Asensio parrots squawk on the weekend, but the skies are only partly cloudy
JohnG, you wrote:
<It's interesting, BTW, that the co. did not respond to Asensio's most
damaging new claims in his newest release. One was the co. issued false
statements by claiming that a stock promoter affiliated with the co. is
actually affiliated with some UN agency that has endorsed the co.'s
product, and the second was that the stock is being hugely diluted.>
What gives YOU the license to characterize Joseph Ben-Dak as a stock promoter?
If you take a leave from your job: Are you still "from there"? Are you still an
employee? Are you terminated? For my workplace the answers are yes, yes, and no.
What independent evidence do you have that Dr. Ben-Dak is "a stock promoter"
besides Asensio's innuendoes (is that spelt rite?)
If Asensio can't designate Dr. Ben-Dak by his title and can't spell Graystone correctly,
why should his accuracy in other matters be trusted? GKI's proxy statement that went out
to shareholders at the end of April did not identify Dr. Ben-Dak as being a director or
owning any reportable number of shares. GK Intelligent Systems share value was in the
4-5 dollar range at this time, well before the jump in price when former Compaq execs got
involved. (Maybe they are stock promoters?! The only 144 that I found for Graystone Financial regarding the sale of GK stock was on 1/30/98 for 90,000 shares and a value of $30,000.
Not big dough at.30/shr. Graystone's SEC filings don't indicate large holdings in GKI. Why
don't you present some more FACTS to back your assertion?
Accusing Dr. Ben-Dak of stock promotion or being a stock promoter, IMO, is BLATANTLY LIBELOUS!
Here is his bio (from the GK SEC filing Asensio referred to)
JOSEPH D. BEN-DAK, PH.D. has served as vice chairman of the board of
directors, in charge of international affairs, since September 1996. He has
recently undertaken the full-time project on behalf of the Company, as Senior
Vice president, to establish world wide alliances in furtherance of the
Company's Global Intelligent Network. He is currently on leave of absence from
the United Nations, where his last position was as Chief of the Global
Technology Group of the United Nations Development Program. Dr. Ben-Dak's
professional credentials include international intellectual property rights, and
assignments as a governmental advisor on matters including strategic economic
planning, security and defense. He has been an advisor to the countries of
Japan, Korea, Tanzania, Papua New Guinea, Colombia, and Brazil, as well as sixty
other nations ranging from the Pacific Rim to Africa to Central America and
North America. He was the Academic Director of the Israeli Air Force School for
Senior Officers. He recently held positions, from 1989-91, as a Senior UN
Official in building strategic management and joint venture development for
newly industrialized countries. Dr. Ben-Dak has authored more than ten books and
received Ph.D.s from the University of Michigan in Organizational Sociology and
Conflict Resolution. He has also taught or lectured in 10 universities in seven
different countries. Additionally, he is the United Nations representative on
the World Trade Association of Industrial, Technological and Research
Organization (WAITRO).
Does this look like someone whose mission in life is fleecing the unsuspecting investor?
Not to me. You can also bet that Ben-Dak had nothing to do with the Graystone principals
in 1990, 8 freakin' years ago!
What's incredible is the way you swallow and parrot all of the fuzzy logic that Asensio offers.
Should TRBD's recent release have more clearly declared Dr. Ben-Dak's affiliation with the U.N?
Most certainly. So, did Dr. Ben-Dak have anything to do with GKI's promotion? I doubt it and Asensio certainly hasn't proved it. Talk about guilt by association. Is this a witch hunt, or
what?
IMO, the jury is still out on the dilution issue. I asked you a couple of weeks ago to more
clearly delineate dilution via options, or other "hidden" means. You fixate only on the
growing number of shares outstanding.
The latest proxy statement limits the number of options granted for this year at 4
million. Halimi and Nowek received about 8% each of 1997's 2.6 million options granted.
In 1995 1,168,500 options were exercised for $ 353,000 (from SEC 20-AF filed 7/15/98)
In 1996 651,000 options were exercised for $1,605,000 (from SEC 20-AF filed 7/15/98)
In 1997 754,500 options were exercised for $2,401,000 (from SEC 20-AF filed 7/15/98)
In Q198 750,000 options were exercised for $1,692,500 (from Canadian Form 61 dated 5/29/98)
There is, unfortunately, no Consolidated Statement of Stockholder's Equity in the most recent 10-Q
Thru 5/29
Q298 2,245,734 options were exercised for $9,427,000 (from form 61, subseq.events)
From the company's recent SEC 10-Q filing for the 2nd Qtr:
<Subsequent to June 30, 1998, a total 1,044,800 stock options with exercise prices ranging from
$3.23 to $6.15 were exercised for total proceeds to the Company of $3,739,000.
At June 30, 1998, the Company had 5,357,066 stock options outstanding. The holders of these
options are entitled to receive one share of common stock of the Company for one option exercised.
The options have exercise prices ranging from $3.28 to $8.50 and expiration dates between August
1998 and April 2003. >
I don't know what your experience is. For a number of years holders of company options were not exercising in any quantity. Why wouldn't there be an increase in exercise activity now that the
share value is increasing? Halimi's salary was only 60K for years 94-96. Why shouldn't he
exercise some options?
The company raised over $20 million this year through options & warrant exercise. I'd rather
have employees, directors, and warrant holders help finance the company's needs than other more
dilutive (i.e. convertible subordinated debentures) financing. Also if you read the company's
financials you will see that officers and directors share of unexercised options and warrants
is in the 35% range,
if I recall correctly. I want company employees, who are holding 65% of the outstanding options,
to work hard to see their options appreciate.
Unfortunately, I don't think you really care for the truth. You have another agenda as
your adjective "hugely" diluted implies. You note that outstanding shares are up from 29.461
million at yearend to 41.155 million as of 8/10.
Where did the 11.194 million shares come from?
4,577,899 shares from the 10 million financing last September. It was dilutive and it hurt
the share price and it's now over. But raising money sometimes must cost shares for development
stage companies
4,040,534 shares from option exercise raising 14.85 million (includes 1.04 mil in Q3).
671,444 shares from the February 1.5 million sub.cv. debenture. Not a happy deal. Was
explained by IR as a short term financing gap. Holder not yet disclosed.
425,000 shares (my estimate) from a similar debenture done in March '98. Holder also as yet unknown.
272,000 'C' warrants exercised for 1.224 million
150,000 shares issued as finder's fees for 1 million Quest Venture bridge loan. Not a particularly salutary deal :(.
164,624 shares issued in lieu of cash dividends from the 9/97 financing.
_______
10,301,501
We'll know more when the next Consolidated Statement of Stockholder's Equity is released. I'll ask
IR to send one.
Sooo, yeah, there's been some dilution. You say hugely, Asensio says extraordinary, I say the
jury's out. It takes money to get to the point where you can make money. Find me a development
stage company with the kind of prospects and technology (with patent protection) that TRBD has
that doesn't do private placements or debentures that dilute ownership, or load the balance sheet
with unfinanceable debt. (OT--take a look at the smart window company Research Frontiers REFR).
BTW, some of us have complained about dilutive financing. Why do you think the company is in talks
with large automotive? concerns for an equity stake? I suspect you believe the Board doesn't care
about the common shareholder. Hope you are not short when that deal is consumated. If anything,
the recent decline in the share's value makes an equity stake less onerous for an interested concern, and consequently more urgent because pending announcements could trigger another short
squeeze.
Finally, while we talk about concerns...
The recent proxy statement indicates that the board now controls less than 15% of the outstanding
shares. What's to keep interested deeper pockets from scooping up enough of a position to challenge
current management for control of the company?
Whew. This took way too long. Do your thing.
Mike C.
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