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

To: m. jacobs who wrote (4387)	8/19/1999 12:07:00 AM
From: Jack Rayfield	Respond to of 8117

Mr. Jacobs I appreciate your response to the segment question, it is good to know that you will subcontract the final assembly. I also really like the idea that the new design is simpler, more safe and less costly to produce-- all great qualities in a redesign project. The fact that you would respond to my question at all was a pleasant surprise and I appreciate it more than you know. I also appreciate your concern for my mental well-being, but the answer to your concern about my posting to myself is that it is just easier to respond to the post that you are reading at the time if no specific individual is being responded to. But thanks for your concern. On the contrary I am feeling alot of connectedness lately to the thread members. As to the subject of the options the annual report indicates that the expiration dates are: Date----------------Shares-----Strike price Feb 10 2001--------- 26,900------1.39 Apr 14 2000---------600,000------2.09 Unknown------------- 56,500------Unknown Total---------------683,400 It is disappointing to me that you consider the bulk of the options (600,000) with a strike price of $2.09 with an expiration date of Apr 14 2000 (8 months away) as having so little potential for reward that you would reprice them knowing the hugely negative reaction that the last repricing in Oct 98 produced from shareholders and from the looks of things the investment community in general. With me the price is not important and no price other than the original arms length determined price would be acceptable- based on the situation at the time of issuance. The real damage has already been done in the original repricing from 4.97 to 2.09. It is almost comforting to know that none of these repriced options were excerised, as I viewed it then and now a slap in the face to existing shareholders. The fact that Pyng's situation has changed so drastically in my opinion is not a reason to renege on the original contract. Everyone who received the stock opton grant should have known the risk and accepted it. Profit on stock options should depend on delivering results not be assured as it appears Pyng management insists on. As stock options are meant to be a reward for actions that result in a higher stock price not supplement compensation as they are obviously being used in Pyng's case, which in my opinion is the only explanation that possibly explains the ease in which these decsions are made which are obviously determinal to outside shareholders. A stock rights issuance would be like giving options to all shareholders. Unlike warrants which attach to only the identified private placement. A right would attach to all outstanding shares with a set strike price for a set period of time. It produces no dilution as anyone that owned PYT stock at the time the stock rights were issued would receive them. Additional funds would be received by the company as the rights were exercised when the stock price exceeded the strike price just like stock options. I would be definitely be interested in locking in a price for Pyng shares for a period of time for free. Give it some thought, if funds will be needed by Pyng it certainly is the most fair way of raising it from the shareholders point of view. As of 5 minutes ago the 3Q financial report was not on SEDAR, but it is nice to know it was filed on time. Thanks for the good news.

To: m. jacobs who wrote (4387)	8/19/1999 12:08:00 AM
From: Michael Pogor	Respond to of 8117

With all due respect, Mr. Jacobs: I am a long time shareholder who has been a part of this thread for the last couple of years. Generally, I have been supportive of Management's position, and believed that you have generally been working very hard on behalf of all shareholders. I understand that things have not moved forward as quickly as we would have liked, but that is a part of the risk involved in bringing a new medical device to market. I am, however, very disappointed with the tone of your last posting, especially in the way that you have apparently tried to personally put down two members of this thread. From my perspective, these two people in particular have generally been very fair in stating their positions, and have refrained from engaging in personal attacks. They were originally quite supportive of you as well, but have changed their opinions over time as they have come to the conclusion that projections and other statements made by Pyng have proven to be not quite accurate. It seems to me that their concerns were generally based on facts, and were not simply personal attacks without cause. Many of their concerns, and rightly so, were in the way that your company dealt with the changing situation. When things seemed to be going well, there were many optimistic claims made, and you were relatively eager to communicate through this thread. However, when things slowed down, shareholders were not totally kept informed with the downwards revisions in timing. For example, until very recently, information which was totally out of date was still appearing on the Pyng website, again possibly creating a situation where people might feel they were being misinformed. With regards to the options repricing, I am pleasantly surprised to hear that they are not "set in stone". However, you must agree that the wording of your PR does not convey this. I went back and reread the PR, and it states that "Subject to all required approvals, the Company has granted....options to purchase up to 750,000 common share....at $1.30 a share." It seem strange that you would make such a PR, and afterwards state that these are merely your intentions, and you wish input from the other shareholders. In my simple way of thinking, the steps seem reversed to what they should be! Wouldn't it have made more sense to ask first, and announce later? Since you are using this thread to make us aware that you will be welcoming our input, why could that not have been done first? Another question I have about your posting is why there has to be a "balance between what is deemed right and what I deem to be appropriate." Shouldn't these be the same thing? I don't understand why you would want to do something that is not right. We are all in this together, and as the person in charge I am sure you realize this. Maybe I have just gotten caught up in semantics, and if so, I apologize! To sum up, I hope that the tone of your posting was misunderstood. I continue to believe that you are doing the best that you can to bring this product to market. I know that I have learned many things from the people on this thread, and believe that you too can work with these people to help you with constructive ideas for the success of Pyng. Michael Pogor

To: m. jacobs who wrote (4387)	8/19/1999 12:43:00 AM
From: Gary H	Respond to of 8117

<Dear Jack, Things must be very lonely out there when you have to send a message to yourself, three times.> Cheap shot Mike, this goes on all the time on many threads when a person recalls additional things to say. Fencing with shareholders shows a lack of good business sense and PR. It also indicates to me that you are on tender hooks and that your confidence is weakening. So the question is why? I can guess but only you can answer.

To: m. jacobs who wrote (4387)	8/19/1999 12:53:00 AM
From: Jack Rayfield	Read Replies (2) \| Respond to of 8117

Mr. Jacobs I am appologize for the error in my analysis of who has received/will receive stock options. But when the language in the financial reports is unclear those things happen. But, I can honestly say I have never intentionly mislead the thread and I do not think the magnitude of my misstatments is in the same universe as yours. There have been several occasions that you have made this accusation against me and been proven wrong. One that comes to mind is your accusatory statements regarding the fact that the FAST 1 was not the only device selected as acceptable by WR medics. My email from the person that headed up the study and your subsequent news release acknowledging this to be the case I think clears this one up. The others were honest mistakes that when proven incorrect on subsequent review were promptly acknowledged and appologized for. I know you can not make the same claim I gleaned the information about the minimum aggregate grant to Dr. Johnson and Ms. Findlay directly from the annual report. 14. Commitments On July 1 1998, the Company and Pyng Medical Corp., a subsidiary of the Company, entered into an employement agreement with two individuals to act as Vice Presidents, fo the engineering and research and development departments for a term of one year period(sic)...........The Company is to grant an aggregate stock option of, not less than 300,000 common shares to the individuals during the term of employment. My only mistake could have been that the total for both individuals is 300,000 not 300,000 a piece. But the language is very unclear on this point. The other references to stock options in my post was taken directly from the annual report using the term director to mean (Jacobs, Lukowski and Turner) and officers to mean Findlay and Johnson (probably the mistake as there could be other officers or they may not be officers although in most companys the VPs are officers). The total options issued to directors/officers is impossible to deny which was the obvious point of the statement. You seem to have a real knack for reading posts especially from me in the most negative possible way which I think is unfortunate. Anyway, I am glad to take the barbs as they usually result in some information which is my soul purpose of following this thread trying to contribute to the discussion.

To: m. jacobs who wrote (4387)	8/19/1999 7:43:00 AM
From: Stang	Respond to of 8117

Jacobs: I would like to hear input on that from all the "shareholders". I stand firm on no reprice of options. Stang

To: m. jacobs who wrote (4387)	8/19/1999 8:41:00 AM
From: AriKirA	Respond to of 8117

BPI?????????? The only BPI I know of is BPI Industries.... And I never said anything with regards to having ever known anyone at BPI and I would love for you to prove me otherwise and I'm sure that most of the people reading this thread will appreciate your attempt at trying to attack my credibility. The only credibility sinking as fast as the titanic is definitely not mine... Mike, just the fact that you mentioned my interest and my shareholdings shows how much of a CEO you really are.... Hell, even if I only have 100 shares, I am a shareholder and I have the right to be told the truth and to be informed of the company's progress Some discrimination going on here? Do we need to have a minimum of 10 000 shares to be treated equitably? How about 100,000 ? Or is it 1,000,000? Oh I get, we need to be a Pyng employee or director to be treated equitably!!!!!!!!!!!!!!! That statement added to the continued cheapshots directed at Jack shows that you are definitely NOT CEO material and that this company will be going nowhere fast with such an attitude Maybe you should stop insulting Jack and look at yourself in the mirror. Jack has always been a gentleman towards management and especially towards you even after several attempts on your behalf to get under his skin... PS: If you really think you are getting to get me to play your petty childish name calling games, well just for your information, I am bigger than that... In other words, you'll be the lonely one out there. AK

To: m. jacobs who wrote (4387)	8/19/1999 1:46:00 PM
From: AriKirA	Read Replies (2) \| Respond to of 8117

Dear Michael, Can we please put our personal differences for aside for just a little while in order to try to come to a compromise? I'm sure it will be beneficial to all. FYI My firm acts as a legal advisor to more than 50 public companies trading on the TSE and the MSE. We work with Groome Capital, Latimer, Nesbitt, Scotia... I am specialized in securities law and do financings day in day out. To show you my good faith, I'm even willing to send you a copy of my CV which will more than prove to you that I am more than competent to help management resolve this very serious problem. I really appreciate the fact that you are still posting on this forum and are willing to listen to us (even if you think otherwise). Please let's get this thing resolved amiably. As for options they are not set in stone, I have not authorized the solidification of price, yet,I have made a statement of my intentions, but I am interested in the comments of this thread, and treating fairly employees Mr Jacobs, one of the main reasons why companies issue stock options with a 12-18 exercise delay is to allow the options to mature and therefore give the beneficiary a better chance at exercising said option at a discount to market price. A longer delay means a better chance at being in the money over said period. It is a privilege... However, it can be a handicap when such options are issued under a stock option plan since shareholders have only authorized the issuance of X number of options under said plan. Thus, management has to use discretion in issuing options under such a plan in order to respect sharholders' decision of only allowing a set number of options to be open until exercised or until they die out. Repricing options, especially options issued under an inventive plan, should in my opinion be illegal and I'm working very hard with the QSC and the ME/TSE for such a disposition to be adopted. By repricing options issued under an incentive stock option plan, management is indirectly doing something they are not allowed to directly!!!!! Since there is a fixed number of options, said number should be respected. By cancelling options you are indirectly increasing the max number of shares. Let me put it this way : a company promises that they won't increase the number of shares authorized after issuing the max number of shares allowed... then the company decides to do a reverse split. ?? What's wrong with this picture. One would say nothing right? Wrong because usually by doing so, they usually do not reverse the number of shares authorized and thus increase said number by the split factor. If it was a 5 for 1, it's as if they increased the authorized by 5X. You're pretty much doing the same thing IMO By repricing options, management is in a win win situation in that they issue options every other 6 months and reprice them accordingly when the time is right. Take a independent view and tell me if that is really fair. It's as if you get an option to either pay your lotto ticket or not. If you have the winning number you pay the 1$ and you win. If not, you refuse to pay the ticket. Is it really fair? I looked over the info provided by Jack regarding the options. Why reprice them when they can be exercised until mid 2000 at 2.09? Do you not have confidence in having a much higher stock price by then? If so, what kind of message are you sending to shareholders? Should we be all selling our shares because management is not confident in having a 2.09 stock price by mid 2000? Is it greed? Are you willing to sacrifice investor confidence for an extra 0.70$? My interest lies in being balanced with all. I am listening. If you want to be balanced I would not touch those options period! Options should be issued once a year at every other annual meeting. When new employees are hired, management should issue stock options to those individulas because as you said, Pyng should be competitive... But please, think about it twice before issuing such options right and left because you have a set number of options that can be issued under the Plan. If not, they're are more stringent rules for options being issued normally (not under an incentive stock option plan). If you want to put all employees on the same playing field, I suggest you proceed and offer them to participate in a private placement. As you well know, since you are not dealing at arms length you only have the right to have one sweetener therefore you decide if you want a the allowed % off the market price or the warrants to go with it. I suggest the warrants since they will in a way act as an incentive allowing the employees to eventually purchase addtional shares at 1.75-1.80 (130%). This way, they pay in advance for the shares plus they get a simili option (a warrant). I'm sure it would be less frustrating for the shareholders since at least you are paying in advance for some shares. Some have suggested a "rights offering" which I have not considered If you want to get further financing a nice gesture would be to issue rights as dividends allowing each shareholder to purchase additional shares at 2.09 (for example) for the next 6, 12 or 18 months. Unlike management, I'm sure most of us would be very happy and thankful for such an opportunity to purchase shares in the future. Well, I really hope you consider some of the things mentioned in this post.. I usually charge 225/hour but I am willing to work this one out for free :-) Looking forward to hearing your opinion ... Kind Regards AK

To: m. jacobs who wrote (4387)	8/19/1999 4:26:00 PM
From: AriKirA	Read Replies (2) \| Respond to of 8117

FYI 23.8 Amending Stock Option agreements 23.8.1 The Company may amend the terms of a stock option agreement or plan without the acceptance of the exchange, provided a news release is issued, if the amendment is reducing the number, increasing the price or canceling the option. The other terms of a stock option agreement or plan may be amended if the following requirements are satisfied: a) shareholder approval must be obtained if the optionee is an insider of the company at the time of the amendment; [...] c) any renegociation of the term of the stock option will be treated as a grant of a new option requiring compliance with pricing and other terms of this policy. A company cannot change the term of an option until one year has passed since the date the option was granted [...] For the purposes of this Policy, a cancellation and subsequent re-grant of a stock option will be subject to the time limits and requirements in sections b to d above Some food for thought AK

To: m. jacobs who wrote (4387)	8/19/1999 7:30:00 PM
From: AriKirA	Respond to of 8117

Mr jacobs, I just to make sure you understand that my sole interest and dedication is to Pyng Technologies Corp (SIC 67112821) a public company registered under BC law and being run as if it was a private holding. If my interest is therefore in conflict with management's best interest, then let it be. Usually directors and especially the president and founder of the company get personally too involved with their 'creation' and somehow lose sight of what is in the company's best interest. Just to prove to you that I have always been faithful to the company: www2.techstocks.com www2.techstocks.com www2.techstocks.com www2.techstocks.com As to your BPI statement, I am willing to stop posting on this thread if you can pin point the exact non-existant message you were referring to. As for options they are not set in stone, I have not authorized the solidification of price, yet,I have made a statement of my intentions, Well, that is in fact true as I was told from a VSE source that there is presently no open request in this regard on behalf of Pyng. As to the BCSC, the analyst that usually takes care of the Pyng exemption orders is presently on vacation and will only be back next week. Therefore, we seem to have time to discuss the issue... Either way, they are on hold for now as I told them that there will be a protest letter opposing such a re pricing of options ... Let's just hope Mr Bence realizes what the consequences of such a protest letter can be. A company closely held by insiders and a protest letter from minority shareholders representing approx 5% of the outstanding number of shares issued... Not very comforting for a legal advisor... Mr Bence, just curious... If options were amended on October 20, 1998 and if under section 23.8 of Policy XXIII any renegociation of the term of the stock option is treated as a grant of a new option, doesn't the company have to wait at least until October 20, 1999 to change the term of said options. Not quite sure, but a cancellation and subsequent re-grant of a stock option definitely sounds like an indirect way of changing its term, doesn't it? I am always willing to learn from a more experienced attorney. Looking forward to a reply ..... October 20, 1998 Trading Symbol: PYT.V Michael W. Jacobs, President of Pyng Technologies Corp. (the "Company"), announces today that the Company has granted incentive stock options to purchase up to 36,500 shares in the capital stock of the Company to certain employees and/or directors of the Company, subject to all necessary regulatory and shareholder approvals. The options are exercisable at a price of $2.09 per share. In addition, the Company has determined to amend the price of 600,000 options previously granted to certain employees and/or directors of the Company at an exercise price of $4.97 per share to an exercise price of $2.09 per share, subject to all necessary regulatory and shareholder approvals. AK

To: m. jacobs who wrote (4387)	8/19/1999 8:24:00 PM
From: Stang	Read Replies (1) \| Respond to of 8117

Jacobs: I propose the appointment Mr. Rayfield to the BOD of Pyng Tech.in an effort to restore shareholder confidence. Providing he wants the responsibilities. What say you Jack? Stang

To: m. jacobs who wrote (4387)	8/20/1999 12:24:00 PM
From: AriKirA	Respond to of 8117

Well, I just came to the office for lunch and still no news from Mr Jacobs. Is management once again taking the easy route and disappearing when the going gets rough? I'll leave you the benefit of the doubt for now... But just to let you know, that if I don't get a response by 5-6pm I will have to delay a date to draft a copy of the letter to be forwarded to the relevant regulatory authorities. Unlike others I know, I like to keep my word. If it means working overtime and delaying a hot date then let it be! A warning though : if the girl gets pissed off, I would really be ticked. If I get ticked, things start to get ugly. If you think that I'm getting under your skin now, well let's just say that there is a reason why a 25 yr old charges the fees that I do... You'll soon realize how big of a pest I can really be.... Still hoping to here something from management before I spend some time on the letter. Tick Tock Tick Tock..... AK