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Technology Stocks : THREE FIVE SYSTEM (TFS) - up from here? -- Ignore unavailable to you. Want to Upgrade?

To: michael c. dodge who wrote (1257)	4/6/1998 1:51:00 PM
From: michael c. dodge	Read Replies (3) \| Respond to of 3247

My error. Pl 16 of the Proxy (EDGAR); in order to be included in the proxy materials for 1999, shareholder proposals must be received at the exec offices not less than 60 days in advance of mtg, if the mtg is within 30 days preceding the anniversary date of the 1998 mtg; or 90 days in advance, if the 1999 mtg is at or after the anniversary date of the 1998 mtg. The Board has to pass on the Proxy materials, anyway, and that means "fat chance" on any proposal which would negatively impact the Board's preferred status. Ain't "corporate governance" GREAT !!?? If you do not believe, try this: TFS non-employee directors receive an annual retainer of $15,000 (2/3 in stock, which is good); PLUS $1,250 for each board meeting (there were four in 1997) for an additional $5,000 (making $20,000); PLUS another 1,000 share option at each annual meeting; PLUS $500 for each committee meeting held on a day not the same day as a board meeting. It is no surprise they are agreeable to whatever David Buchanan proposes. If a Board member reads this and does not agree intellectually (asking for agreement in the heart is asking too much of any human being), then, ask yourself "How many non-unanimous votes did we have last year ???", or "Did I really object when I should have ???"......these questions beg the real questions of "How much time and money did I spend studying this company, its products, and their competitive position within this industry last year." ??? This is about 200% of what they should be paid. They are each an old employee or old friend of David Buchanan's. The compensation committee is composed of these outside directors, as it must be, and they are ALL standing for reelection at the April 23 meeting. What is the average compensation of an employee at TFS, who gives her best efforts every working day of the year??? How should she feel when reviewing the Director compensation??? Most outside Board members come to meetings to (i) get in some golf; (ii) see old friends; (iii) look at the Board package on the airplane (first class, paid for by the company); (iv) stay at a first class hotel (paid for by the company); and,(vi) if everything looks reasonably okay, don't rock the boat. (If this is not so, then someone from TFS will post up how these guys travel, where they stay, and who pays what bills while in Scottsdale.) Finally, when you have VC guys or institutional holders on your board, it is WAY different. They have a job to do, and that is to make sure management is maximizing shareholder value. We just do not have this on the TFS board. AND, I think we are missing it dearly in our share price. We REALLY need some directors who care about shareholder value on this Board. None of these guys except McGillivray own enough stock to really care.....their primary benefits come from their director perks, and not from increasing shareholder value. I am not against management of this company. I am against the way they view and approach (or, decline to approach) the shareholders and the outside world. We are not the enemy, but are increasingly forced to appear and act so. Mike Dodge