IATV-ACTV Digital Convergence Software-HyperTV Message Board

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Technology Stocks : IATV-ACTV Digital Convergence Software-HyperTV

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To: Craig Jacobs who wrote (4002)	5/20/1999 10:33:00 PM
From: StaggerLee	Read Replies (2) of 13157

I received the proxy's Appendix B "1999 Stock Option Plan" in the mail today, after the shareholders meeting had come and gone. THERE ARE SOME VERY IMPORTANT MATTERS HERE. I urge everyone to read this posting. Most importantly, WHAT YOU APPROVED WAS NOT NECESSARILY AN OPTIONS PLAN AT ALL. You will note on the first page after the cover sheet that the Plan is called "The 1999 Stock Incentive Plan." Not options, which typically involve a capital contribution upon exercise. The basic plan does not involve 1.5 million options necessarily, as the proxy suggested. The basic plan involves 1.5 million shares. The difference is significant: 1.5 million at-the-money options would have been worth around $9 million to management. 1.5 million shares are worth about $24 million. This may represent $15 million (mkt value) of additional "compensation" for management and was NOT DISCLOSED IN THE PROXY. You will also note, if you read item no. 3(a)(iii), that the number of shares authorized to be given away is more than 1.5 million: it allows shares to be given (to make up for) "any shares that are represented by awards previously granted under a prior plan of the Company...which are FORFEITED, EXPIRE, OR ARE CANCELED without delivery of the shares or which result in the forfeiture of shares back to the Company." So much for what many thought was a cap on the SARS plan and the benevolence of management! Management didn't necessarily cap ANYTHING! They're potentially getting it right back in the 1999 Stock Incentive Plan! I am utterly appalled by this, and I am shocked by Samuel's handling of this situation. At a minimum, the vote should have been delayed until these drastic modifications were communicated to the voters. Based on my reading, MANAGEMENT JUST ENABLED THEMSELVES TO POCKET UP TO $15 MILLION OF OUR STOCK WITHOUT SHAREHOLDER APPROVAL. This might even be criminal (though I am not an attorney and am merely expressing a thought). The proxy report clearly stated that the company was asking for authority to issue 1.5 million OPTIONS. I urge management to explain their actions here IMMEDIATELY. I will be selling all of my ACTV shares tomorrow. This time, they went too far.

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