Wasn't your proposal about Preferred Stock?
BASES FOR EXCLUSION
We believe that the Proposal may properly be excluded from the 2008 Proxy Materials pursuant
to:
1. Rule 14a-8(i)(2), because implementation of the Proposal would cause the
Company to violate Delaware law;
Rule l4a-8(i)(1), because the Proposal is not a proper subject for stockholder
action under Delaware law;
Rule l4a-8(i)(7), because the Proposal deals with a matter relating to the
- Company's ordinary business operations; and
4. Rule l4a-8(i)(3), because the Proposal is vague and indefinite.
THE PROPOSAL
The Proposal resolves that "the Stockholders of the Company hereby direct the Board to take all
actions necessary to eliminate the issuance of Preferred Stock without the prior approval of
Stockholders holding a majority of the outstanding Common Stock." (emphasis added). A copy of the Proposal is enclosed with this letter.
http://www.sec.gov/divisions/corpfin/cf-noaction/14a-8/2008/patriotscientificcorp082108-14a8.pdf
Still smiling.
What are your motives?
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Be well
