To: scion who wrote (88844 ) 12/18/2004 12:20:57 PM From: scion Read Replies (1) | Respond to of 122088 75. On May 21, 2001, the Company issued the following press release on business wire:Streamedia ’Chairman’ Returns to Facilitate HOA Merger Deal with Shareholder Dilution Issues Interim President/CEO Term Expires Essary Announces Shareholder Committee NEW YORK--(BUSINESS WIRE)--May 21, 2001--Streamedia Communications,Inc. (NASDAQ: SMIL, SMILW; BOS: STA, STAW), New York (www.streamedia.net and www.eleaders.com) and Los Angeles (www.bijoucafe.com), a dynamic U.S.-based streaming media services company, confirms its long-time Chairman from the Company’s inception, and its principal shareholder, Gayle Essary, has returned to help facilitate the proposed merger with HOA Networks, Inc., following the expiration of the term of Interim President/CEO Henry Siegel. Essary stated that a Committee of Shareholders has been formed to research possible dilutive stock distributions over the past few weeks to determine the basis for their authorizations, and to report back to the Board its findings. Isaac Zabare, a private investor and consultant to Tension Tech, Inc., Brooklyn, NY, a designer of computer systems and networks for brokerage firms, has agreed to serve as Chairman of the shareholders committee. Management also announced the appointment of Goldstein & DiGioia, LLP, New York, to act as the Company’s outside counsel, to be represented by Victor J. DiGioia, Esq. Calling the proposed merger in the best interests of shareholders, Essary said he is looking forward to returning to his position with ESCO Capital Management Co. (www.escocapital.com) and as a consultant to the Company as soon as the merger and orderly transfer of authority can be assured. 76. On May 23, 2001, the Company issued the following press release on business wire.Streamedia Responds to Unauthorized Press Release NEW YORK--(BUSINESS WIRE)--May 23, 2001--The Board of Directors of Streamedia Communications, Inc. (NASDAQ:SMIL - news) reports that Gayle Essary, former Chairman and Vice President of Streamedia, issued a press release purportedly on behalf of the Company on Monday, May 21, 2001, at 10:04 Eastern Time. This press release was not authorized by Streamedia, its Board of Directors, or its employees. This unauthorized press release, the Board of Directors believes, contains significant misrepresentations of important facts concerning the Company. The Board of Directors urges shareholders to disregard these misstatements. For its part, the Board of Directors is investigating this and other breaches of a severance agreement previously negotiated between the Company and Mr. Essary. The Board further is considering appropriate remedies against Mr. Essary’s actions. The Board of Directors also wishes to report that the proposed merger with HOA Networks Corp. was, and still is, progressing according to the plan and agreement of merger that was ratified by both companies. 77. Thus, Essary’s proclivity to issue false and misleading information to investors has been clearly documented and confirmed by the Company itself.rosenlegal.com