplated thereby by written consent in lieu of a meeting pursuant to Section 16-10a-704 of the Utah Business Corporation Act and in accordance with the Bylaws of the Company:
WHEREAS, the undersigned shareholders of the Company and certain members of the Company’s Board of Directors have determined that it is in the best interests of the Company to immediately remove Sabir Saleem, Midhat Syed and Albert Lacle as directors of the Board (the “Removal”);
WHEREAS, the undersigned shareholders of the Company hereby vote to increase the number of Board of Directors to five (5) and elect Dino Sawyer and Frank LaSusa to serve as Directors of the Company to fill the vacancies created by the Removal. The remaining vacancies shall stay unfilled until suitable new candidates are chosen, and the existing Directors are authorized to Co-op new Directors by majority OF Directors vote until the following annual meeting of shareholder is held.
WHEREAS, the undersigned shareholders of the Company hereby vote to ratify the Board’s appointment of Venkat Kakani to the Board of Directors as of November 30, 2010
NOW, THEREFORE, the undersigned believing it is in the best interests of the Company, it is hereby:
RESOLVED, that the Company shall be authorized, and it is hereby authorized, to remove Sabir Saleem, Midhat Syed and Albert Lacle as directors of the Company; and it is further
RESOLVED, that Dino Sawyer and Frank LaSusa are hereby elected as directors of the Company to serve until the next annual meeting of the shareholders.
RESOLVED, that Venkat Kakani’s appointment as Board of Director as of November 30, 2010 is ratified and Venkat Kakani is authorized and directed to execute and deliver on behalf of and in the name of this Company all documents and instruments and to make any such filings with the appropriate entities as may be determined by such officer to be reasonably necessary to accomplish the purposes of these resolutions and to do all other things and acts which any such officer may determine to be necessary and appropriate to carry out the purposes of these resolutions; and it is further
RESOLVED, that Venkhat Kakani is hereby authorized and instructed to commence an investigation into the activities of Sabir Saleem during his tenure as a Director of the Company; and it is further
RESOLVED, that the action taken by this Consent shall have the same force and effect as if taken at a meeting of the Company’s shareholders, duly called; and it is further,
RESOLVED, that this Consent may be executed in counterparts, each of which shall be deemed an original and all of which, when taken together, shall be deemed one and the same document. This Consent may be executed by facsimile signature.
IN WITNESS WHEREOF, the undersigned, representing a majority of the voting power of the Company, consent hereto in writing and direct that this instrument be filed with the minutes of proceedings of the shareholders of the Company.
___________________________________________
Signature
Please Print Name of Shareholder:_____________________________________________
# of Registered Shares Owned:________________________________________________
Moot point. The preferred shares do not exist.
Often, the scenario we are discussing (i.e., persons holding 'shorts' are allowed to vote those shares) occurs. I believe that if a company is on top of the situation, works with the transfer agent and monitors the voting, the likelihood of having 'extra' votes is greatly diminished. It is my understanding that much depends on the brokerage firms that are involved. Remember, the shares of persons who trade via brokerage firms (e.g., E-Trade, TDA, etc.)are held in 'street name' and it is the shares held in street name that are 'borrowed' for short trading. FYI, individuals can contact their brokerage firms and go through a process in which those shares are not allowed to be 'borrowed'.
Again, I would need to verify that everything stated above is 'accurate' (often-times, it is hard to definitively state that 'this is how it works 100% of the time') However, I'd like to table this discussion for now as our sole focus should be on removing Messrs. Lacle, Syed and Saleem from the BOD, and I do not believe we have to worry about extra votes coming from those holding 'short shares'. If it's okay with you, let's revisit this issue in the future.
In theory, the registered owner for a given date is the person who can 'vote their shares'. In theory, this would be the person who is 'long' or the original purchaser/owner. The person holding the 'shorts' is not supposed to be able to vote those shares. Over the past few years there have been 'issues' regarding whether the rules are being followed (e.g., those in possession of the shorted shares have voted, though they should not be able to). The industry needs to figure out what they are going to do about it. In the case of Michelex, it's basically a moot point at the given time.
Bottom line, you will be able to vote the shares that are listed for you.
Hope this helps a little bit.
Unfortunately, every other shareholder is in the same situation. Hopefully, the situation will begin to change in the very near future.
I am hopeful that we will be successful and that Michelex, via Pristine Pharma Corporation, will at least have an opportunity to succeed. No one can guarantee that even with a new Board of Directors and new corporate officers that Michelex, or any investment for that matter, will ultimately be successful. However, there's only one way to find out; remove the existing board and replace them with individuals who believe in transparency and providing Pristine Pharma Corporation with timely and sufficient funding.
Please feel free to contact me if you ever have any questions.
Thanks again for your support. I will continue to provide updates on the I-Hub board and I will contact you via email when we send out the proxies.
Sincerely,
Dino A. Sawyer
savemichelex@gmail.com
Even if he did put out a PR, why would anyone believe it? Fool me once, shame on me.....
Kinda like the Captain of the Titanic saying that after he uses a bucket to bail out the water, he'll worry about about putting the hull back together!
There will be some attorney's fees and marginal fees for needed records. We have sufficient funding and/or cooperation to do everything that is required.
We need as large a cushion as possible, and I am actively working on that, as are others.
Sincerely,
Dino A. Sawyer
savemichelex@gmail.com
534.6 Million Shares and Counting. If you have not yet joined your fellow shareholders in our efforts to save Michelex, and thus your investment, please consider doing so.
If you have any questions, please contact me.
Sincerely,
Dino A. Sawyer
savemichelex@gmail.com
Just got back home this morning. I have received your email and just replied.
Thank you.
Sincerely,
Dino A. Sawyer
savemichelex@gmail.com
In the case of Michelex, Messrs. Lacle, Syed and Saleem can not increase the AS. Reporting to the SEC that they have increased the AS does absolutely nothing except provide evidence of securities fraud.
The SEC does not issue shares, the transfer company does. Colonial Stock Transfer would have to actually issue the shares and Colonial Stock Transfer will not do that without verification. Colonial Stock Transfer is aware of what is going on. Transfer companies are heavily regulated. Colonial Stock Transfer is not going to put themselves at risk. Colonial Stock Transfer is not going to issue shares without the approval of the corporate attorney and the corporate attorney knows that Messrs. Lacle, Shah and Syed do not have a majority of the votes.
In order for that to occur, Messrs. Lacle, Syed and Saleem would need to actually have a majority and it would need to be verified. Typically that is done by the corporate attorney. In your example, shareholders are not watching and/or are apathetic. In the case of Michelex, shareholders are watching, the corporate attorney is watching and Colonial Stock Transfer is watching. Messrs. Lacle, Shyed and Saleem may be unethical but I doubt that they would be stupid enough to try to pull off what is suggested. That would be an open and shut case of Securities Fraud. Mr. Magoo could be the prosecutor and win that case.
FYI:
I will not be able to post messages, reply to messages, answer calls, etc., until later this evening (probably 9:00 PM EST). However, I will reply to all messages ASAP.
Thanks in advance for your patience and understanding.
Sincerely,
Dino A. Sawyer
I do have a meeting to attend. I will be back after 9:00 PM EST
They can not do that. That requires a meeting of the shareholders, which requires that specific procedures be followed regarding notification and timing of meeting. In addition, they would need to hold a majority of the votes after going through all that. THEY CANNOT INCREASE THE AS!
Over 500 and we want to have a big cushion to account for those who change their mind, lose their proxy, are 'plants', etc..
They can not do that. That requires a meeting of the shareholders, which requires that specific procedures be followed regarding notification and timing of meeting. In addition, they would need to hold a majority of the votes after going through all that. THEY CANNOT INCREASE THE AS!
FYI:
I will not be able to post messages, reply to messages, answer calls, etc., until later this evening (probably 9:00 PM EST). However, I will reply to all messages ASAP.
Thanks in advance for your patience and understanding.
Sincerely,
Dino A. Sawyer
Too late to become the 'theoretical hero' who put us over the top. However, you still can be a hero. Invariably, some people will change their mind, lose the proxy statement, etc. We need to make sure that we have a very large cushion. Michelex shareholders can leave nothing to chance; the value of your shares depends on it. We will be mailing and cold-calling share-holders over the next few days. We will not stop until we are sure that we have every share that we can get!
Thank you to all of you who have stepped up to the plate and decided to do something, really do something, besides posting a gripe on a message board. To those who have not yet decided to support your fellow shareholders, please join us.
Sincerely,
Dino A. Sawyer
savemichelex@gmail.com
Bingo!
Thank you. I just sent you a reply.
492,121,806
tick-tock
tick-tock
HARR wrote:
If Sabir Saleem was CEO on November 30, 2010, why wasn't that fact or his background included in the Dec. 20, 2010 news along with Lacle and Kakani? Ever seen Saleem's background or a quotation in news? Why not?
Rest assured that we are going to get as many shares as possible. However, once we have verified proxies totaling at least 500,000,001 votes, immediate action will taken on behalf of the shareholders of Michelex.
Thanks to all who have supported the shareholder initiative to save Michelex. For those who haven't, please consider doing so. Quite honestly, I cannot fathom why anyone would choose to support Messrs. Lacle, Saleem and Syed rather than support Michelex by having a board that is committed to transparency and the provision of timely and adequate funding to Pristine Pharma Corporation. I think the evidence, whether one considers it circumstantial or not, is pretty clear that Michelex shareholders have been misled and probably have been the victims of a scam (have been, IMO). Why anyone would want to give the people who did the lying and scamming another chance is beyond me. However, I recognize that each individual investor must make their own decisions regarding what they believe is in their own best interest.
I sincerely hope that whatever the outcome is, it will benefit all Michelex shareholders.
Sincerely,
Dino A. Sawyer
savemichelex@gmail.com