Advanced Mktg Svc fka MKTSQ

[HDOGTX]

Robert Robotti 22.1% of Common Stock and was also appointed to board of Dirtectors along with Mrck Ravitz who ownes another 12% of the common shares.

Robotti Robert · SC 13D/A · Advanced Marketing Services Inc · On 9/11/06

http://www.secinfo.com/d11nT1.vn.htm

On September 11, 2006, the Ravenswood Investment Company, L.P. (“Ravenswood”) filed with the Corporate Secretary of Advanced Marketing Services, Inc. (the “Company”) a written notice (the "Notice Letter") in accordance with Article II Section 2(c) of the bylaws (the "Bylaws") of the Company of its intent at the next annual meeting of stockholders to propose a resolution requesting that the Board of Directors take all steps necessary to amend the Certificate of Incorporation and By-Laws to provide that Stockholders owning in the aggregate at least 10% of the outstanding shares of the Company's Common Stock be permitted to call a special meeting of the Stockholders.


Ravenswood believes this proposal would improve Advanced Marketing's corporate governance. Currently, the stockholders cannot call a special meeting of stockholders, as only a majority of the Board of Directors may call a special meeting. Advanced Marketing has not held a stockholders meeting in over three years. Thus, Advanced Marketing's Board of Directors and management have not had to account to stockholders in over three years and Advanced Marketing's stockholders have not had the opportunity to vote for Directors in over three years. If Advanced Marketing's stockholders had the right to call a meeting of stockholders, this could have been prevented. Delaware law does not permit the stockholders acting without the Board of Directors to change the Certificate of Incorporation to give stockholders the right to call a special meeting. Accordingly, Ravenswood has decided to hold a referendum on this issue and put it to the Directors to take the necessary steps to permit stockholders to call special meetings.


Ravenswood believes that one or more holders owning 10% or more of the Company's Common Stock is the proper minimum for stockholders to call a special meeting of stockholders. The Company's Shareholders' Rights Plan, or so called "Poison Pill," severely penalizes and thereby prevents stockholders from obtaining 15% or more of the shares of Common Stock. Similarly, the "Poison Pill" prevents stockholders holding 15% or more of the shares of Common Stock from acting together. Accordingly, Ravenswood believes that the 10% ownership level is necessary to enable stockholders to be able to exercise the ability to call a special meeting of stockholders.


In terms of day-to-day governance, the stockholders lose important rights, such as the ability to remove directors or initiate a stockholders' resolution without having to wait for the next scheduled meeting, if they are unable to compel a special meeting. Ravenswood believes that providing the stockholders with the ability to compel a special meeting will allow them to act more independently and increase their ability to hold the Board of Directors and Advanced Marketing's management accountable.