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[humorix] Angry Stockholder Begins Proxy Fight Over Microsoft Acquisition



Angry Stockholder Begins Proxy Fight Over Microsoft Acquisition
February 28, 2002
by Robert G. Werner, Chief Sili-con Valley Correspondent 
("Will Administer Linux Servers for Cash").

Next week, Microsoft, Inc. (Nasdaq: MSFT) is scheduled to
officially take over Humorix World Domination, Inc.
(formerly Nasdaq: FAUX).  The acquisition must face one
more challenge, however, during an upcoming meeting of what
some pundits have called the "pre-assimilation" board.  
The remaining stockholders, primarily represented by one
Melissa S. Baughn,  are challenging the direction the
Microsoft-dominated board will likely take the company.  

"Until the disastrous revelations of Humorix's financial
troubles, World Domination by 2005 had been the company's
driving goal," a representative for Ms. Baughn said.   "Now
with Microsoft calling the shots, it appears that goal has
completely collapsed.  How does this new Redmondian
strategy best serve both remaining Humorix shareholders?"

Baughn, though holding only 0.002% of outstanding Humorix
stock, made plain in a letter to the other shareholder that
she feels, "The Microsoft acquisition is in diametric
opposition to the VISION THe founders of this company had. 
It is time for those of us with the most to lose to call on
the Humorix board to live up to the tenants of the 'Humorix
Way'."  When asked to define the 'Humorix Way', Baughn had
no comment.

Melissa Baughn apparently received Humorix stock as a
gift.  It was unclear what relationship Ms. Baughn had to
the company's founder, James Baughn.  However,
investigations of S.E.C. reports conducted by  the
vastspy.NET indicate that Ms. Baughn may have received the 
stock as a tip when she was working at a Stuckies.  "At the
time I was tempted to use it as fire starter, but it had
this silly little penguin on it..." Ms. Baughn wrote in one
Usenet post from 1999.

The acquisition has left both former and current Humorix
employees ambivalent.  One former employee, Mr. G. E.
Trich, has found his time at Humorix to have been very
valuable.  Of the layoff,  Trich states, "It was just the
motivation I needed to start my own business.  I'm now
talking with several clients who need just the services I
can offer." Trich is now head of Tri-Valley Shredding and
Waste Disposal Co. which has just inked a million-dollar
contract with bankrupt companies Enron and Global Crossing.

Others have not fared so well. Noah M. Morals, former Chief
Counsel & Frivolous Lawsuit Filer for Humorix, Inc. has
found his new position as Head Windows Systems
Administrator (also called Head Server Rebooter &
Bluescreen Babysitter) physically challenging. Morals
suffered a massive heart attack as a result of his new
duties. Unfortunately, under Microsoft, Humorix has adopted
Microsoft's VisualDoctor.NET initiative for employee health
care.  Says Morals,  "I nearly died when the damned
labcoat-wearing Paperclip appeared on the server's screen
and asked if I was pregnant.  I tried to indicate that the
pain was in my chest,  but that just led 'Clippy' to start
asking about lumps in my breasts."

Morals survived but only by phoning M911 (Microsoft's
emergency server support team) and insisting that there was
a hamster trapped in the mail server's cooling fan that
would be macerated if the Exchange server was ever brought
up.  The responding veterinarians were able to install an
artificial bypass system and Mr. Morals seems to be
responding well to the immunosupressants.

Analysts are perplexed by the apparent proxy fight proposed
by Melissa Baughn.  "Even if the other shareholder agrees
with Ms. Baughn, they can only muster 0.07% of the voting
stock.  I see no real possibility for successfully
returning the pre-Microsoft board to power, unless there is
some 'Act of God' or other bizarre plot twist," stated Ima
Tool, pundit for the Ziff Davis Network of Propaganda
Outlets. When asked for explanation, Ms. Tool suggested, 
"The death of the Microsoft-appointed board by smothering
in elephant dung would be one possibility.  Use your
imagination."

In spite of the speculation, it appears that Ms. Baughn's
fight is doomed before it even starts.  "How could a
stockholder with so little influence change the direction
of a giant like Microsoft?" asks Kover Al Bas'is,
Technology reporter for the Cairo Light and Standard.
"Resistance to such a corporate giant will almost certainly
prove futile."

However, in the Silicon Valley of California, many analysts
are betting on Baughn.  "She has an understating of the
intentions of the founder that no one from Redmond has
taken into account," replied one accountant friend of the
Humorix firm.  "MS is underestimating Melissa if they think
she will just go away.  I knew Melisa in junior high, and
she is nothing if not persistent," replied another
confidant of Ms. Baughn and one of Humorix's regular six
readers.  Perhaps the most telling comment came from a
close friend of James Baughn, the founder of Humorix. 
"Though James had no influence on the decisions of the
current Humorix board, he is greatly encouraged by the
actions of Ms. Baughn and looks forward to the day when
Humorix can be returned to the control of reasonable
people".
--
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