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Gold/Mining/Energy : PYNG Technologies -- Ignore unavailable to you. Want to Upgrade?


To: Jack Rayfield who wrote (4279)8/8/1999 1:51:00 AM
From: Edward W. Richmond  Read Replies (1) | Respond to of 8117
 
Jack, notwithstanding the fact that I am convinced that FAST1 is a medical device with outstanding promise and that I believe that current management has the skills and abilities necessary to successfully take the device to market, I take strong exception to the repricing of the existing options. I fully support management letting existing options expire and in due course issuing new options based on the existing stock price. Repricing options has been defined as a "reward for non-performance". Also, the repricing indicates management's assessment of the value of the shares. Shareholder value is the product of management's ability to run the operation and to get the message out to the investing public. I question the justification for rewarding management while shareholder value plummets. I strongly believe that management should be handsomely rewarded when the stock appreciates smartly because of their efforts.
I understand, to some degree, the justification based upon employee morale. I have no problem repricing options for salaried employees, who do not manage the company, when the options are part of their compensation package. We do need to retain our valued employees.
As Stang pointed out, 600,000 options were repriced from $4.97 to $2.09 and now to $1.30, a drop of 73.8%. Repricing management options, in my opinion, is an abuse of power, which potentially removes capital from the company when the options are exercised. The explanation that this will "...realign the option exercise price with the prevailing market price..." is bogus. Do we and will we hear of options exercise prices being realigned with the prevailing stock price when the stock price rises? Or is that a reward for increasing shareholder value?
Usually, I bail out of companies where management reprices the exercise price of management's options. However, I am not taking this action with Pyng. The upside potential for the share price, in my opinion, is just too good.

Having said my piece, I have no intention of attacking management for the process they have elected to follow in moving FAST1 to market. Neither do I fault them for the progress they have made to date, even if my prediction for 10,000 units ordered by August 2nd, is too optimistic. I am convinced that they are moving the device to mass production and market as quickly as possible. They certainly have some incentive to get the share price up and to get shareholders off their backs. We were impressed with what we saw in our tour of the Pyng operation.
I don't think that sarcasm, name calling and repeatedly pointing out management's missed targets serves any useful purpose, although it may be cathartic for the poster. If we have a specific issue, we should address it either directly to management or on this forum so that others can support or refute your position. Yes, I believe management screwed up royally and I have said so. However, I will not continue to take ongoing shots at them for this error. The only other forum for me to address this issue is at the next AGM, which I expect to do with courtesy, respect and forcefully. This sermon is not intended specifically for you, Jack. I just needed to dump the whole load on this thread..

I know this post is too long, but I found it cathartic.
Best regards to all Pyngers,
Ed
P.S. Don't throw in the towel, Jack, I am convinced that the best is yet to come.



To: Jack Rayfield who wrote (4279)8/12/1999 4:31:00 PM
From: AriKirA  Respond to of 8117
 
Hi Jack,

Finally got some time to take a look at the VSE rules, by-laws and policies. A summary of what I found is included in the following posts. The following is my understanding of the situation after having taken a quick glance of the pertinent securities legislation.

Before going on I would like to underline the following excerpt of Policy XXIII pertaining to Director and employee stock options. After having read the following post
techstocks.com
I got the impression that Mr Jacobs does not quite understand the true purpose of Incentive stock options. Thus, I decided to refresh his memory:

Director, officer and employee stock options commonly referred to, as incentive stock options are means of rewarding future services provided to the company. They are not intended as a substitute for salaries or wages , or as a means of compensation for past services rendered.

Hmmmmm, not intended as a substitute for salaries or wages. Should I refer to the exact words used by Mr Jacobs? nah...

Not only is repricing options looked upon very negatively by the investment community but it gives the impression that management feels that they weren't compensated enough for pas services rendered!

AK



To: Jack Rayfield who wrote (4279)8/12/1999 4:38:00 PM
From: AriKirA  Read Replies (1) | Respond to of 8117
 
Jack,

In short, sections 45(2)(10) & 74(2)(9) of the Securities Act and sections 89(f) and 128(g) of the Securities Rules (also refer to BOR # 96-15) provide registration and prospectus exemptions applicable to the issuance of securities to directors / employees, pursuant to stock option agreements.

Placees under these exemptions are not not subject to a hold period pursuant to the Securities Act or Rule, but will be required to hold the securities for twelve (12) months by the Exchange.
(NOTE: Securities includes options or warrants and convertible securities)

Following the BC Securities Commission's decision in Argonaut Resources Ltd., the Vancouver Exchange decided to formaly publish internal guidelines relative to acceptibility of pricing for private placements securities and stock options granted prior to public disclosure and material changes in the issuer.

In short, the general policy of the exchange is that the price should be based upon full disclosure of all material changes in the company's affairs. Therefore, with respect to incentive stock options, the exchange no longer accepts any director or employee incentive stock options based upon a price prior to public disclosure of the involved material change.

In other words, don't expect any significant news any time soon!

AK



To: Jack Rayfield who wrote (4279)8/12/1999 4:43:00 PM
From: AriKirA  Respond to of 8117
 
Finally Jack,

The following is something that caught my eye

Disinterested shareholder approval

23.2.12 Disinterested shareholder approval of stock options must be obtained where:

a) insiders who are not directors or senior officers of the company are receiving stock options as consultants for the company;

b) a stock option plan, together with all of the company's other previously established or proposed stock option grants could result at any time in:

i)the number of shares reserved for issuance pursuant to stock options granted to insiders exceeding 10% of the issued and outstanding capital,

ii) the issuance to insiders within a one (1) year period of a number of shares exceeding 10% of the issued and outstanding capital; or

iii) the issuance to any one insider and such insiders associates within a one (1) year period of a number of shares exceeding 5% of the issued and outstanding capital.

Where a) or b) applies, the share compensation arrangement must be approved by a majority of the votes cast at the shareholders' meeting other than votes attaching to securities beneficially owned by: a) insiders to whom shares may be issued pursuant to the stock option plan, and b) associates of person referred to in a).

Hope this helps my friend
AK



To: Jack Rayfield who wrote (4279)8/12/1999 4:53:00 PM
From: AriKirA  Respond to of 8117
 
One last thing Jack.

Read the PR carefully...

SUBJECT TO ALL REQUIRED APPROVALS

They need to get an exemption order from the BCSC and get an approval from the VSE.

In other words, it isn't a done deal yet!

AK