SulphCo, Inc. (NYSEMKT:SUF) announced this morning that they dismissed Dr. Rudolf W. Gunnerman as Chief Executive Officer and Chairman of the Company after Dr. Gunnerman presented the Board with putative amended and restated By-laws which they said threatened the ability of the Board to function in the best interests of the shareholders. The Board rejected such changes as not being effective in accordance with applicable federal securities laws.
Dr. Gunnerman, who owns 39% (28.27 million shares) of the company, disclosed the various amendments in a 13D filing with the SEC. The Bylaw Amendments include, among others, "(a) the requirement that an Annual Meeting of the stockholders be held on the first Tuesday in April at 850 Spice Islands Drive, Sparks, Nevada; (b) modifications to the procedures for stockholder nominations of directors to serve on the Company’s Board of Directors; (c) the fixing of the number of Board members at six; (d) the elimination of “cause” as a requirement for the removal of directors; (e) the inability of the Board to remove any officer of the Company until the first annual Board meeting to be held following the next annual meeting of stockholders following January 11, 2007; (f) the inability of the Board of Directors to issue, prior to the next annual meeting of stockholders (i) any shares of capital stock of the Company entitled to more than one vote per share, and (ii) in the aggregate, in excess of 10% of the outstanding shares of capital stock of the Company; and (g) that the Amended and Restated Bylaws may be amended only by stockholders holding a majority of the Company’s voting stock."
Following delivery of the Written Consent, Dr. Gunnerman became aware of a miscalculation in the number of shares held by the persons that had executed the Written Consent. Gunnerman said based on the correct number of shares actually held by the stockholders executing the Written Consent its was not executed by the holders of a majority of the outstanding shares.
NOTE: Gunnerman disclosed a miscalculated 44.9% stake personally, which was later adjusted to 39% in an amended filing.
Gunnerman said he will continue his effort to obtains the consent of the stockholders and, whether or not the Bylaw Amendments are adopted, he may propose his own slate of nominees to the board of Directors.
Shares of SulphCo are relatively flat at $3.52 after trading lower earlier in the session.