ALL - IMO, WHAT WE NEED TO KNOW, HERE, IS WHO IS IN CHARGE!?!
With all of the rumors flying around (especially from ME!) why is it that no one is talking about who is in charge???
Ken Walther, for all his apparent good intentions and capabilities, is the PRESIDENT of the company (at least he is unless the rumors of him being relieved of duties are confirmed!) PLEASE SEI OR SEC, SOMEBODY TELL US WHAT IS GOING ON WITH OUR COMPANY!!!
WHATEVER the Truth of that turns out to be, the President of a company, any company, is an EMPLOYEE (no offense intended!). Companies are controlled by a BOARD OF DIRECTORS. They hire the Officers, and DIRECT the operations of the business. Well, our two "official" Directors appear to be in BIG trouble (keeping this as clean as possible), so WHO IS IN CHARGE OF this business???
HAVE NEW DIRECTORS BEEN ELECTED (OR APPOINTED!)? I passed on a rumor of this being so, several days ago! SEI, WE DEMAND AN ANSWER! And, if so, who are they? Directors are generally SUPPOSED TO BE elected by the Shareholders (yes, that includes us!). But who are the CURRENT MAJOR SHAREHOLDERS?
The 10K names only four people with 5% or more ownership of SEI stock as of August 31, 1996: (Are these amounts accurate, currently?)
Charles Huttoe - 3,400,000 shares
Maria Iacovelli - 1,000,000 shares
James Tully - 2,251,588 shares
James Christensen - 2,288,000 shares
Now, the S-8's tell us of many individuals and/or companies that have been issued a total of 39M+ shares, but WE DON'T KNOW WHO OWNS WHAT NOW! WE DESERVE TO KNOW who the current major shareholders are, say those with 1,000,000 shares or more. Whoever they are, THEY are in charge of this company, whether they are otherwise inside the company or outside the company - whether they are good guys or bad guys - whether they know it or not!
AND IT SHOULD BE VERY EASY! THE TRANSFER AGENT KNOWS! THAT'S THEIR JOB! - TO KEEP TRACK OF WHO OWNS WHAT SHARES OF EVERY COMPANY THAT THEY ARE THE AGENTS FOR - REGARDLESS OF HOW MANY OR HOW SUCH SHARES WERE ISSUED!
I called the Transfer Agent for SEI, as a Shareholder, and asked for a copy of the current SHAREHOLDER'S LIST which they are required by law to maintain. Their response was that, Yes, they would send me a Shareholder's List IF I GAVE THEM A LETTER OF AUTHORIZATION FROM THE COMPANY ON OFFICIAL COMPANY LETTERHEAD. If I could get someone (besides a secretary) at SEI to answer or return a phone call, I would ask (or if necessary, demand) such an authorization. WE DESERVE TO KNOW WHO OWNS OUR COMPANY! SEI needs to authorize a Shareholder's List for review and distribution!
Has there been a recent meeting of the Board of Directors? Has an "Interim Board of Directors" already been somehow appointed? Who are they? Has there been some kind of Shareholders' meeting to elect new Board Members? Who was notified and how was the notification list determined? WE DESERVE TO KNOW WHO IS ON OUR BOARD OF DIRECTORS AND THEREFORE IN CHARGE OF THIS COMPANY - AND WE NEED TO KNOW, NOW!!!
This is an area that I have some experience in, and I'd love to review a copy of the Articles of Incorporation and By-Laws of SEI (as amended!) When is (was) the annual Shareholders' meeting? Are there any pre-emptive rights? Is cumulative voting allowed? How many Directors are provided for, or allowed? What are the provisions for replacement of Directors between annual Shareholders' meetings - provisions for notices for such meetings? What are the provisions for Shareholders (LIKE US) to call a Special Meeting of the Shareholders? I'll bet it would make for some interesting reading and revelations! Anyone have copies of these documents that I might take a look??? Minutes of the Board of Directors' meetings would be nice, too!
As far as the potential recision of shares is concerned (and, I would hope that many can be), I would expect that only the Board of Directors would be able to take such an action. All the more reason for us to want to know, SO THAT ACTION CAN BE TAKEN AS QUICKLY AS POSSIBLE!
I am NOT looking to make trouble! I am a Shareholder, and what I would really like to do is to BUY MORE! But for any of us to do that, we need to know what is behind our invested dollars! We need to know where the company stands, what's real, and - bottom line - we need more information! Nothing that I am saying now should be construed as being "against" the company - quite to the contrary! Remember, that I have made offers to work with and help the company (and still would!) I just believe that as Shareholders we deserve to know who is in charge of this company, NOW! We ought to know who our bedfellows are - and, who is making and enforcing the rules that will affect us!
We will certainly have a much clearer picture of the likelihood for SEI's recovery, if we know who is really in charge!
SEDONA John (Supposedly RETIRED! in Paradise, yet, here I go again!) |
