The latest from AOL:
Subj: Re:Future
Date: 97-07-23 03:01:29 EDT
From: MW1949
And contrary to what you might say, even some of us DOOMSAYERS take no
pleasure in having watched what has happened.
Better fortune to all in the future !
Subj: Re:Future
Date: 97-07-24 12:28:47 EDT
From: PHXBKR
sounds like the end to this saga is near, seems like the only chance to
recoup is to go after Brandon et al....i would suggest that the discussion on
this board should turn toward this...bottom line...the company did not screw
you, your broker did not screw you, the analysts did not screw you, BRANDON
DID !!!
Subj: Re:Future
Date: 97-07-24 13:41:58 EDT
From: Ru4ne1
If I recall, TEAM gave away most of our rights against Brandon to make it
easier on them to take over. Didnt they agree to absolve him of negligence,
gross negligence and even bad faith claims. Only causes of action for
criminal acts were reserved. Thats a MUCH higher bar to clear. Not only
that, didnt TEAM/Taylor Ashworth give those claims to the creditor committee,
again to make it easier on them to get their 1.8 million shares? Brandon is
clearly the bad guy here but I'm not so sure I would absolve all other
parties you have been an apologist for, Phoenix Broker.
Subj: Re:Future
Date: 97-07-24 22:33:15 EDT
From: BUdog1
it seems like these guys always seem to get away and the public has to eat
it. Company that had a future but no chance now.
Subj: Re:Future
Date: 97-07-25 14:37:35 EDT
From: Justax
Dorcas gave away the stockholder's rights so that she could cash in on this
dying cow. Thanks to TEAM for sucking the marrow out of the bone!!
Subj: Re:Future
Date: 97-07-25 15:01:25 EDT
From: SRESERCH
Ultimately, the future will depend upon the Company's ability to raise
additional financing, as stated in their last 10Q, in order to buy the time
necessary to generate sales, if ever. For whatever reason, it appears that
the market is just NOT embracing the ERGOS Technology, as has been professed.
If either of these occurances do not happen, the Company will continue to be
in perilous situation.
Subj: Re:Future
Date: 97-07-26 09:12:16 EDT
From: SRESERCH
RU4NE1: Excellent Post. You have raised many legal questions / issues
concerning the rights of the common shareholders. If it were not for the
efforts, of those of us "Activists" Shareholders, namely the hiring of an
attorney to represent our interests, it would have been highly probable,
that the shareholders would have been completely eliminated from the
"Bankruptcy Plan", as is quite common. In most cases, the common shareholders
receive nothing in the New Plan.
By the way, what is the status of the Claims Trust, which was designed to
press charges against the previous Management, for the benefit of the common
shareholders who have been defrauded. What Law Firm is handling the Case?
This "Bankruptcy Proceeding" was more about "Squeezing Out" the previous
shareholders and reallocating ownership to the "New Management Team" and "New
Inside Money" as evidenced by their FREE 2,500,000 or (15% of the Company)
share stock grant in addition to their Shares acquired via their Private
Lending Entity (Recovery Lenders LLC). As you know from previous posts, the
TEAM's Equity Compensation should have been based upon a progressive
performance based plan that followed industry averages as opposed to
Capitalizing on their INSIDE INFORMATION. Why the Court did not even take
this recomendation under consideration, as suggested by the Shareholders'
Attorney leads one to believe that the "Fair and Equitable Doctrine" was not
followed here. It was interesting that the TEAM knew exactly before hand,
how long the Bankruptcy process would take. They projected about 6 months,
and they were very accurate. Almost too accurate, as if they knew what the
outcome would be before entering the Court system.
Remember, Dorcas Hardy was a PAID consultant under Thomas L. Brandon. She
was an INSIDER then as she is now. This had put her in a position to take
advantage of their INSIDE INFORMATION in staging their HOSTILE TAKEOVER.
Now, there is nothing wrong with Management Changes; as a matter of fact,
they are quite common and expected when the previous Managers are conducting
FRAUD. However, the problem here is, that once in power the "TEAMs"
original Takeover Strategy and Compensation Levels as represented by their
Proxy Statement was quickly abandoned. Once the 10K was finally filed, ( 8
months past the 90 days required by law) they then filed for Bankruptcy and
developed a "Bankruptcy Plan" written to provide themselves with an above
average compensation / equity ownership structure. As a matter of fact,
Court documents will show that the Court had to reduce the astronomical
renumeration that the TEAM was asking for. If you were to compare those
figures to industry averages for a comparable company as ranked by Sales and
Profits, one would recognize just how outrageous, their estimates of
self-worth were.
The TEAM has now been in place for over a year and a half; and we have seen
Sales decrease to almost ZERO. This is in far contrast to the SALES and CASH
FLOW projections that they filed with the Court during the Bankruptcy Filing.
How long can the Company endure these levels of hardship. One can only
wonder, but it would be highly probable that a SIGNIFICANT EVENT will occur
sometime soon. This is usually the time when the Creditors start invoking
their legal rights. Without a substantial improvement in Revenues, or a
successful renegotiation of Current and Bankruptcy DEBT, the Common
Shareholders can only sit by and watch the FIREWORKS.
This Company has been subjected to too many arrogant self-serving sharks; and
a blatant disregard for a decent, fundamental, WIN-WIN common sence Plan of
Reorganization.
Subj: Re:Future
Date: 97-07-26 13:21:14 EDT
From: Ru4ne1
Thanks SRESERCH, your comment is appreciated.
According to the Jan 96 8K:
" If the change in control occurs, it is also
contemplated that the Team would use its best efforts to cause the Company
not
to pursue actions against current officers and directors other than in
certain
limited circumstances such as related to criminal misconduct, bad faith acts
or
breach of certain agreements".
I dont recall, however if that plan was implimented. I also recall that one
of the main objections by TEAM to old management's plan was their plan to
reincorporate in Delaware because TEAM contended that it would give
management too much power. That was contained in the proxy statement (not
sure that is what it was called) to all shareholders in their original
attempt at a hostile takeover. Unfortunately, that is exactly what TEAM did
when IT took over.
As far as who is to prosecute the claim against Brandon (what claim we have
left) that is contained in the final BK plan approved by the judge. I dont
have it in front of me but again, I think TEAM/Taylor Ashworth (the $275 pr
hr man) gave first dibs on that to creditors and we only get what is left
over after they have been paid. It is my opinion, that they made that deal
with the creditors to get them to go along with their own compensation. In
fact, some believe that is why the creditors joined with the TEAM in fighting
our "activist" shareholder request for less dilution.
I think this is still a very good product, but I think this company has WAy
too much management and not enuf workers. Hopefully this new sales co can
make a difference before cash flow shortages shuts us down. The MRI market
was a tough market to break into and to get Hatachi from 0 to 25% is amazing.
That is the highest % of any co in the market today. Ask anyone in the
medical sales field and they will tell u about this high quality firm.
Hopefully the creditors (specifically Allsup) will allow some breathing room
here. Frankly, I'm amazed at the onerous terms Work agreed to for that loan.
If they had done even half their rosy projections, we would not have been in
such a vulneralbe position. As you so eloquently pointed out, to let the
lender determine in their sole discretion, what is a "breach" of the loan
terms is ridiculous. ment's plan was their plan to
reincorporate in Delaware because TEAM contended that it would give
management too much power. That was contained in the proxy statement (not
sure that is what it was called) to all shareholders in their original
attempt at a hostile takeover. Unfortunately, that is exactly what TEAM did
when IT took over.
As far as who is to prosecute the claim against Brandon (what claim we have
left) that is contained in the final BK plan approved by the judge. I dont
have it in front of me but again, I think TEAM/Taylor Ashworth (the $275 pr
hr man) gave first dibs on that to creditors and we only get what is left
over after they have been paid. It is my opinion, that they made that deal
with the creditors to get them to go along with their own compensation. In
fact, some believe that is why the creditors joined with the TEAM in fighting
our "activist" shareholder request for less dilution.
I think this is still a very good product, but I think this company has WAy
too much management and not enuf workers. Hopefully this new sales co can
make a difference before cash flow shortages shuts us down. The MRI market
was a tough market to. |
