Thursday, February 21, 2013

The Furlong Fund Takes Action Against Solitron.

As the title suggests, Daniel Rudewicz's Furlong Fund has taken legal action to compel Solitron Devices to hold an annual meeting. As has been pointed out on this and other blogs, Solitron had previously said that they would schedule the date at a later time. According to the Pre-Trial Brief, the company finds itself between a "rock and a hard place" due to the auditing of it's financial statements... Even more interesting, though, is that Furlong is seeking some pretty serious changes in regard to the company's poison pill, board, and some other items.

While I don't know much about the altering of the board and such (but am not too keen on upping expenses in the board room), I do think that the shareholder rights plan presently in place is the wrong kind, as it does not correctly protect the company's valuable net operating losses. It is always my hope that shareholders can share ideas with management to have a company that oversees shareholders resources and governance in the most efficient way possible. Previously, I (and others) warned the company that something like this could happen if not addressed (as the company has not had an annual meeting in at least 16 years)- much similarly to how I alerted the company of the bad wording in regard to their backlog in the last 10Q, which resulted in a restatement a few days later. It's not to make a headache for anyone, but to spare the company from embarrassing items that could come or are coming about.

In that same vein, yesterday, I sent an email to Shevach Saraf urging the company to schedule the annual meeting via the release of an 8K, as every second that legal fees mount, it wastes money and resources. While management of the company may not like the idea of expanding the board or altering items about the poison pill through a proxy, that is for all shareholders to decide in their own right, as is called for in the laws regulating legal entities... It is possible that the company would have scheduled the meeting so as to limit the ability for dissent shareholders (such as Rudewicz to make proxy proposals or even run an alternate slate of directors. Fighting the scheduling of the meeting seems petty at best.  The management of Solitron needs to spend it's time running the business, looking to buy back stock, and make an acquisition to make better use of it's NOLs!

Interestingly, in the cases cited by Rudewicz, is a party that readers of Ragnar should be familiar with: Esopus Creek. There is also a mention of another interesting firm called the Newcastle Partners.

At any rate, here is the legal stuff for you to read for yourself... A reader alerted me to it, so a big thanks goes out to them! It will be interesting to see where the various items go and to watch this unfold.




Disclosure/Disclaimer: I and accounts that I manage are long shares of SODI. I reserve the right to change my/our position(s) at any time. This is nothing more than my opinion. You should always do a ton of your own research before even contemplating anything that I say, do, write, or so much as think about.

No comments: