This is my first posting; I was fascinated to find this thread a week or so ago, and have read all 200 or so messages in the thread.
I've been a shareholder for almost a year and a quarter; basis is $4.25/share. Oops!
I'm confused by what I've read in the past 10 postings, or so. Since I went to work for Doc in his new company about a year ago, I have gotten a little knowledge of BioSafe from him. As I read the recent postings, there's discussion of a "restructuring"; but I haven't seen or heard of any restructuring in BSFE in the past several months.
The shareholder vote is about a move to reincorporate the company as a Delaware corporation, rather than as a Nevada corporation. But in the process, they're proposing to insert several anti-takeover provisions:
ú A proposal to divide the board of directors into three classes, serving staggered three-year terms (proxy, page 3);
ú A proposal to require that a director may be removed only for cause, and then, only by an affirmative vote of two-thirds of the outstanding shares at a special meeting called for that purpose (proxy, page 3); and
ú A proposal to require that it takes 80% of the shares to amend or repeal any of the provisions regarding directors or amendments to the Delaware Certificate (proxy, page 8).
None of these provisions is required to be in the certificate of incorporation of a Delaware corporation. They are permitted -- but not required. If they want to move the state of incorporation, that's OK with me, but sliding in these other proposals (they refer to them as "related changes to the certificate") seems inappropriate.
These people have been there for more than a year, and haven't done anything to improve shareholder value. You may or may not agree with Doc, but at least he kept the price up!
School is still out for this board and management team. I'm not ready to give them tenure by voting for the anti-takeover stuff until they show that they can do something for positive for us -- the owners.
I'm not suggesting that there's anybody out there who would want to take the company over, but we can hope! And if these proposals pass, no prospective suitor would even be able to give it a try. Why shut the door? |
