For immediate release
COMMITTEE TO RESTORE STOCKHOLDER VALUE
REQUESTS ASSISTANCE AND REVIEW BY SEC
AUGUSTA, GA (JANUARY 18, 2007) THE COMMITTEE TO RESTORE STOCKHOLDER VALUE has
today advised that its legal counsel, Cutler Law Group, has forwarded a letter
to the Securities and Exchange Commission (SEC) detailing what the Committee
believes is a scheme to mislead and defraud shareholders of Competitive
Technologies, Inc. (AMEX: CTT) in connection with the Annual Meeting of
Shareholders held on January 16, 2007. The Committee believes that it is the
CTT's shareholders' right under SEC Rules and Regulations to have a fair
opportunity to select their management team, and that by the actions taken
yesterday by current management, that right has been subverted.
Data used in the Committee's letter to the SEC is ADP vote data from the day of
the meeting. The Committee believes that the CTT-hired election inspectors are
working with out-of-date ADP data as provided several days earlier.
The letter to the SEC provides in relevant part as follows:
"The shareholders of Competitive Technologies, Inc. need your help.
The "Annual Meeting of Shareholders" of Competitive Technologies, Inc. was held
yesterday at 10 am at the American Stock Exchange. At that meeting, a scheme to
mislead and defraud the Competitive Technologies, Inc. shareholders was played
out by management of the Company.
No sooner had the meeting commenced than the Chairman, Richard Carver, announced
that "no quorum" for the meeting was present and that consequently he moved to
adjourn. In an attempt to terminate the meeting, he called for a show of hands
and sought to immediately stop the meeting.
That attempt was somewhat thwarted by a demand by the Committee that (i) a
determination that a quorum was indeed lacking be made and (ii) that any motion
to adjourn or otherwise must be made by ballot to ensure that those present in
person and by proxy could appropriately vote on the matter.
Subsequent to that attempt, Mr. Carver and the independent inspectors of
election confirmed that in truth, they had no idea as to whether a quorum was
present and had not made ANY attempt to determine whether a quorum was indeed
present. The independent inspectors advised that they had NOT been asked by
management whether a quorum was present.
In fact, we have been advised that employees of Competitive Technologies were
advised that Management intended to declare that a quorum was not present and
terminate the meeting the day before the meeting, and that they were
consequently told not to attend the meeting.
As is set forth in Exhibit A and Exhibit B to this letter, the Committee submits
that a minimum of 4,117,348 shares were present in person or by proxy and
available for vote at the meeting. That number includes votes "withheld" (which
would count towards a quorum) as well as 120,000 shares voted in favor of the
opposition by Steve Wilson, a CTT shareholder, at the meeting. That is more than
the 4,005,000 shares required for a quorum.
The Committee also submits that based on vote totals received from ADP and
presented as proxies at the meeting, the Committee presented a total of
2,278,723 shares voted in favor of the nominees of the Committee for election as
directors and a total of 1,665,998 were voted in favor of management's nominees.
With those numbers in mind, it is clear that Management's attempt to terminate
the meeting without a determination that a quorum was or was not present was
clearly an attempt to subvert the shareholder voting process and give their
proxy solicitation firm, Morrow & Co., an additional period of time to seek to
change votes. As we detailed in prior correspondence, we have determined that
Morrow & Co. may present false and misleading statements to shareholders in
order to prevail (for example, telling them that voting "withhold" on a white
proxy would be voting against management -- when in fact that would effectively
terminate a vote for the opposition). That simply thwarts the carefully crafted
shareholder voting process set forth in the proxy rules and prevents
shareholders from properly exercising their voting privileges at the company.
As you might imagine, the many shareholders present at the meeting yesterday
were outraged by Management's behavior. Many of those shareholders had traveled
from all over the country to attend the meeting.
The end result of the meeting was that it effectively remains open. There has
been no determination as to whether a quorum was present or not, and the vote to
"adjourn" until February 2, 2007 was also not ruled upon because the inspectors
of election took ballots and "went back to their office" to count the votes.
The Opposition voted against that motion, and given the vote totals set forth
above, we believe that motion failed.
The Committee believes that SEC action is warranted at this point to come in and
effectively enjoin further action by the Company pending a determination as to
whether a quorum was indeed present and if so, the outcome of voting at the
meeting. Given the prior actions of management, the shareholders who have voted
with the Committee believe that they are not capable of providing a fair and
impartial forum for this vote, and that SEC intervention is necessary.
Please feel free to call me if you have further questions on this matter. Given
the fact that the Company has spent many hundreds of thousands of dollars in
fighting this battle, we believe quick action is warranted to prevent further
erosion of shareholder value by permitting that group to expend further funds to
improperly prevent a clearly warranted change of control at Competitive
Technologies, Inc. The Committee further believes that it has the votes to elect
its slate of directors and that management, knowing this fact, is merely
attempting to perpetuate their position in control by controlling the process."
More information on the Committee's proxy filing (DFRN14A, filed by
non-management on December 26, 2006) is available at the SEC website,
www.sec.gov, under company filings. Any questions can be addressed by contacting
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the Committee.
Contact: John Derek Elwin III
Tel: 561 789 6449
Email: restorevalue@yahoo.com