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September 18, 2005 |
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Corporate
Headquarters Environmental Business Cluster 2 North First St. 4th Floor San Jose, CA 95113 Southern California John Sokol - CEO/CTO (916) 704-7676 Northern California Harrison Rose – Chairman (650) 386-5300 |
Dear Nisvara Shareholders,
As announced by Allen Amaro, on September 17, 2005, the Special Shareholder Meeting was held on time and at the specified location, the Santa Clara City Library, without incident. A quorum of more than 50% of the outstanding shares was present. In addition, an independent Inspector of the Vote was present to verify and validate the share holding and how each share was voted. The entire Meeting was digitally recorded and may be available upon request.
The newly elected members of the Board of Directors are the three original founders: Silicon Valley based Harrison Rose; Los Angeles area based John Sokol; and Vancouver, Canada based Jonathan Walther. This was the team that started the search for a silent computer which led to Nisvara’s ground breaking technology in carbon fiber composite and systems architecture for removing the heat without relying on fans. We can look forward to reinvigorating the company.
Immediately following the Shareholder Meeting, the newly elected Board of Directors met and elected the Officers of the Corporation, and conducted some additional Nisvara business (including reaffirming the actions and decision that took place at the July 5, 2005 Board of Directors Meeting which had never been contested by the previous dysfunctional management).
The new officers are:
à Chairman of the Board – Harrison Rose;
à Corporate Treasurer – Harrison Rose;
à Corporate Secretary – Harrison Rose;
à Chief Executive Officer and President – John Sokol; and
à Chief Technology Officer– John Sokol.
Under the new management, the company will continue to conduct its business in developing and producing system level conductive solutions to extract heat from systems. The company will also actively explore licensing opportunities as well as related new business opportunities. For example, Nisvara is seeking OEM server partners for a full rack demonstration, large enough to convince Data Center Management, of the energy savings that can be had through the deployment of Nisvara’s electronic cooling technologies.
The Northern California office shall be run from the official Nisvara headquarters by Harrison Rose, and the Southern California branch office will be run by John Sokol.
What follows are the voting results of the September 18, 2005 Special Shareholders Meeting of Nisvara as recognized by Ken Rhie, a well respected independent investor and business consultant, owning no Nisvara stock and having no direct involvement with the company nor any of the parties involved, took on the responsibility of the Inspector of the Vote. The role of the Inspector of the Vote is an option set up in the original and current Nisvara Corporate Bylaws.
Since Allen Amaro refuses to make available the Nisvara corporate records, we were unable to affirm a few specific questions over stockholding. In order to make sure that there is no question as to the legally binding results of this Meeting, the Inspector of the Vote decided to include every possible claim of stock ownership with respect to the three lists that guided the process. Hence, in the worst case scenario, if the vote was clearly a majority as required by the Nisvara Corporate Bylaws, then there can be no contest to the results. The numbers that are in question, and will be cleared up personally by me as the new Corporate Secretary and Treasurer, are in dark green and marked with a footnote for explanation. I welcome any inquiry by those affected.
|
Name |
9/17/2005 |
% |
Present |
% of Present |
Why an issue? |
|
John Sokol |
1,200,000 |
24.54% |
1,200,000 |
48.15% |
|
|
Harrison Rose |
1,200,000 |
24.54% |
1,200,000 |
48.15% |
|
|
Allen Amaro #1 |
1,100,000 |
22.50% |
0 |
0.00% |
Warrant execution to be verified |
|
KRS Murthy, Ph. D. |
1,000,000 |
20.45% |
0 |
0.00% |
|
|
Jonathan Walther |
60,000 |
1.23% |
60,000 |
2.41% |
|
|
Bill Drury |
5,000 |
0.10% |
0 |
0.00% |
|
|
Rob Elmore #2 |
110,417 |
2.26% |
0 |
0.00% |
Warrant execution to be verified |
|
Fred Zeise |
14,583 |
0.30% |
0 |
0.00% |
|
|
Alfred Zinn, Ph. D. |
29,167 |
0.60% |
0 |
0.00% |
|
|
Ed Huang |
2,604 |
0.05% |
0 |
0.00% |
|
|
John Conville |
16,667 |
0.34% |
0 |
0.00% |
|
|
Larry Schwartz, Ph. D. #3 |
31,250 |
0.64% |
31,250 |
1.25% |
Left off of Allen's ledger |
|
Tore Mortvedt #4 |
250 |
0.01% |
0 |
0.00% |
Left off of Allen's ledger |
|
Magnus Haugland #5 |
250 |
0.01% |
0 |
0.00% |
Left off of Allen's ledger |
|
James Sparenberg #6 |
1,000 |
0.02% |
1,000 |
0.04% |
Left off of Allen's ledger |
|
Fenwick & West, LLP #7 |
17,814 |
0.36% |
0 |
0.00% |
Number needs to be verified |
|
Girvan Institute of Tech., Inc. |
100,000 |
2.05% |
0 |
0.00% |
|
|
TOTAL |
100.00% |
100.00% |
|
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Present as % of Total |
2,492,250 |
50.98% |
|
|
|
|
Required for Quorum |
2,444,501 |
50.00% |
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|
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To those of you who declined to attend the Special Shareholders Meeting because of the misleading and derogatory statements made by KRS Murthy, it is deeply regrettable that Murthy refuses all attempts of mediation or even civil communication
The deadlock is now broken and we can get back to business. Speaking for the legally elected Nisvara Board of Directors, I can assure you that all past unsupported allegations and accusations made against the company by KRS Murthy and Allen Amaro are false, and will be responded to appropriately by our attorneys.
Our goal now is to move forward with this incredibly promising technology. We will keep you posted of our progress.
Sincerely,
Harrison Rose
Chairman of the Board
Nisvara Inc.