Mike Cooper's smoking cannon.
It is well known to everyone what happened on Monday July 29th of this year. There is also a videotape of Gravis' Annual General Meeting as recently confirmed by Mr. Stuart Cooper of the Law offices of Davis and Company, Gravis' barrister's. Mr. Cooper is allegedly being scrutinized by the Law Society of British Columbia and has advised them accordingly.
Two (2) days after said Annual Meeting, Gravis' U.S. general counsel, Perkins Coie, filed Gravis' U.S. SEC From 20F (similar in nature to a 10K), for the fiscal year 1996 ended January 31, 1996. Said EDGAR filing was submitted electronically by Bowne, on behalf of Perkins Coie, at 31-JUL-1996 15:52:02.98 hours. There are some disturbing and telling issues of fact concerning said document.
On page 13, ITEM 5, NATURE OF TRADING MARKET of Gravis' Form 20F, Mike Cooper, again confirmed that Gravis intends to seek reeinstatement on Nasdaq once it can fully meet the requirements for the listing. Mike Cooper also confirmed this, on record, at the past two AGM's.
Also, Gravis' fianancials, on page 31, also reflects shareholder equity of $12,273,943 or approximately $.66/share for fiscal '95 ending January 31 and shareholder equity of $4,146,288 OR $.22/share for fiscal '96. Mike Cooper took over an $8million loss, primarily comprised of highly unusual, non-recurring and extraordinary write-downs.
Said 20F, did not refer to a shareholder approved Yanion funding. Said 20F did not refer to shareholder allegations of director criminal gross negligence nor false and fraudulent proxy despite the Gravis Board and legal counsel being provided with certified and registered notice. Again, said 20F was filed two (2) days after Advanced Gravis' AGM.
Again, as a matter of record, the shareholders further allege, that Barry Fraser of McCarthy Tetrault nominated three directors to Gravis' Board. The shareholders further allege that the Yanion investment was unanimously approved by the shareholders at said AGM. The shareholders further allege that no other investment offer was voted upon or mentioned at said AGM.
The shareholders further allege that Norman Levinson, a shareholder and former director, advised the shareholders at said AGM, that pursuant to the conditions of the Yanion agreement, fully diluted shares would exceed Gravis' authorized amount of 50,000,000. This was subsequently confirmed, on record, by Stuart Morrow of Davis and Company. This issue now was of significant concern to Barry Fraser of McCarthy Tetrault and he rose and specifically requested, on record, whether authorization to exceed 50,000,000 shares could be performed at said AGM without a subsequent special shareholder meeting or vote. Again, Barry Fraser, of MaCarthy Tetrault, was now very concerned about the Yanion situation and the fact the 50,000,000 share authorization would be exceed should Yanion exercise their warrants. There was a clear sense of urgency to gain control of Gravis.
The shareholders further allege that Davis and Company advised Mr. Barry Fraser, that a special shareholder vote would be required.
The shareholders further allege that imediately subsequent to said AGM, the Board, nominated by Barry Fraser of McCarthy Tetrault, including himself, rejected the AGM shareholder approved Yanion investment and approved the American Brands (NYSE:AMB) tender.
The shareholders further allege that said AMB tender was never discussed at said AGM.
The shareholders further allege that McCarthy Tetrault is the Candian counsel representing American Brands (NYSE:AMB).
The shareholders reallege said issues of facts pursuant to SI posts #1-#1627, inclusive, and further allege that the aforesaid issues of fact are further sole and proximate cause in the irreparable harm and unspecified damages suffered by the Gravis shareholders. |
