UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
CONSENT STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
AND EXCHANGE ACT OF 1934
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CALMARE THERAPEUTICS, INC.
(Name of Registrant as Specified in Its Charter)
CALMARE COMMITTEE TO RESTORE
STOCKHOLDER VALUE
(Consisting of the following individual participants: Stan Yarbro, Ph.D, Richard D. Hornidge, Jr., Ron Hirschi, Robert Davis, Ted Kustin, Dr. William Kay, Ronald K. Tolboe, Steve Roehrich, Robert Conway, and Benjamin Large)
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Corporate Securities Law
| M. Richard Cutler, Esq |
| Admitted in California & Texas |
February 16, 2018
Conrad F. Mir
Peter Brennan
Rustin R. Howard
Carl D O’Connell
Calmare Therapeutics Incorporated
1375 Kings Highway, Suite 400
Fairfield, CT 06824
THE CORPORATION TRUST COMPANY
Corporation Trust Center
1209 Orange St
Wilmington, DE 19801
Alan Talesnick, Esq.
Haynes and Boone, LLP
1050 17th Street, Suite 1800
Denver, CO 80265
Gentlemen:
We have reviewed the 8-K filed this morning by Calmare Therapeutics Incorporated.
The information provided in that 8-K is FALSE AND MISLEADING.
Delaware General Corporation Law Section 213(b) very clearly provides that “…If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by this chapter, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in this State, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded.” [emphasis supplied].
Although delivered to Delaware on February 12, 2018, we have confirmation that the CORPORATION TRUST COMPANY, Calmare’s agent for service of process, actually physically obtained delivery of shareholder consents on February 13, 2018 when they picked it up from the post office.
As such, February 13, 2018 is established as the record date for the consent solicitation.
As of that date, the Calmare Committee to Restore Stockholder Value presented consents exceeding 50% of the issued and outstanding stock of Calmare. Accordingly, the actions proposed in the consent solicitation have been effectuated and any and all actions by the previous board and management are ultra vires and without legal authority.
We have also been advised and will report to the US Securities and Exchange Commission that members of prior management’s team have been advising shareholders that if they do not return the Gold card seeking revocation, that such inaction itself constitutes revocation. That is false and misleading. Further, management has advised some shareholders that the Committee’s intention is to immediately file bankruptcy for Calmare. Again, that is false and misleading.
We have repeatedly advised entrenched management of this action as well as advised their counsel. We believe that they continue to expend corporate funds in direct contravention of shareholder desires. The new board has consequently determined that it will bring legal action for breach of fiduciary duty, fraud and defalcation against those members who continue to act against shareholder interest.
Best Regards,
/s/ M. Richard Cutler
CC: Dr. Stan Yarbro