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conagra

09/24/10 10:09 AM

#36416 RE: litton51 #36415

1. Daic will never be reasonable. Nor will Williamson, his seedy lawyer partner. They will have to be clubbed into submission. Plus, they are too stupid to know when they should cut bait.

2. Pattin was stupid and worse in Daic's pocket. Firing him was the best thing the BOD ever did outside of getting T-Mobile to the table. He was a cancer on the company.
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HighRider

09/24/10 10:12 AM

#36419 RE: litton51 #36415

There is a new BOD not controlled by Daic. They consist of unpaid folks that are stockholders like Dave. So far Dave has done everything he said he was going to do. If you read the SEC documents posted by Calypso back around Dec you will see all the reasons Daic should be afraid to go to trial. If I were him I would look to find a way out that would let me keep some of the money I've already taken and hope I don't get my butt kicked in court.

Pattin was let go by the new BOD because he did not disclose his conflicts of interests from my understanding. The documents are filed with the SEC. Some believe he was an insider for Daic, don't really have the inside scoop, but he was in on a 2009 non-agreement that wasn't executed within the BOD guidelines, the Daic parties now agree the agreement was not a legal agreement pursuant to the articles of incorporation.

From SEC documents:
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On 12/13/09, the Company's Governance Committee demanded that Director Pattin disclose updated information regarding his current affiliations outside the Company or resign within 2 days. Mr. Pattin acknowledged receipt of this demand yet chose to not respond. Consequently, on 12/18/2009, the remaining Board met to accept his resignation effective 12/16/09. Additionally, the Board concluded that Mr. Pattin's alleged 5 year "Employment Agreement", previously disclosed in the company's 8K filing on June 29, 2009, was improper and of no effect.

The company also noted and recorded at least 25 past actions that could be deemed breaches of fiduciary duty and/or being actions contrary to the Company's Code of Ethics by Mr. Pattin. The Company will continue to investigate the role of Mr. Pattin in the past management of the Company and may take action to recover damages to the Company resulting therefrom against Mr. Pattin and any others who were involved if warranted. However, at this time and solely for the purposes of his continued Directorship, these issues are moot because of the deemed resignation.
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downsideup

09/24/10 12:28 PM

#36443 RE: litton51 #36415

Answers...

"1. If Daic has been selfishly depressing the stock for years, what reason would he have now to be reasonable/settle/go away? "

I'm not certain that Daic will choose to be reasonable, settle, or go away. Further, even were he to decide that would be useful for him, I'm not certain the company would agree to settle with him, rather than have their day in court.

I think it is more likely a settlement with Daic might occur following the news CLYW is talking with T-Mobile.

There are obvious reasons Daic might find that in his interest now, with are a couple of factors he will need to consider in deciding whether or not to accede to the company's demands for enabling a settlement. The primary driver is the very high probability that he will lose the lawsuit and in losing have a significantly greater penalty imposed on him than he might be able to negotiate with CLYW now. The many years during which he sought to control the company and disrupt its business were years in which the patents were not yet being widely infringed. Now, there are multitudes of infringers. That means CLYW has a growing list of infringers to go after seeking payments and licenses, each of which is building value in their illicit use of the patent, but it also means that the potential cost of the damages tied to Daic's continued interferences are growing right along with them. Finally, beyond money, there is a reasonable chance that one result of a civil trial could be that it might be followed by criminal charges. Stopping the process with a settlement before trial would likely be the best bet for avoiding those risks.

2. "Richard Pattin was ceo or president for several years. What happened to him and what effect did his tenure have on the company? "

Following the prior settlement attempt with Daic in 2008, Richard
Pattin was purposefully made the SOLE board member... giving him sole power and the unilateral ability to resolve the problem with ongoing Daic coercion and interference. Instead of solving the problem, he chose to cooperate with and enable Daic further, even knowing Daic's purpose was to suffocate the company and take the patents for himself. Eventually, shareholders took control of an expanded board of directors. In the end, Daic demanded Pattin, as President, accede to all of his demands, including that he required Pattin to sign documents which Pattin knew he was specifically denied the authority and power to sign by the board of directors. He signed them anyway, without authority to do so, surrendering ownership the patents to Daic. Daic "took" the patents, and then proceeded to try to "auction" off the patents in a sham sale attempt. Those events precipitated a series of legal actions in Federal court, appended to the T-Mobile lawsuit. After some early victories there, eventually, the Federal court action was bifurcated, with the T-Mobile suit continuing in Federal court, and the issues related to the dispute in CLYW vs.Daic moving to the Texas state courts.

The efforts made by Daic have followed a clear pattern, which includes efforts made to coerce cooperation from those who were properly unwilling to accede to his demands. While Pattin wrongly and knowingly acceded to Daic's demands, and although he knew his actions were invalid given a very specific LACK of authority to act as he did, it seems likely that Pattin, as others before him, acted as he did as a subject of Daic threats and intimidation.

Following the initial resolution of the current Daic trial, there likely will be a number of other legal issues for the company to address, including a number involving prior management, and the work that was done by outside service providers, etc.

JMHO