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We just had a major proxy battle this past January, and the legal ruling was that "a proxy gives the person the right to vote for another person, but does not give the issuing person the right to determine how that vote must be cast" ...but was told that a proxy is equilivent to a power of attorney, and once given, the recipient has full authority to cast the votes on behalf of the issurer as he or her desires.
The proxy card does give power of attorney to the assignee. I'm not a lawyer, and maybe jjz34 will chime in, but the proxy card seems pretty clear to me. It states:
This proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder.
It is true that the assignee has the legal right to vote the proxy as he sees fit. If you give power of attorney to a disinterested party, you have no control over what that party does. However, since the assignees are Rad and Brad, both officers of the company, and given that the proxy card clearly states that they are to vote the shareholder's wishes, I understand that the assignee has a fiduciary responsibility to do so, and to not do so would be a breach of that fiduciary responsibility.
I would hope that the vote would be audited and certified by the accountant, but I don't know if that happens or not.
shareholders totaling 51 percent of the shares can prevent the share increase i would assume. Unless they sent in their proxy, in which case the officers would vote the shares wouldn't they?
I'm not sure what you're saying. If you fill out and send in your proxy card, you are authorizing your proxy to vote your shares as *you* specify, not as they wish.
It doesn't have to be 51% of shares either. It has to be 51% of shares *voted*. The increase in shares could be relatively easily overturned if shareholders were actually interested in doing so, *and* took some action.
gold: I can't remember the percentage, but seems I recall that
the average % of shares voted in the average corporate meeting
is considerably less that the % turnout at the polls in a
political election. So 6-10% coupled with their cronies, paid
shills and a goodly number of sheep that always assume that
"father knows best", easily constitutes a majority.
Correct. Voter apathy in the corporate world is even worse than the political world. The executives and directors will almost certainly have the largets block of voting shares even though they only own 6% of the shares.
how are the votes tabulated on increasing the shares? one would assume it is tabulated by the number of shares - surely nobody would expect shareholders to hold more shares that those controlled by the company officers. as is the case with any company, if the officers control 51%, their vote would be the deciding votes.
One share, one vote. Officers and directors control only 6% of the outstanding shares.
I want the companies (and I say companies) to be open and honest not snowball, stonewall and use evasive tactics.
I suppose that we simply must disagree on our interpretations of Hector's philosophy. I see nothing in the way of stonewalling or evasion in his tactics. He seems to be honest and reserved. Though I must confess that he may be snowballing, since I have no earthly idea what you mean by that.
I am not a believer in any of this underpromise - over deliver crap, I don't believe in being conservative, this hurts their stockholders, this isn't a board game, this is life in the big city. Hector should be honest.
I don't see anything dishonest in it. I would rather he be conservative than cocky. If that's not your style as an investor, then I suggest you not invest in AMD.
LOL. Product will ship in 2Q06. Yet another lie by this company. Even Ketch himself said that it will take at least 6 months *after* the FPGA is evaluated to produce an ASIC.
Some of you so-called "experts" will believe anything this company says - even after being lied to for 6 years...
I'm going to add this post to my list of bookmarks for posterity. It will be displayed in a position of prominence right next to GrooveMaster's post insisting that Embarq was in xBox 360. ROFLMAO. You can make this stuff up!
nothing like having an impartial moderator to keep the board on a level keel - lol
Amazingly, you steadfastly refuse to learn a simple fact that has been pointed out to you time and time again.
I'll type is really slow this time so that you self-proclaimed "experts" can understand.
There is no requirement that moderators be impartial in their opinions. They are only required to enforce the rules.
427: Re: Another thing I wanted to point out was that the company has met their projections for the last year.
Correction. The company *claims* to have met their projections for last year. Given the past record of failure and deception, the bogus pictures, the lack of spending on R&D and the fact that there is not actual tangible evidence that anything was ever produced, their claims are doubtful.
Cobra: Your recent defense of this company seems to be based on the premise that the company had not lied, deceived or misled lately.
Talk about damning with faint praise...
I still hold a few shares - mostly to save for a tax write-off to offset capital gains in the future.
No doubt someone e-mailed cosmo's clever non-answers too...
The sad truth is that no serious questions will be answered - they never are. I won't go.
Spoke,
Your a joke. Mr. Know it all. E-mail me I will give you my password to my account. Fool.
Ron
Guess I struck a nerve. I didn't accuse you of anything. But if the shoe fits...
rocket: Re: The next time we members of the JYW&SC buy in big, we better hold on for the rocket ride were expecting to get. RSMI is getting too close.
While you're at it, you might just let us know that you're buying in big *before* the big run-up. Anyone can make after-the-fact claims of making big bucks on a run-up. This may come as a shock to you, but some people will lie about their investing prowess on the internet...
LOL.
jjz: Re: That's got to be in the 6 figures Spoke,who has that kind of money??
Six figures? Hardly...
Where would you be coming from, just curious.
Oak Ridge, Tennessee
doughjo: Re: What questions would be asking management?
I can think of a few right off the top of my head.
Some general topic stingers:
1) How can you present yourselves as a credible semiconductor company when you spend 3 times more on salaries and bonuses for 4 employees than you do on R&D? (source: 10-K and 10-Q)
2) How can you present yourselves as a credible semiconductor company when you present faked pictures of you product?
3) How can we have confidence in your leadership as you ask to drastically increase the AS in order to obtain financing when last year, you spent only $360,000 of the $4.6 million raised on R&D yet you spent three times that on salaries and bonuses?
4) Why did you re-strike the warrant conversion price?
5) What did Brad do last year to deserve a $70,000 bonus?
6) Why were the proceeds from SIL that went through TSP never openly accounted for? Recall that you promised in a RAQ that the TSP books would be made public so that there could be no question that the SIL funds were distributed properly.
7) Every Consolidate Statement of Cash Flows in the filings contains a cash expense catagory entitled "Compensatory Elements of Stock Issuance". This single catagory is always the largest cash expense, yet details are never provided as to what these "compensatory elements of stock issuance" really are. Please explain.
Some technical questions:
1) What make and model FPGA does your prototype use?
2) Since you have been talking to asian chip manufacturers, I assume that you have selected a design and manufacturing process for the ASIC. What design rules will the ASIC be manufactured on?
3) How many layers will the ASIC require?
4) How many masks per set do you anticipate the design will require?
5) How many mask sets will be required?
6) Since you claim that the FPGA operates in "loopback mode", I am confused as to how a customer could test in on actual lines. How is this possible? Is the FPGA even intended for actual testing?
7) The reference board pictured in the Embarq PDF flyer has a slot for an RF card. This is used for wireless communications, not the type of technology that you are claiming. What is the purpose of this RF card slot?
8) The Hellosoft web site has a picture of a wireless LAN reference board that appears almost identical to your FPGA reference board pictured in the flyer. I find it highly unlikely that such a reference board would be suitable as both a WLAN and DSL development platform. Is the picture in the flyer genuine, or is it yet another fake?
9) You claim that customers have been evaluating Embarq since its release in December. You also claimed that customers evaluated the alptop prototype released three years ago, yet we never heard anything from them. Can we expect the same this time?
That'd be a good start.
Like Bill, I won't spend a dime to go. If someone paid my way and for my time, I'd be glad to...
427: Re: For those who believe it is a scam, I would like to see if they think that anything in the last year has been misleading or misrepresented.
So, the dismal performance of this company has driven you to this pathetic stance. You think there is even the slightest bit of merit in asking if the company has lied to shareholders *lately*? My how the "mighty" have fallen.
Well, they have. They pirated pictures of someone else's hardware and presented to us as technology they had developed.
You ask if anything in the last year has been mistrpresented when even you admitted that they intentionally "misrepresented" these pictures. Of course, you went on to assure us that even though the pitcures of the product were fake, the product was real.
The single most important announcement that the company could make to-date is accompanied by faked pictures and you insist (without qualification as opinion, by the way - where are the "opinion" police?) that they *only* were lying about the pictures...
LOL. Pay no attention to the man behind the curtain...
http://www.investorshub.com/boards/read_msg.asp?message_id=8926301
http://www.investorshub.com/boards/read_msg.asp?message_id=8910326
http://www.investorshub.com/boards/read_msg.asp?message_id=8928208
A semico building millions of dollars worth of inventory
for delivery to a customer in two years? That is even more
preposterous.
Just to be clear, and in case you missed it, the processors will not be delivered in two years, the installation will be complete in two years.
There is a not-so-subtle difference. ORNL has already begun building the infrastructure, and Cray has no doubt started building the system.
Its an academic discussion anyway. I based my opinion on my first-hand experience with contracting at ORNL. They do not buy vapor. You can fill in the blanks regarding the state of the necessary inventory with whatever fantasy that best suits your needs.
I very much doubt that. No one buys millions of dollars
worth of processors and then puts them on a stockroom
shelf for two years.
Clearly, you have not done any government contracting work...
IYO, would that sort of commitment be extended without thorough evaluation of the hardware? Do they take Cray's word that they'll be able to deliver the system at the stated specs? Certainly Cray would have samples from AMD prior to making these claims, wouldn't they?
The company that I currently work for has bid and won a number of ORNL contracts. Their procurement specs are very tight with very specific performance criteria. I cannot believe that they would purchase such a system if Cray could not demonstrate existing technology.
This may sound bold, but I believe that Cray not only has samples, but that AMD has manufactured a significant fraction if not all of the needed processors. I can't believe that ORNL would let such a contract and issue a PR based on a chip manufacturer's speculation about ability to produce. Not a chance, IMO.
wbmw: Re:Just how expensive/exotic is this system proposed to be? Cray seems to be very good at custom performance-at-all-costs installations.
Well, right now ORNL is the sweetheart of the national labs. They got a big funding boost this year for technology and facility upgrades. Given that the Spallation Neutron Source is the most advanced particle accelerator in the world and cost over $1.4 billion, and the new Cray system is intended to be an adjunct to the SNS, my guess is this system will probably be the most expensive/exotic that money can buy.
"It might even go faster than 2.6 GHz if Cray substitutes
liquid nitrogen for water in the system's cooling system. "
Coincidentally enough, I was at the ORNL HPC lab just this Tuesday. I was interviewing for a position there (at a different part of the lab, not the HPC center). I was told that a new AMD quad-core-based system was in the works and that it would require its own substation and dedicated liquid cooling system. I had no idea it was this big.
For *real* cooling, though, they could simply borrow some of the liquid helium that they will use just across the street at the Spallation Neutron Source. The second accelerator stage uses niobium superconductors, and they have their own liquid helium plant.
I hope I get the job. I'd get to play with some really cool toys...
Buy_Low: Re: I bring up a valid protocol that should be followed by everyone on this board and I get criticized. About the only ones I see abusing this is the naysayers.
Then, I submit that you haven't been paying very close attention - especially in the last few weeks. During the runup, we had a rash of new aliases telling us without qualification that this company can't miss.
I'm not going to argue this point other than to say this. This is a stock discussion board - like it, or not. People should be able to, and are allowed by the TOS to post their opinions without qualifying each and every statement as opinion. You don't have to like it, but that's the way it is.
Buy_Low: Interestingly, though not surprisingly, you only seem concerned about this "qualified facts" issue when it pertains to those of us who are critical of this company.
I have yet to see you cricize the supporters of this company for doing the same thing.
Until you stop being hypocritical, people are unlikely to take you seriously.
Geez. This is truly pathetic behavior. Grow up, man.
iam: Re: Of course the "great spoke" will never admit wrong - BUT HE IS!
Interestingly enough, you same exact source (brainyquote) says this:
The definition of insanity is doing the same thing over and over and expecting different results.
Benjamin Franklin
This site also attributes the quote to Franklin:
http://en.wikiquote.org/wiki/Benjamin_Franklin
As does this one:
http://www.quotationreference.com/quotefinder.php?byax=1&strt=1&subj=Benjamin+Franklin
This one too:
http://www.pennsmart.com/liberty/franklin.htm
The quote is often misattributed to Einstein because he also made a very famous qoute defining insanity that people confuse with the Franklin quote. Einstein wrote:
Isn't killing people in the name of God a pretty good definition of insanity?
As one who has studied Einstein a great deal, I am quite familiar with his work and his writings. This topic actually came up in a graduate class I once took. That's how I happen to know about it. The qoute existed in folklore, attributed to Franklin, long before Einstein was even born. Einstein made his famous atheistic quote in his "definition of insanity" as a statement against organized religion. Unfortunately, his serious political statement that "defined" insanity got lost in the confusion by ignorant people with the famous Franklin quote.
There you have it.
Besides. I did admit that I was wrong that one time that I thought I was wrong but it turned out I wasn't.
You guys are a riot. Let's see if *you* admit you were wrong...
Rob: Re: I like Einstein's definition of insanity best: that's when someone keeps doing the same thing over and over and expects a different result each time. I guess we could call that his Relative Theory of Insanity
~~*cringe*~~
That was *not* a quote of Einstein's. It was Ben Franklin's quote.
quimber: Re: ...they came up with vastly diffrent conclusions and even proved the 'expert' Spoke wrong (which he said he verifed with Brad).
LOL! Source?
I've only been wrong once. There was that time that I thought I was wrong but it turned out I wasn't. So, I was wrong about being wrong.
I am outta here this board sucks, wasnt worth a try.
Some saying about a door and "on the way out" comes to mind...
My guess is that you won't be true to your word.
Rob: Re: ...whatever one might say about the stocks you cited in your post, you provided no information which would lead one to believe that Hellosoft associated itself with companies which are shells (in the broad sense of the word) to accommodate the nefarious ways of a deceptive mgmt.
I never said anything about HelloSoft accommodating any nefarious ways. Repeatedly, you and others have touted HelloSoft's connection as being the keystone of proof that RIM is legitimate. This premise is usually based on the specious argument that HelloSoft would not associate itself with a company that was not legitimate. I think I have shown that you cannot conclude that RIM is legitimate simply because they have given money to HelloSoft.
How could one actually hold it against Hellosoft that a company which they were serving didn't make it?
My point exactly. So many people seem to believe that the success of RIM is assured simply because their logo appears on HelloSoft's "partners" page with some big, successful companies. Well, it also appears on the same page as some crappy companies, and ones that have gone bust.
Using the HelloSoft connection as some assurance of success for RIM is ludicrous.
My point remains as stated.
Invalid though it may be.
Rob: Re: Now, if you have some specific reason for disbelieving them, kindly relieve us of our putative benighted state...
Given that at least two recent photographs of the so-called chip were proven to be fakes, I would think that would be specific reason for disbelieving them. That is, of course, if you completely ignore the dismal history of failure and deception by this company, which you seem to do.
Rob: Re: You have selected some companies which suit you argument.
Not correct. I selected some companies that refuted your argument. To paraphrase, you were contending that HelloSoft would not ally itself with a company that was not legitimate. Surely, with your logical prowess, you must concede that your premise can be proven incorrect if even a single example is provided that shows that HelloSoft does ally itself with companies that have questionable legitimacy.
I have provided you with at least one example. Your premise, therefore, has been proven false.
QED
Rob: Re: ... to think that the company - Hellosoft - would not research a start-up OTC company to see where it has been and where it's going, its mgmt, etc, beggars the imagination...
I wonder if you have actually researched this notion. You seem to be hanging your hat on the idea that RIM must be legitimate because HelloSoft took their money. While it is indeed true that there are some big names on the HelloSoft "partners" list, take a look at some the lesser-knowns:
For example, SoftAir Microsystems. Here is a link to their web site:
http://www.softairmicro.com/
They have no products, and the site looks like it was designed by a 4-year old. I would be embarassed as all get-out to have such a site listed on my "partners" page, but HelloSoft has no such reservations.
Best I can tell, Cognigine no longer exists.
EBMC does not even appear to be a company, and neither does Mobile Ignite.
My point being that HelloSoft appears to have no reservations about the company they keep.
If it is true the company needs funds to produce a chip what other alternatives would make sense aside from these agreements?
If the company truly had the kind of technology that they claim to have, they should have no trouble obtaining equity financing that is based on the share price going up, not down.
Competitors, with products that RIM claims are inferior, have had no trouble obtaining over $100 million in beneficial, non-toxic financing.
I dont understand they issue warrants at a certain level correct?
If you don't know the difference between warrants and debentures, you probably should find a new hobby.
The warrants have an exercise price of $0.15, IIRC - the same as the last batch. However, the exercise price can be changed, according to the filing, just like the last batch.
If I am correct about this, it is not actually floorless as you were saying because the agreement does not state that they have a duty to increase authorized shares beyond 900MM.
~~~~*sigh*~~~~~
If it makes you feel better to believe that reaching the limit for authorized shares makes the debentures not "death spiral" instruments, then have at it.
Consider this - if the remaining 600,000,000 were all used to convert the debentures, they would convert at an average share price of one tenth of a penny. That would mean that the share price would lose 99.3% of its current value. If that is not a death spiral in your eyes, then I can't help you.
I honestly don't know why you keep asking me questions if you refuse to believe the answer.
Bill: I usually don't speculate on stock price. However, given that the last death spiral package started with a higher share price, and this package is for more money, I see it as highly likely that the price will go far lower than it did before.
The last death spiral financing almost tripled the number of shares, and that was for $3.5 million. This one is for 6 million. Given that the current OS count is about 300 million, I'm beginning to believe that 900 million might not be enough...
Why would the investors risk all this money they lent them if there was a chance it could be exposed. 6 mil is a lot of dough
There is no risk. None. The "investors" bought floorless debentures that can instantly be converted to free-trading shares with a strike price 30% lower than the trading price at the time of conversion, regardless of how low the share price goes. As long as RIM is trading, and the AS count is not exceeded, the "investors" make a *guaranteed* 30% profit. Since the "investors" are all of foreign origin, there is nothing to keep them from shorting as they convert, increasing their profit and driving the share price lower.
That's why its called "death spiral".
...if they were manipulating the market/scam etc, why would they make it so obvious that any layman could see it but just looking at the histroy of the stock over time.
Clearly, *you* did not see it. Still don't best I can tell. Gullible investors have kept this stock alive for years without the company needing to go to the trouble of producing the first product, or the first cent in revenue. Once you learn your lesson, there will be thousands just like you standing line to get burned themselves.
Why dont u just wait and see what they have to say over the next few weeks before you jump to conclusions about thier supposed intentions.
I know just what they are going to say. I have heard it all before.