Replies to post #149476 on NeoMedia Technologies, Inc (NEOM)

[krays]

· At the option of the holders, if there are outstanding shares of Series C Convertible Preferred Stock on February 17, 2009, each share of Series C Preferred Stock shall convert into shares of common stock at the conversion price then in effect on February 17, 2009

http://ih.advfn.com/p.php?pid=nmona&cb=1223576618&article=28623303&symbol=NB%5ENEOM

If YA should choose to waive the self imposed 4.99% ownership limitation and convert all of the Series C shares in Feb, they can assume direct ownership of more than 90% of the OS and still hold all the assets via the SPA agreements. Of course this would require an increase in AS to somewhere north of 20 billion shares. They will certainly have the voting power to do it if they choose to. Then if the company were sold they would be in line for a bigger piece of the pie than simply being repaid for the outstanding debt. Just speculating here, someone tell my why I'm wrong. Please!!
Regards,

[clawmann]

Krays: Sorry, but I just don't see how a reduction in par value increases YA's voting shares. I thought beam's post (http://investorshub.advfn.com/boards/read_msg.aspx?message_id=32802659) made sense, and I am still concerned that a reduction in par value could possibly enable an RS without shareholder approval.

But I just don't see how the par value reduction benefits YA in the manner that you indicated.

However, if what you posted is correct, then we have a very big issue because the reduction would confer a very substantial additional benefit on YA (the ability to remain in control of the company), but YA has not paid anything for that benefit. This is not a small matter, as that additional benefit - which is not reflected or provided for in any agreement that I know of - cannot just be handed to YA without some substantial consideration.