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There never was a way to monitor trading between individuals. Nothing there has changed.
The stock spiked in September because of news regarding TM settlement. SEC suspension, first, mistates the date (Sept. 2011) and then goes on to ignore the event. Incompetent work. Smells of Daic's operatives. If CLYW is shut-down, Daic can simply gobble- up the patents. OTOH, BOD has utterly failed regarding required filings. Needs to be replaced.
"WELCOME TO THE GREY SHEETS INFO BOARD! My intent here is to create a central board for discussion on what the new Grey Sheet rules will mean to all of us in OTC and Pink Stock land. It makes little sense to have hundreds of posts scattered all over ihub. Lets leave this board for info only - NO pumps and NO dumps - just useful and timely information on how we may protect ourselves and how we may profit from unforseen opportunities.
KNOWLEDGE IS POWER, so lets get to the bottom of this. This Grey Sheet info taken borrowed from Lance... Grey Sheet info....companies that fail to have the following registration on feb 15 will begin trading on the greys and will be delisted from the pinks... Since a Pink Sheet Stock is not registered, its registration can not be revoked....there is none!!!!!!!! Market Makers are warned, pursuant to 15c 211 not to publish a quote for the security without reviewing its information statement/clarified information statement
Other OTC or otherwise known as the "GREY Market" is the trading of a security that is not listed on any stock exchange or quoted on the Pink Sheets or the OTCBB. Other OTC trades are however reported to the NASD so investors can still track price and volume, however bids and offers are not collected in a central spot so Best Execution of orders is difficult."
To all the message board members who said that a pink sheet company does not have to supply this data... BRAZZKTT! (that's the raspberry).
Fraud is not mentioned.
"Calypso Wireless is a Delaware corporation based in Texas. Questions have arisen regarding concerning the adequacy of publicly available information about the company."
i.e. What we have been talking about on this board since last year. This should make the BOD crap a brick and then get the information filed. Finally. I also suspect Daic's hand in this.
Short version: because the BOD has not made any required filings, the SEC gas halted trading. I was afraid of this and have said so. One notes that CLYW is just one of several dozen companies to be hit by this suspension. Yhis may, in fact, be good news if the SEC has gotten wind of a pending settlement, which would necessarily make the price jump.
Once again, Calypso's technology seems immune to this latest technology problem. GPS will NOT be shut-down. Wireless companies are going to have to find a solution, such as CLYW's patent.
MORE...
Thirty years ago the Global Positioning System (GPS) dramatically improved the way the world communicates by using broadband spectrum to signal precise location information. However some receivers manufactured to capture these signals also capture the new broadband network’s signals creating the possibility of interference. The GPS industry has used this issue as a basis for a campaign to block further development of this new network.
The Federal Communications Commission (FCC) has supported the development of the new 4G-LTE network integrated with satellite coverage as a way of significantly expanding broadband access across the country and has noted that the GPS industry knew about the network for almost a decade but did nothing to adapt its receivers. Still the FCC has tried to support the continued development of both systems in the hopes of seeing them coexist.
The FCC created a working group of representatives from the GPS industry, wireless operators and government agencies to test for possible interference issues and identify ways to resolve them. While both sides have participated in the FCC-led process, the GPS industry has continued to expand its campaign to block the new network altogether.
If the GPS industry succeeds in blocking the development of the first ever nationwide 4G-LTE network integrated with satellite coverage it will be a huge set back for innovative efforts to increase productivity and further grow our economy to create jobs. We have successfully integrated different technologies before and we can do it again.
Rather than using litigation and political influence to resolve technical challenges, we should once again rely on market forces in combination with pro-growth government policies. In this case that means both industries should commit themselves to work together with federal agencies under the FCC’s leadership to assess any potential problems and identify solutions.
In a highly competitive 21st century global economy we simply cannot afford to stifle innovation in the name of protecting the status quo. We must find ways of successfully integrating each technological revolution with the next.
Sanjiv Ahuja is the chairman and CEO of LightSquared.
http://thehill.com/blogs/congress-blog/technology/164219-wireless-competition-
p.s. The FAA, in its continuing history of paralysis by analysis and making flying as difficult as possible, shut-down LORAN-C last year and wants to shut-down the majority of VORs and NDBs, leaving GPS the sole means of obtaining an aircraft's fixed position (a fix). Now, with GPS being revealed as ever more full of problems (such as wireless device pollution), they have nothing upon which to fall back. An investor in wireless technology needs to keep abreast.
<I>Looks like this makes CLYW's patent even more valuable.
===========================================================
Tests Show LightSquared Interferes With GPS
Testing has shown that a proposed national wireless broadband network system could negatively impact some GPS systems, or worse, and at least one company has already stepped forward to say they can fix the problem. LightSquared, which hopes to install 40,000 antennas across the country, may now face problems winning FCC approval that could also translate into additional costs for its primary financial backer. Meanwhile, a committee that advises air-traffic management policy believes GPS and LightSquared can be made to co-exist. And at least one company thinks it could offer an effective solution.
LightSquared's largest financial backer, Harbinger Capital Partners, has already invested $2.9 billion of assets into the project, according to LightSquared. According to a Wall Street Journal article published Wednesday, regulators are probing certain trades Harbinger (a hedge fund) made years ago. It is not yet clear if that will have any affect on the company's relationship with LightSpeed. Those who would like to see LightSquared prosper may include Symmetricom, a company that says packet-based primary reference source synchronization solutions could eliminate any interference between the LightSquared system and aviation GPS. Whatever the case, moving forward may require further modifications and testing to determine a method for safe and practical deployment of the LightSquared system.
http://www.avweb.com/eletter/archives/avflash/1922-full.html#204751
Do what I did. Ban him to the Phantom Zone. Don't hear him. Don't see him. Life is good.
Thank you.
Upon what information do you base your comments about Dave? I have seen nothing to suggest that he is either for or against the interest of shareholders.
Have a nice day.
Ask Richard Pattin and Duncan Wine.
Change of legal representation in a corporate law suit requires an 8K. I don't see one.
Careful, hokies. Such public statements are actionable as potential market manipulation. The SEC reads this and all other boards.
Why would CLYW/Markle want the trial delayed to their disadvantage? Doesn't make sense.
I don't have the reference case in front of me but my memory is that Daic lost the case four or five years ago and still hasn't paid a dime of the court award to his opponent. Apparently still tied-up in endless appeals and lawfare.
I like your optimism. On the other hand, Daic's 30 year unbroken string of screwing plaintiffs argues that Markle just put a "Kick Me!" sign on the back of his trousers.
>>Settlement is in the offing........
Market doesn't think so. Neither do I. Does anyone have a verifiable explanation of this event?
PPS just jumped to .078. Insider information?
>>I expect that legacy is still the legacy that matters... and, IF we are going to see CLYW succeed... it will again be as a function of the "corrective" efforts made by shareholders, and not a function of the "wisdom" of a group of self interested incompetents acting in self interest... and doing even that badly enough that it seems likely the effort made cannot succeed... I expect that effort will fail, as long as shareholders are still willing and able to proceed as required to defend their nterests.
The company management and the board work for the shareholders... not the other way around... That you need to hold that discussion, again, following the Daic era... is stunning in itself. But, I guess it just serves as proof... that you can't fix stupid.<<<
Yes, yes, yes... Blah, blah blah... I can't remember another poster anywhere on any topic that says so little with so many words. It's like an Obama presidential ad.
IMHO, you have never, ever, given one meaningful sentence of advice on how we brutalized shareholders could wrest control of CLYW from a Board you clearly can't stand. "Start another corporation"..."go to court"..."mix three teaspoons of toad blood with the the claws of a pidgeon and some sand from the Dominican Republic while saying the following incantation ..." Geez. Where do you come up with this stuff? Just how did the CLYW Board ever get there to begin with? And how might they realistically be dislodged and replaced? That they continue to hang-on like grim death strongly suggests they see big $$ in the foreseeable future. They cannot do that without also enriching the shareholders. Timeline? Haven't got a clue. But your repeated advice gets us exactly nowhere.
Yes, there is a chance that some really dirty dealing is going on. Say you are CEO or CFO of The Gluttony Corporation. Calypso's patent and possible huge infringement win could be a real problem to your company which might owe CLYW ten billion dollars down the road. Wouldn't you be sorely tempted to do anything you could to simply destroy CLYW and make the patent moot after another ten years? Or bribe some insiders to somehow let you acquire the patent of a now defunct company? Yes, it could be happening. But in either case, how would you stop it? Large corporations have the means to wage lawfare against you until you are dead. You've sung the praises of a man no one else has ever met; Dave Williams. Is he now neutered, too?
Now see what you've made me too? Leave a post almost as long as one of yours! Eech!
There is a small airport near where I fly. It has a very short runway, blocked at either end by trees. Once or twice a year someone from another field goes through the fence at the end of the runway. Some have suggested a marketing opportuniy there: sell clean underwear in the office. More realistic, perhaps, would be doing a better job of encouraging transient pilots to land elsewhere.
This post needs to be deleted. Talking about deadly violence towards anyone in this matter is unsat and inflammatory.
We here can have a meeting, but remember, people on this board own perhaps 5% of the stock. "We" can't do anything without the support of the silent 95%.
Seems to be the case. Unfortunately, this being a Pink Sheet company, stockholders have no way to learn any of the details.
This is a surprise only to those who refuse to study Daic's history. Daic is a professional spoiler. His history is of delaying and spoiling a case until the plaintiff either just gives up or runs out of money to continue. It is clear Daic has no intention of ever settling, as has been the case in other suits. In researching him I found a case that he lost years ago but continues to delay with appeals. If Markle and the BOD were surprised at Daic's eleventh hour filing yesterday, then they are fools. This battle over what is admissible will drag on until the court date. That date seems pretty solid. What continues to surprise is our side's gullability regarding a man who has spent a career winning through Lawfare:
"Lawfare is a form of asymmetric warfare.[1] Lawfare is waged via the use of domestic or international law with the intention of damaging an opponent. Examples include winning a public relations victory, financially crippling an opponent, or tying up the opponent's time so that they cannot pursue other ventures such as run for public office.[1] Lawfare can also denote the use of the law as a weapon of war, or more specifically, the abuse of the law and legal systems for strategic political or military ends.[2]"
You mean we have no one in court who can report to us?
If the BOD and Markle didn't see this coming, they are incompetent and CLYW is basically over. We'll see today, I guess.
CALYPSO ARTICLES OF INCORPORATION
EXHIBIT 3.1
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
KLEER-VU INDUSTRIES, INC. a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware.
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of KLEER-VU INDUSTRIES, INC.
resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable and calling a meeting of the stockholders of said corporation for
consideration thereof. The resolution setting forth the proposed amendment is
as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended
by changing the Article thereof numbered "1 and 4" so that, as amended, said
Article shall be and read as follows:
SEE ATTACHMENT "A."
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a
special meeting of the stockholders of said corporation was duly called and held
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware at which meeting the necessary number of shares as required by
statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.
FOURTH: That the capital of said corporation shall not be reduced under or by
reason of said amendment.
IN WITNESS WHEREOF, said KLEER-VU INDUSTRIES, INC. has caused this certificate
to be signed by PATRICK LANNEN, an Authorized Officer, this 11th day of October,
2002.
By: /s/ Patrick Lannen
----------------------------------------
Authorized Officer
Name: Patrick Lannen
Title: President and Chief Executive Officer
1
<PAGE>
ATTACHMENT "A":
ARTICLE 1:
The name of the corporation is CALYPSO WIRELESS, INC.
ARTICLE 4:
The aggregate number of shares, which the corporation shall have authority to
issue, is Two Hundred Million (200,000,000) shares of Common Stock at the par
value of $.001 each. The shares shall be designated as Common Stock and shall
have identical rights and privileges in every respect.
<PAGE>
FILED 09:00 AM 92/71/1990
902705063 - 2005276
CERTIFICATE OF AMENDMENT OF
RESTATED CERTIFICATE
OF INCORPORATION OF
KLEER-VU INDUSTRIES, INC.
The name of the corporation is KLEER-VU INDUSTRIES, INC. The original
Certificate of Incorporation was filed on March 22, 1983.
1. The following amendment to the Certificate of Incorporation was
adopted by the shareholders of the corporation on the 25th day of July, 1990:
"Delete Article Fourth in its entirety and substitute in its place and
stead the following:
'FOURTH: The aggregate number of shares which the corporation is
authorized to issue is Two million (2,000,000). The shares of Common
Stock shall be identical in all respects and shall have one vote per
share on all matters on which stockholders are entitled to vote.'"
2. The par value of each common share is $.10 and shall remain $.10.
3. The number of shares of Delaware Common Stock of the corporation
outstanding and entitled to vote at the time of the adoption of such Amendment
was 8,128,436.
4. The number of shares voting for the Amendment to Article Fourth was
4,986,091. The number of shares voting against such Amendment was 171,219 and
the number of shares abstaining was 34,774.
5. In order to effectuate the change in the capital of the corporation,
the Directors and shareholders of Kleer-Vu Industries, Inc. adopted the
following resolutions:
WHEREAS, it appears advisable for Kleer-Vu Industries, Inc. to (1) amend
the Corporation's Certificate of Incorporation to decrease the number of
authorized shares of Common Stock; (2) effect a reverse stock split of the
Corporation's presently issued shares of Common Stock; and (3) provide for the
payment of cash in lieu of fractional shares otherwise issuable in connection
therewith;
"BE IT RESOLVED, that the total of the authorized capital stock of
Kleer-Vu Industries, Inc. be reduced from Twenty million (20,000,000)
shares, so that the total of the authorized capital stock of the
corporation shall hereafter be Two Million (2,000,000) shares.
RESOLVED, that the Certificate of Incorporation of Kleer-Vu
Industries, Inc. are hereby amended to reflect such reduction of capital in
the following respect:
<PAGE>
Delete Article Fourth in its entirety and substitute in its place the
following:
'FOURTH: That the amount of the total of the authorized capital stock
of the corporation is Two million (2,000,000) shares. The shares of
Common Stock shall be identical in all respects and shall have one
vote per share on all matters on which stockholders are entitled to
vote.'"
"RESOLVED, that upon the filing in the office of the Secretary of
State of Delaware of the Amendment to the Certificate of Incorporation
whereby paragraph FOURTH is amended, each ten (10) previously issued and
outstanding shares of Common Stock of the corporation shall thereby be
exchanged for one (1) new share of Common Stock."
"RESOLVED, that no fractional shares shall be issued and that in lieu
thereof, the Corporation shall determine the fair value of the fractional
shares for the purchase of purchasing such fractional shares by averaging
the high and low prices of the Corporation's Common Stock on the date of
the filing of the Amendment to the Certificate of Incorporation with the
Secretary of State of the State of Delaware.
"BE IT FURTHER RESOLVED, that the officers and Directors of Kleer-Vu
Industries, Inc. are authorized and directed to execute and deliver any
instruments and perform any other acts necessary to effect the Amendment to
the Corporation's Certificate of Incorporation authorized hereby."
Dated this 25th day of July, 1990.
KLEER-VU INDUSTRIES, INC.
By: /s/ Daniel Dror
------------------------------------
Daniel Dror, Chairman of the Board
and Chief Executive Officer
By: /s/ Harold A. Horowitz
------------------------------------
Harold A. Horowitz, Secretary
2
<PAGE>
RESTATED
CERTIFICATE OF INCORPORATION
OF
KLEER-VU INDUSTRIES, INC.
1. The name of the corporation is KLEER-VU INDUSTRIES, INC.
2. This Restated Certificate of Incorporation was duly adopted by the
corporation's Board of Directors in accordance with Section 245 of the Delaware
Corporation Law. This Certificate only restates and integrates and does not
further amend the provisions of the Corporation's Certificate of Incorporation
as heretofore amended. There is no discrepancy between the provisions of the
original Certificate of Incorporation and any amendments thereto and the
provisions of this Restated Certificate of Incorporation.
3. The address of its registered office in the State of Delaware is No.
100 West Tenth Street, in the City of Wilmington, County of New Castle. The name
of the registered agent at such address is The Corporation Trust Company.
4. The purpose or purposes for which the corporation is organized are:
(a) To design, manufacture, buy, sell, import, export, at wholesale and
retail, process and generally deal in all forms of plastic, synthetic and other
products and articles and products of every type and description made in whole
or in part of plastic or synthetic materials, and to engage in activities
attendant thereto.
(b) To engage in any other lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.
5. The aggregate number of shares which the corporation is authorized
to issue is 21,000,000. Of said shares, 1,000,000 shares are Preferred Stock of
the par value of $10.00 per share and 20,000,000 shares are Common stock of the
par value of ten cents ($.10) per share.
The designations and the powers, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof, of the aforesaid classes of stock of the corporation are
as follows:
The shares of Preferred stock shall be issuable in one or more series, and
the Board is expressly authorized to fix, from time to time before issuance, the
number of shares included in any or all series of the Preferred stock, and any
or all of the designations, relative rights, benefits and limitations of any or
all of such series, which number of shares, designations, relative rights,
benefits and limitations may
1
<PAGE>
vary, between series, including but not limited to variations as to rate,
accumulation or non-accumulation of dividends, conversion privileges (if any),
sinking or purchase fund (if any), redemption price or prices, voting rights,
amounts payable on liquidation, and the provisions with respect to the
foregoing; provided, however, that the shares of all series of the Preferred
stock having voting power shall not have more than one vote, each, and that, if
the stated dividends and amounts payable on liquidation are not paid in full,
the shares of all series of Preferred stock shall share ratably in the payment
of dividends, including accumulations, in accordance with the sums which will be
payable on all shares if all dividends were declared and paid in full, and in
any distribution of assets other than by way of dividends in accordance with the
sums which would be payable on such distribution if all sums payable were
discharged in full. The shares of the Preferred stock of any and all authorized
but unissued series may be issued and sold for such consideration as may from
time be fixed by the Board; providing the consideration to be paid therefor
shall be equal to or in excess of the par value of said shares.
The holders of the shares of each series of Preferred stock, when issued,
will be entitled to receive cash dividends, when and as declared, at the annual
rate and on a cumulative or noncumulative basis as determined for the particular
series by the Board, before any distributions by way of dividends or otherwise
shall be declared or set apart or paid upon the Common stock.
The holders of any series of the Preferred stock shall not be entitled to
vote except to the extent and upon the conditions determined by the Board with
respect to such series prior to the issuance thereof, and except as further
stated below.
Notwithstanding the foregoing, the holders of shares of the Preferred stock
or a series thereof will be entitled to vote and vote as a class upon the
authorization of certain kinds of proposed amendments to the Certificate of
Incorporation as described below, and such amendments must be authorized by vote
of the holders of a majority of all outstanding shares of the Preferred stock,
or a series thereof.
The amendments to which the foregoing voting rights of Preferred
shareholders would apply are those which: (1) would exclude or limit the right
of such holders to vote on any matter, except as such rights may be limited by
voting rights given to new shares then being authorized of any existing or new
class or series; (2) would make certain changes by way of reclassification of
shares or with respect to the relative rights, preferences and limitations
thereof or with respect to convertibility thereof, if such changes would
adversely affect such holders; or (3) would subordinate the rights of such
holders, by authorizing shares having preferences which would be in any respect
superior to their rights. If the proposed amendment would adversely affect or
subordinate the rights of the holders of shares of only one or more series of
the Preferred stock but not the entire class thereof, then only the holders of
each series whose rights would be adversely. affected or subordinated would be
considered a separate class for the purposes of the foregoing voting provisions.
2
<PAGE>
In addition, the holders of shares of Preferred stock or any series thereof
will be entitled to vote and vote as a class with respect to the authorization
of a plan of merger or consolidation, if such plan contains any provision which,
if contained in an amendment to the Certificate of Incorporation, would entitle
the holders of shares of such class or series to vote and to vote as a class
thereon; and in such case the merger or consolidation must be authorized by vote
of two-thirds of all outstanding shares of each such class or series.
If dividends to be payable on the shares of a series shall be cumulative,
provision may be made that if a number of dividends shall be in arrears, then
the holders of the shares of said series, together with the holders of an
subsequent series, to whom voting power in such category shall have been given,
voting together as a separate class, would have the right to elect a number of
directors.
The Board will determine, prior to the issuance of any new series of the
Preferred stock: (1) the amounts which the holders of such series shall be
entitled to be paid upon any liquidation, dissolution or winding up of the
Company, whether voluntary or involuntary, before any distribution shall be made
upon the Common stock; (2) the conversion privileges (if any) thereof; (3) the
redemption provisions (if any) applicable thereto; and (4) retirement provisions
(if any).
The Preferred stock shall not have any preemptive or subscription rights and
said shares shall, when issued and paid for, be fully paid and non-assessable
shares.
Unless otherwise determined by the Board of Directors, no holder of stock
of the corporation of any class shall, as such holder, have any right to
purchase or subscribe for (a) any stock of any class now or hereafter
authorized, or any warrants, options, or other instruments that shall confer
upon the holders thereof the right to subscribe for or purchase or receive from
the corporation any stock of any class which the corporation may issue or sell,
whether or not the same shall be exchangeable for any stock of the corporation
of any class or (b) any obligation which the corporation may issue or sell that
shall be convertible into or exchangeable for any shares of the capital stock of
the corporation of any class or to which shall be attached or appurtenant any
options, or other instruments that shall confer upon the holders of such
obligations, warrants, options or other instruments the right to subscribe for
or purchase or receive from the corporation any shares of its capital stock of
any class or classes now or hereafter authorized.
6. The corporation is to have perpetual existence.
7. The corporation shall have the authority and right to indemnify and
hold harmless its officers, directors, employees, and agents from and against
any claim, liability, loss, or expense (including attorneys' fees) with respect
to which such indemnification is permitted under the applicable provisions of
the General Corporation Law of Delaware, the Bylaws of the corporation, or any
duly adopted resolution of the Board of Directors or shareholders; provided,
however, that absent
3
<PAGE>
any limitation or modification set forth in a Bylaws provision or resolution,
this Section shall require the corporation to indemnify and hold harmless its
officers, directors, employees and agents to the fullest extent permitted under
the applicable provisions of the General Corporation Law of Delaware. Such right
of indemnification shall not be deemed exclusive of any other rights to which
such director, officer or employee may be entitled apart from this provision.
8. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter, or
repeal the Bylaws of the corporation, in the manner set forth in such Bylaws.
9. (a) The number of directors constituting the Board of Directors
of the Company shall be as from time to time determined by a majority of the
entire Board of 'Directors, provided that in no event shall the number be less
than three (3), nor more than twelve (12). As used in this Article, "Entire
Board of Directors" means the total number of directors which the Company would
have if there were no vacancies.
(b) Directors shall be elected in three classes. The number of
directors in each class shall be fixed from time to time by the Board of
Directors of the Company; provided, however that the number of directors in any
class shall not exceed the number of directors in any other class by more than
one. The initial term of office of the first class of directors shall expire at
the first annual meeting of stockholders after their election, the initial term
of office of the second class of directors shall expire at the second annual
meeting of stockholders after their election and the initial term of office of
the third class of directors shall expire at the third annual meeting of
stockholders after their election. At each annual meeting of stockholders after
1983, the directors elected to succeed those whose terms have expired shall be
identified as being of the same class as the directors they succeed and shall be
elected to hold office until the third succeeding annual meeting of stockholders
after their election. Notwithstanding the foregoing, however, each director
shall hold office until his successor shall have been duly elected and
qualified, unless he shall resign, become disqualified, disabled or shall
otherwise be removed.
(c) If the number of directors is changed, any increase or decrease in
directors shall be apportioned among the classes so as to maintain all classes '
as equal in number as possible, and any additional director elected to any class
shall hold office for a term which shall coincide with the term of the other
directors in such class. No decrease in the number of directors shall shorten
the term of any incumbent director.
(d) Any vacancy occurring in the Board of Directors caused by the
death, resignation, or removal of a director, and any newly created directorship
resulting from an increase, in the number of directors, may be filled by a
majority of the directors they in office, although less than a quorum. Each
director chosen to fill a vacancy or newly created directorship shall hold
office until the next election of the
4
<PAGE>
class for which such director shall have been chosen and until his successor
shall be duly elected and qualified.
(e) Notwithstanding the foregoing paragraphs of this Article, whenever
the holders of any Preferred stock issued by the Company shall have the right,
voting as a class or otherwise, to elect directors, the then authorized number
of directors of the Company shall be increased by the number of the additional
directors so to be elected, and the holders of such Preferred stock shall be
entitled, as a class or otherwise, to elect such additional directors. Any
directors so elected shall hold office until the next annual meeting of
stockholders or until their rights to hold such office shall terminate pursuant
to the provisions of such Preferred stock, whichever is earlier.
(f) Any director or the entire Board of Directors may be removed, with
or without cause, by a vote of the holders of a majority of the shares then
entitled to vote at an election of directors (not withstanding the
classification of the Board into members having staggered terms), except that
any director elected by the holders of Preferred Stock may only be removed by
the holders of a majority of the shares of that class entitled to vote at an
election of such director. Such vote may be held at any meeting of the
shareholders, notice of which shall have referred to the proposed action.
KLEER-VU INDUSTRIES, INC.
By: /s/ Daniel Dror
-------------------------------------
Daniel Dror, Chairman of the Board
and Chief Executive Officer
ATTEST:
/s/ Gerald H. Martin
---------------------------------
Gerald H. Martin, Secretary
STATE OF TEXAS )
)
COUNTY OF _________ ) SS
Before me, a Notary Public of the state and county aforesaid, personally
appeared Daniel Dror, with whom I am personally acquainted (or proved to me on
the basis of satisfactory evidence), and who, upon oath, acknowledged himself to
be the Chairman of the Board and Chief Executive Officer of Kleer-Vu Industries,
Inc., a Delaware corporation, the within-name bargainor., and that he as such
Chairman of the Board and Chief Executive Officer executed the foregoing
instrument for the purposes therein contained by signing the name of the
corporation by himself as Chairman of the Board and Chief Executive Officer.
5
<PAGE>
WITNESS my hand and Official Seal at office this 30 day of September, 1985.
-----------------------------------
Notary Public
Rhonda L. Walker
My Commission expires:
August 12, 1989
6
<PAGE>
</TEXT>
</DOCUMENT>
Per DSU:
>>So, I propose that shareholders should begin work now to form an outside association to represent them, that can both assume an ability to defend shareholders rights and create new legal capacity to defend shareholders interests from a range of threats, including but not limited to those that exist or that are being created now by the current board and management... In order to maximize the benefits and minimize the risks, I think the best possible approach will be to form a new agency in the form of a separate company... which will have independent ability to engage in value generating activities...
And just how will The New Calypso gain one iota of control over CLYW? Under what legal authority? What will the inevitable law suit cost, and how many years will it take? Will it be won? This thread suggests that many on this board have already given-up on the trials now in process. What case studies suggest that such a plan could succeed? I know. Waiting is a bitch, esp. when so many investors need for CLYW to break big. Remember -- it's a lottery ticket, not an investment at this point.
I believe the articles of incorporation give no right for shareholders to call a meeting. Has to be done by the BOD, who are currently giving us the finger.
Yeah, but what are Plans B and C? If the judge postpones his ruling until 2012 or rules for Daic, what then? I've seen no good answer.
Suggests... suggests... the possibility that CLYW's bills are being paid by T-Mobile as a way to move forward?
Gee. Thanks for your help.
Still no answers. CLYW remains improperly opaque. And I've been a stockholder for longer than 4 1/2 years. I originally bought on the advice of several scoundrels of long-time acquaintance with my wife, who have since been revealed to be, if not criminals, then living in criminals' cellars and doing their laundry. As a businessman myself, I made the age-old mistake of trusting others I know until badly shaken awake. And as we all know so well, CLYW remains a lottery ticket with absolutely life-changing possibilities. The odds of winning keep changing. My questions are from business and anthropological perspectives.
Post the summary you claim you already have and I'll get back to you.
DSU, you cry for change without making any suggestions regarding how that change can be realized. I'm not a lawyer, but I believe that if enough stockholders file for an injunction because CLYW has violated its own articles of incorporation (no elections, no stockholders' meetings, no required filings, no rquired annual fees paid, etc.) you might be able to stop CLYW from doing anything until the injunction is lifted. This would require enough stockholders joining such a suit with enough money to see it through. Your move.
In malpractice cases, the average lawyer contingency is 40%.
Daic's history is one strongly suggesting a career as a greedhead and a spoiler. On the one hand, yes, he has enough CLYW shares to become very rich if/when the stock gets to $ 5-$10. The bad news is that his history, per Google, shows an allegedly sociopathic drive to get what he wants, when he wants, no matter who he hurts. He just doesn't care. I suspect the possibility of his somehow gaining ownership of the company patents has simply ended any idea of ever getting out of CLYW's way. Google Corporate shows him so entangled in a web of his own making that it simulates the political and financial spider web of Saddam Hussein.
http://www.corporationwiki.com/Texas/Houston/drago-daic-P3049936.aspx
I suggest that people on this board stop dreaming of his settling anything. He will almost certainly have to be removed, kicking and screaming. If, on the 20th, the judge rules in his favor regarding his witnesses and depositions done and submitted long past the court's own deadline (as some has suggested he might), the judge will have shown himself hopelessly tainted and the need will be to have him removed. Of course he may rule otherwise and we can proceed.
On the one hand, the huge companies who are infringing on CLYW patents have every financial reason to help tie this up in court forever. On the other, I remain an optimist. The company has apparently engaged some very successful legal teams. No one works for free. Lawyers will work on contingency if they believe they can win the case. I believe it, too.