Silicon Investor (SI) -- The First Internet Community

STOCKTALK

We've detected that you're using an ad content blocking browser plug-in or feature. Ads provide a critical source of revenue to the continued operation of Silicon Investor. We ask that you disable ad blocking while on Silicon Investor in the best interests of our community. If you are not using an ad blocker but are still receiving this message, make sure your browser's tracking protection is set to the 'standard' level.

Microcap & Penny Stocks : HITSGALORE.COM (HITT) -- Ignore unavailable to you. Want to Upgrade?

To: Janice Shell who wrote (2330)	6/20/1999 12:35:00 AM
From: Q.	Respond to of 7056

Janice, re. 8-k's announcing material events, here's a big one that I don't remember ever seeing: Has there ever been a legitimate shareholders vote to approve the reverse merger? The latest 10k said that the meeting in February to approve the merger wasn't really a shareholders meeting. So they figured out that they still needed to call a special shareholders meeting. But I don't know if one has ever taken place. I don't remember seeing anything since the 10k on this. (Maybe Bob the shareholder can tell us whether he's received a proxy to vote on this.) Here's the excerpt from the 10k: On February 6, 1999, the Company informally gathered persons who management believed were the record holders of a majority of the Company's then issued and outstanding common stock and entitled to vote on the merger. Notwithstanding the fact that such persons were assembled together and purported to cast votes in favor of the merger, they executed a document entitled "Action by Written Consent". The Company did not give notice of this purported special "meeting", as required by the Bylaws, to all stockholders of record. Based upon the favorable vote at this "meeting", the Company entered into the Merger. A later evaluation of this "meeting" and of the record of stock ownership by the persons in attendance revealed that it was not a proper special meeting of stockholders and that a majority of the then issued and outstanding shares of common stock was not represented at the "meeting", either in person or by proxy, in view of the fact that some of such persons purported to represent other stockholders without holding a proxy or other form of written authorization to do so. In light of this circumstance, the persons who comprised the Company's management prior to the Merger again assembled on April 16, 1999 the record holders of a majority of the Company's common stock at the date of the merger. The purpose of this purported special "meeting" was to ratify the Merger. This "meeting" was conducted by conference telephone. Once again, notice of this "meeting" was not given as required by the Bylaws. Accordingly, neither "meeting" was a duly constituted meeting of stockholders, but could be characterized as a non-binding "straw poll" of the persons participating. The persons participating in the conference call, seventeen in number, did hold of record a majority of the Company's issued and outstanding common stock on the date of the Merger and did indicate their vote for approval of the Merger. The Company has no reason to believe that any of such persons will vote against ratification of the merger when the Company does call a special meeting