I am a consultant that is involved with the Stockholders Protective Association and as such have been at a number of their meetings. I have no stock and E-Data so to some degree I have been able to detachedly watch the bizarre performance that is being put on by Grant Robertson on SilconInvestor, who unquestionably has no regard for the facts or the Securities Laws.
Mr. Robertson stated that Mr. Spira could not call a meeting because it would ?have been in conflict with the By-Laws and Quorum requirements of this Company.?
I was present when Mr. Franzese hired the attorney?s when Robertson after promising for nine months to hold a share holders meeting did not do so as he had promised the directors. This distortion of the facts is deliberate, as Grant knew full well that Franzese, a fellow director of his was the named party in the papers that Robertson was served. How a shareholders meeting after none has been called for four years by management would have effected the shareholders rights is beyond my comprehension and you can bet you bottom dollar that if the Utah Court had not order the meeting, the shareholders would still be whistling Dixie. The shareholders owe a debt to Mr. Franzese and his perseverance. Not only was there nothing to be gained by Franzese in taking this action but moreover, he is not even running for re-election, which says, a lot for his motives.
Grant seems to ramble at this point about some kind of business plan, which the committee tells me does not exist. I am not sure whether he trying to give a lesson to people on the Web about law but it does not seem to have anything to do with the Committee. I would like to point out the Committee is made up of no less than three lawyers and I am sure they know the law.
Grant goes on to say, Fiction: No meeting was called by current Management.
Fact: It was only the current Management that wished to call a meeting and that was to be done after the completion of a 504 Offering.
Interesting argument if you don?t know the facts. As I recall, when Robertson first entertained the idea of making a deal with Freeney, the patents original owner, Directors Franzese and Stern told Robertson that such a transaction, ?dealing with the company?s sole asset would have to be approved by shareholders. I was informed that Grant had agreed to hold a shareholders meeting at that time, approximately 9 months to a year ago. He did not. Grant some how or other was able to transfer some title of the patent to the Freeney without a shareholders vote.
Grant struck again when the CD World Deal came up. He once again agreed to hold a shareholders meeting to get approval for that contract when Stern and Franzese once again pointed out that one would be necessary. Once again, Robertson did not call a shareholders meeting. I certainly take my hat off to Franzese for talking the matter into his own hands and going to court over the matter. In spite of whatever Grant has to say in the matter, The Utah Court say things Franzese? s way and issued a order for the meeting to be held. Those documents are public record and anything to the contrary is merely a smoke screen blown by Robertson relative to the facts.
Fiction: ?Director resigned in frustration with management?.
Fact: ?This Director resigned when he was informed of the misappropriation of funds intended for this company. He was not involved but could devote no time to the Company.
This line is really interesting in that Grant called Stern and asked him to change his story to conform with the line Grant was selling. Stern, in effect told Grant to ?go fly a kite.? Anyone interested in the Stern ? Robertson scenario can easily get the facts by contacting Stern and his reasons for going off the board.
Grant discusses the misappropriation of funds as why Stern resigned. This too is a Robertson ?Red Herring.? Director Franzese asked the Company on no less than four occasions to report the purported ?misappropriation of funds? to the proper officials in Europe and those in the United States. The Company nor the complainant, potential director, Muller, has not chosen to report the matter, knowing that a misappropriation would materially effect the company and that notice of shareholders was probably required by securities laws. In the meantime, Robertson has chosen to selectively report or not report what he sees fit no matter what the consequences. In or about September, through PR man Williamson he announced that E-Data would be filling a Form 10. Why don?t you concerned shareholders check and see if he has done so. What announcements have the shareholders not heard about? Plenty, including the fact that the appeal was being heard on February 7, 2000. Don?t you think that any such announcement would have affected the price of E-Data Stock? The Company entered into an agreement with Counsel, Graham and James to take stock in E-Data as additional compensation, wouldn?t that have been material. It is clear that this guy is playing God with clay feet.
We are unaware of the business experience of Grant?s proposed board, but he is probably right about their place of residence.
Fiction: ?Violation of the Utah TRO and American Securities laws?.
Fact: ?We have followed the agreed stipulation with the Utah Court to the letter and there is no violation of securities laws.
Poor Grant gets egg on his face once again. He should have waited another day before he determined that he had done the right thing. Yesterday in the Third District Court, Salt Lake County, Utah, in Civil No. 990911964, Michael F. Franzese Vs. E-Data Et Al, Judge Sandra N. Peuler ruled that the shares sold to Muller were indeed not allowed to vote at the meeting of shareholders scheduled on January 24, 1999. All of Robertson et al?s motions were denied. Does one start wondering if there is some kind of pattern here. Maybe Robertson will come up with the new theory that the Judge is running on our slate.
Fiction: ?Sell additional shares to one of the Directors at a bargain price.?
Fact: ?I do not have a clue as to what Mr. Spira is saying, NO director was offered shares. Shares were sold to new investors, based on an amended offering document prepared by myself, which complies with security laws.?
Had Grant?s offer to shareholders conformed to the law, it is more than obvious that the court would not have obviated the vote on those shares. This speaks for itself, but then again Robertson spoke before he heard the result of the suit. I must add, that nowhere have I read in Robertson?s statements that there was going to be another bite at the apple in the Utah Court. Robertson apparently felt that if he won, all was all right and if a lost, no one would no. Good logic Robertson.
As to the bargain price, I heard Mr. Spira in a conversation with Mr. Franzese where he offered to by the shares at any price that was higher than Muller?s. As to Muller not being a director, that may not have been entirely correct but he certainly was and is a candidate for a directorship on Robertson?s slate. In meantime, Grant also knew that Spira had purchased stock in every offering that the company had had in the last year or so where he was asked to participate. If he really was trying to do the best for the company, one would have thought that he would pick up the phone and call Spira. There are others who have participated in past offerings, as well and Grant knew their names also. I am not aware that Grant called anyone but Muller because he knew how Muller would vote.
Fiction: ?Friends in at a cheap price?.
Fact: ?This offering was done at the same price as the first part of the 504 offering, that is $.15 and a participant in that offering with 75,000 shares Mr. Spira. I can?t remember hearing of this complaint at that time.?
Nice try Robertson but no cigar. Firstly, it is my recollection that Spira bought stock previous to that time at $.30 per share shortly before the $.15 offer. I think that Spira was the only person interested in funding the company at that time for whatever reason. If he is going to give a story, he should give the whole story. In the meantime, this too is off point. Times have changed, the court date has been set, and none of the shareholders are aware of it. Instead of the court date being months or years aware, it is now a little more than a month from the time that Muller would make his purchase. The shareholders have not been told that the court date has been set and thus the stock was not really reflective of that change. It would have seemed a fairer thing to do to first tell the shareholders what was going on and then put the stock out to bid. Robertson, in his haste to get the shares voted his way did not bother.
Fiction: ?Opinion Letter to the transfer agent?
Fact: ?The transfer agent acted under another legal opinion?
Once again, Grant is confused. First he tried to use the opinion of Robert Sonfield how indicated that his document was stale and withdrew his document. He then tried Company Counsel, Steve Schwartz, who issued a letter that neither he nor his firm nor his firm would opine for Robertson. (As we know, shortly after this he resigned) The truth lies somewhere else. Why didn?t Grant tell us who issued the opinion. Because, sort of an opinion was issued by Director Wexler. It was issued without a vote of directors and was not straightforward in its content. In reality, this was not the reason the stock was issued either, it was issued because Grant, I believe under questionable circumstances wrote a letter to the transfer agent himself and authorized it. Grant seems to have forgotten that, but I am sure that is just another one of a series of serious oversights. However, the proof of the pudding lies in the eating, those shares will not vote at the shareholders meeting and their final disposition is still in question.
Fiction: ?504 shares were not for resale?
Fact: ?The person mentioned in this discussion did not purchase any shares in this offering. Other investors purchased shares directly.?
That may well be the case but if this is so, why are the shares all in Muller?s name? Why is he trying to vote shares that belong to others? Come on Grant, just fess up, you got your hand caught in the cookie jar again.
Fiction: ?Nominee threatening this Company with Litigation
Fact: ?At NO Time has there been any threat made to this Company. But litigation is now taking place against Companies and individuals connected to the missing 504 funds.
Well, we had heard Grant talk about this missing money on a number of occasions and though that maybe there could be something to them. I attended a meeting with the FBI, lawyers, and members of the Committee where this matter was thoroughly discussed. Director Franzese personally discussed in dept. The Federal Bureau of Investigation representative that was present indicated that he did not feel that E-Data or Grant had any standing to bring an action against anyone relative to these charges. E-Data may well not have received the money but they did not issue and stock either. What was their loss, an opportunity loss? We don?t know. Mr. Muller who started these claims may have a case as the funds are purported to be his but once again, considering the magnitude of the charges we would have thought he would like his money back. He has not made a peep. The FBI has informed us that they would be happy to prosecute when should they find a complaining victim that was truly fleeced, but Muller has not stepped forward. Robertson has talked about the fact that our he seems to be the only one interested in this money. That is not the case; it is the Committee that called in the Government to investigate, not Muller, or Robertson.
Mr. Franzese has informed me that he is also going to take the matter to the Securities and Exchange Commission as well and have them investigate the circumstances surrounding Grant?s bizarre behavior and unfounded stories.
As far as no threat having been made against the company, this is true, the way I read it, any litigation for libel and slander would be personally against those officers of E-Data that do not seem to care what they say about anyone as long as they achieve their result.
Mr. Robertson has asked us to judge him, A Utah Court has judged him twice in the last two weeks and found him wanting, you be the judge.
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