Replies to post #178958 on NeoMedia Technologies, Inc (NEOM)

[jeffz2]

WTF summarizes this all to well.
I get the distinct impression that you are telling us - the shareholder - that collectively we could have some real teeth regarding some past and future transgressions that may occur in response to 'whatever' events transpire?

edit - think you just answered this in the previous post.

Thanks Claw
Jeff

[jonesieatl]

Here is more interesting info along those lines, Clawmann ...

... and BTW your digging and interpretation of the SEC filings is awesome as always and I'm sure is much appreciated by those who want to know what is really going on with NEOM and their various relationships.

On August 21 2008 Clayton Parker emailed me in response to a question, actually several questions, which I had posed in correspondence to Chas, JJ, Mark Angelo and in what was at that time the draft of a letter to the SEC.

Among other things, in his reply he said:

"As you can see, 58% of the holders of NeoMedia's Common Stock voted in favor of the increase in the authorized Common Stock. As a result, Cornell's vote was irrelevant since sufficient shares voted in favor to pass the resolution for the increase in the authorized common shares."

Clayton's "as you can see" derived from an email from Scott Womble to Clayton, in which Clayton had posed one of my questions. Clayton forwarded Scott's email to me and it contained the following:

"At the 2006 shareholder meeting, there were 632,306,843 shares of common stock that were beneficially owned and outstanding and eligible to vote.

Of the 632 million, there were 366,948,797 shares of common stock that voted in favor the increase in share quantity, for 58% of the vote."

Scott said ~367MM shares voted 'for'.

However within the Q report associated with that very same timeframe is found:

"Matter #3 Increase to authorized shares

For          Against        Withheld       Total 
  
                            
 567,687,092   48,882,386      1,663,346    618,232,824

"

Wow, the Q says nearly 200,000,000 more shares voted "For" than Scott the CFO said in his email to Clay which Scott knew I would be reading. Nearly 92% of the votes cast were 'for'.

Imagine that.

One might wonder who voted those shares but IMHO we need not wonder too long.

I think Cornell indeed cast their vote based on potential conversion of every share they could have possibly converted into at the time and at the relevant PPS. I think Scott inadvertently gave Clayton/me the 'Cornell vote excluded' number because of the nature, tone, specifics and detail in my questions .... perhaps assuming I couldn't read an SEC filing.

That 200,000,000 'discrepancy' is very telling IMO.

JMHO

jonesie