Hello Rich,
You got people's backs up by spamming LMX on other threads and creating multiple threads. If people want to discuss LMX they will find your thread.
It is up to LMX not you to disclose to the CDNX your IR contract. Unless Donny boy has given you private options on his stock, the CDNX can disallow your options if the company hasn't properly disclosed them. I refer you to Marie Shields' lawsuit against Stox Broadcasting (URL:CDNX). The CDNX (then the VSE) disallowed her options after they had been granted because they hadn't approved her IR contract. She lost out over 6 figures. Couldn't have happened to a nicer person - Not!
stox.com faces $856,000 suit from former executive
stox.com Inc
URL
Shares issued 5,428,791
1999-04-08 close $3.17
Thursday Apr 8 1999
by Brent Mudry
stox.com, formerly known as Stox Infolink Systems, faces an $856,500 options
suit from a former senior executive, Vancouver investor relations consultant Marie
Antoinette Shields. In a statement of claim filed Wednesday in the Supreme Court
of British Columbia, Ms. Shields claims that stox.com, president Gary Schroeder
and fellow directors Scott Blue and Patrick Lavin, all co-defendants, reneged on
several stock option agreements after wrongfully terminating her in mid-January,
halfway through her initial six month contract. The lion's share of the suit is a
$549,000 claim for 180,000 shares in personal option agreements which Mr.
Blue, Mr. Lavin and Mr. Schroeder reneged on. Shares of stox.com rose from 38
cents on Oct. 19, 1998, when Ms. Shields was hired, to peak at $4.10 on Feb. 2.
The stock closed at $3.43 on Wednesday, the day the suit was filed.
The suit notes that Ms. Shields was hired in October soon after interviews with
Mr. Blue, Mr. Lavin and Mr. Schroeder, who made a number of oral promises.
Ms. Shields' lawyer, Robin McFee of Sugden McFee & Roos, notes her client's
position was formalized in an investor relations agreement agreement and a
consulting agreement, both dated Oct. 19, and an employee incentive stock option
agreement and the company's press release disclosing her hiring. Ms. Shields
agreed to serve stox.com on a non-exclusive basis for six months as an investor
relations consultant and its vice-president for corporate communications, at
$6,000 per month. The executive's job description included serving as the general
liaison between stox.com's management and the brokerage and investment
communities. Ms. Shields agreed to supply shareholder relations services,
including drafting and disseminating news releases, contacting current and potential
investors and responding to shareholder inquiries.
The contracts also called for the corporate communications executive to provide
technical, business and management expertise to stox.com, including corporate
development strategy, market analysis and corporate finance. Most of Ms.
Shields' compensation was to be in the form of stock options. The company
agreed to provide her with employee incentive stock options for 92,500 shares at
30 cents. These options are worth $289,500, based on Wednesday's closing
price of $3.43. The legal value of these options could actually be about $347,000,
as Ms. Shields exercised the options and tendered payment on Feb. 1. The stock
rose 70 cents to $4.05 that day. The former executive claims the company
wrongfully failed and refused to transfer the shares, in breach of its agreements.
Three weeks later, on Feb. 24, stox.com blamed it on the Vancouver Stock
Exchange. The suit claims the company and its board failed to utilize their best
endeavours and do all that was necessary to secure exchange approval.
The biggest portion of the suit is based on private option agreements with
stox.com's founders, agreements which have remained undisclosed to
shareholders until now. The suit claims that in an Oct. 14 agreement, in order to
induce Ms. Shields to join the company, Mr. Blue, Mr. Lavin and Mr. Schroeder
agreed to option a total of 200,000 of their own shares at 38 cents, the price the
stock was then trading at. The agreement called for Mr. Blue to option 100,000
shares, while Mr. Lavin and Mr. Schroeder committed to option 50,000 shares
each. These option agreements were to be exercisable at any time during Ms.
Shields' employee services agreement, or within 30 days after her termination. The
suit notes that Ms. Shields exercised her option on 20,000 shares from Mr.
Schroeder on Nov. 5, but this is the only exercise the trio has honoured. Ms.
McFee claims that on Feb. 12, a month after Ms. Shields' termination, the former
executive tendered the required funds to Mr. Blue, Mr. Lavin and Mr. Schroeder
to exercise her remaining options on 180,000 shares.
The suit claims the trio have wrongfully failed and refused to honour their option
agreements. Based on the stock's closing price of $3.50 that day, Mr. Blue faces
a personal claim of $312,000. The claims against Mr. Lavin and Mr. Schroeder
are valued at $156,000 and $93,600 respectively, for a total of $561,600. Based
on Wednesday's closing price of $3.43, the total is a bit lower, at $549,000. Ms.
McFee, Ms. Shields' lawyer, claims that Mr. Blue, Mr. Lavin and Mr. Schroeder
have wrongfully failed and refused to honour their obligations. The suit seeks
specific performance and assorted damages, including damages for
misrepresentation in inducing Ms. Shields to sign the employee services
agreement. Statements of defence have not yet been filed.
(c) Copyright 2000 Canjex
good luck
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