Dear Fellow Shareholders:
As you know, there is an on-going effort to remove Messrs. Lacle, Syed and Saleem from Michelex’ Board of Directors. The shareholder group that I represent currently has received pledges of support from shareholders holding approximately 537 million shares, which constitutes a majority of the outstanding shares of Michelex. We are now taking the next step in the process that will lead to the removal of Messrs. Lacle, Syed and Saleem. We believe this is necessary in order to save Michelex, and thus our investments.
Below is the ‘consent’ form that is being delivered to shareholders who have supported our efforts, along with the cover letter that explains what action will be taken on behalf of Michelex shareholders. If you have not yet decided to remove Messrs. Lacle, Syed and Saleem, please consider joining the majority of shareholders who have decided that it is in their best interest, and the best interest of their company, to do so. Remember, Michelex is a public company, and as such, it is the shareholders who determine who should run our company on our behalf.
Please contact me if you have any questions.
Sincerely,
Dino A. Sawyer
savemichelex@gmail.com
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Dear Fellow Shareholder:
Currently, we are compiling consents from shareholders owning a majority of the outstanding shares of Michelex. However, we have decided not to call a shareholder meeting as it may take up to 40 days before the meeting could be held due to federal requirements regarding the notification process. Due to immediate concerns that Messrs. Lacle, Syed and Saleem may attempt to transfer or sell Michelex’ assets, we fear that calling a shareholder meeting would allow too much time for additional actions to be taken at the expense of shareholders. As soon as Michelex’ corporate counsel, Arthur Marcus, receives signed ‘Consent Forms’ from shareholders holding a majority of the outstanding shares of Michelex stock, he will file the appropriate documentation with the State of Utah. The effective date of their removal will be 10 days from the mailing of notices to the remainder of our shareholders. In accordance with Utah law, notification of the action taken will be mailed to all shareholders.
In order to expedite this process, the ‘Consent Form’ is attached to this email. Please note that you are not signing a proxy authorizing someone to vote your shares on your behalf, you are directly removing Messrs. Lacle, Syed and Saleem. In addition, you are authorizing the appointment of Mr. Venkat Kakani, Mr. Frank T. LaSusa and Mr. Dino A. Sawyer to Michelex’ Board of Directors. Brief bios for Messrs. LaSusa and Sawyer appear below.
The ‘Consent Form’ also authorizes that two additional board positions be created and allows the new Board of Directors to fill said positions until a meeting of the shareholders is held. We believe having two available positions will be crucial to our efforts to secure additional financing.
Mr. Kakani will remain as Pristine Pharma Corporation’s CEO. Messrs. Kakani, LaSusa and Sawyer will not receive any compensation for serving as directors of the company. Mr. LaSusa will use his best efforts to assist Mr. Kakani in procuring funding and contracts for Pristine Pharma Corporation, while Mr. Sawyer will focus on Investor Relations and issues relating to transparency.
Instructions:
1. Download the attached file (‘Consent Form’).
2. Sign your name on the ‘Signature’ line, then print your name and write in the # of registered shares owned in the spaces provided. Please note: You do not have to sign in front of a witness.
3. Fax the signed ‘Consent Form’ to the attention of Mr. Sawyer at 732-845-3286.
4. Please return via fax as soon as possible, preferably within two days of receipt. If you are unable to return the ‘Consent Form’ via fax, please contact Mr. Sawyer at: savemichelex@gmail.com
If you are unable to open the attached file:
Select or ‘highlight’ the ‘Consent Form’ as it appears below, ‘paste’ into a Word Document, print it, sign your name on the ‘Signature’ line, print your name and write in the # of registered shares owned in the spaces provided and fax it to the attention of Mr. Sawyer at 732-845-3286. If you need any assistance, please email Mr. Sawyer at savemichelex@gmail.com.
We realize that it is a bit of an inconvenience to have to print, sign and fax the ‘Consent Form’, and do so within two days of its receipt. However, the inconvenience of having to do so pales in comparison to the inconvenience of having an investment that is worthless. If we did not believe these extraordinary measures were needed, we would not request your assistance.
We cannot guarantee that even with a new Board of Directors and new corporate officers that Michelex will be successful. However, the status quo is unacceptable, and we believe that the best solution, and possibly the only solution, is to replace Messrs. Lacle, Syed and Saleem with individuals committed to making Michelex a transparent company that creates shareholder value.
Please contact Mr. Sawyer if you have any questions. Thank you for your consideration.
Sincerely,
Dino A. Sawyer
savemichelex@gmail.com
Glenn Pauly
Jiten Parikh
Melissa Smith
Robert Karbousky
Frank LaSusa, RPh:
Mr. LaSusa has 30 years experience in the Pharmaceutical Industry with extensive background and expertise in both the brand and generic markets. Currently he is the President/Owner of J.C. Marketing, a pharmaceutical consulting company. Frank is closely associated with the top executives of the three major drug wholesalers and a tier one drug retail chain in USA. He also served as a member of several trade associations including HDMA and NACDS. Prior to forming J.C. Marketing, Mr. LaSusa served as VP Corporate accounts for PAI Pharmaceutical Corporation, a liquid manufacturer where he was responsible for negotiating purchasing contracts with wholesalers and chains throughout the U.S. and foreign countries. Mr. LaSusa also held various positions throughout his career including Executive VP of sales and marketing at Prefil Corporation, now owned by Becton Dickinson, ENDO and Bristol-Myers, where he was responsible for the wholesale division of Apothecon, Bristol-Myers generic division. Mr. LaSusa’s product experience includes the following: Injectables, Liquids and solids. Frank is a graduate of Marquette University with a B.S. in Biology along with a Pharmacy degree from the University of Wisconsin~Madison.
Dino A. Sawyer:
Mr. Sawyer is the former Director of Human Resources for the Dartmouth Printing Company. Mr. Sawyer also held positions as the Sales & Marketing Administrator and Deming Coordinator. As the Deming Coordinator, Mr. Sawyer successfully changed the corporate culture by implementing the Statistical Process Control and Total Quality Management techniques of Dr. W. Edwards Deming. Mr. Sawyer managed the training of the entire workforce (250+ employees) and implemented and oversaw the creation and development of Process Improvement Teams throughout the entire company. As the Sales & Marketing Administrator, Mr. Sawyer assisted the V.P of Sales in implementing a ‘Consultative Sales’ approach that was employed by the national sales force. While in graduate school, Mr. Sawyer was a Research Assistant with the University of New Mexico Institute for Public Policy where he managed the operational component of a DOE research grant and served as liaison to Sandia National Laboratories (SNL). Subsequently, Mr. Sawyer served an internship with SNL in which he assisted with design of community education programs and conducted public Q&A forums. Mr. Sawyer was then fortunate enough to take on the role of primary care-giver for his two children and his late mother. During this time, Mr. Sawyer began to focus on micro-cap investing. He has been investing in micro-cap securities for over twenty years and is very familiar with the OTC market. As many of you know, he is a staunch advocate for public companies being operated in a transparent fashion. Mr. Sawyer is a graduate of the University of New Mexico, with a B.S. in Economics.
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WRITTEN CONSENT
IN LIEU OF A SPECIAL MEETING
OF THE SHAREHOLDERS OF
MICHELEX CORPORATION
The undersigned, being the shareholders holding at least a majority of the voting power of Michelex Corporation, a Utah corporation (the “Company”), do hereby consent to, approve and adopt the following resolutions and the transactions contemplated thereby by written consent in lieu of a meeting pursuant to Section 16-10a-704 of the Utah Business Corporation Act and in accordance with the Bylaws of the Company:
WHEREAS, the undersigned shareholders of the Company and certain members of the Company’s Board of Directors have determined that it is in the best interests of the Company to immediately remove Sabir Saleem, Midhat Syed and Albert Lacle as directors of the Board (the “Removal”);
WHEREAS, the undersigned shareholders of the Company hereby vote to increase the number of Board of Directors to five (5) and elect Dino Sawyer and Frank LaSusa to serve as Directors of the Company to fill the vacancies created by the Removal. The remaining vacancies shall stay unfilled until suitable new candidates are chosen, and the existing Directors are authorized to Co-op new Directors by majority OF Directors vote until the following annual meeting of shareholder is held.
WHEREAS, the undersigned shareholders of the Company hereby vote to ratify the Board’s appointment of Venkat Kakani to the Board of Directors as of November 30, 2010
NOW, THEREFORE, the undersigned believing it is in the best interests of the Company, it is hereby:
RESOLVED, that the Company shall be authorized, and it is hereby authorized, to remove Sabir Saleem, Midhat Syed and Albert Lacle as directors of the Company; and it is further
RESOLVED, that Dino Sawyer and Frank LaSusa are hereby elected as directors of the Company to serve until the next annual meeting of the shareholders.
RESOLVED, that Venkat Kakani’s appointment as Board of Director as of November 30, 2010 is ratified and Venkat Kakani is authorized and directed to execute and deliver on behalf of and in the name of this Company all documents and instruments and to make any such filings with the appropriate entities as may be determined by such officer to be reasonably necessary to accomplish the purposes of these resolutions and to do all other things and acts which any such officer may determine to be necessary and appropriate to carry out the purposes of these resolutions; and it is further
RESOLVED, that Venkhat Kakani is hereby authorized and instructed to commence an investigation into the activities of Sabir Saleem during his tenure as a Director of the Company; and it is further
RESOLVED, that the action taken by this Consent shall have the same force and effect as if taken at a meeting of the Company’s shareholders, duly called; and it is further,
RESOLVED, that this Consent may be executed in counterparts, each of which shall be deemed an original and all of which, when taken together, shall be deemed one and the same document. This Consent may be executed by facsimile signature.
IN WITNESS WHEREOF, the undersigned, representing a majority of the voting power of the Company, consent hereto in writing and direct that this instrument be filed with the minutes of proceedings of the shareholders of the Company.
___________________________________________
Signature
Please Print Name of Shareholder:_____________________________________________
# of Registered Shares Owned:________________________________________________
