Service Agreements Filed on SEDAR June 3, 2010 Following Demand from Concerned Shareholders
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TORONTO, June 10 /CNW/ - Unique Broadband Systems, Inc. ("UBS" or the "Company") Concerned Shareholders announce that UBS filed the Service Agreements with Gerald T. McGoey, Chief Executive Officer (CEO), Alex Dolgonos, Chief Technology Consultant (CTC) and the employment agreement with Malcolm Buxton-Forman, Chief Financial Officer (CFO), on SEDAR. These Agreements are but three examples of troubling management compensation arrangements approved by the incumbent Board at UBS. The documents can be viewed on the UBS Concerned Shareholders' website at www.saveubs.com, under the Important Documents Link. In particular, the Agreements raise the following questions:
- Why weren't these material Agreements made public by filing on SEDAR
when they were entered into by UBS?
- UBS has essentially been a holding company since 2003, so what
"relevant technologies" and "engineering, technology and marketing
expertise" has the CTC brought to UBS for the benefit of
- How does the incumbent Board continue to justify the Agreement with
the CTC that purports to pay him $475,000 per year in consulting fees
and $7.2 million now in the event that his Service Agreement is
terminated by UBS without cause - in addition to awarding him $1.53
million in "restructuring awards" in 2009?
- How does the incumbent Board continue to justify an Agreement that
purports to allow the CEO to be paid $8.6 million, if he is not
elected to the Board of Directors?
- Why weren't the change-of-control and termination provisions in these
Agreements terminated when the CEO, CTC and CFO were awarded $12.8
million in so-called "restructuring awards" by UBS and Look
Communications Inc. ("Look") in 2009?
"The UBS Concerned Shareholders are deeply troubled by these agreements, and the fact that they were only disclosed following a demand by the Concerned Shareholders. I ask the Board and Management on behalf of our fellow shareholders: Please do the right thing and terminate these shockingly expensive golden parachutes," said Robert Ulicki, President, Clareste Wealth Management Inc., speaking on behalf of the UBS Concerned Shareholders. "To my fellow shareholders, I want you to know that we share your dismay. With your support, the Concerned Shareholders' director nominees are committed to preserving and recovering where possible, shareholder value. Please review the materials at www.saveubs.com or those that you received from us in the mail, to read about the actions we will take on your behalf. Vote your YELLOW proxy today!"
TOWN HALL MEETING WITH UBS CONCERNED SHAREHOLDERS' DIRECTOR NOMINEES
The UBS Concerned Shareholders invite fellow shareholders to attend a Town Hall Meeting to hear the Concerned Shareholders' Director Nominees' plan for UBS. The Meeting will take place at the offices of Gowling Lafleur Henderson LLP, 1 First Canadian Place, Suite 1600, 100 King Street West, Toronto on Thursday June 17, 2010 at 5:00 p.m. (Toronto Time). To attend in person, please rsvp at firstname.lastname@example.org or to join by phone, please register at https://secure.confertel.net/tsregister.asp?course=153206.
ABOUT THE UBS CONCERNED SHAREHOLDERS
The UBS Concerned Shareholders are a group of investors, mostly individuals, who came together in response to the publicity that has occurred surrounding the extraordinary $22.7 million of executive and director compensation paid in 2009 at UBS and LOOK in the face of dismal performance and plummeting share values. These shareholders have spent their time and their own resources over the past months to demand information, alert regulators, assess legal options, and ultimately take action in order to attempt to rectify and improve the situation on behalf of all shareholders of UBS.
Robert Ulicki, Grant McCutcheon and Henry Eaton are the UBS Concerned Shareholders' Director Nominees. These individuals would bring integrity, experience, and an Action Plan formulated solely to benefit shareholders to the Board. More information on each of the Concerned Shareholders' Director Nominees and the Action Plan is contained in their Information Circular dated June 3, 2010.
About the Special Meeting
The Special Meeting of Shareholders of UBS is scheduled to be held at 9:00 a.m. (Toronto Time) on Monday, July 5, 2010 at 8250 Lawson Road, Milton, Ontario, L9T 5C6, the principal and registered office of UBS.
Proxy Voting Deadline
Shareholders are reminded to not delay and vote the YELLOW proxy form so that it can be received no later than 5:00 p.m. (Toronto Time) on Tuesday, June 29, 2010. Detailed voting instructions are included in the Concerned Shareholders' Information Circular.
Further information about voting the YELLOW proxy is available from Kingsdale Shareholder Services at 1-866-879-7650.
Forward-Looking Statements and Information Contained Herein
Unless otherwise noted, the information concerning UBS, Look Communications Inc. ("Look") and their directors and officers contained in this press release has been taken from, or is based upon or derived from, publicly available documents or records on file with Canadian securities regulatory authorities and other public sources. Although, the Concerned Shareholders have no knowledge that would indicate that any statements contained in such publicly filed documents are untrue or incomplete, the Concerned Shareholders do not assume responsibility for the accuracy or completeness of such information or for any failure by UBS or Look to disclose material information which may affect the significance or accuracy of such information.
Certain statements contained in this press release constitute forward-looking statements. The words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions as they relate to the Concerned Shareholders, the Concerned Shareholders' nominees, UBS or Look, are intended to identify forward-looking statements. Such statements reflect the Concerned Shareholders' current views with respect to future events and are subject to certain risks, uncertainties and assumptions. The Concerned Shareholders' nominees assume no responsibility for any such statements. Many factors could cause actual results, performance or achievements that may be expressed or implied by such forward-looking statements to vary from those described herein should one or more of these risks or uncertainties materialize. Such factors include, but are not limited to, the financial condition and cash flow of UBS and Look, binding contractual covenants entered into by UBS and/or Look, pending or future litigation involving UBS and/or Look, general market conditions, the market for and regulations surrounding the purchase and sale of tax losses and other general business, technological, competitive and regulatory factors. Neither the Concerned Shareholders nor their director nominees assume any obligation to update or revise the forward looking statements contained in this press release to reflect actual events or new circumstances.
SOURCE UNIQUE BROADBAND SYSTEMS, INC. CONCERNED SHAREHOLDERS
For further information: For further information: Investors, www.saveubs.com, Kingsdale Shareholder Services Inc., 1-866-879-7650; Media, Joel Shaffer, Kingsdale Communications Inc., 416-867-2327