PORTNOY LIES IN A FILING NO WAY ! Letter from the Chairman
1)
“Previously ousted Cryo-Cell Board member Ki Yong Choi and his brother-in-law are waging a proxy fight for control of your company. Both were voted out by shareholders in August 2011 as a result of frustration with the Board’s poor performance and a desire for a new business strategy.”
Mr. Choi and his brother-in-law were not voted out by shareholders in August 2011 as a result of frustration with the Board’s poor performance and a desire for a new business strategy. Rather, Mr. Choi and Mr. Cho, each of whom was a member of the Company’s Board of Directors until August 2011, were not re-nominated by the Company to serve as directors for the 2011 annual meeting after Mr. Choi submitted his own slate of nominees. Stockholders did not vote for or against Mr. Choi or his brother-in-law in the 2011 annual meeting election.
What are Choi’s Intentions?
2)
“On August 22, 2011, Mr. Choi submitted a 13D filing that stated his intention to amend the existing Cryo-Cell bylaws to enable any shareholder controlling at least 15% percent of the stock to remove any and all Board members without cause. Mr. Choi was well aware that his proposed change would apply only to him. Had he been successful, the net result would have enabled him to dismiss any Board members who did not support his viewpoint. This is in direct violation of Delaware law.”
On August 22, 2011, Mr. Choi did submit a 13D in which he proposed the following:
“the Board shall vote as directors to amend the bylaws of the Company to allow a stockholder holding fifteen percent (15%) or more of the outstanding capital stock of the Company to call a special election of stockholders for the election of directors and to allow removal of any or all directors without cause.”
The Company did not enact Mr. Choi’s proposed Bylaw amendment.
What are Choi’s Intentions?
3)
“On August 22, 2011, Mr. Choi submitted a 13D filing that stated his intention to amend the existing Cryo-Cell bylaws to enable any shareholder controlling at least 15% percent of the stock to remove any and all Board members without cause. Mr. Choi was well aware that his proposed change would apply only to him. Had he been successful, the net result would have enabled him to dismiss any Board members who did not support his viewpoint. This is in direct violation of Delaware law.”
The proposed bylaw amendment to allow a stockholder holding fifteen percent (15%) or more of the outstanding capital stock of the Company to call a special election of stockholders for the election of directors is not a violation of Delaware law. The proposed bylaw amendment to allow removal of directors without cause is not a violation of Delaware law.
What are Choi’s Intentions
4)
“ In his final days as a Cryo-Cell Board member, Mr. Choi voted to a wire transfer of $2.5 million into a trust for the then-current Board chairman.”
Mr. Choi voted to place $2.5 million in escrow to cover potential claims of Company officers which officers would become entitled to, subject to satisfaction of provisions in their employment agreements, upon the occurrence of a change of control of the Company.
Item 9.01.
Financial Statements and Exhibits.
(a)
Financial Statements of Businesses Acquired.
Not Applicable.
(b)
Pro Forma Financial Information
Not Applicable.
(c)
Shell Company Transactions
Not Applicable.
(d)
Exhibits.
Not Applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
CRYO-CELL International, Inc.
DATE: June 28, 2012
By:
/s/ David I. Portnoy
David I. Portnoy
Co-Chief Executive Officer
My attitude with penny stocks is similar to Vegas - I don't use any funds I'm not prepared to totally lose.
Not to say I don't try very hard to "win", but it minimizes the stress of sudden movements.
