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To paraphrase "Animal House:" "You trusted them. You f(*&$d up."
Only if in keeping your company from making $10/share on your 20M shares you are getting $25/share under the table to keep the patent locked-up until it expires. We are talking tens or hundreds of billions of dollars worth to infringers here. What's $500M?
I didn't say the patents are worth only $500M at auction. I'm saying that may be the top bid, and the top bid gets it. The phrase "pennies on the dollar" comes from auctions. It makes one more ready to believe that the kicks-back the company officers are probably receiving are so large that losing money on their CLYW stock isn't a big consideration.
Because without a meeting, they cannot get the vote they need via a blind proxy number from the dummy shareholders. If they do not have a meeting, the shareholders with the majority must identify themselves in writing, with a copy to the SEC (blind owners become public info).
Cougar6: you're a lawyer, I believe. What would it take to force CLYW to release a complete list of shareholders?
>>Unless otherwise provided in the certificate of incorporation, any action required by this chapter to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock
BZZZTTT! This would require the "dark" stock controllers to identify themselves, with a cc: to the SEC. You've answered your own question.
>>Someone should probably sue them.
That would mean suing themselves since at least 85% of the shares are controlled by the crooks. And a hat tip to whomever explained how suppressing the patents benefits the infringers, who are most likely rewarding CLYW "management" through a back door. Why get money from the patents if you can get more money, faster, from making sure they are not enforced?
>>Sure they may only have to give 10 days notice, however one would think it would have been posted on the company website for notice of shareholders meeting.
HAHAHAHAHAHAHAHAHAHAHA!! *wipes eyes* HAHAHAHAHAHAHAHAHAHAHAHA!!
Yes. My broker -- who owns CLYW shares -- recieved the proxy officially from CLYW. It's literally in the mail.
Let me make a prediction.
Given: management controls 75% of CLYW shares. Add Daic, 85% of the shares.
Given: Dave will be ousted in December.
Given: Dave has the power to oust the BOD by having a receiver appointed by the court.
Likely: company is dissolved to pay creditors and the patents are auctioned. AT&T gets them.
Unknown: what shareholders will get after the auction. If patents bring $500M, shareholders get $2.50/share, minus paying creditors. Not too bad.
Comments?
>>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.
Yeah. Too bad we cannot -- short of receivership -- remove them because they secretly own or control most of the shares. Bummer, huh?
Wonderful advise. Now, just how are we to 'get off our asses' and 'do something'? Please be specific. Include time tables and money required.
Accepting your premise, there is no point in shareholders doing anything because management is a group of professional criminals that has successfully run amok for the past eight years with no end in sight, and shareholders are powerless to remove them short of putting the company into receivership. Is that a fair summary?
Everyone seems to be willfully ignoring a question I have posed. Where are the majority shareholders? If I had millions or tens of millions of shares I would have been raising hell with the BOD for years. Instead ... silence. People, most of the company shares are owned -- or controlled -- in one way or another by the company officers, past and present. They have no desire to move the company forward until they have driven the rest of us out of ownership. The real scandal is the likely unlawful ways these people have amassed most of the shares without declaring true ownership.
I have seen no written record of the "forum." Makes it very hard to go to the board of bar overseers and demand action against allegedly criminal lawyers. Maybe this lack of a forum transcript can be brought-up at the Dec. 15 meeting.
Under Texas law, notice is required only within 10 days of the meeting. That would be by December 5.
I vote we rename Calypso Wireless. How about "The Flight of the Phoenix"?
Whatever Dave Williams is, he's no friend of the shareholders. His private war with the board has stopped the company from getting anything done. It's all Dave, Dave, Dave. He clearly doesn't give a crap about us, only "punishing evil board members." This is sociopathic behavior. He can also put the company into receivership, after which AT&T buys the patent at auction for 5% of what it would have cost them in royalties.
On the other hand, Turrini et al are clearly crooks who I'd bet a day's pay are being back-pocket funded by the infringers.
The problem is whether we are willing to wait X more years for a fair resolution after we fire the BOD.
The announced alleged settlement wasn't going to get through the board anyway. A worse settlement would be DOA not to mention having caught the company in a lie in the 8K.
>>Anyone figure out where the money came for this meeting, considering they never had the money to do this before.
Good point. Increases the possibility that Turrini, et al, have been getting back door payments from infringers.
>>Also, once the meeting is started is the agenda open? Can a motion be put before the shareholders to have Turrini and Pierce removed?
Talked to my broker. Answer is no. Only the item listed can be discussed and voted upon. Turrini was very careful.
>>Does anyone have information on the rules on a quorum?
The majority of those _voting_ need to be for removal. No vote, your shares don't count.
Devil's Advocate.
Firing Dave would break the deadlock and allow the BOD to do SOMETHING. It can be argued that this alone is a good thing vs. the paralysis we have enjoyed since 2004. 2004!! Yes, Turrini has proven himself to be a liar, but no one says he's stupid.
Like Wimpy says, "I'll gladly pay you tomorrow for a hamburger today." Many shareholders feel it is better to get something today than maybe something bigger far down a dirt road obscured by lightening and hail.
>>The bottom line is this, as soon as kyle got on the board, desmond went after plaintiff to undermine dave williams, this is recorded on this message board these are the facts, if anyone here says that this is because of dave willims being an azz, look again at how plaintiff came at desmond aka droy
Link, please.
All this talk of Turrini's alleged crimes and convictions and punishments yet you not once have actually listed these events or linked to them. That's just noise.
I was wrong. Notice must be given not less than 10 days nor more than 60 days for a Texas corporation.
=======================================================
"Art. 2.25. Notice of Shareholders' Meetings
A. Written or printed notice stating the place, day and hour of the meeting, the means of any remote communications by which
shareholders may be considered present and may vote at the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days nor more than sixty (60) days before the date of the meeting, personally, by electronic transmission, or by mail, by or at the direction of the president, the secretary, or the officer or person calling the meeting, to each shareholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the share transfer records of the corporation, with postage thereon prepaid."
LOL!LOL!
I believe a proxy notice requires a 60 day minimum notice. This whole thing smells bad.
Now I'm REALLY upset! Why does Chulak get its mail before New England?
For a meeting in less than a month and most shareholders have not yet received anything? Sounds mighty unlawful to me, pardner, and the sheriff is takin' a close look...
So, if I get the alleged notice of a meeting which is almost certainly unlawful, I should vote a certain way?
>>I suspect that I will also be receiving, sometime in the near future, proxies from TD Ameritrade, Vanguard, and Charles Schwab.
Wonderful. I don't use any of them. Does that mean my shares don't count?
Please post the alleged proxy papers. Thank you.
You received proxy papers? How come no one else did? This "vote" will be illegal before it is taken.
Uh, vote on what? Has anyone actually seen the meeting announcement? In eight years I have not received one piece of mail from CLYW.
Well, that WOULD force Turrini, et al, to admit secretly holding tens of millions of shares each.
>>You might want to hold off writing that check until after December 15th.
You mean the alleged shareholders' meeting to oust Williams that was not announced at least 60 days ahead as required and cannot be legally held until the financials are completed and have been audited and all shareholders first notified?
http://navlog.org/tzone.wav
Then you must be thrilled about the alleged shareholders' meeting to oust Williams.
A stock transfer company cannot initiate a shareholders' meeting. Nor would they even necessarily be notified.
Strange only one shareholder has received this notice. Anyone else?
Nope.
There is a Facebook page at Fix Calypsowireless. Post anything you want there. They only censor foul language and threats.