[SLUG] [Fwd: SCO just filed to change their bylawys]

From: Derek Glidden (dglidden@illusionary.com)
Date: Mon Jul 07 2003 - 18:10:09 EDT

One of the other guys who works here just sent this out internally:

-----Forwarded Message-----

Interesting: SCO just filed a Form 8-A/A to change their bylaws,
specifically:

1) To not: "permit stockholders to call a special meeting..."

2) To indemnify: "officers and directors against losses that they may
incur in investigations and legal proceedings..."

> The Bylaws also contain many of the provisions in the
> Certificate described above. The Bylaws do not permit stockholders to
> call a special meeting. In addition, the Bylaws establish an advance
> notice procedure for matters to be brought before an annual or special
> meeting of our stockholders, including the election of directors.
> Business permitted to be conducted at any annual meeting or special
> meeting of stockholders will be limited to business properly brought
> before the meeting.
>
> The Bylaws also provide that the Company will indemnify
> officers and directors against losses that they may incur in
> investigations and legal proceedings resulting from their services to
> the Company,
>
Sounds like it's a last-ditch effort at SCO, to charge ahead with the
lawsuit - and the officers know it could backfire on them... 

-- 

IOW it looks like the officers have changed the rules so that they can
spend money personally on fighting this pointless lawsuit and the
company will reimburse them and to prevent the rest of the stockholders
from doing anything about it.  Thereby giving them a "legal" way to
extract as much as they can from the company before leaving the empty
shell behind.  If by some miracle, the lawsuit results in some success,
bully for them, but otherwise, the officers are still free and clear to
rape the company for all its worth.

I'm sure the other stockholders and whatever employees may be left will
be thrilled to hear this news.

Too bad I doubt this is admissable evidence for dismissing the lawsuit.

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