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Camille Jayne Grabs Contested Board Seat

Camille Jayne Grabs Contested Board Seat

By ANDREW SIMONS





Camille Jayne, the former chief executive and director of Cypress-based remote control maker Universal Elec-tronics Inc., ap-pears to have prevailed in a proxy battle of her own.

Initial results show Jayne won a board seat at Phoenix software maker Syn-tellect Inc. after a hotly contested election fight. Final results are expected this week.

Jayne, who was put forth by a dissident shareholder group, beat out current Syntellect director William Conlin.

Officials at Syntellect, a provider of software and services for automated phone systems, declined to comment before the election results are certified.

Jayne’s January nomination sparked a fight between Syntellect’s management and a large shareholder group. The scrap wasn’t as high-profile as Costa Mesa-based ICN Pharmaceuticals Inc.’s showdown with disgruntled investors, but it has had its share of acrimony.

“I’ve never been in anything like this before,” Jayne said.

Geoff Nixon, a partner at New York investment firm Mission Partners LP, backed Jayne. Nixon heads a group of investors that owns 10.2% of Syntellect.

Nixon said he backed Jayne after growing skeptical of Syntellect’s board after it let management buy back stock in 2000 using cash reserves.

As of March 31, Syntellect counted $3 million in cash and equivalents, down from $6 million a year earlier.

Last year, Syntellect counted sales of $36.6 million, which were off 23% from a year earlier.

The company never has been a highflier on Wall Street, though this year its shares are off by about 50% to about a buck last week. Syntellect counted a market value of about $13 million at recent check.

In a filing with the Securities and Exchange Commission, Nixon said he was prompted to act after Syntellect posted several unprofitable quarters.

“This is the first time we have ever taken an activist position with respect to one of our investments, but in this case we felt we had no choice,” he wrote. “Something has to be done about what we believe to be a lack of independent thinking.”

Nixon also is an investor in Universal Electronics and knew of Jayne’s work. She served as Universal Electronics’ chief executive in the late 1990s and was chairman until July 2001 and a director until two months ago.

Today, she runs The Jayne Group, an upscale Irvine interior design and project management firm for businesses and wealthy clients.

Jayne, Nixon argued in the filing, had a track record from her tenure at Universal Electronics and would bring an “outspoken and decisive” voice to the Syntellect board.

Management considered Jayne twice before for a board post and passed. Nixon called that a slight.

“They never asked to meet with her, no one from Syntellect’s board or management even spoke to her by phone,” Nixon said in an e-mail. “No references or more detailed information about Ms. Jayne’s background and considerable accomplishments were ever requested.”

Syntellect’s management shot back that Jayne no longer was a director of Universal Electronics and lacked experience managing a business similar to Syntellect’s.

“Ms. Jayne presently operates a consulting business in interior design and building services, a field with no apparent relevance to the company’s business,” Syntellect’s Chief Executives Anthony Carollo said in a company proxy filing.

Institutional Shareholder Services, an independent proxy adviser, endorsed Syntellect’s sitting board members.

Nixon was undaunted, replying that Syntellect executives hadn’t told investors that Jayne had just left Universal’s board a month before they checked on her status at the company.

“You should have recently received a letter from Syntellect that seems designed to mislead you,” Nixon said.

It gets better: “Having no basis to respond to Ms. Jayne’s candidacy in a substantive manner or address any of the corporate governance or management accountability issues raised in our proxy materials, Syntellect is attempting to discredit the qualifications of Camille Jayne by inferring that she merely operates an interior decorating firm,” Nixon said.

Nixon was able to win over New York-based Wynnefield Capital Inc., which owns about 5.3% of Syntellect. The investor said in April it planned to vote for Jayne.

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