Mandriva is finished

[dedanna1029]

And I'm saying it ain't gonna happen 'til they learn how to market and how to manage their money.

And, get a decent moderator for the English forum...

[viking60]

I can see it now.

Nasdarovje:

[dedanna1029]

LOOOOOOOOOOLLL

WANT!!

[dedanna1029]

I ended up splitting this topic off, and moving the last part to the Lounge. If it turns out to be something more news-worthy, we can open a new topic here on it.

[dedanna1029]

It appears that Mandriva is still in the skids financially, and quite uncertain what's going to happen. According to Distrowatch:

Mandriva's restructuring, FreeBSD security interview, BSD Magazine update, SLED SP1 features, Compiz 0.9

Mandriva Following recent media speculation about the state of Mandriva's finances, the Paris-based Linux company finally published a brief press release detailing the current situation and giving a few optimistic hints about its future. As expected, the transformation will include some painful cost cutting: "A professional offer aimed at the major business markets (education, industry, services, retail) will meet the demands of clients seeking alternative and economic options in the field of heterogeneous IT systems management. This offer will be unveiled in the second half of 2010. In the meantime, and in the short term, Mandriva has begun a drastic programme of structural cost-cutting as well as raising funds to redress the financial balance and assure the long-term future of the company. Negotiations are underway with new investors who will be presented at the company's next general board meeting."

Just wish we could access that link in the article right now (can't, as Mandriva's down ATM). Should give some real insight as to what's going on.

I'm beginning to be unsure as to all this supposed "buying out of Mandriva stock". I think it's time to kind of separate fact from fiction. Mandriva is very small, how is a Russian company going to suddenly just pick them out of all the more successful companies in the world (and yes, I saw the post from Anne on twitter about that; I'm wondering if that wasn't released just to stir interest? A stab out in the dark so to speak and hope it strikes? It wouldn't be the first time they've done that.) When there are so many that haven't even heard of Mandriva?

I think there's been a LOT of rhetoric released, but only time can prove me right or wrong on that.

[dedanna1029]

You go, aapgorilla! Always did have a LOT of respect for you. You tell it like it is, and stand up to the b.s. - you make me proud. Tell those stupid blind fanbois where to stuff it. Thank you.

You know Red Hat's revenue grow more per week than Mandriva´ s total yearly revenue, how hard is it to see that the powerpack business model is flawed? How hard is it to see it drives away potential users which otherwise might later have chosen Mandriva in their corporate environment?

Right on, dude. You and I were both seeing it before asshole made me leave there, and now those conservative twits are doing to you what they did to me for calling how the cow ate the cabbage. Dimwits. Don't you worry about those fanbois, aap. You got one right here of your own.

[dedanna1029]

Speaking of which, where's all this Linagora money that's supposed to be ever so flowing thru Mandriva by now? Or that Russian money? Or this money or that money? Wait, what is Mandriva going to be doing again? Oh that's right. They're not telling. Probably waiting for something to just magically drop in their laps then.

[dedanna1029]

http://forum.mandriva.com/viewtopic.php?p=820921#820921

First of all many of you put Mandriva, the company, and Mandriva Linux, the distribution, into one box - that's entirely wrong.

Mandriva, the company, is in a situation where none of the recent informations talked about the Mandriva Linux distribution. Right now the company is owned by several investors (Wallix, the Russians, etc.). None of them said a single word about the distribution lately.

So, please stop these futile attempts to "Help Mandriva and give money" - it neither helps the company (several millions in dept) nor does it help the distribution (none of the money goes into the distribution). The money is lost.

Next:
Mandriva Linux is made by employees and contributors likewise. Take away one of the 2 the distribution would not survive (may be a basic stripped down version could be maintained by the employees). This can be easily proven by looking at the rpms. Take away all rpms maintained by contributors and see where that leaves you. Do the same and take away the employees and you'll get to the same result.

Next:
A community fork! Yes!! I'd like very much! But there are prerequisites to meet before you can even think about a fork. The main one is simple: numbers. Again, see how many different employees and contributors are involved in current Mandriva Linux - first you have to get them interested, then you have to build the structure which is necessary to organise the making and roll-out of the distribution.
When you have all this, then you can talk about a fork.

I think he knows what he's talking about. He has for years. Part of what I've been saying all along. Giving to them now, without knowing for 100% sure that they have capitol, is like enabling someone to commit suicide. It's nothing but a wasted, losing, and very long proposition. As long as nothing is said about an upswing on the way, they are slowly dying (which is worse than what I had imagined it would be; I expected them at some point this year just to go straight out; it's torturous). If one is going to invest in anything, then invest on the upswing of Mandriva so that they can maintain the upswing. Elsewise, what's the point.

[dedanna1029]

Yep.

August 13, 2010 BULLETIN OF MANDATORY LEGAL ADVERTISEMENT Bulletin No. 97

Announcements
____________________

Meetings of shareholders and unitholders
____________________


MANDRIVA

Limited liability company with board of directors with a capital of 4630 € 824.60.

Registered office: 55 Boulevard Saint-Martin, 75003 Paris.

421,223,157 R. C. S. Paris.

Notice of meeting.

MM. Mandriva's shareholders (the "Company") are informed that an Extraordinary General Meeting will be held September 15, 2010 at 9:30 am at headquarters in order to consider the following agenda:


Agenda:

The jurisdiction of the ordinary general meeting:

- Read the annual report of the Board of Directors;

- Reading the report of the Auditor General on the accounts for the year ended December 31, 2009;

- Approval of the accounts and transactions of the year 2009;

- Discharge of the directors;

- Allocation of income for the year ended December 31, 2009;

- Read the special report of the External Auditors and approval of agreements falling within the scope of Article L. 225-38 of the Commercial Code;

- Ratification of appointment of directors made a provisional basis;

- Appointment of directors.


The jurisdiction of the Extraordinary General Meeting:

- Reading the report of the Board;

- Reading the reports of the auditor;

- Reduction of capital amounting to 463.78 euros in 4476 for clearing the social losses;

- Consequential amendment of Article 6 of the bylaws of the Company;

- Authorization for the Board of Directors, under the provisions of Article L. 225-129-2 of the Commercial Code, in order to carry out capital increases, in one or more times, determining the scope and terms of exercising that authority;

- Removal of preferential subscription rights and allocation of subscription rights in favor of named individuals;

- Authorization for the Board of Directors for conduct one or more capital increases reserved for employees of the Company in accordance with Articles L. 3332-18 et seq work, under the provisions of Article L. 225-129-6 of the Commercial Code, determining the extent and conditions of exercising that authority;

- Issuance of convertible bonds into shares, terms and conditions of the issue, cancellation of preferential subscription rights of shareholders in favor of a named person, the powers of the Board of Directors to achieve the operation;

- Authorities in order to complete the legal formalities.


Text of resolutions.
I. - Resolutions within the jurisdiction of the ordinary general meeting.

First resolution (Approval of accounts for the year ended December 31, 2009). - The General Assembly, having heard the management report of the Board of Directors on the accounts for the year ended December 31, 2009, the attached report of the Chairman of the Board provided for in Article L . 225-37 of the Commercial Code and the report of the External Auditor on the accounts for the year cited above, approves, as presented, the financial statements for such year resulting in a loss of 3.533 million euros .

It also approves the transactions reflected in these accounts or summarized in such reports.

The General Assembly shall, therefore, to discharge the directors of the execution of their mandate for the past year.


Second resolution (Allocation of income). - The General Assembly on the recommendation of the board of directors decided to allocate the loss for the year ended December 31, 2009 in the account "Retained earnings" with balances amounted to (8,156,000) Euro after posting.

Furthermore, the Assembly took note of it has been made any dividend payments for the years 2006, 2007 and 2008.


Third resolution (Approval of regulated agreements). - The General Assembly, having heard the special report of the External Auditors on agreements covered by the provisions of Article L. 225-38 of the Commercial Code, approves successively, under the conditions of Article L. 225-40 of the code, each of the agreements referred to therein.


Fourth resolution (Ratification of the appointment of Mr. Bertrand Glineur as administrator). - The General Assembly ratifies the appointment of Mr. Bertrand GLINEUR made provisionally by the Board of Directors at its meeting on June 25, 2010, for the unexpired term of office of his predecessor.


Fifth resolution (Ratification of the appointment of Mr. Jean-Noel Galzain as administrator). - The General Assembly ratifies the appointment of Mr. Jean-Noel Galzain made provisionally by the Board of Directors at its meeting on June 25, 2010, for the unexpired term of office of his predecessor.


Sixth resolution (Ratification of the cooptation of Mr. Arnaud Laprévote as administrator). - The General Assembly ratifies the appointment of Mr. Arnaud Laprévote made provisionally by the Board of Directors at its meeting on May 21, 2010, for the unexpired term of office of his predecessor.


Seventh resolution (Appointment of Mr. Dmitry Komissarov as administrator). - The General Assembly shall appoint as a director Mr Dmitry Komissarov, for a period of six years expiring at the end of the meeting to be held in the year 2016 to approve the accounts for the year ended December 31, 2015.


II. - Resolutions within the jurisdiction of the Extraordinary General Meeting.

Eighth resolution (capital reduction purposes to clear some of the social loss). - The General Assembly, after:

- Heard the report of the Board of Directors and the Auditor's report, the latter prepared in accordance with the provisions of Article L. 225-204 of the Commercial Code, and

- Found that the accounts of the Corporation for the year ended December 31, 2009, when the last financial year, as agreed by the Board August 10, 2010 and approved by the Annual Ordinary General Meeting of 15 September 2010, show accumulated losses amounting to 8.156 million euros and shareholders' equity of $ 2.737 million euros

- Decided to reduce the share capital, currently set at 4630 824.60 euros, divided into 15,436,082 shares of Thirty (30) cents each, amounting to 463.78 euros to 4476 to clear , tanto social losses.

Ninth resolution (Modalities for the reduction of capital). - The General Assembly decides to achieve this reduction of capital by way of reduction of Twenty-Nine (29) cents from the nominal value of each share which amount will be reduced from thirty (30) cents to One (1) cents.

Tenth resolution (Consequential Amendment of the constitution). - In consequence of the adoption by the Assembly of the eighth and ninth resolutions above, the general meeting decides to amend, as follows, section 6 of the bylaws of the Company:

"Article 6 - Share capital (new): Social capital is fixed at one hundred and fifty four thousand three hundred and sixty euros eighty-two cents (154 € 360.82) is divided into fifteen million four hundred thirty-six thousand and eighty-two (15,436,082) shares of one euro cent (0.01 €) each. "


Eleventh resolution (Delegation of authority to the Board of Directors to increase share capital by issuing shares for cash). - The General Assembly, having considered the report of the Board, exercising the power of delegation of authority given to it by Article L. 225-129 of the Commercial Code, authorizes the Board of Directors of the Company, under the conditions laid down in Article L. 225-129-2 of the Code and its sole discretion, to conduct one or more capital increases up to an overall ceiling of 2.4 million euros.

The issue price of new shares, set at one (1) cents, or the nominal value of shares after the capital reduction, the result of negotiation between the Company and shareholders.


Twelfth resolution (Delegation of authority to the Board of Directors to increase share capital by issuing shares for cash). - The General Assembly decided that the delegation of competence to consent is on the board of directors under the twelfth resolution could be applied, within eighteen months, for all capital increases, up of 2.4 million euros

- By issuing, with or without premium, common shares for cash to pay them by cash payment or by offsetting them uncontested, liquid and payable on the Company;

- By conversion of securities giving access to capital.

This delegation of authority supersedes any previous delegation with the same object.


Thirteenth resolution (Abolition of preferential subscription rights for the benefit of society Linlux). - The General Meeting authorizes the Board to proceed, within eighteen months, one or more capital increases to a maximum of 1,235,780 euros, reserved to shareholders following:

- LINLUX society, a limited liability company incorporated in Luxembourg, whose registered office is located at 14 rue du Marché aux Herbes, L 1728 Luxembourg, Grand Duchy of Luxembourg

- For whose benefit it decides to cancel the preferential subscription rights of shareholders as provided for in Article L. 225-132 of the Commercial Code.

The issue price of new shares, set at one (1) cents, or the nominal value of shares after the capital reduction, the result of negotiation between the Company and shareholders.

The Auditor of the Company shall, upon completion of each capital increase, the report provided by law for the removal of preferential subscription.


Fourteenth resolution (Abolition of preferential subscription rights in favor of the company Millennium Partners LP). - The General Meeting authorizes the Board to proceed, within eighteen months, one or more capital increases to a maximum of 164,220 euros, reserved to shareholders following:

- Company Millennium Partners LP, a Cayman Islands limited partnership, whose headquarters are located 666 Fifth Avenue, New York 10103 United States of America.

- On whose behalf it decided to cancel the preferential subscription rights of shareholders as provided for in Article L. 225-132 of the Commercial Code.

The issue price of new shares, set at one (1) cents, or the nominal value of shares after the capital reduction, the result of negotiation between the Company and shareholders.

The Auditor of the Company shall, upon completion of each capital increase, the report provided by law for the removal of preferential subscription.


Fifteenth resolution (Abolition of preferential subscription rights for the benefit of society Towners Trading and Investments Limited). - The General Meeting authorizes the Board to proceed, within eighteen months, one or more capital increases to a maximum of one million euros, reserved to shareholders following:

- The company Towners TRADING AND INVESTMENTS LIMITED, a limited liability company laws of Cyprus, having its registered office Thasou 3 Dadlaw House, PC 1520, Nicosia, Cyprus.

- On whose behalf it decided to cancel the preferential subscription rights of shareholders as provided for in Article L. 225-132 of the Commercial Code.

The issue price of new shares, set at one (1) cents, or the nominal value of shares after the capital reduction, the result of negotiation between the Company and shareholders.

The Auditor of the Company shall, upon completion of each capital increase, the report provided by law for the removal of preferential subscription.


Sixteenth resolution (Powers to the Board of Directors for the realization of capital increases). - The General Meeting gives full powers to the Board of Directors to take all appropriate measures, useful or necessary for the operations of a capital increase planned as part of the delegation of powers granted under the foregoing resolutions .

In addition, the General Assembly, in accordance with the provisions of Article L. 225-129-2 of the Commercial Code, all powers conferred on the Board of Directors to bring the Articles of the Company of any changes necessitated by the implementation of one or more capital increases under this delegation competence.

Seventeenth resolution (capital increase reserved to employees of the Company). - The General Assembly, having considered the report of the board of directors and the special report of the External Auditor and complying with the provisions of Article L. 225-129-6 of the Commercial Code, authorizes the Board of Directors to increase the share capital in one or more times, and at its sole discretion, in accordance with Articles L. 3332-18 et seq work, by issuing shares to be paid in cash, subscription would be reserved for employees of the Company belonging to a company savings plan established at the initiative of the Company. The total number of shares to be subscribed will not exceed 3% of the capital.

The meeting resolved to withdraw the benefit of employees of the Company members of a Corporate Savings Plan of the Company, the preferential subscription right of shareholders to issue new shares.

The General Assembly also gives full powers to the board, in case of adoption of this resolution, for purposes of establishing, within a maximum period of 12 months from this meeting, a savings plan business in accordance with Articles L. 3332-1 et seq work.

This authorization is valid for a period of 18 months from this meeting.

The General Meeting gives full powers to the Board of Directors to stop all the terms of the aforementioned capital increase, in particular, determine the issue price of new shares, see the realization of the increase or capital increases, change the articles of incorporation and generally do the needful.


Eighteenth resolution (Issuance of convertible bonds ("OCA"). - The General Assembly, having considered the report of the board of directors and the special report of the External Auditors referred to in Article L . 228-92 of the Commercial Code and found that:

- The Company has established two balance sheets duly approved by shareholders;

- The capital is fully paid;

decides, under the condition precedent to the adoption by the Assembly of the eighteenth resolution below, to proceed in accordance with the provisions of Articles L. 228-91 et seq of the Commercial Code, the issuance, at a price of one (1) cents, Hundred Million (100,000,000) of bonds convertible into shares of one (1) cents euros each.

The issue price of these obligations is the result of a negotiation between the Company and the shareholders.

These obligations must be fully subscribed and fully paid in cash upon subscription either by payment in cash or by offsetting them uncontested, liquid and payable on the Company or partly in cash and partly by compensation.

The program will not be realized if the amount of sales is less than the total amount projected.

Subscriptions will be received at Headquarters no later than September 30, 2010.

These bonds will be registered. The rights of bondholders will be represented by a book entry on a special register kept by the Company.

The interest rate on bonds is fixed at five percent (5%) per annum and payable annually on the anniversary of the date of issuance of the bonds.

To each bond not refunded or unamortized advance will be attached to a right of conversion entitling the holder to subscribe for one (1) share of the Company, of par value of One (1) cents to issue at par by the Company.

In accordance with the provisions of Article L. 225-132, paragraph 6, of the Commercial Code, the conversion of these bonds carry waiver of shareholders' preferential right to subscribe for the shares resulting from the conversion.

The new shares issued following conversion of bonds issued today will, upon creation, completely assimilated to the shares, shall enjoy the same rights and are subject to all provisions of statutes and decisions of shareholder meetings.

In accordance with the provisions of Article L. 228-103 of the Commercial Code, the bondholders will be bundled right to defend their common interests, a body having legal personality and will be called to authorize changes to the contract issue and rule on any decision relating to conditions of subscription or allotment of new shares determined at the time of issuance.


Nineteenth resolution (Abolition of preferential souscriptionaux OCA for the benefit of society Towners Trading and Investments Limited). - The General Assembly, having considered the report of the board of directors and the special report of the External Auditor, decided to cancel the preferential subscription rights of shareholders to subscribe for 100 million convertible bonds solely for the benefit of shareholder following:

- The company Towners TRADING AND INVESTMENTS LIMITED, a limited liability company laws of Cyprus, having its registered office Thasou 3 Dadlaw House, PC 1520, Nicosia, Cyprus.


Twentieth resolution (Powers to grant the Board of Directors to achieve the emission of OCA). - In consequence of the previous two resolutions, the General Meeting gives full powers to the board of directors for the physical realization of the issuance of bonds convertible into shares decided by the Assembly and, in particular, adopt Other conditions of the issue, fix the duration and repayment conditions, determine the conditions under which they will be the conversion of bonds into shares, including the date from which the bondholders may request the conversion, collect subscriptions and payments, deposit their funds in bank accounts of the Company, make any order and establish the debt by offsetting releases, collect applications for conversion, note the nominal value of shares issued following the conversion of bonds and execution of the consecutive increase in the capital, amend the by-laws of the Company and perform all the formalities for the capital increase and, more generally, do all that may be useful or necessary for the issuance and conversion of bonds.


Twenty-first resolution (Powers for the completion of legal formalities). - The General Meeting gives full powers to carry a copy of a certified copy of the original or a sample of these minutes to complete all formalities for filing, advertising and other required by law and regulations.



------



Applications for registration of draft resolutions to the agenda by shareholders fulfilling the conditions laid down in Article L. 225-105 of the Commercial Code will be sent to the registered office by registered mail with return receipt, after the publication of this notice and up to twenty-five days before the Assembly.

All shareholders, regardless of the number of shares he owns, has the right to personally attend the Meeting or be represented by another shareholder or by his spouse, or to vote by mail.

However, to be admitted to the Assembly, be represented or vote by mail:

Holders of registered shares must be credited to an account registered, pure or administered on the third business day preceding the meeting at midnight, Paris time.

Holders of bearer shares must be recorded in the third working day before the Assembly at midnight, Paris time. The registration book or the registration of bearer shares held by the financial intermediary will be evidenced by a certificate of participation issued by it. The participation certificate will be attached to the voting form or proxy or to request an admission card issued by the registered intermediary on behalf of the shareholder or on behalf of the shareholder represented. A certificate may be issued to any shareholder wishing to attend the Assembly and who has not received their admission card by the third business day preceding the meeting at midnight, Paris time.

If unable to attend the meeting in person, the shareholders may:

- Or give a proxy to another shareholder or their spouse;

- Or send to the Company a proxy without specifying an agent;

- Or use and send to the Company a voting form by mail.

Shareholders may obtain the form of postal voting or proxy, on request, by ordinary mail to the Company.

It is recalled that in accordance with law:

- An application form by mail or proxy shall have been filed or received at the registered office at least six days before the date of the Assembly;

- The forms for voting by post or by proxy, duly completed, will be taken into account if they are returned to the Company at least three days before the meeting of the Assembly;

- Shareholders who have already voted by mail, send a proxy or requested an admission card no longer have the possibility to choose another mode of participation in the Assembly.

Under the law, all documents required to be disclosed to shareholders under the provisions of Article R. 225-83 of the Commercial Code will be kept available at the registered office, within the legal deadline.

The board of directors.

[viking60]

Well looks like they have lost all their capital. They will be needing fresh capital and I cannot see if there is a target that might pump money into the system. It is common that the board of directors makes a statement regarding the grounds for continued business when 2/3 of the capital is lost, I believe. If this is that statement it is uncertain if the conditions for continuance of the business is there.
This might be a formal cleaning up to make it easy for an informal investor to take over the business.
It also might be a preparation for bankruptcy.

[dedanna1029]

This might be a formal cleaning up to make it easy for an informal investor to take over the business.
It also might be a preparation for bankruptcy.

Exactly what I'm thinking. Either way they're dead.

[viking60]

"They" - the company- do not need to be. If an investor is found they could continue. But changes will surly be made.