They say the board is unfairly blocking their effort to overhaul it.
Dissident shareholders at tiny Aetrium Inc. have accused the board of illegally obstructing their bid to take control of the money-losing North St. Paul maker of equipment for the semiconductor industry.
Aetrium's board announced Tuesday that no action was taken at a special shareholders meeting on Monday for lack of a quorum and that dissidents have been unwilling to negotiate a resolution of differences over running the company.
Jeffrey Eberwein, a New York investor who leads the dissidents, said shareholders are entitled to a board overhaul in light of the company's poor performance. Aetrium shares have fallen from $6 in late 2007 to 65 cents Tuesday. The company's market value has shrunk to $7 million.
Eberwein said that, of the 45 percent of shareholders present and voting, his group received 88 percent of the votes. "Despite our team winning the proxy vote by a ratio of 8 to 1, the incumbent directors refused to seat us, relying on their erroneous interpretation of the company's bylaws that they claim requires an absolute majority of all issued and outstanding shares to constitute a quorum," Eberwein said in a statement.
It appears a legal fight is brewing over whether the dissidents can adjourn Monday's meeting until Dec. 10 to give them time to obtain "such an absolute majority. ... They have used every trick in the book ... to prevent a shareholder vote and to prevent new, duly elected directors from being seated once that vote did occur," Eberwein said.
Longtime CEO Joe Levesque, 67, said in a statement that Aetrium's board has "offered the dissident shareholders multiple opportunities to join our board and work with us to move the company forward. They have refused all of our offers to resolve the control issues through negotiation. ... We do not believe the cost and distraction of litigation is in the best interests of our shareholders."
Neal St. Anthony 612-673-7144