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gnulaw (54.25)

[Update1] 13D Shareholder Appointed to Board [but] SourceForge (LNUX) Fails to Disclose this Fact. Story Developing.

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July 10, 2010 – Comments (5) | RELATED TICKERS: GKNT , YHOO , AMZN

 

[Update1] (Originally reported September 25, 2008) 

 

This appointment was an alleged violation of the following Securities Laws including but not limited to: SEC Rule 10b-5, Item 404 of Regulation S-K, and Section 406 of the Sarbanes-Oxley Act of 2002.  On September 24th [2008] SourceForge announced Suzanne Present's appointment to its Board of Directors citing her "impressive" background including her past association with Lazard Freres & Co and cofounder and principal of Gladwyne Partners, LLC, a private partnership fund manager. However, SourceForge failed to disclose what esecurities_tm reported on June 25, 2008...that on "...June 12 Suzanne Present, Gladwyne Catalyst Genpar, LLC, Martin Sams Fund, et al Filed a 13D having acquired 4,607,500 shares of LNUX on the open market from 6/11 - 6/13 at an avg price of $1.36..." (1.)

The SourceForge 8-K Filing for Suzanne Present also failed to [disclose] said material issues of fact. In addition to Present's 13D status she was also "...granted an option to purchase 70,000 shares of Registrant's Common Stock, vesting over a period of three years, with one quarter vesting on the date of grant and one thirty-sixth vesting each month thereafter. The vesting of this option will automatically accelerate upon a change of control of Registrant. Ms. Present will also be entitled to receive cash compensation and additional restricted stock grants in accordance with Registrant's standard non-employee director compensation policies, which provide that, among other things, each non-employee director receives an annual retainer of $20,000..." source: Form 8-K filed 25-Sep-2008... I am alleging this Board appointment, 8K filing and contemporaneous release is alleged stock fraud and violates State, Federal, SEC securities regulations, in general, and, at least, SEC Rule 10b-5, specifically.

(1.)  AS A MATTER OF RECORD we have learned that YAHOO! has deleted the above referenced post from the LNUX Yahoo! Finance Message Boards*. Note: There is speculation and allegations that said act[s] (suspicious deletions of [select] esecurities_tm Yahoo! Finance Message Board posts) are related to chaosUnplugged's coverage** of Jon Sobel, former President of Geeknet (LNUX) Media and former General Cousel [for Yahoo!]. One must also question why the June 25th, 2008 Yahoo! Finance post ref/ "...June 12 Suzanne Present, Gladwyne Catalyst Genpar, LLC, Martin Sams Fund, et al Filed a 13D having acquired 4,607,500 shares of LNUX on the open market from 6/11 - 6/13 at an avg price of $1.36..."  was conspicuously deleted and concomitantly there was no Item 404 of Regulation S-K disclosure made in said September 22, 2008 SEC Form 8-K.

Yahoo! Finance Message Boards June 11 - June 28 2008. 

** What did Jonathan Sobel know and when did he know it 

 

References: 

 

1. (September 11, 2008) US SEC Form SCHEDULE 13D, Signed by MARLIN SAMS FUND, L.P., Suzanne Present, MICHAEL SOLOMON, GLADWYNE MARLIN GENPAR, LLC, WILLIAM M. SAMS.

2. (September 22, 2008) US SEC FORM 8-K. In Re: Suzanne Present elected to SourceForge Board of Directors, signed by Patricia M. Morris, Senior Vice President and Chief Financial Officer, SourceForge (LNUX).  "...There are no family relationships between Ms. Present and any executive officers, directors, or other employees of Registrant. Ms. Present has no material interests in any transactions or proposed transactions with Registrant...". See SEC Rule 10b-5, Item 404 of Regulation S-K, and Section 406 of the Sarbanes-Oxley Act of 2002.

3. (October 21, 2008) Def 14A Form Of Proxy NOTICE OF ANNUAL MEETING OF STOCKHOLDERS  To Be Held on December 3, 2008. Signed by James Jay Seirmarco,  Secretary, Geeknet (LNUX). 

4. (Motley Fool, November 25, 2009) Why is Yahoo! Deleting Messages* with Profound Legal Implications From Geeknet (LNUX) Message Board?

5. (Topix News, Thursday November 26, 2009) Why is Yahoo! Deleting Messages with Alleged Legal Implications From Geeknet (LNUX) Message Board?

6. (July 8, 2010) Form 8-K for GEEKNET, INC. In Re: Kenneth Langone elected to Geeknet Board of Directors. "...Mr. Langone is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K...".

7. (July 10, 2010)  [Update2] Geeknet (LNUX) Elects Kenneth G. Langone Chairman of the Board, Former WWE insiders now control 50% of LNUX Board and are largest controlling shareholders. Full Disclosure and EMH...Story Developing.

 

5 Comments – Post Your Own

#1) On July 11, 2010 at 7:16 AM, gnulaw (54.25) wrote:

>>2. (September 22, 2008) US SEC FORM 8-K. In Re: Suzanne Present elected to SourceForge Board of Directors, signed by Patricia M. Morris, Senior Vice President and Chief Financial Officer, SourceForge (LNUX).  "...There are no family relationships between Ms. Present and any executive officers, directors, or other employees of Registrant. Ms. Present has no material interests in any transactions or proposed transactions with Registrant...". See SEC Rule 10b-5, Item 404 of Regulation S-K, and Section 406 of the Sarbanes-Oxley Act of 2002.

 

 

So, it appears the CFO for Geeknet signed and submitted a required SEC Form 8-K filing knowingly stating "... Ms. Present has no material interests in any transactions or proposed transactions with Registrant...".

 Q: Are the other three Board appontments, Sileck-Bowers-Langone also not material?

 

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#2) On July 11, 2010 at 9:27 AM, gnulaw (54.25) wrote:

[CORRECTION]

 

  Q: Are the other three Board appontments, Sileck-[Bowman]-Langone also not material? 

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#3) On July 11, 2010 at 9:37 AM, gnulaw (54.25) wrote:

>>Q: Are the other three Board appontments, Sileck-[Bowman]-Langone also not material? 

 

See 

(February 21, 2010) Is a former Director, a former COO, and former majority shareholder of World Wrestling Entertainment about to throw a triangle choke hold on Geeknet (LNUX)  and 

(July 10, 2010)  [Update2] Geeknet (LNUX) Elects Kenneth G. Langone Chairman of the Board, Former WWE insiders now control 50% of LNUX Board and are largest controlling shareholders. Full Disclosure and EMH...Story Developing. 

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#4) On July 12, 2010 at 12:17 PM, gnulaw (54.25) wrote:

With all due respect, It's not looking good for Geeknet (LNUX)s CFO.
>>[Update1] Geeknet (LNUX) CFO, Patricia Morris, Insiders, continue dumping LNUX shares ahead of Q2 numbers.

Geeknet (LNUX) Insiders dumping shares ahead of q2 numbers (ending June 30, 2010)...while accepting substantial stock bonuses for non-performance and sustained shareholder value destruction. Alleged Violation(s) of Geeknet Insider Trading Compliance Program Guidelines?, SEC Rule 10b-5?, Sarbanes-Oxley? During insider blackout period?


Form 4 (Stock Sells)

Patricia Morris, Chief Financial Officer   12,217 7/1/2010 and 12,218 6/11/2010

Form 4 Ten-year Stock Options (Issuances) 

Patricia Morris, CFO, 75,000 shares 4/22/2010

Source: SECFilings.com

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#5) On July 24, 2010 at 10:03 AM, gnulaw (54.25) wrote:

(July 24, 2010) AS A MATTER OF RECORD Geeknet (LNUX) and (NYSE:WWE) associate of Bowman, Sileck, Present, and Langone, Michael Solomon remains conspicuously non-transparent on Geeknet (LNUX) website as of July 24, 2010.

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