Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
As I opined earlier, I don't think the unregistered scenario works.
As Jay, who has thankfully regained his native tongue in this thread and dropped the Stoxmagixian pointed out, Pike would've been aware of the limitations on any restricted shares that he was issued. And only the most misguided attorney would've suggested that he buy shares in some kind of cover-up or act of contrition.....or for any reason.
So, again, it makes no sense to me.
BUT, the answer to " What would it have benefitted SPNG to then send him an opinion letter to have the legends lifted?" isn't that difficult if one were to accept the nefarious nature implied by this exercise. To put it simply, one of these shaky opinion letters could have been promised to Pike as an incentive to invest in the first place.
But, one more time.....I ain't buyin' it.
"People just don't go purchasing millions of dollars on a "sinking ship!" with every red flag a publicly traded security could possess!"
Yeah, sometimes they do. I don't, but "people" do.
VD,/h/sb,
Do you really think that the SEC lets you slide for selling unregistered shares at price A just because you buy back an equal number at price B?
I'd like to know what Pike's motivation was as much as anybody else, but I don't think that covers it.
Also, I'm not so sure about the "whole SEC debacle unfolding back in October (before the suspension), is it possible his legal counsel advised him to repurchase everything he has ever sold" stuff, because some of his buying occurred prior to mid-September.
It's all a merry mix-up as far as Mr. Pike is concerned.
Thanks for that and the prior........and to the PM'er that kicked in some help. I'll be back, though......the clouds have broken some, but the Cede issue still casts a shadow.
I'm very fearful of getting back into this issue, but.....
"The NOBO list would be a list of names of beneficial owners where the certs have been issued in Cede's name or a broker's name. "
Obviously there are certs that have been issued to and are listed under Cede's name on that list and it is my understanding that the certs attributed to Cede on the list would primarily include shares held in brokerage accounts under brokers names.
I'll leave it up to you to respond if you wish, but it appears that this subject may be over my head and destined to continue hovering up there.
oa,
Thanks.....I just thought that that was the link that Karma was looking for.
How exactly does a NOBO list differ from a shareholder list, who maintains a NOBO list and to whom is it made available? (This topic was discussed at length yesterday and I remain confused.)
OT,
This is that dead horse I was worried about.
You made a point of emphasizing:
"This part says 'the company' (SPNG) does own the patents, etc. etc., not the H.H. Brown Shoe Company. How about that:
"Spongetech Delivery Systems, Inc. (the "Company")"
8K for 7-9-09 Ex. 10-1. ""
However, the parties are defined in the heading of the agreement:
MEMBERSHIP INTEREST PURCHASE AGREEMENT
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of July 9, 2009 by and among SPONGETECH DELIVERY SYSTEMS, INC., a Delaware corporation, having its principal office at 43 West 33rd Street, Suite 600, New York, New York 10001 (the "Purchaser"), DICON TECHNOLOGIES, LLC, a New Jersey limited liability company having its principal office at 100 Dicon Drive, Black Creek, Georgia 31308 (the “Company”), and WAYNE M. CELIA......(etc.)
And the section that you quote (4.13 Intangible Rights) is from the article entitled "ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS"
Pick a couple paragraphs from anywhere in the agreement and read 'em and it'll be clear.........the Company is Dicon.
OT.....I wish you luck with that and look forward to your results.
But at the risk of resurrecting another dead horse, I repeat the first sentence of the post from the 10Q, emphasis added....and remind you that this is from a filing dated 10/15/07 for the period ended 8/31/07, so it presumably would have superceded any 2006 renegotiation:
"Our License Agreement with H.H. Brown Shoe Technologies, Inc.(d/b/a Dicon
Technologies), a majority-owned subsidiary of Berkshire Hathaway, Inc., pursuant
to which we license the right to use the technology related to hydrophilic
sponges expired in December 2006."
FWIW, I do remember mention of a negotiation of the license, but I believe it related to the PRIOR expiration.
h,
For starters, it's old....pre-dating my appearance here for sure....and so I wouldn't expect it to be newsworthy.
BUT, it appears to indicate that Sponge's license to sell product based on Brown's patent and made by Dicon expired in 12/2006. The piece you pulled out deals with the prospects of the company's ability to replace the product with something similar. The whole passage appears under Plan of Operations in the 10Q for the period ended 8/31/07.
My question, obviously, was whether the license agreeement was re-established and where I might find that agreement. Basically, on what terms are the current products being licensed and manufactured and when was the "expired in December 2006" situation addressed and how?
I would've thought that this issue was previously addressed, but I see not mention of it in subsequent Q's and K.
Scion,
This appears to have been filed subsequent to your post.
I have been under the impression that the information in it formed the basis for the need to "buy" Dicon. Am I mistaken? Was the license re-established at some point?
http://sec.gov/Archives/edgar/data/1201251/000114420407054263/v090256_10qsb.txt
Our license agreement with H.H. Brown Shoe Technologies, Inc., (d/b/a Dicon
Technologies), which owns the patent rights to the technology related to
hydrophilic sponges expired in December 2006. In addition, Dicon has closed its
manufacturing operations and sold off its equipment. Our products are currently
being manufacture through Dicon who has outsourced the production to its
partners in the US and China on an order per order basis. However, we have not
entered into an agreement with Dicon or its partners for the manufacture of our
products. We have also been contacted by the third parties that have purchased
Dicon's equipment. However, we have not entered into any agreements with these
parties for the manufacture of our products. There can also be no assurance that
we will be able to enter into agreements with these parties on the same terms
and conditions as our prior agreement with Dicon. We have entered into an oral
agreement with Zanora Corp. of China, to produce our products using
encapsulation technology instead of technology relating to hydrophilic sponges.
The end-result is a product that is functionally the same as that manufactured
using Dicon's patented hydrophilic technology. The lead time on products
manufactured by Zanora Corp. is 3-4 months. There is no assurance that we will
be able to maintain sufficient inventory on hand to fulfill orders which require
delivery in less than 3-4 months. If we are unable to delivery products to
customers timely, we may lose these customers. Due to our limited operations,
the loss of any one customer will have a significant effect on our business.
"First point: I'm not a basher. Angered and frustrated ex-long, who isn't afraid to speak his mind!
Second point: I never said "SPNG never acquired Dicon"."
I never suggested that you were a basher and I never suggested that you said "SPNG never acquired Dicon".
Not sure why you directed those points to me. My post was not in response to any of your posts. Perhaps you intended to click on "post new message" and hit the "post reply" button in error.
"now the bashers are trying to "prove" that SPNG never bought Dicon"
On the off chance that that comment relates in part to my post:
I wasn't trying to "prove" anything. I was responding to the possibility that RME directly funded the purchase of Dicon. And suggesting that Spongetech indeed may have "bought" Dicon in a fashion similar to which they "invested" in GetFugu or "paid for" $360,000 in advertising in sports venues. Only suggesting the possibility.
As far as the effect of the failure to amend the 8-K for the two REQUIRED financial items relating to the Dicon acquisition, I've reconsidered and I don't believe those failures jeopardize the acquisition. They're just failures to comply...like the 10K and the mounting number of 10Q's, which they apparently no longer even see a need to file Notification of Late Filing's for, given that one was due last week.
"MEMBERSHIP INTEREST PURCHASE AGREEMENT"
http://www.sec.gov/Archives/edgar/data/1201251/000114420409037511/v154860_ex10-1.htm
"ARTICLE II
PURCHASE PRICE; ADDITIONAL FUNDS; RETAINED INDEBTEDNESS
2.1 Purchase Price. In consideration of the sale, assignment, transfer, issuance, conveyance and delivery to the Purchaser of the Membership Interests, the Purchaser shall pay to the Sellers Two Million Three Hundred Fifty Thousand ($2,350,000) Dollars by wire transfer to the Ellis, Painter, Ratterree & Adams, LLP Escrow Account at the Closing (the "Purchase Price")."
"Whose account were the funds wired from?" is a valid question. (S42-"that doesn't mean that SPNG shareholders own Dicon. i wouldn't be surprised if RME wrote the check and actually owned them.")
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
Per the 8-K ("Current Report" dated 7/15/09) that included the above agreement as an exhibit:
"Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
The audited financial statements of Dicon required by this item has not been filed with this initial Current Report on Form 8-K, but will be filed by amendment within 71 calendar days after the date this Current Report is filed.
(b) Pro forma financial information
The pro forma financial information required by this item has not been filed with this initial Current Report on Form 8-K, but will be filed by amendment within 71 calendar days after the date this Current Report is filed."
http://www.sec.gov/Archives/edgar/data/1201251/000114420409037511/v154860_8k.htm
No amendments to the 8-K have been filed to date, but I'm not sure of the basis for the phrase "required by this item ".
EDIT: re:required by this item.
My mistake, the financial info is obviously required by the instructions:
http://www.sec.gov/about/forms/form8-k.pdf
Item (a) would require that Dicon's statements for the last couple years be audited....presumably not a problem.
Item (b), however, basically calls for a presentation of SPNG's audited statements both with and without Dicon's numbers reflected therein.......presumably a big problem.
I leave it to someone else to comment on whether the deal could be considered properly consummated without the ability to report these items.
A list of list comments:
Can you help with the distinctions between:
Non Objecting Beneficial Owners NOBOs and Objecting Beneficial Owners OBOs and, if the descriptions don't answer it, why is it just a "NOBO" list?
OBO list is a list of shareholders
that do not wish to be contacted by the company hence the name Objecting Beneficial Owners.
Can I correctly draw the conclusion from the description that you provided that, even if "the list" is legitimate and accurate, it would not be a complete list of outstanding shares due to its exclusion of OBO's?
Doesn't that make the case that, if the list is legitimate, then the O/S reported by it is a minimum at that time
Is a company's NOBO list normally available and to whom?
(unanswered)
OBO's are on the list, they are all together as Cede and company with any one else whits shares held in street name.
How can you tell that OBO's are on that list? What would differ in the appearance of the list if OBO's were NOT on the list? (unanswered)
"It's not a NOBO list. It's a transfer agent list or an internal list. A NOBO list would never list CEDE shares. A NOBO list is the true owner of shares in held in CEDE's name."
NOBO lists dont have cert #'s on them either, I dont think
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
I left some stuff out.....some on purpose (I just couldn't bring myself to accept the possibility that it was a list of, or a list that specifically included "phantom shares") and I suspect a few by accident.
I hate to say it, but I'm pretty much right back where I started. I don't know where the list came from or exactly what it does or doesn't include. I believe that I learned that the shares listed under Cede represent shares in street name that are held in separate accounts by brokerage, but the manner in which they find their way on and off the list and the nature of the multiple 177 million share listings is lost on me.
But thanks for the contributions.
Doesn't that make the case that.....it is a minimum at that time...
It does....or it WOULD.
Except Risicare just posted that "OBO's are on the list, they are all together as Cede and company with any one else whits shares held in street name."
But I don't know how he would know that and I'm hoping that he reads this and tells us. I'm not clear on the original source for that list (any help here?) and I'm very unclear on the mechanics of share processing, but if the list was, as you referred to it, a "NOBO" list, then I'm not sure how it would look any different than the list that we're looking at.....and Risi contends that the list that we are looking at is not just a NOBO list.
Risi,
How can you tell that OBO's are on that list? What would differ in the appearance of the list if OBO's were NOT on the list?
TIA
Edit: Throw this into the mix, from Ohmymookies......"It's not a NOBO list. It's a transfer agent list or an internal list. A NOBO list would never list CEDE shares. A NOBO list is the true owner of shares in held in CEDE's name."
It did help, thanks.
I'm trying to relate these definitions to that dopey list, which has been referred to as the T/A's list and the NOBO list. Your Investopedia paragraph reinforces my belief that that list...which only carries the heading "Selection Criteria////AsOf Date: 06/26/2009", doesn't reflect shares in the hands of OBO's and hence is an incomplete list of outstanding shares/certificates.
Of course, that assumes that it is a legitimate list in the first place.
M.....Thanks very much for that.
A little more help, please?
Much has been made for a long time...maybe even more of a stink recently........of a list that dates back to June that may or may not be a legitimate list of o/s shares as of that time:
http://spngbane.angelfire.com/spngshares.html
I assume that that list is the one you are referring to here:
"You do realize that a transfer agent list (or the NOBO list) contains actual issued certificate numbers of real share certificates, eh right?"
Can I correctly draw the conclusion from the description that you provided that, even if "the list" is legitimate and accurate, it would not be a complete list of outstanding shares due to its exclusion of OBO's? Rendering any use of a statistical summary of that list as an o/s share list to be an inexact use?
When you describe the OBO's as "shareholders that do not wish to be contacted by the company", might not it also describe shareholders who do not wish to appear on the NOBO list in the event of its publication? Is a company's NOBO list normally available and to whom?
Thanks for your help with this........it's part of my self-directed senior adult education program :O)
Mike,
Can you help with the distinctions between:
Non Objecting Beneficial Owners NOBOs and Objecting Beneficial Owners OBOs
and, if the descriptions don't answer it, why is it just a "NOBO" list?
TIA
hasher,
"It's just service of process in the Madison Square Garden suit. Moskowitz accepted it for SPNG; Mongomery for RME."
I knew that. And it's possible that the descriptive details for "both" individuals were filled out by the server, Sebrina Gaise......which might account for the identical handwriting (who knows what might account for the identical descriptions).
But none of that was the reason for my post. I just thought that it was ironic......and it's possible that I'm the only one.......that the relationship of both parties to Spongetech and RME was described as Principle. Which I thought was funny, given that the proper term would have been Principal.......and there being no sign of any principles in any of the involved parties. Maybe it's just me.
FWIW, I don't think anyone knows of a Steven Montgomery in the employ of RME as a principal.......no matter how you spell it. So, even if the server herself filled out the form, someone apparently misled her. However, given the historical performance of a certain party in the spelling department, it's seems......to me anyway.......more likely that the details were filled in by the recipient(s!). Anyway, since it's a notice requesting summary judgment with the purpose of avoiding a trial, it isn't likely that Steven Montgomery will be called to testify.
"Same height, weight, hair color and age."
And both Steven's are "Principles" :o)
Freud Lives!
"If someone can give me a link to either SPNG or Delaware refuting this or calling it a mistake,....do fill me in."
The Corporation’s Board of Directors has determined it to be in the best interests of the Corporation for strategic purposes to not proceed with these actions at this time.
4. The Certificate of Amendment, as previously corrected by the Certificate of Correction, is hereby rendered null and void.
http://www.sec.gov/Archives/edgar/data/1201251/000114420409050122/v161351_ex3-2.htm
I was only suggesting that the $35,000 production payment for the second commercial referred to in the 10Q might match up to the Halleluyah! $35,000 receipt in the court document and be the source of all the glee :o)
"On January 31, 2008, we entered into a production agreement with an unrelated party to produce and manage a television campaign of a broadcast quality commercial for various broadcast lengths in consideration for the payment of royalties aggregating 5% on all worldwide retail sales less loss on any returns or collectible accounts from orders obtained though such party’s efforts. In February 2008, we began the airing on a variety of cable and satellite channels, which is expected to run through February 2010. We also entered into an agreement to produce a new commercial, at a cost of, $35,000, for the Uncle Norman’s™ Pet Sponge products. This commercial is also expected to run on a variety of cable and satellite channels through June 2010. The Pet Sponge campaign premiered on TV in August 2008 on the YES TV network."
http://sec.gov/Archives/edgar/data/1201251/000114420408050704/v125324_10ksb.htm
In NY, "Issuing a bad check is a class B misdemeanor."
http://ypdcrime.com/penal.law/article190.htm
The following phrase appears in the original filing as part of the description of the agreement:
"the Yankees determine that the continued association with the Company will be injurious to its reputation or goodwill"
And you availed yourself of that contract term to post, and I quote:
"the Yankees went on to say this about Spongetech
the Yankees determine that the continued association with the Company will be injurious to its reputation or goodwill."
And rather than admit that the Yankees didn't "say this about Spongetech", you say "as usual, you're making it more than it is".
I don't think that I am making it more than it is. I had a point to make and I made it....
That's quite the response, pup.
The issue wasn't the Mets, it was the Yankees.
Specifically, your post at http://investorshub.advfn.com/boards/read_msg.aspx?message_id=45589417 in which you said the following:
"the Yankees went on to say this about Spongetech
the Yankees determine that the continued association with the Company will be injurious to its reputation or goodwill. "
panther (and I and at least one other poster) did not recall seeing where the Yankees made that statement and he asked for a link.
He has since indicated that you did not provide him that link privately and I have not seen where you have posted it to the board. I can only assume that you don't have a link to provide and are attributing a statement to the Yankees that they have not made.
I'm far from a cheerleader for this mess of a company, but the truth still counts for something......to me. If you have a source for that statement please provide it. Please keep in mind that your statement attributed the statement to the Yankees, not the Mets, and that I am requesting a source and not your explanation of why someone might be feeling the way that you might reasonably expect that they are feeling.
If you don't have a source just say so.
pj,
Help me understand this.
puppy couches a statement with the following phrase: "the Yankees went on to say this about Spongetech".
You, having missed the statement in question as I did, asked for its source.
Your next post was "Thanks, puppy. Somehow i missed that statement by the Yankees."
oa repeated puppy's post.
You subsequently repeated the introduction and the phrase itself as if it were correct.
Perhaps pup provided a link to the statement to you privately. If so, please share it with the rest of us. In the interim, please note that I have not repeated the statement here due to the lack of a citation and I'm very surprised that you saw fit to describe it as "that statement by the Yankees".
If it is merely a phrase pulled out of context from a historical document that enumerates the POSSIBLE causes for termination of their agreement, and no direct connection can be made to show that it is a recent statement by the Yankees, please say so. I have always read your posts with full confidence in their integrity and this post is just an attempt to assure that that comfort level continues.
TIA.
"~!~ And that's the rub with the posts... there are no facts there...
"and could not reasonably be a coincidence..." speculative like everyone else on this board."
Silly me. I thought that statistics WERE facts.
And you're right of course. The fact that the ratio of PARL to SPNG shares in both Pike Funds is 6.018 to 1 could absolutely be a coincidence. No more speculation for me!
"Pike is moving cash around to take the lest amount of loses" must be the explanation.
Clearly he deserves less attention.
pj,
responding to 2 posts:
Didn't take much digging....stumbled over it. If you weren't aware of the following, it has proved helpful to me...just type in a name:
http://www.justia.com/
On the T/A thing, there has to be some consideration given to both cost and benefits, obviously. Nirvana in the form of daily access can only be achieved by the requirement that both the issuer or a T/A, if one is used, maintain the facilities to provide the information. That's Step One. Step Two is establishing a process allowing for the enforcement of the providing of the information by the parties (issuer or t/a) and confirmation of its accuracy. Cumbersome and expensive, right?
I was just trying to suggest a middle ground, like requiring its inclusion on ALL SEC FILINGS, that wouldn't add overwhelming burdens for ALL the parties. Obviously there would be no way to confirm accuracy......nor is there any significant auditing of same now, obviously, and one could hardly expect daily reporting to improve on that...at least in my opinion. But there would be a source for the information........SPNG has filed well over a dozen 8-k's since they filed the 10Q, on 4/20/09, that we still must rely on for an o/s number. Baby steps.
Finally, since there is a handy example, consider how many people who have experienced the drop in pps from its heights who:
1. would have noticed the status of the number of o/s shares on a daily basis,
2. appreciated its financial meaning and
3. done anything differently than they have done in the absence of that information.
That'll give you the economic benefit.....and I would suggest that we spend just a little less than your result on a reasonable solution.
h,
A math/legal fee question.
Would a days VAEV trading at the average daily volume so far in January (3,780@$.15) be more or less than the amount that was billed to send that letter?
Maybe a better question is who paid for it?
"You are basing some sort of assumption and questions on a dynamic formula that is built internally by any financial institution to maximize profits at any given point in time in relation to a market climate. "
Huh? I'm doing no such thing. I'm merely providing a statistical fact in response to patchman's inquiry:
"So can any of you longs explain why PIKE keeps moving shares between funds?"
I believe that the fact that there is a consistent ratio between the holdings and the funds themselves is intentional......and could not reasonably be a coincidence. That is all I said.
So can any you explain "why PIKE keeps moving shares between funds?" Or was this it?:
" a dynamic formula that is built internally by any financial institution to maximize profits at any given point in time in relation to a market climate."
'Cause if it was, I'm pretty sure in this case that that's horsepucky. Please try again.
"How would they know how much they are owed?"
Damned if I know. Perhaps extrapolating from previous payments, which they say they DID get.
The Marvel agreement requires that SPNG provide documentation for their Marvel-related sales (and an upfront royalty payment). I imagine that it is possible that ID had a similar requirement and could determine from SPNG provided documents what they are owed. Then again, it's just as easy to argue "why would SPNG provide documentation for royalties that essentially amounts to invoicing themselves"?
I don't know. The court'll find out.
jay,
The number of SPNG shares is 1.73% of the number of PARL shares in both funds.
In case the link doesn't work, the following case was filed in Florida on Friday. The claimant alleges that:
1. They created TV commercials for the wash and wax system and the pet sponge in 2007 and 2008.
2. They were entitled to and received royalty payments through 3/09 at which they point they stopped.
3. Royalties in excess of $100,000 have been earned and not paid.
https://ecf.flsd.uscourts.gov/doc1/05117486465
"In other words, any/all public companies are free to keep the TA function in-house."
Exactly. And that's the catch in Renee's proposal. The control point for the SEC is the issuer, not the T/A.
Currently, filers are obligated to report o/s basically quarterly......make that 4 times a year. To increase that level of frequency would require supplementing the information already provided or creating a separate facility...filing...to provide it.
Rather than creating a whole new source of information why not simply require that the number of outstanding shares be published as part of the heading of not just the Q's and the K's, but EVERY SEC filing. Or, if that's too much to ask, incorporate it into the " FORM 12b-25 NOTIFICATION OF LATE FILING" filings which would provide updates even in the absence of the Q's and K's themselves.
Of course, as we know, this process will not protect investors that rely on the soapiness of the sponge and the heat generated by the cartoon character whose visage appears on it to make their investment decisions.......and there's nothing wrong with that either.
I takes pride in my gozinta's!
The raw numbers can be found here:
http://www.sec.gov/Archives/edgar/data/1201251/000114036110001954/xslF345X03/doc1.xml
and here:
http://www.sec.gov/Archives/edgar/data/802356/000114036110001956/xslF345X03/doc1.xml
for checking purposes.
Here are the real questions for me:
1. Are these transfers taxable events?
2. Does the issue f whether they are private sales or open market sales have any bearing on the answer to that question?
"So can any of you longs explain why PIKE keeps moving shares between funds?"
I'm not a long (or a short), but I think that the explanation may be a lot less nefarious than you imply.
Todays movement of PARL shares from LP into QP left the ratio of PARL shares in QP to PARL shares in LP at 6.018 to 1.
Todays movement of SPNG shares from LP into QP left the ratio of SPNG shares in QP to SPNG shares in LP at 6.018 to 1.
We don't know what the dollar values of the respective funds might have been on, say 1/12...the day before the reported transactions.....but I suspect we might be able to guess their relationship. This appears to be a simple re-balancing of the funds.....but I don't pretend to know its purpose.
That said, one indeed must wonder whether the respective shareholders, whose level of sophistication SHOULD allow them to follow this re-balancing exercise, readily accept the fact that profits and losses are being recognized in the process. Unless they are the same shareholders?
"Obviouslly, but why? Why transfer 3M shares from one accoutn to another."
Strictly a guess.....to free up some cash in one of the accounts?
They are different funds...and I believe that they have different minimum investment requirements and possibly different strategies and turnover rates. That said, if I remember correctly they did seem to be maintaining a specific ratio in their buys.
Kitt,
Did you read the entire original linked post? Because it addresses your specific concern....."I believe M&M also own the majority of common stock in spng so all other commons shareholders are SOL...without the affirmative vote of a voting majority of the shares of the Common Stock ... M&M ARE the voting majority." I repeated it below for your convenience.
And by the way, the piece of the provision that requires a separate vote of the common shares is dictated by Delaware, not a creation of M&M...I'm sure they would rather it not be there.
Excuse the abbreviations, rounded to millions:
MM 11+9 (common+class B)
SM 6+9
FL 28+5
RME 66+5
So, the total common shares beneficially owned (suggesting probably under the control of for voting purposes) as of 9/28/09 was 111 million. The officers should have filed Form 4's if they had any subsequent transactions.....I would have expected a Form 3 for RME (based on their Class B holding) and Form 4's for subsequent transactions, but that's just my opinion.
Based solely on the above, if there are more than a total of 222 million shares outstanding and if there have not been any increases in the holdings reported as of 9/28, the 3 directors cannot authorize an increase or decrease in authorized shares by themselves.....without soliciting the votes of all shareholders.
Those are 2 very big ifs and as I said, this is just food for thought.
By the way, Pike indicated ownership at that date of 100 million plus 42 million added later. And we don't know the status of the Signature and Levin(sp?) holdings, but I can't imagine that their shares could participate in a vote without a notification to ALL shareholders.