To: Andre Daedone who wrote (30 ) 12/20/1998 12:58:00 AM From: Andre Daedone Read Replies (1) | Respond to of 128
To ALL: I got this post by PM today from a truly remarkable investor. To: Andre Daedone (who wrote...) From: WD Saturday, Dec 19 1998 11:42AM ET >Thank you for your PM. I hope you don't mind but I used it on the thread leaving your name off of it.< Not in the least. >To answer your question about the 400M shares. In cases of Nasdaq Regular & Small Cap, AMEX, and Big Board, yes stockholders have to vote because all of the companies on those boards are reporting (audited) companies. EuTo is not on any of those boards (OTC) and is not an audited company; therefore, the share authorization rules through the SEC are quite relaxed.< Andre, I'm not so sure about this. I think the number of authorized shares is specified in the Articles of Incorporation, which is a legal document filed with the Secretary Of State of incorporation (in this case, Florida -- where I live and where my business is incorporated.) -- and which can NOT be changed without a shareholder votr to amend. To quote from the Notice/Ballot To Shareholders Regarding Proposed Amendments to Articles of Corporation and Bylaws of Eutro Group Holding, Inc. dated August 26th, 1996: "PLEASE BE ADVISED that the Board of Directors of Eutro Group Holding, Inc. has proposed the following amendments to the Articles of Incorporation: 1. Proposed Amendment to Article IV CAPITAL STOCK. Article IV of the Articles of Incorporation of Eutro Group Holding, Inc. is amended to read as follows: This corporation is authorized to issue 100,000,000 shares of $.10 par value common shares." <snip> I do NOT think that, legally, EUTO can just raise the number of authorized shares without a vote. The only way I can see it having happened legally is IF they had a vote, and IF they got "those" 50,000,000 shares to vote in favor, and IF management also voted their shares in favor, then they got the necessary 51% approval. That scenario would, however, be sneaky and shady at best. >Thanks for your PM and I hope you stay in touch. All the support I get is very helpful. I will be watching this tragedy unfold on the thread with great interest. Please know you're carrying the flag for a lot more people than just the ones posting on the thread.