Author Archives: John Grau

Freestone Capital Management Comments On Owens Realty Mortgage Annual Meeting Results

  • Highlights That ORM’s Board Nominee, Gary C. Wallace, Received Support of Less Than 50% of Outstanding Shares
  • Questions Why Holders of Approximately 67% Of Outstanding Shares Failed to Support Gary Wallace
  • Freestone Believes that Liquidation of ORM is Best Way to Maximize Value for Stockholders

SEATTLE, June 22, 2017 /PRNewswire/ — Freestone Capital Management, LLC, together with its affiliates (“Freestone”), a long-term stockholder and the largest stockholder of Owens Realty Mortgage, Inc. (“ORM” or the “Company”) (NYSE MKT: ORM) today commented on the results of the Company’s 2017 Annual Meeting of Stockholders (the “Annual Meeting”), highlighting the fact that holders of only 33% of the Company’s outstanding shares supported the Company’s Board nominee, Gary C. Wallace. Freestone believes that the 67% of stockholders that did not vote for Gary Wallace are registering their displeasure with the continuation of the failed business model that serves to enrich management at the expense of stockholders. Freestone calls on the Board of Directors to abandon that flawed strategy and finally act upon their fiduciary duty to stockholders and liquidate the Company to maximize value for stockholders.

Gary Furukawa, Senior Partner of Freestone, stated, “We are not surprised at the underwhelming lack of stockholder support for Gary Wallace, with holders of approximately 18% of outstanding shares withholding their votes for his election, and holders of approximately 50% of outstanding shares choosing to not participate at the Annual Meeting, we believe out of disappointment with management and its continued failures. Freestone believes the Company’s flawed business model combined with continued excessive fees paid to management contributed to stockholders failing to support Mr. Wallace. We believe the Company’s last minute announcement of a stock buyback and an increase in the dividend are too-little too-late. In Freestone’s opinion, the best way to maximize value for all stockholders is to liquidate the Company so that long term suffering stockholders can finally realize the full value of their investment.”

Mr. Furukawa continued, “Freestone has been a long-term stockholder and one of the Company’s largest stockholders for 4 years, with significantly greater share ownership than management. Freestone is committed to maximizing value for all stockholders, and will continue to work for the benefit of all stockholders. We encourage stockholders who share our concerns to contact us.”

About Freestone Capital Management, LLC

Freestone Capital Management, LLC is a $3.7 billion wealth advisor to select high net worth families and institutions with offices in Seattle, Oregon and California.

Investor Contact

Gary I. Furukawa,
(805) 845-8440

This news release is a re-post from PR Newswire.

SITO Mobile Announces Changes to Board and Management Team

Shareholders Resoundingly Support the Proposals Made in the Consent Solicitation Statement
Brent Rosenthal Remains on Board and will be joined by Five New Independent Directors
Thomas J. Pallack Appointed as Interim Chief Executive Officer

JERSEY CITY, N.J., June 05, 2017 (GLOBE NEWSWIRE) — SITO Mobile, Ltd. (NASDAQ:SITO), a leading mobile engagement platform (“SITO” or the “Company”), today announced that the independent inspector of elections, which was appointed by the Company in connection with the previously-announced consent solicitation by Stephen D. Baksa, Thomas M. Candelaria and other participants, has certified written consents representing more than 57% of the Company’s outstanding shares to remove five of the six members of the Company’s Board of Directors, elect five new directors to the Company’s Board of Directors and amend and restate the Company’s Bylaws. Accordingly, effective immediately, Betsy Bernard, Richard O’Connell, Jonathan E. Sandelman, Lowell W. Robinson and Joseph Beatty have been removed from the Company’s Board. Brent Rosenthal, who will remain on the Board, will be joined on the Board by new directors Michael Durden, Itzhak Fisher, Thomas J. Pallack, Matthew Stecker and Thomas Thekkethala. The new directors will serve on the Board until the next annual meeting of shareholders, which, given their recent appointment, has been postponed until 2018.

In addition, Mr. Richard O’Connell and Mr. Lawrence Firestone, the Company’s Interim Chief Executive Officer and Interim Chief Financial Officer, respectively, will no longer serve as officers of the Company. They will be replaced immediately by Thomas J. Pallack, who will serve as Interim Chief Executive Officer, and Mark Del Priore, who will serve as Interim Chief Financial Officer. Mr. Pallack is the Co-Founder, Chief Executive Officer and Head of Sales of SBV Solutions –Strategic Business Velocity, a software sales company. He brings to our Company more than 30 years of sales, operational, financial and business development experience with global technology software companies such as Oracle, Ariba, Consilium and NCA. The Board intends to evaluate candidates, including the interim executives, to fill the Chief Executive Officer and Chief Financial Officer roles on a permanent basis.

Speaking on behalf of SITO’s newly elected Board, Brent Rosenthal added, “I am looking forward to working with SITO’s new Board members. My fellow Board members and I share a common goal for SITO Mobile – to enhance value for all of the Company’s stakeholders, including its shareholders, employees and customers, by focusing on excellence throughout the organization. We also welcome Messrs. Pallack and Del Priore to SITO Mobile. We anticipate that their extensive experience in the mobile and marketing industries and deep connections to the industry will result in substantial revenue growth, improved product offerings and increased shareholder value. The new Board is prepared and excited to immediately begin working alongside SITO’s management team to put the Company on track for long-term value creation for all shareholders. The new Board wishes the departing directors and Messrs. O’Connell and Firestone well, and we thank them and their advisors for ensuring a smooth and seamless transition process that will allow us to immediately focus on the priorities at hand.”

Speaking on the Company’s potential, Thomas J. Pallack, the interim Chief Executive Officer said, “I am excited by the technology platform that SITO has developed. By focusing on larger customers and developing our data product offerings, I believe there is an opportunity to quickly grow SITO Mobile to be one of the premier companies in the Mobile Marketing space. We will be announcing several additions to the team in the coming weeks. Together, we plan to substantially grow shareholder value and realize this Company’s full potential.”

“I look forward to working with Tom and the board to improve SITO’s shareholder relations after this contentious period,” said SITO’s Interim Chief Financial Officer, Mark Del Priore. “I intend to establish the controls and financial rigor needed throughout the organization to protect shareholder interests and increase the value of their investment in our Company.”

Biographical information for the new members of the Company’s Board of Directors will be provided in a Current Report on Form 8-K, to be filed by the Company with the Securities and Exchange Commission.

About SITO Mobile Ltd.

SITO Mobile provides a mobile engagement platform that enables brands to increase awareness, loyalty, and ultimately sales. For more information, visit www.sitomobile.com.

Cautionary Statement Regarding Certain Forward-Looking Information 
This press release contains forward-looking statements. These statements are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include statements concerning the following: SITO’s plans and initiatives, campaign volume and average campaign dollars, our guidance and/or expectations for future quarters, our possible or assumed future results of operations; our business strategies; our ability to attract and retain customers; our ability to sell additional products and services to customers; our competitive position; our industry environment; our potential growth opportunities; and risks, disruption, costs and uncertainty caused by or related to the actions of activist shareholders, including that if individuals are elected to our Board with a specific agenda or if control of our Board was to abruptly change, it may adversely affect our ability to effectively implement our business strategy and create value for our shareholders and perceived uncertainties as to our future direction as a result of potential changes to the composition of our Board may lead to the perception of a change in the direction of our business, instability or a lack of continuity which may be exploited by our competitors, cause concern to our current or potential customers, and may result in the loss of potential business opportunities and make it more difficult to attract and retain qualified personnel and business partners. You should not place undue reliance on forward-looking statements, because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under “Risk Factors” in our Annual Report on Form 10-K and the reports we file with the SEC. Actual events or results may vary significantly from those implied or projected by the forward-looking statements due to these risk factors. No forward-looking statement is a guarantee of future performance. You should read our Annual Report on Form 10-K and the documents that we reference in our Annual Report on Form 10-K and have filed as exhibits thereto with the Securities and Exchange Commission, or the SEC, with the understanding that our actual future results and circumstances may be materially different from what we expect. Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as may be required by applicable law. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

Contacts

Investor Relations
Joseph Wilkinson
SVP Investor Relations

Media Relations
Alexandra Levy
Silicon Alley Media

This news release is a re-post as it appears on NASDAQ.com.

Surge Components Reaches Agreement with Investors Bradley Rexroad and Michael Tofias

Announces Tender Offer to Repurchase at Least Five Million Shares at $1.43 per Share
Will Appoint New Independent Director

December 22, 2016 09:00 AM Eastern Standard Time

DEER PARK, N.Y.–(BUSINESS WIRE)–Surge Components, Inc. (“Surge” or the “Company”) (OTC Pink: SPRS), a leading supplier of capacitors, discrete semi-conductors and audible and sounding devices, today announced it has reached an agreement with investors Bradley Rexroad and Michael Tofias, who together own approximately 22% of Surge’s outstanding shares.

Pursuant to the agreement, Surge announced today that it will commence an issuer tender offer (the “Tender Offer”) to repurchase at least 5.0 million shares at a price of $1.43 per share. Rexroad and Tofias will participate in the Tender Offer and will tender all of the shares that they hold beneficially or of record in the Tender Offer. The Tender Offer must be completed no later than March 15, 2017, subject to the satisfaction of certain customary conditions. Surge’s officers and directors have agreed not to participate in the Tender Offer and not to transfer or sell any of their shares from the date of the agreement until six months after the Tender Offer is completed.

Also pursuant to the agreement, Surge will work with Rexroad and Tofias to mutually agree on a new independent director, who will be added to the Company’s Board of Directors by March 15, 2017. Rexroad and Tofias have also withdrawn their nomination of director nominees and proposals for the 2016 Annual Meeting and have agreed to vote their shares in support of Surge’s director nominees. With the addition of the new director, the Surge Board of Directors will be comprised of seven directors. Surge will hold its 2016 Annual Meeting on January 5, 2017. Surge has also agreed to reincorporate the Company from Nevada to Delaware, and in connection with the reincorporation Surge will declassify its Board of Directors on a rolling basis.

“We are pleased that our ongoing dialogue with Bradley Rexroad and Michael Tofias has led to a constructive agreement that we are confident benefits all Surge stockholders, while furthering Surge’s commitment to enhancing corporate governance,” stated Ira Levy, Surge CEO and President. “We can now turn our full attention and resources to continuing to grow the business and maximizing its value for the benefit of all of our shareholders. We look forward to adding a qualified independent director to our Board of Directors to help us achieve our business goals.”

Rexroad and Tofias have also agreed to certain customary standstill provisions. In addition, Rexroad and Tofias will withdraw all litigation against Surge and its directors pending in Nevada.

The description of the agreement contained herein is only a summary and is qualified by the full text of the agreement, which will be filed by the Company on a Current Report on Form 8-K with the Securities and Exchange Commission.

About Surge Components, Inc.

Founded in November 1981, Surge is a supplier of capacitors, discrete semi-conductors and audible/sounding devices. Surge’s capacitor product portfolio includes aluminum electrolytic capacitors, film capacitors, and ceramic capacitors. In the discrete semiconductor portfolio, Surge’s strengths include general purpose, recovery, schottky, polymer ESD, and transient voltage suppressors, transistors, diodes, and a full line of bridge rectifiers. With more than 30 years in the industry, Surge helps customers bring their products to market using the highest quality components with the most competitive economics to scale. Surge supplies its top quality products to customers in many market segments, including, but not limited to, power, energy, automotive, computer, telecom and security.

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained herein, including statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, forward-looking statements can be identified by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words. These statements are only predictions and are based largely on our current expectations and projections about future events and financial trends that may affect our business, financial condition and results of operations. We discuss many of the risks in greater detail under the heading “Risk Factors” in our Annual Report on Form 10-K. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this press release. Except as required by law, we assume no obligation to revise or update any forward-looking statements whether as a result of new information, events or circumstances occurring after the date of this press release or otherwise.

Contacts

Media
Sloane & Company
Dan Zacchei
Joe Germani
212-486-9500

Virtus Total Return Fund Stockholders Approve Bulldog Investors’ Proposal to Liquidate

SADDLE BROOK, N.J. — June 6, 2016 – Bulldog Investors, LLC (“Bulldog”) announced today that, based on preliminary estimates, stockholders of Virtus Total Return Fund (NYSE: DCA) have voted in favor of Bulldog’s proposal to liquidate DCA at its annual meeting held on Thursday, June 2nd.

Phillip Goldstein, a principal of Bulldog, commented: “We are pleased that stockholders, by a significant margin, approved our proposal to liquidate DCA despite management’s opposition. Liquidating DCA will benefit all stockholders because it will eliminate the persistent trading discount of its stock and allow them to realize net asset value. We believe DCA’s Board of Trustees now has a fiduciary duty to abide by the mandate given by stockholders.”

Bulldog Investors has conducted over 40 proxy campaigns to enhance shareholder value since its inception in 1992.

About Bulldog Investors

Bulldog Investors is an SEC-registered investment adviser that manages the Bulldog Investors group of private funds, Special Opportunities Fund, Inc. (NYSE:SPE), a closed-end registered investment company, and the accounts of certain high net worth individuals and institutions. www.BulldogInvestors.com

Contacts

Investors:
InvestorCom, Inc.
John Glenn Grau, (203) 972-9300
jgrau@investor-com.com

Media:
Gotham Communications, LLC
Bill Douglass, (646) 504-0890
bill@gothamcomm.com

Press Release (PDF)

Lone Star Value Nominates Five Candidates for Election to Board of Dakota Plains

Lone Star Value Management, LLC (together with its affiliates, “Lone Star Value”, “we” or “us”), the largest stockholder of Dakota Plains Holdings, Inc. (“Dakota Plains” or the “Company”) (NYSE MKT: DAKP), with ownership of approximately 11.0% of the Company’s outstanding shares, announced today that it has formally nominated five candidates for election to the Company’s board of directors (the “Board”) at the Company’s upcoming 2016 annual meeting of stockholders (the “2016 Annual Meeting”).

Read the full news story on PR Newswire.

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