NeoMedia Technologies, Inc (NEOM)

[clawmann]

The proxy materials from early 2006 say this:

"The presence at the meeting, in person or by proxy, of the holders of a majority of the shares of common stock outstanding on the record date will constitute a quorum, permitting the meeting to conduct its business. As of the record date, the shareholders held a total of 766,129,260 votes, including 133,822,363 votes to which Cornell Capital is entitled in connection with its Series C Convertible Preferred shares. As such, holders of at least 383,064,631 votes (i.e., a majority) must be present at the meeting, in person or by proxy, to obtain a quorum. Proxies received but marked as abstentions and broker non-votes will be included in the calculation of the number of shares considered to be present at the meeting."

AND this:

"Cornell Capital holds Series C Convertible Perferred shares that have voting rights on an "as converted basis." If Cornell had converted all of the Series C Convertible Preferred shares at a conversion price of 97% of $0.208, which was the lowest closing bid price of NeoMedia common stock for the 30 business days preceding May 1, 2006, they would be entitled to 133,822,363 shares of common stock upon conversion, and as such, Cornell will be entitled to this number of votes in connection with the proposals described herein."

(That was 17% of the total back then)

Then the Preliminary Proxy Materials from October 9, 2008 say that YA at that time had the right to cast 60.4% of the votes at the shareholders meeting that was called for late 2008 and then cancelled.

AND NOW THE 2008 10K says this:

"Therefore, YA Global may not exercise all the voting rights contained in the designation of these securities, unless we have been declared by YA Global to be in default or YA Global waives this restriction, subject to a 65 day notice period, and complies with the reporting requirements of the SEC for affiliates."

WTF???????????????

Sorry, boys. You can't give YA the right to vote more than 10% of the votes (which votes YA exercised in 2006) and continue to maintain they have the right to vote more than 10% of the shares all the way through 2008, and then try to get them off the hook for not filing as an insider by changing your interpretation in the 2008 10K filed on April 15, 2009.