To: JEFF BERRY who wrote (1318 ) 8/21/1998 2:37:00 PM From: Big Dog Read Replies (2) | Respond to of 1956
SHAREHOLDER LETTER to CEO Edward C. Caputo and COO Stephen L. Willcox: Dear Messers Caputo and Willcox: I consider myself a loyal and supportive shareholder of Command Systems, Inc. (CMND), but have become frustrated and confused over your willingness to follow the ultra-conservative advice of your securities law firm. CMND is a financially strong company, with quality clientele, and well respected staff; and yet the self-imposed "silence" by company officials has allowed the stock of CMND to drop not only below book value, but now at $2.75/share also below cash value. With all due respect, you have a responsibility to enhance shareholder value. At this current stock price there is not one shareholder in CMND, who has purchased the stock at any point since the March 12, 1998 initial public offering that has not loss money. This has occurred notwithstanding a revenue growth rate that exceeds 50%, a current ratio of 8.55, a price-to-sales ratio of 0.50, a book value of over $4/share, with cash value of $2.70/share. CMND has a great story to tell. The demand for information technology services is growing at a tremendous rate, the Y2K remediation opportunities abound, the cost savings structure available through the India facility provides a competitive advantage, the quality clientele enjoyed by the company is enviable, and yet, do you take advantage of this and let the investment community know about the "CMND story?" No. You do not. And, why? Because you have chosen to listen to the ultra-conservative advice of your securities counsel, who are dragging their heels in resolving the "unregisterd IPO stock problem". At least, that is the "official reason" offered by the company. Who benefits from this "silence?" Not the shareholders who invested in your IPO. Not any shareholder who has purchased since the IPO. Not CMND employees who now hold worthless stock options. If the advice of your securities counsel is based upon a fair reading of the securities law, why haven't you demanded that the problem be resolved expeditiously? Why is it taking months? Why are you watching CMND's stock drop day-after-day? Doesn't your 10Q clearly state that the company, "Selling Shareholders," and current holders of the unregistered shares will all be held harmless (either by law or by indemnity from the insurance company for the original securities law firm which is responsible for this non-registration error)? If every innocent party is to be held harmless, why haven't the new shares been properly registered and issued? If no one wants these non-registered shares, why haven't the innocent parties been made whole, and the non-registered shares de-listed? The only party that I can see that benefits from this delay is the insurance firm for the original securities firm as it attempts to negotiate a smaller pay-out. But, if I may remind you, neither CMND nor you, as officers, owe any duty or responsibility to that insurance company. Your full duty and responsibility is to us shareholders and your employees. That responsibility is to enhance shareholder value! In that connection, I respectfully request that you start making public comments about CMND's business successes, current and future business opportunities, as well as, commence a dog-and-pony show for the investment community. Again, I believe that you can do this even under the current "non-registration cloud". But, if you are adamant that you cannot, I would ask that those non-registered shares be de-listed immediately, and workout the "hold harmless" arrangements in private, while the work of this public company goes on in "public." Thank you for your time and attention. Sincerely, Darrell J. Minott cc: Peter Duda, Silicon Investor, and Yahoo subscribers