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


To: raefon who wrote (1275)4/7/1998 1:03:00 AM
From: raefon  Read Replies (2) | Respond to of 3247
 
To the thread:

I felt I had to call TFS today to get answers to some of the nagging issues we have been discussing on the thread. I was not sure how my call would be received, but I was pleasantly surprised. I spoke to Liz Sharp and then got a follow up call from Jeff Buchanan. It is clear that they are aware of the feelings of the thread. It was the view of the company that their is significant misinformation on the thread. Specifically Jeff pointed out the following:

1) David Buchanan did not have his options *repriced*.
The proxy contains very misleading wording. First of all the options were not granted to DRB in 1994, but in 1992. He was granted 108,000 and change at a strike price of $1.58(I am writing this from memory but I believe these numbers are accurate, I have written them down and will repost if they are not). All of his options had been exercised. Jeff indicated these were the only options he had received from the company. He was granted 50,000 *new* options. While the term is 10 years, Jeff suggested that DRB would have to exercise his option if he retired as they are subject to the normal exercise policy of any employee leaving the business.

2) Jeff criticized the comments we have made about the performance graph. He indicated the "table was misleading" and actually only represented four years of info. He suggested that the graph(see page 12 of the proxy) actually started 12/92 from 100.

3)Jeff suggested that the company has made the appropriate efforts to contact holders of 5% or more of the stock. When I specifically asked about Eugene "make a wish" Lang, he indicated that the holder had been contacted and no longer held 5%. Therefore he was not included in the proxy. He also felt it was not the companies obligation to "footnote" the proxy. Lastly he indicated that there is some school of thought that indicates (and must have legal precedence, as clearly he had done his homework) a holder does not have to file a 13d when his ownership position is reduced below 5%.

4)Jeff indicated that although the 10K indicated the company would spend $8MM on the new China facility, he had indicated on the q-4 call that the number would be $6-8MM, and chose the more conservative $8MM figure for the filing docs.

5)The company did not feel the departure of Bruce Sedlak was material.
They also indicated that because he was not an officer, they had no responsibility to report his departure.

I suggested that maybe the company could have a call after the earnings call so all concerned could have an opportunity to get answers to their questions. My personal opinion was this would be more productive than to have these questions on the earnings call. He said he would consider it.

I was pleased that he took the time to answer my questions. He was passionate in his belief that the company was doing the correct things for shareholders. I believe that the performance graph issue and the option issue came as a result of poor wording in the proxy. I have not changed my view that this company still has much work to do for the shareholders. I think many times these fellows don't realize that there are tens of thousands of publicly traded companies COMPETING for our investment dollars. While I am not certain that the insights of this thread will reach the intended parties, it is clear we are being heard. The next couple of weeks should be interesting. I apologize for the length of this post.

On a side note, April 9, is my birthday. If anyone has any pull with the birthday gods, I'll take $.15 for earnings and that will make my day.