Replies to post #178980 on NeoMedia Technologies, Inc (NEOM)

[clawmann]

Jonsie:

read this post I just made:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=39468776

The proxy materials for the 2006 ASM say that the shareholders held a total of 766,129,260 votes, including 133,822,363 votes to which Cornell Capital was entitled."

So I don't know where Womble got his 632,306,843 number unless he backed out the Cornell and the insider votes, and found that, of the remaining votes, 58% of the retail shares were voted in favor.

That would, I think explain Scott's numbers, they were limited to the retail shareholders.

And if you subtract 366,948,797 (Scott's "for" number) from 567,687,092 (the "for" number in the Q), I think the difference equals the Cornell votes plus the votes of insiders. About 200 million.

But thanks much for that. It supports the argument that Cornell did in fact vote in excess of 10%.


Hard to believe that only 49 million shares were voted against and 1.6 million abstained. That is only 50.6 million that did not vote in favor. And that is not 42% of any number that makes sense.

Is the Q wrong? Or was Scott wrong?

IF only 49 million shares were voted against, then quite a few of our board members who said they were voting "no" were not being truthful. Do we have our own "Robert the Bruce" (as he was portrayed in the movie Braveheart).

[Drmyke3]

we were lied to at the SHM. We were told that the increase in shares was to prevent a takeover. In effect, those shares let YA take over.
Dr. Mike

[clawmann]

Jonsie: I've reconsidered your post. It is more disturbing than I originally thought.

Parker forwarded to you an e-mail written to him by Womble in which Womble wrote:

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

Well that is clearly a much smaller number than what was stated in the Proxy for the 2006 ASM. That Proxy - filed with the SEC - says that there were 766,129,260 votes, including 133,822,363 votes to which Cornell Capital was entitled." The difference between the overall number in Womble's e-mail and the overall number in the Proxy seems to be the Cornell votes.

I have no doubt Womble accurately reported what was in the books he inherited. He was not with Neom in June of 2006 when the records for the ASM were originally made. So there are several possibilities: the books were not accurate from the beginning (intentional mis-recording or mistake?), or they only record the common shares actually issued and outstanding (and not the preferred voting rights) or they have been subsequently altered.


What is even more interesting is how accomodating Parker was by forwarding your question to Womble and then forwarding Womble's response to you. If I were Neom's outside counsel, I would have told you "I can't discuss my client's business with you at all, even if you are a shareholder, you need to speak directly to the company. Sorry."

[in4it]

Agreed