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Re: None

Wednesday, 02/20/2008 12:06:32 AM

Wednesday, February 20, 2008 12:06:32 AM

Post# of 119915
Read this...today's 8K - statement - with the mumbo jumbo cut out... Maybe you folks should listen to what they tell us!

WHEREAS, the Corporation deems it desirable and in the Corporation’s best interests that Optionee be given an opportunity to acquire shares of the Corporation upon the terms and subject to the conditions set forth in this Agreement in order to provide further incentive to Optionee that is directly linked to increases in stockholder value which will therefore inure to the benefit of all stockholders of the Corporation.

Now... what did they say about the PREFERRED shares...10/16/07
Yep... 4 months ago in the Pre 14C SEC filing...



Purpose Of Authorizing Shares Of Preferred Stock

The Board plans to issue shares of convertible preferred stock to certain related and unrelated parties of the Company, in order to satisfy existing debt held by such parties. The Company anticipates that such holders of preferred stock will be entitled to convert their shares of preferred stock into Common Stock at a rate equal to the dollar amount of their preferred stock divided by the volume weighted average conversion price per share of all conversions made by YA Global (as defined in Proposal 2) of any and all convertible debentures previously issued by the Company to YA Global. In addition, the Board believes that it is desirable to have authorized shares of preferred stock available for possible future financings, possible future acquisition transactions and other general corporate purposes. The Board believes that having authorized shares of preferred stock available for issuance in the future should give the Company greater flexibility, as the voting powers, designations, preferences and rights of the shares of preferred stock, as well as the issuance of such shares of preferred stock may be established without the expense and delay of a special stockholders’ meeting. Although such issuance of preferred shares with respect to future financings and acquisitions would dilute existing stockholders if the shares are convertible into shares of common shares, the Board believes that such transactions would increase the value of the Company to its stockholders.


http://secfilings.nasdaq.com/filingFrameset.asp?FileName=0001144204%2D07%2D054502%2Etxt&FilePath=%5C2007%5C10%5C16%5C&CoName=COMPLIANCE+SYSTEMS+CORP&FormType=PRE+14C&RcvdDate=10%2F16%2F2007&pdf=

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