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March 20, 2007
Embarcadero to Chapman Capital: F**k You!
A financial filing last week from activist fund Chapman Capital contained some unusual stuff. The fund has been working to get software company investee Embarcadero Technologies to put itself up for sale, and Chapman's not happy with the lack of progress.That, according to Chapman, led to an awkward conversation on March 7th between Chapman and Embarcadero CFO Michael Shahbazian, one that made it, profanities and all, into the Chapman filing last week. Apparently Chapman conveyed to Shahbazian his unhappiness about the non-merger, and helpfully, you know, mentioned to Shahbazian that he had heard other previous employers weren't really big fans of his CFO-ish work either. That allegedly led to this:
Mr. Shahbazian reacted temperamentally to Mr. Chapman with the eloquent response, “Fuck you!” Mr. Chapman then forcefully informed Mr. Shahbazian that it was inappropriate and inadvisable for the Chief Financial Officer of a public company to utter such blasphemy to the advisor of a 9.3% ownership stakeholder in the Issuer.The 11th Commandment: Thou shalt not blaspheme >9% shareholders.
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You know, I actually almost took Chapman to task for the use of the word blasphemy in the context, but thought that was over-literal. Apparently I was still too obscure.
Good stuff.
Between this and the Spinal Tap quote, you are on a roll with the humor today! Crackin' me up.
Let me guess... you found this by using the new full text search and filtering for profanity... you have done this before yes?
oh dear! did it hurt his shell like ears. anyone who would publish this in an SEC filing is an A*&h(%*!?! (just trying to get into the spirit)
Hey Andrew -- You guessed it. I have an "interesting word" search that scans SEC filings and feeds 'em back to me. Out this one popped, much to my childish glee ...
Okay, I couldn't help myself. I looked for the F word in all SEC filings and found it in some DVD listings for media companies. Only one other interesting location--The Certificate of Amendment to the Certificate of Incorporation of City National Bancshares Corporation (Exhibit 3.(i) to the 8-K) of reads:
RESOLVED, a description of such 6% Non-cumulative Perpetual Preferred Stock, Series E, including the preferences and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions for redemption, all as set by the Board of Direc you fucking new when i asked you liartors of the Corporation, is set forth in the attached Certificate of Designation Establishing the 6% Non-cumulative Perpetual Preferred Stock, Series E and Fixing the Powers, Designations, Preferences and Relative, Participating, Optional and Other Special Rights, and the Qualifications, Limitations and Restrictions, of the 6% Non-cumulative Perpetual Preferred Stock, Series E.
http://www.sec.gov/Archives/edgar/data/714980/000091431705000795/exhibit3i.htm
Doesn't CFO Mr. Shazzbatt know that the appropriate response to a >9% shareholder is the Dick Cheneyesque "Go f$ck yourself!". It worked in the US Senate and kept Patrick Leahy from misbehaving for at least a year. Cheney's approach is much more eloquent and formal, while Shazzbatt's is more street and colloquial and less befitting an estemeed CFO. As Guy Kawasaki preaches, ALWAYS treat your investors with respect. As such, a slight tweak in Mr. Shazzbatt's stock response to micromanaging, activist, busybody investors (like Chapman) will make a world of difference and will elevate a simple 13-K filing to legendary status.
And nothing so clearly reveals the inner mind of the VC.
Blasphemy is restricted to saying bad things about God, whereas obscenity is saying bad words like f*ck.
We all know that most VCs view themselves as quasi-divine beings - having an unending stream of very bright and innovative people literally begging you for your time and money does nothing to induce humility. But it is invaluable to actually hear a VC claim godlike status publicly. One can only assume the word hubris will mean something to Chapman one day.
I also think it is time for you to re-publicize the old joke between those who have money and those who need it. To wit: The difference between a VC and a start up CFO is that a VC says "F*ck you!" and hangs up the phone, where the CFO hangs up the phone and says "F*ck you!"
My guess is the guy at Embarcadero just got the timing screwed up...