comnbined q/a and answers to answers posts:
Critics Demand:1. Grable should surrender the reversion rights for the patent license that he received under the oral agreement that was never disclosed.
Defenders Response: 1. So GE can buy the patent to kill the technolofy?
Critics Answer: 1. There are many kinds of poison pills - you don't have to ENRICH THE FOUNDER at the SHAREHOLDERS expense to have one (assuming the pill is in the shareholder's interests in the first place). Funny how the best solution was the one that benefits GRABLE more than anyone.
Critics Demand: 2. Grable should surrender the 7 million shares he received under the oral agreement that was never disclosed.
Defenders Response: 2. a.) If they weren't disclosed, how do you know about them? Can you provide the links that prove this?
b.) If it is true, then he has even more to lose.
Critics Answer: 2. Go to the Edgar site for yourself, I am not here to do your research. Nowhere in ANY public filing prior to June of 1998 was there any mention of this ORAL agreement or of the HUGE compensation he was supposed to be given at the SHAREHOLDERS expense. The oral contract, which was memorialized in June 1998, came about as management "remembered" that they had "forgotten" to memorialize it. They realized they had a FIDUCIARY responsibility to do so per the information statement and so they did so. Unfortunately (how convenient) circumstances had turned in Grables favor by then and he got more than they originally intended from this arrangement - an arrangement that they NEVER disclosed to shareholders before. Check out the 14c from mid-year 1998 - its all there, even for the slow ones. As for him having more at stake, if someone took my car, it wouldn't make me feel better that he now had a stake in taking care of it. Grable has unfairly taken a portion of the company away from common shareholders. Even ignoring this obvious logic, you are assuming he is not able to SELL any stock until we achieve success which is a big assumption.
Critics Demand: 3. Grable should surrender the DOUBLING of his royalty rate under the newly memorialized deal.
Defenders Response: 3. 2 * 0 = 0
Critics Answer: 3. If the technology becomes proven, he has taken value away from the shareholders. That is EXACTLY why I can be concerned about this management EVEN IF approval occurs.
Critics Demand: 4. Grable should surrender the anti-dilution protection which none of us have.
Defenders Response: 4. see 1
Critics Answer: See 1.
Critics Demand: 5. An independent shareholder committee that is NOT controlled by insiders should determine compensation practices and approve transactions with related parties.
Defenders Response:5. Aren't board members of any company considered insiders?
Critics Answer: 5. You know exactly what I mean - non-family, third party business leaders who are not going to rubberstamp managements self enriching decisions.
Critics Demand: 6. Executive salaries should be cut back to 1996 levels and all benefits should be frozen until FDA approval is received.
Defenders Response: 6. If there is a If there is substantial doubt about the ability of the company to remain a going concern, I agree
Critics Answer: 6. We are cash starved and are issuing equity at a discount to market - those are good reasons. According to the auditors, they do have substantial doubt about the ability to continue as a going concern.
Critics Demand: 7. The company should adopt a prospective policy against nepotism and touting in case they have been problems in the past.
Defenders Response: 7. has there been?
Critics Answer: 7. On nepotism, you can decide for yourself - read the "compensation practices" list of complaints as posted earlier. On touting, you tell me.
Critics Demand 8. The company should make a clear and accurate statement regarding the charges made regarding their history with Lintronics.
Defenders Response: 8. Relevant, but not material
Critics Answer: 8. Very relevant as it indicates the PATTERN OF BEHAVIOR of this management team. Further, since management has sold the units overseas and at least one in the US, and since the FDA had them gathered up and destroyed as misleadingly labeled health risks to women, it shows what kind of people we are dealing with.
Critics Demand: 9. The company should make a clear statement clarifying the international sales timing since the public filings seem to tell a different story than the press releases and message board posts.
Defenders Response: 9. haha
Critics Answer: 9. Your response is an indication of your lack of understanding of how important this issue is. Given the heavy dilution we are suffering, many of us saw the company's statements about international sales as huge defenders against dilution while we awaited FDA approval. The company made clearly misleading statements about international sales as documented by me in the posts I referred to above. Those misleading statements damaged all investors who relied on them. None of the caveats the company now hides behind were in the earlier filings. Further, even with the caveats, the statements made by the company are SO misleading as to be eggregious.
Critics Demand: 10. No officer should be allowed to sell stock until after FDA approval.
Defenders Response: 10. per SEC?
Critics Answer: 10. No, per what is best for shareholders. Let's see some dedication and some REAL alignment of interests.
Critics Demand: 11. A committment must be made never to sell guaranteed profit convertibles to entities owned or operated by insiders or their relatives
Defenders Response: 11. per SEC?
Critics Answer: 11. No, per what is best for the common shareholders.
Critics Demand: 12. The company should simply admit the Deb relationship if it is true. IF so, they should explain why they have denied it in the past.
Defenders Response: 12. why is this material?
Critics Answer: 12. Yes. As outlined in the compensation practices complaint I posted above, it is very important. When a small struggling company like this hires family over outsiders, it further widens the gap between the shareholders and management as far as alignment of interests. Further, it may mean we are not getting the best qualified candidates for the lowest salary dollar. There is the HUGE risk in small caps that nepotism will result in the company become a family piggy bank. This is basic stuff for any penny stock investor.
Critics Demand: 13. The company should commit to spending less resources on trade shows or other STOCK SELLING EFFORTS and should focus more time on the FDA, improving the product, and generating overseas sales.
Defenders Answer: 13.
Critics Response: 13. Best answer you've given. |
