Mesdames and Sirs:
Be advised I found the following curiosa on Sedar.
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January 28, 1999
VIA SEDAR
Ontario Securities Commission (Attention: Continuous Disclosure)
Commission des valeurs mobilieres du Quebec
VIA FACSIMILE
Canadian Dealing Network Inc.
Exchange Tower, 3rd Floor
2 First Canadian Place
Toronto, Ontario M5X 1J2
Fax: (416) 947-4270
-and-
Equity Transfer Services Inc.
120 Adelaide Street West, Suite 420
Toronto, Ontario M5H 4C3
Fax: (416) 361-0470
Dear Sirs/Mesdames:
Re: RES International Inc. - Annual and Special Meeting
Please be advised that the directors of RES International Inc. have established March 30, 1999 as the date for the annual and special meeting of the shareholders of RES and have established February 23, 1999 as the record date for such meeting.
Yours very truly,
“Rolf Schliewen”
Rolf Schliewen
President
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Could someone tell me which fiscal year does this annual meeting correspond to? Is it for the year ended March 31. 1998, for which apparently no one received an Annual Report yet, never mind a meeting being duly called. Or is it for fiscal '99 which ends a day after the above noted meeting?? Or is it the “delayed” special meeting originally called for April 17th, 1998, referred to in the article in post #29 and for your convenience reproduced below? Or is it to approve Mr. Schliewen's and RES' latest deal, the one Pete Meyer has been imminently hinting at since last June and which has had the stock halted, now for a record 2 months? Must be more complicated than the Burasia deal!
Or did they really take my last post advice seriously and really cancelled their traditionally losing fourth quarter, in which case having an annual meeting before your year end would make some twisted sense to them??
You see, I would like to submit a shareholder proposal to have the perpetrator of these little jokes (as well as other, much more serious and harmful pranks) removed from the Board and office. I was hoping to have this proposal and my statement of reasons included in the management proxy circular so it wouldn't come as such a surprise to people when I bring it up for discussion at the meeting. Given past experience, I doubt I'll get any explanation of what meeting I am really going to or what it is really about. Other than some promotional bunkum, I'd almost be willing to bet that neither will you.
Check it out
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To: Jay Kells (0 )
From: Stephen Callary (Trial Member) Thursday, Mar 12 1998 12:02PM ET
Reply # of 63
Here is the article from the Ottawa Citizen website:
Thursday 12 March 1998
Alphacell chief guilty of securities offences
RES still confident that deal will go ahead
Andrew McIntosh
The Ottawa Citizen
A Montreal businessman whose company last month signed a proposed $28.75-million financing deal with Ottawa software company RES International Inc. was convicted in Quebec Court yesterday of 91 securities offences.
Robert Roy, president of Alphacell Technologies Inc., was found guilty of illegally helping sell Quebec investors research and development tax-shelter investments in 1992 without the proper license or prospectuses.
A sentencing hearing for Mr. Roy, who is facing minimum fines exceeding $450,000, has been set for March 23. His father, Constantin Roy, was also convicted of 91 counts and faces an equal sum in terms of fines.
The judgments were handed down by Quebec Justice Jean-Pierre Bonin following charges laid in 1996 by the Quebec Securities Commission.
Mr. Roy refused comment about his conviction and the impact it might have on his RES deal.
RES president Rolf Schliewen said he had not heard about the judgment, but said the deal with Alphacell will proceed if the company proves it has the cash. "This is bad for Mr. Roy, but we are continuing our due diligence to see if Alphacell has any assets," he said. "The due diligence was never finished. We always said the deal was subject to due diligence, regulators' approval and shareholders' votes."
RES shareholders are slated to vote April 17 on the deal with Alphacell, but Mr. Schliewen said the meeting could either be delayed or the results of the due diligence on the deal might not be available to be published in the information circular describing the financing by the time it is mailed to shareholders.
On Feb. 9, RES said it had agreed to issue 57.5 million RES shares to Alphacell. In exchange, RES said Alphacell agreed to give RES a portfolio of what RES described as "long-term U.S. Treasury bills and strip bonds" with a market value of $28.75 million Cdn.
RES said it would use the new money for business expansion, new ventures and to pay down debts.
Asked whether he has seen the securities that Alphacell claims to have since the deal was announced, Mr. Schliewen said he had not. "We have a legal document -- it's called a deed of assignment -- and we are checking in fact if that document gives us access to the securities. The securities are held in the U.S. depository, and we are checking these things," he said.
The shares of RES trade on the Canadian Dealers Network (CDN), the over-the-counter bulletin board exchange run by the Toronto Stock Exchange.
Since the proposed financing was announced, the Ottawa company announced it was taking over a Montreal retail software company called Mitech Systems Ltd. in a multimillion-dollar deal.
Mr. Schliewen said if the Alphacell financing falls apart after the due diligence is completed, RES has unspecified "alternative investment funds available."
"The Mitech deal will continue to go forward," he said. "Obviously, both parties would prefer that the money were available without any hassles or difficulty and that Mr. Roy was not having legal problems," he added.
Alphacell, Mr. Roy and his father are also named as defendants in a class-action lawsuit filed in Quebec Court in 1995.
More than 2,000 investors claim that the Roys and others sold them or helped sell them illegal, misleading and fraudulent investments.
The Roys have denied any wrongdoing and are fighting the lawsuit, but they have offered to settle the dispute out of court by claiming it had mining properties and securities that they have never proved existed.
RES shares closed down a penny at 13 cents on the CDN yesterday.
Copyright 1998 The Ottawa Citizen |
