# Wednesday, February 07, 2007
Kintera, Inc. (NDAQ:KNTA) shares moved up $0.06, or 4.84%, to $1.30 today after Coghill Capital Management LLC voiced its support to an increasing clamor for change in control of the company. Steven Becker, a 5.8% shareholder, first expressed concern on January 26th over Chairman and CEO Harry Gruber's inability to move the company forward. Specifically, he was concerned over Kintera’s pattern of losses, progressively dilutive financings, inaccurate guidance, and plunging credibility within the investor community. Becker insisted that Gruber's inexperience with Wall Street and tendencies to run the company as more of a "family business than a value-maximizing public company" have led to steep losses for shareholders. After reaching a high of $17.29 during the months following the IPO, Kintera’s share price has plummeted to the $1.25 levels, which has caused serious concern in amongst shareholders. Consequently, Becker maintains that the company could achieve much higher returns if it were run by a compotent manager that is more experienced with Wall Street.

Coghill Capital Management LLC, a 9.9% holder, said today that it would support a CEO change in a Schedule 13D filing with the SEC. The hedge fund also voiced its concerns over company policies that forbid independent board members to hold talks with investors without the CEO's oversight. This policy along with the fact that Harry serves as both Chairman and CEO, leads to undue influence over the strategic and operational decisions without meaningful checks and balances. These decisions, Coghill contends, are what has been driving the stock price down. Consequently, they believe it necessary that Harry Gruber be replaced as head of the company by a professional manager in order to drive Kintera to sustainable profitability and deliver shareholder value.

A combined 15% of the outstanding shares have now voiced concern, which should be enough to warrant a response from the company. Despite the fact that Gruber has significant influence over the board of directors, the independent directors still have a fudiciary duty to act in the best interest of shareholders. It is likely that the company will at least respond to the dissident shareholders over the next few weeks, which should give some clues as to future actions. It is also worth noting that shareholders appear to support this directive as well, as shares rose almost 5% today on the news. Combined, these factors make KNTA a stock worth watching!

Related Companies

Penton Media, inc. (PTON)
Amdocs Limited (DOX)
VeriSign, inc. (VRSN)

Wednesday, February 07, 2007 7:10:49 PM UTC  #     |  Trackback
Integral Systems, Inc. (NDAQ:ISYS) has recently come under fire by Fursa Alternative Strategies LLC, who demanded an immediate declassification of the board and a leveraged recapitalization of the company. The demands came after the company's failure to find a strategic buyer after over three months of searching, which has caused widespread frustration among shareholders. The hedge fund argued in their Schedule 13D/A filing with the SEC that the company's substantial amount of cash and unutilized debt capacity could be used to finance a stock repurchase as an alternative means to unlock shareholder value. Moreover, Fursa expressed concern over the company's treatment of ex-CEO Steven Chamberlain, who continues to receive pay from the company despite no longer working for the company! These concerns were unaddressed until the hedge fund began to take the preliminary steps necessary to partake in a proxy fight.

Finally, the company caved in yesterday by offering Mr. Harley (an associate of Fursa) a seat on the company's newly-declassified board of directors. Fursa said that they were pleased with the appointment and would begin exploring strategic alternatives to enhance shareholder value. It is likely that Harley will attempt to push for a recapitalization of the company along with a special dividend or share buyback program. Combined, these things will likely push up Integral Systems' stock price and distribute their excessive cash to shareholders. This makes ISYS a stock that is definitely worth watching over the next few months!

Related Companies
Northrop Grumman Corporation (NOC)
Lockheed Martin Corporation (LMT)
Raytheon Company (RTN)
Wednesday, February 07, 2007 5:45:53 PM UTC  #     |  Trackback
# Tuesday, February 06, 2007
Ceridian Corporation (NYSE:CEN) shares remained roughly even during the past two days after activist investors Bill Ackman's Pershing Square and Relational Partners LLC stepped up their efforts to convince the company to unlock value through a Comdata spin off and stronger focus on the company's grossly underperforming HR business. The most recent development began on January 18th when Ackman filed a DEF14A consent solicitation (the first step in a proxy battle) aimed at replacing the company's board during the next annual meeting. This came after Ackman held a three hour meeting with the new CEO in which she effectively shot down Ackman's proposal to spin-off Comdata and seemed unconcerned about the possible loss of Mr. Krow - a key figure in the company. Immediately after this DEF14A was filed, the company responded with a letter stating they were "very surprised" by the concerns in their letter and called the solicitation "unfounded and unwarranted". However, this appears to be too little, too late as Ackman continued to acquire substantial blocks of shares (revealed in a recent Form 4 filing with the SEC).

Relational Investors fired their own shots today in a letter saying that they had tried to contact management for over four months without success, and had begun selling their stake in the company as a result. The fund also voiced their support for Bill Ackman saying: "We want to make sure that the Board knows that we unequivocally support each of the points made in Pershing Square's letter. In particular, we think it was a major error to bring in a Chief Executive Officer who would stifle and frustrate the entrepreneurial and highly successful management team at Comdata instead of focusing on the woefully under performing HR business. We believe, as we have explained before, that Comdata should be liberated from the Ceridian business solution and that all focus, including the Board's, should be on restoring operational excellence to the HR business. We intend to vote our remaining shares in support of Pershing Square or other shareholders' efforts to correct these errors."

So where does it go from here? Well, sometimes activist hedge funds will make consent solicitations in order to get things accomplished faster than they would be through other meetings. An example of this strategy occurred today when Nussdorf acquired seats on Parlux's board without having to go through with a proxy battle. However, other times a proxy battle is the only way to get things done. Regardless, we will know whether or not Ackman successfully obtained board seats by the company's next annual meeting. If he is successful, we could very well see a spin off of Comdata as well as renewed focus on the company's HR division - developments which should increase CEN's shares substantially over the next year or two!

Related Companies
Paychex, Inc. (PAYX)
Automatic Data Processing (ADP)
TALX Corporation (TALX)

Tuesday, February 06, 2007 9:02:07 PM UTC  #     |  Trackback