To: Alan Markoff who wrote (3828 ) 8/17/1998 7:46:00 AM From: Dusty Respond to of 7039
Alan Markoff, thank you sir for the great post! I am continuing in my effort to dig out any and all information in the latest SEC filing Midland filed dated 6/29/98. From the best of my recollection in the beginning when Midland, Inc., was presented and initial due diligence was presented, I somehow got the definite impression this was basically a shell company. It had appeared that most of the business ventures had gone south or sour so to speak. Yet I find in the last SEC filing that some hefty financial compensation was paid to the following individual. Robert W. Marsik, 1996 100,000 0 President, CEO 1995 $ 85,000 0 and CFO 1994 72,000 0 Employment Agreements: Mr. Marsik previously entered into an employment contract with the Company on September 1, 1995, which had a five year term ending September 1, 2000. Mr. Marsik, pursuant to this agreement, received a base salary of $100,000 per year and $500 per month as a car allowance, as well as health insurance under the Company's policy and vacation benefits. The contract was terminated on the acquisition of the Subsidiaries on February 18, 1997. The Company and its current officers are presently negotiating agreements as to compensation. Stock Option Plan: On September 1, 1995, the Board of Directors and shareholders of the Company adopted an incentive stock option plan (ISOP) for employees of the Company and the Subsidiaries. The ISOP is intended to advance the best interests of the Company by providing those persons who have a substantial responsibility for its management and growth with additional incentive by increasing their interest in the success of the Company, thereby encouraging them to remain in its employ. Further, the availability and offering of options under the ISOP supports and increases the ability of the Company to attract and retain individuals of exceptional managerial talent upon whom, in large measure, the sustained progress, growth and profitability of the Company depends. Only employees who have contributed to the profitability or administration of the Company and/or its subsidiaries are eligible to participate and are only entitled to receive that number of shares which fairly reflects the value of their services. The ISOP is presently being administered by the Board of Directors. The 500,000 shares available for grant under the ISOP have been registered under the Securities Act. All options granted under the ISOP will be evidenced by agreements which will be subject to the provisions of the ISOP, as well as such further provisions as may subsequently be adopted. The option price per share will be determined by the Board of Directors at the date of grant, but will at least equal the fair market value of the Common Stock on the date of grant. Any person owning 10% or more of the voting power of the Company who may receive grants under the ISOP will have an exercise price equaling or exceeding 110% of the fair market value. All options must be granted within ten years of the date of the ISOP, and no option may extend beyond the expiration of five years from the date of grant. As of May 5, 1997, no options had been granted under the ISOP.Memo ------------------------------------------------------------------- Memo: For a "shell" company this appears to be fairly substantial compensation. For that kind of money this individual should have been doing something to enhance the company's bottom line. I think you have hit on something Alan, and it stinks for sure. While reading Alan's post where he took time to put it all together, it does appear either the officers and directors of the company had or has delusions of grander or it is in reality a "SHELL GAME." All of my information was derived from the last SEC filing 8-K dated 6/29/98. I will share a tip that can greatly speed up research with any SEC filing. Save it to a file and import it into your word processor so you can do a word search. This will save untold hours of reading. Folks, this is just my opinion take it for what it is worth: I believe may small companies who are shells and possible scams are counting on we the shareholders NOT reading the SEC filings. Call their bluff and get busy digging. Like Gary said it is all there, but if we do not each take time to do our own digging we will likely not see the red flags waving in the breeze... Dusty