Rocky's Corner:

[jd56]

is that the response from the glee club.
i'm sorry but if the response from gr is that it doesn't belong in the
proxy then how about a blog post to nail this down. enough with the
vague statements through emails we may or may not see.
Gary post to your blog damn it.

[rocky301]

I sent an email to Gary explaining our concerns about not mentioning up-listing to nasdaq in the proxy, here is part of his response.

Material like that does not belong in the proxy. We made our statement quite clear. Why on earth would we want to do a reverse
without an up-listing? What would be the point? More was said but not worth bringing it up.

He made the statement clear in the CC and in a PR. I guess that means all 44,000 shareholders must
have listened to the CC? If they didn't, how would they know what is going on or what the intent is?

Material like that does not belong in the proxy.

BULL How many examples do you want that say otherwise?

[JonnyBeGood]

I sent an email to Gary explaining our concerns about not mentioning up-listing to nasdaq in the proxy, here is part of his response.

Material like that does not belong in the proxy. We made our statement quite clear. Why on earth would we want to do a reverse
without an up-listing? What would be the point? More was said but not worth bringing it up.

May I ask for the rest of the response?

[JonnyBeGood]

Damn. I never thought I'd want a buyout so soon but I'd rather get bought out now than go through a R/S. I would be much more secure in my investment with a full BOD that knows what it takes to become a multi-billion dollar company. As long as Lanza and Langer stay on board and the science advances, I'd stay all in.

I feel rather betrayed with all of this JV talk then BAM out of nowhere, welp, time for a R/S RIGHT NOW.

Just a few weeks ago I couldn't be anything but positive about this company and where we were headed, now I can't be anything but negative.

[jd56]

unless Gary makes his statements in public and not behind third party correspondence i fail to see their value.
someone private message me his email address so i can send to him my view

[rocky301]

The DEF14A is out and will stay that way it appears. You all have the right to vote as you wish.
The discussion is over on this board. Take it to the main board..thanks

[Selluwud]

lol, what kind of post is that? It's people like you that scream the loudest when they vote on things
that shouldn't happen but did..

Rocky, I hope you misconstrued my post. My intent was to agree with you in a humorous fashion. I guess I missed the mark. By the way, I don't scream too much about anything, not here on the board anyway.

[eitherhalf]

Rocky, last question...how do you plan to vote?

to be clear on my vote so you don't think I am asking for advice, I plan to vote yes. I must agree that there is no other motivation for the r/s if not to uplist from penny status. It may not be articulated in the def14a but it is implied in the action itself....it gains nothing except acceptance on a big board.

[rocky301]

Rocky, I hope you misconstrued my post. My intent was to agree with you in a humorous fashion. I guess I missed the mark. By the way, I don't scream too much about anything, not here on the board anyway.

Sell,

I did take it wrong, my apologies. Going to clean up some of these posts and move on...thanks

[Selluwud]

Sell,

I did take it wrong, my apologies. Going to clean up some of these posts and move on...thanks

I'm sorry too, I was trying to make the statement seem as though it was yours. No problem.

[Vzveteran]

Material like that does not belong in the proxy.


BULL How many examples do you want that say otherwise?


Rocky, do you have any examples of proxies that included the uplist language? TIA

[Actc_fan]

Of course it is everyones right to feel however they want about this proxy and the language in it.

I would just ask those that feel strongly that the intent to uplist to Nasdaq be included in this proxy, (in addition to its coverage in the CC and PR) did you feel the same way about the proxy to increase the AS?

In that proxy, where they asked for an increase of 1B shares, they only listed out in the proxy itself what their intent was for less than 30% of those shares. Like I said, nothing wrong with having an opinion that this RS proxy should spell things out a bit more, but I don't remember hearing a lot of arguments for the AS proxy to specifically list the intent for every share associated with the AS increase either (maybe I missed them), so I want to understand what the difference is. Maybe the discussion will help me see why I should vote no.

I guess my current thinking is that at some point we have to trust what management says. They said that the AS was to settle further lawsuits rather than be another blank check for managment to raise dillutive funds. People voted YES and management has so far kept to their word. I feel they have made their intention here known as well, so I feel like the same benefit of the doubt would be warranted. Again, interested to hear others thought, maybe I am missing a key difference. Thanks.

The only definitive statements for the use of the additional 1B share increase that I found, amounting to less than 300MM of them:

On August 9, 2011, the Company entered into a settlement agreement and mutual release with Midsummer Investment, Ltd. and Midsummer Small Cap Master Ltd. (collectively, “Midsummer”), pursuant to which the Company immediately issued 36,000,000 shares of common stock, with an additional 30,585,774 shares of our common stock to be issued upon approval of an increase in the authorized shares of our common stock. The Company also agreed to issue an additional 3,058,577 shares of our common stock for each calendar month after the date of the settlement agreement for which the Company does not issue the additional 30,585,774 shares. If the amendment to the certificate of incorporation is approved, the Company will issue the additional shares to Midsummer

In order to quickly and efficiently resolve any future issues with the other holders of convertible notes and warrants, and in an effort to minimize the Company’s resources devoted to litigate any future matters, the Company has approved a form settlement agreement which has been delivered to all holders of convertible notes and warrants, other than those involved in the pending litigation. As of December 9, 2011, approximately ninety percent (90%) of the holders of convertible notes and warrants, other than those involved in the pending litigation, have entered into settlement agreements with the Company, and pursuant to such agreements, the Company has agreed to issue approximately 240.5 million shares of common stock, subject to the approval of the amendment to the certificate of incorporation.

The 'less' definitive statements where we were forced to trust what management was telling us and to act responsibly:

Without additional authorized shares of common stock, (i) the Company may not be able to raise additional financing which is needed to fund our ongoing clinical and research programs, (ii) the Company may not be able to settle the current ongoing litigation or comply with any future court ordered judgments that may require the Company to deliver additional shares, (iii) the Company may not be able to attract and retain key employees, officers and directors, and (iv) the Company may in the future be required to file for bankruptcy protection

[elllk]

Material like that does not belong in the proxy. We made our statement quite clear. Why on earth would we want to do a reverse
without an up-listing? What would be the point? More was said but not worth bringing it up.

If it's so clear then why not put it in the proxy? Or, at least, elucidate the reasons why such material does not belong in the proxy.

[elllk]

BULL How many examples do you want that say otherwise?

Rocky, I am very interested in other examples on this issue which you can provide. Thanks again for your erstwhile efforts here.

[Vzveteran]

It would be nice to see a reduction of the a/s as well, coupled with the uplist. With all this Institutional interest, we may not need them and thereby increasing current shareholder value.

[Selluwud]

Here is a proxy from CUI Global who submitted a proxy to reverse split and uplist. They were successful.

DEF 14A 1 v236504_def14a.htm FORM DEF 14A
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

Schedule 14A

Proxy Statement pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Filed by the Registrant x
Filed by a Party other than the Registrant ¨

Check the appropriate box:

CUI Global, Inc.
20050 SW 112th Avenue
Tualatin, Oregon 97062
Phone (503) 612-2300.

June 14, 2011

Dear Stockholders:

We are pleased to invite you to attend our Special Meeting of Stockholders to be held on Tuesday, August 23, 2011, at 9:00 a.m. PST in our corporate offices located at 20050 SW 112th Avenue, Tualatin, Oregon 97062. The Board of Directors has fixed the close of business on June 21, 2011 as the record date for the determination of Stockholders entitled to receive notice of, and to vote at, the Special Meeting. For your convenience, we are also pleased to offer a live webcast of our Special Meeting to allow you to view the meeting on the Investor Relations section of our web site at Home | CUI Global.

Details of the business to be conducted are described in the Notice of Internet Availability of Proxy Materials (the “Notice”) you received in the mail and in this proxy statement. We have also made available a copy of our 2010 Annual Report to Stockholders with this proxy statement. We encourage you to read our Annual Report. It includes our audited financial statements and provides information about our business and products.

We have elected to provide access to our proxy materials over the internet under the Securities and Exchange Commission’s “notice and access” rules. Our management is constantly focused on improving the ways people connect with information and believes that providing our proxy materials over the internet increases the ability of our stockholders to connect with the information they need, while reducing the environmental impact of our Special Meeting. If you want more information about the Special Meeting, please see the Questions and Answers section of the proxy statement under the heading General Information or visit the Stockholders Meeting section of our Investor Relations website.

As you all know, during the past several years, CUI Global has undergone a remarkable change. We have transformed what had been a pre-revenue, patent portfolio company into a revenue generating, global, IP-driven, technology platform company designed and committed to rapidly and efficiently introducing new technologies into a variety of markets. Among the many accomplishments we have made during the three years following our acquisition of CUI, Inc. in 2008, we have:


·

Grown our top line revenue from less than $20,000,000 in 2008 to more than $40,000,000 in 2010;


·

Reduced our acquisition and other long-term debt from over $40,000,000 in 2008 to approximately $16,000,000 in 2011;


·

Acquired CUI-Japan and exciting new technologies like our Novum, Solus, and Vergence (GasPT2) product lines; and,


·

Positioned ourselves as a leader in digital power control and electronic components, motion control, and industrial test & measurement devices used by major global brands.


2


Having reached many of those milestones in the last few months, the Company is now at a stage in its development wherein it needs to focus on broadening its investor base and dramatically increasing its exposure to larger financial markets, while providing a liquidity event for its current investors.

With all of that in mind, this Proxy asks our shareholders to consider a proposal to effect a reverse stock split of the issued and outstanding shares of the Company’s $0.001 par value common stock at any time prior to June 30, 2012 at a ratio of up to one for fifty (1 for 50), as determined by the Board of Directors.

The proposal will allow the Company to immediately begin the process of “up-listing” its shares to a national exchange, either the Nasdaq or NYSE-Amex, LLC, providing the Company and its shareholders with, among other things:


·

Immediate access to a much larger national financial market;


·

Immediate access to institutional and other large scale investors;


·

The ability to market and publicize performance, design wins, and other relevant information to a larger audience; and,


·

The ability to provide our shareholders with access to a national stock exchange wherein their shares will be available to a much broader market.

As always, we recognize our shareholders for their continued support and we look forward to providing more value and return on investment to each of you during the coming year. We look forward to seeing you at our Special Meeting.


Kind regards,

/s/ William J. Clough


William J. Clough

President/Chief Executive Officer

[rocky301]

Material like that does not belong in the proxy.


BULL How many examples do you want that say otherwise?


Rocky, do you have any examples of proxies that included the uplist language? TIA

Vz,

there are many proxies out there that show uplist language that can be found with a search.
If I showed you 50 of them it would make no difference so here are two and you guys can go
from there...thanks


Reasons for the Reverse Split

The reason for the Reverse Split is an effort to make our common stock eligible for listing (a “Listing”) on the NYSE AMEX (the “Amex”) or the Nasdaq Capital Market (“NASDAQ”) and thereby increase investor interest in our Company.

Our board of directors believes that a listing on the Amex or NASDAQ could increase liquidity for the holders of outstanding shares of common stock, could attract the interest of investors, and could maximize stockholder value. We believe that, if the Reverse Split is approved, there is a greater likelihood that we will satisfy the required minimum bid price of our common stock necessary for a Listing, which is $2.00 or $3.00 per share in the case of the Amex and $4.00 per share in the case of NASDAQ.


An increase in the per share price of our common stock, which we expect as a result of the Reverse Split, may heighten the interest of the financial community in our Company and broaden the pool of investors that may consider investing in our Company, potentially increasing the trading volume and liquidity of our common stock. As a matter of policy, many institutional investors are prohibited from purchasing stocks below minimum price levels. For the same reason, brokers often discourage their customers from purchasing such stocks. To the extent that the price per share of our common stock increases as a result of the Reverse Split, some of these concerns may be ameliorated. Many investors, however, will not invest in securities that have a historical trading price below $5.00 per share, and there can be no assurance that the Reverse Split will increase the price above that level for any period of time.

The reduction in the number of outstanding shares of common stock caused by the Reverse Split is anticipated initially to increase the market price of the common stock. However, because some investors may view the Reverse Split negatively, there can be no assurance that the market price of the common stock after the proposed Reverse Split will adjust to reflect the conversion ratio (e.g., if the market price is $0.75 before the Reverse Split and the selected ratio is one new share for every four shares outstanding there can be no assurance that the market price immediately after the Reverse Split will be $3.00 ($0.75 multiplied by four)), or that any price gain will be sustained in the future.

gp_def14ajune172010.htm

another,
OXIS INTERNATIONAL INC - OXIS Proxy Statement (definitive) (DEF 14A) PROPOSAL NO. 2

[JHam]

He made the statement clear in the CC and in a PR. I guess that means all 44,000 shareholders must
have listened to the CC? If they didn't, how would they know what is going on or what the intent is?




BULL How many examples do you want that say otherwise?

Exactly. Does the reason for the r/s explanation belong any less in the DEF 14A than the explanation of the recent a/s increase in that proxy?

As noted in the Proxy Statement, our Board of Directors has recommended an increase in the number of authorized shares of common stock of the Company. Without an increase in the authorized shares of common stock, the Company will not be able to raise additional financing to fund operations, nor settle ongoing litigation as described in the Proxy Statement. We request your continued support of the Company and urge you to vote in favor of the increase in authorized shares of common stock.

[elllk]

Thanks rocky301 and Selluwud. It seems to be no problem to include the NASDAQ intent in the proxy. It now remains to be determined whether the report of fred1947dy:

<<I sent an email to Gary explaining our concerns about not mentioning up-listing to nasdaq in the proxy, here is part of his response.

Material like that does not belong in the proxy. We made our statement quite clear. Why on earth would we want to do a reverse
without an up-listing? What would be the point? More was said but not worth bringing it up.>>

is accurate. And, in any case, whether ACTC will amend the proxy statement.

[JHam]

Thanks rocky301 and Selluwud. It seems to be no problem to include the NASDAQ intent in the proxy. It now remains to be determined whether the report of fred1947dy:

<<I sent an email to Gary explaining our concerns about not mentioning up-listing to nasdaq in the proxy, here is part of his response.

Material like that does not belong in the proxy. We made our statement quite clear. Why on earth would we want to do a reverse
without an up-listing? What would be the point? More was said but not worth bringing it up.>>

is accurate. And, in any case, whether ACTC will amend the proxy statement.

It is accurate. fred1947 has emailed back and forth with Gary before.

I just realized, rocky does not wish to continue discussion about this anymore on this forum so we should take this to a public forum.