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

To: voyager.ed who wrote (1410)	4/22/1998 5:12:00 PM
From: michael c. dodge	Respond to of 3247

The stock plans will be effective as at January 29. NASDAQ and IRS require SEC filing of the "qualified" incentive stock option portion, as well, per my huge-Dallas-firm corporate counsel. The proposed dilution is reasonable, IMO. If we want talented engineers and managers, we have to pay up in options. The TFS director plan is not specific as to WHEN the outside director receives the treasury stock. IMO this should occur AFTER the year of service is complete, and not BEFORE the year is served. I do not know how this is being done at TFS, but usually compensation follows work, and not vice-versa. A change to this timing of outside director compensation would be resisted today, as everyone expects a ramp-up in share price over the next twelve months. If they were issuing options, the options could be made automatically cancelled for any unexpired portion of the year, if the director did not serve out his or her term. BUT, we are not issuing options, we are issuing stock. Might be hard to get it back. Within the limits of the plan, the incentive stock options can be issued tomorrow after the meeting, and IMO, some probably will. All in all, I have no objections to the stock plans. Something else comes to mind.......if they have any REAL good news, they would likely hold it until after the options were issued and priced (?). This is complete conjecture, and should be regarded as such.