How did the co. change its name from Corsaire to Net Command Tech without filing a final proxy & seeking a shareholder vote?
In February, Rene Hamouth (Chairman, President and sole Director) filed a preliminary PRE14 proxy for a shareholders meeting:
You are hereby notified pursuant to Article II, Section 2 of the
Corporation's By-laws, that a Special Meeting of the shareholders of Corsaire,
Inc. (the "Corporation") at 3838 Camino del Rio North, Suite 333, San Diego,
California 92108, on _________________, 1999, at 10:00 a.m. Pacific Standard
Time, for the sole purpose of considering and voting upon the following matter:
1. To amend the Articles of Incorporation to change
the Corporation name to "NET COMMAND TECH, INC."
edgar-online.com
This preliminary filing had only a blank line listed in place of the date of the shareholders meeting. Normally these details would be completed by filing a definitive DEF14 proxy a few weeks before the actual meeting. However, no such proxy was filed.
Nevertheless the latest 10Q filing says "The Company changed its name to Net Command Tech, Inc. in May 1999."
edgar-online.com
Which makes me wonder whether they made the name change without having an actual shareholders vote. It wouldn't be the first time that they screwed up the validity of the corporate identity.
Hamouth and Bua controlled over 50% of the shares, so they can determine the outcome of the vote, but just the same they should have sought the votes of all shareholders.
The definitive proxy would also have an updated list of officers and directors, and an updated list of 5% shareholders. This would be very useful for investors. |
