ing, without limitation, analyzing and assessing the Company's business, assets, operations, financial condition, capital structure, management and prospects, as well as the fact that it may, from time to time, evaluate various options in order to attempt to influence the performance of the Company and the activities of its Board of Directors. On December 1, 2008, Opportunity Partners filed Amendment No. 1 to the 13D ("13D Amendment No. 1
") disclosing the text of a letter, dated November 29, 2008 ("Letter 1
"), that it had sent to the Board of Directors that detailed, among other items, (a) our efforts to observe a meeting of the Board of Directors, (b) the Xmark Funds' accumulation of the Company's common shares and (c) our strong belief that an extraordinary transaction is in the best interest of the Company and its shareholders.
On December 2, 2008, just day(s) after we sent Letter 1 and filed 13D Amendment No. 1, the Board of Directors adopted a poison pill. To us, the timing of this move is curious and disturbing to say the least. We strongly believe that this poison pill will deter buyers from the Company to the detriment of the Company's shareholders and to the benefit of existing management. In adopting the poison pill, the Board only reinforced our long-standing belief that management is entrenched and the Board is out of touch. Moreover, management and the Board have not recently announced any cost-cutting initiatives, at a time when companies all over the world, in every industry, are cutting costs aggressively. And, the Company has made only immaterial changes to its material employment agreements.
After receiving Letter 1, the Company offered us an opportunity to sign a set of confidentiality agreements to allow us to evaluate steps, if any, that management has taken from a strategic perspective. Unfortunately, we believe that the conditions of this offer rendered it hollow and illusory. Specifical
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