To: Steve Felix who wrote (10134 ) 8/31/1998 10:14:00 PM From: David Read Replies (1) | Respond to of 26039
I've just looked at the filing (at least the main parts), and there is nothing alarming there at all. Here are the highlights: IDX proposes to replace two directors. Gone: Walther (ANADAC) and Zschau (politico). Added: Scullion (CFO) and Richion (HP addition). This makes Walther's selling even more of a non-event, since he is an ex-director in waiting. I like the additions. Zschau missed two of the four annual Board meetings, the worst record on the board. I guess he won't be missed. Change of State of Incorporation from California to Delaware. Basically, the filing describes the many ways in which Delaware favors existing management over California law. This has two obvious, major implications: Hostile takeovers are made harder, and Lerach-type lawsuits are also made harder (or impossible, but I'd need to know more corporate law to make that judgment). Also, with directors less answerable, there is a higher chance of self-dealing but the Board becomes more attractive to potential candidates . . . especially since personal liability is pretty well gone in Delaware. New shares: Basically, no news. IDX wants modest increases in stock option and purchase plans (one plan is about out of shares). One proposal concerns stock options to directors. It doubles the shares. Of course, the price has gone down a lot, too. Somehow, ASCOM comes up with 5,048,924 shares in trust, the same since September 2, 1994. No, I don't know how those other filings had different figures. Meanwhile, Buck, stop worrying about ASCOM screwing other stockholders. Fowler and the Board hold, including the ASCOM shares, 7,484,518 out of 25,282,177 shares outstanding . . . or 29.6 percent of the common. The company is allowed to issue 50 million common shares and 2 million preferred. This will not change if IDX migrates its charter to Delaware. There are no preferred shares outstanding. Other minor notes: Richion was highest paid exec last year ($245K), Fowler got less $225K plus a 17K bonus. Walther still has 344,353 shares, including his options. IDX charted its stock price 1993 to 1998 against a "peer group" of AFIS, DBII and NRID. Starting both at 100.00, IDX rose by June 30 to 329.03 and the peer group dropped to 13.50. The other business for the October 29 annual meeting (2 p.m. in Sunnyvale, some hotel) was to ratify the accountants and "other business," but no other business is planned.