NOTICE OF E.G.M. -and- Inf. Circ., Special Committee and prima facie Rule 10b-5 violations.
The Special Committee.
'...On Oct 23, 1996, the Board of Directors established a Special Committee to review,
evaluate and consider, on behalf of the Board of Directors, the terms of Arrangement,
including whether it is fair and reasonable to Minority Shareholders and in the best
interests of the Company as a whole.
Who comprises the Board of Directors and the Special Committee?
On July 29 1996 Gravis, the Company held its fiscal 1996 Annual General Meeting (under
protest by the shareholders pursuant to allegations of false and fraudulent proxy.
On July 29th the Yanion investment gravis.com was unanimously
approved at said AGM.
On July 30 1996 Gravis issued a press release which declared the following individuals
as directors:
Richard T. Groome, Chairman of Gravis and CEO, Groome Capital Advisory; Paul Leung,
CEO,Yanion N.A.; Barry Fraser, McCarthy Tetrault in addition to John Campbell, Mike
Cooper and Grant Russell. Barry Fraser, in fact, took an aggressive position in
standing up and nominating Richard Groome, Grant Furlane and himself to fill three
vacant postions on the Board of Directors. Norman Levinson was also nominated to the
Board by the minority shareholders at said AGM but was not elected. The nomination of
Barry Fraser, Richard Groome and Paul Leung was never mentioned prior to said AGM and was
not incorporated within Gravis' Form of Proxy nor Information Circular pursuant to said
AGM. The ACCO tender offer was also never mentioned at said AGM as said Yanion
investment, again, was unanimously approved.
Who is Barry Fraser?
He is an attorney with McCarthy Tetrault.
Who is McCarthy Tetrault?
They are the Canadian legal counsel representing American Brands (NYSE:AMB).
Barry Fraser abruptly resigned from the Gravis Board on July 29, 1996.
The same day of the AGM. Barry Fraser nominated Richard Groome and Paul Leung.
Barry Fraser and Paul Leung were subsequently replaced by Tom Cheng who was
subsequently replaced by Bob Smiley, also with McCarthy Tetrault, and Grant
Furlane, former CEO Trionics, VSE:TIL announced on August 1
gravis.com;
The Barry Fraser July 30 1996 press release should be the Pr22.htm release
designated on Gravis' home page www.gravis.com however, it is
conspicuously missing.
Why?
Because Barry Fraser was advised by the minority shareholders that what he
pulled at said AGM was alleged fraud as was Mr. Smiley so advised.
Neither Mr. Smiley nor Mr. Fraser are Gravis Directors. Why?
The Gravis directors now are a David D.E. Campbell, Chairman of Gravis and
Sr. V.P. ACCO;, Mike Cooper, Pierre Dupont, Pres and COO, Kensington,
Grant Furlane, CompuPark; Richard Groome, Groome Capital Advisory; Bruce
Neapole, Sr. VP ACCO and Grant Russell. Note: Grant Furlane was replaced as a
director but was re-appointed as a director on Novemebr 7, 1996 undisclosed
to the shareholders and in violation of TSE and SEC timely disclosure laws.
The independent special committee was/is comprised of Grant Russell,
Grant Furlane and Richard Groome was designated its Chairman. Note: Mike Cooper
was not a member of said committee. Grant Russell was about to be removed
from Gravis for cause in re: alleged criminal gross negligence, allegations
of insider trading, customs fraud and Grant Furlane and Richard Groome were
directly nominated by McCarthy Tetrault legal representative, Barry Fraser.
McCarthy Tetrault is American Brands' (NYSE:AMB) Canadian legal counsel.
Furthermore, initial due diligence of Grant Furlane came up negative and
the acting directors at that time were so advised in early August including
Mr. Furlane himself.
The 'special independent committee' was, in fact, nominated and elected by
American Brands (NYSE:AMB).
This is a simple case of alleged conspiracy, tender fraud, proxy fraud,
Rule 10b-5 and Canadian violations by a controlling shareholder, etc. The
issues of fact should now be clear to everyone.
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