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Microcap & Penny Stocks : IMDS nasdaq bulletin board -- Ignore unavailable to you. Want to Upgrade?


To: Dan O who wrote (2997)3/28/1999 9:08:00 PM
From: Labrador  Read Replies (2) | Respond to of 4122
 
Am I missing something on the royalty rate doubling. The response was 2 x 0 = 0. But,

Pursuant to the terms of the Agreement, the Company was granted the exclusive
right to modify, customize, maintain, incorporate, manufacture, sell, and
otherwise utilize and practice the Patent, all improvements thereto and all
technology related to the process, throughout the world. This license shall
apply to any extension or re-issue of the Patent. The term of the license is for
the life of the Patent and any renewal thereof, subject to termination, under
certain conditions. As consideration for the License, the Company issued to Mr.
Grable 3,500,000 shares of common stock and is required to issue and additional
3,500,000 shares in June 1999. In addition, the Company has agreed to pay to Mr.
Grable, a royalty based upon the net selling price (the dollar amount earned
from the sale by the Company, both international and domestic, before taxes
minus the cost of the goods sold and commissions or discounts paid), of all
products and goods in which the Patent is used, before taxes and after deducting
the direct cost of the product and commissions or discounts paid (the "Royalty")
as follows:

GROSS SALES PERCENTAGE
----------- ----------

$0 to $1,999,999 in gross sales 10%

$2,000,000 to $3,999,999 in gross sales 9%

$4,000,000 to $6,999,999 in gross sales 8%

$7,000,000 to $9,999,999 in gross sales 7%

Greater than $10,000,000 in gross sales 6%

During the second year of the Agreement there is a minimum royalty provision of
$250,000.
In order for the Royalties set forth above to take the place of the
Development Royalties set forth in the Amendment to Grable's Employment
Agreement dated February 23, 1995, and for such Amendment to become void and
have no effect, the Company is required to have the Agreement ratified by its
Shareholders at its next special or annual meeting of Shareholders. Not
withstanding the need for shareholder ratification for the substitution of the
Royalties, the Patent Licensing Agreement does not require shareholder approval in order to be valid.



To: Dan O who wrote (2997)3/28/1999 9:30:00 PM
From: gao seng  Respond to of 4122
 
If there are no objections, I will take the time to reply to these demands, responses, and answers in subsequent posts, one demand at a time. And I ask the collective's forgiveness on my erroneous assumption that everybody that is negative towards this company is working together. Under that assumption, I thought that all interested parties were following the RB thread. Since I now belieive that to not be the case, I will lighten up.

The main thing I am concentrating on at the RB is the possibility that GE is involved in practices normally attributed to Microsoft. i.e. Buying technologies to destroy them so they won't be a threat to your monopoly. I will attempt to address that issue in this post (briefly for the sake of those who are familiar with my discourse on the subject from the RB).

First, though, the killer (should logically be placed last, after the arguement has been made, but I am not a professional writer, am not desirous of an interested readership, etc.) Here it is: Doubt exists as the the relationship of IMDS Nasdaq listing and the Barron's article. Ask yourself, Isn't Barron's about THE most reputable business periodical on the planet? Why would they do something so reckless that had such a devastating effect. One who is interested in the arguement would also still be interested in continuing to read this statement. Who is now (ok, maybe not then, but now which implies discussions were under way, etc.) the partner of Dow Jones News (the company responsible for the publication of Barron's) is NBC. And who ownds NBC? GE. Now for the evidence (it will be brief because I am adamant in insisting that the reader has some background knowledge of the debates on this board regarding the effectiveness of mammograms) that will clearly show that GE is involved in the development of adjunct mammographic technologies. And that they are buying existing companies that are also developing this technology. I hesitate to provide research that shows what they are doing with these companies technology once they buy them, and leave that research effort and subsequent conclusion to the reader for undisclosed reasons.

The evidence is brief, elegant, and I beleive controversial. Conclusions are not stated here. My only purpose is the presenation of such evidence is as a preface into answering Critics Answer:1.

References first:
r2tech.com
r2tech.com
r2tech.com

GE Medical Systems and R2 Technology Sign Agreement to Offer Computer Aided Detection for GE's Full-Field Digital Mammography System
WAUKESHA, Wis. - GE Medical Systems and R2 Technology, Inc. announced today that the companies have signed an exclusive agreement under which GE Medical Systems will distribute R2 Technology's Computer Aided Detection (CAD) system, ImageCheckerâ„¢, for use with GE's full-field digital mammography system.
"Our goal in forming this alliance is to maximize the value of digital breast image information as healthcare facilities transition from film-based mammography to full-field digital mammography systems," said Terri Bresenham, Manager of Women's Health Care at GE Medical Systems.

R2 Technology's proprietary signal processing neural network technology called ImageCheckerâ„¢ assists radiologists by minimizing the possibility of false negative readings during their review of screening mammograms.

James Pell, President and CEO of R2 Technology said, "The ImageCheckerâ„¢ technology represents a significant advance in screening mammography for the detection of breast cancer. We are very pleased to be working with GE and feel that the alliance combines two world-class technologies."

GE Medical Systems is a leading global manufacturer of diagnostic imaging equipment and services, including conventional and digital x-ray, computed tomography (CT), magnetic resonance (MR), ultrasound, positron emission tomography (PET), nuclear medicine and healthcare information management. The business recorded sales of more than $4 billion in 1997 and employs nearly 16,000 people worldwide. For more information about GE Medical Systems' products and services, please call 800.643.6439.

Clearly, this shows an interest by GE in adjunct technologies for the use of screening for breast cancer. This indicates that they themselves acknoledge what Andrew has stated so often. Acknowledement to the extent that they side with the skeptics. And they are buying out the adjunct technologies. What will happen to these technologies, I don't know. But I would bet that you will never see R2 technology in the hospital.

So my reply to section 1 is: What would yuo do if you were developing a technology that poses a competitive threat to the most powerful corporation in the world? You would seek to protect your technology. (maybe in the big picture of IMDS this is weak, but for the question posed, it is strong).



To: Dan O who wrote (2997)3/28/1999 9:53:00 PM
From: gao seng  Respond to of 4122
 
2a.) If it is in the 10-K, why are you saying it was never disclosed?

the above is referenced to the below.

Critics Demand: 2. Grable should surrender the 7 million shares he received under the oral agreement that was never disclosed.

Defenders Response: 2. a.) If they weren't disclosed, how do you know about them? Can you provide the links that prove this?
b.) If it is true, then he has even more to lose.

Critics Answer: 2. Go to the Edgar site for yourself, I am not here to do your research. Nowhere in ANY public filing prior to June of 1998 was there any mention of this ORAL agreement or of the HUGE compensation he was supposed to be given at the SHAREHOLDERS expense. The oral contract, which was memorialized in June 1998, came about as management "remembered" that they had "forgotten" to memorialize it. They realized they had a FIDUCIARY responsibility to do so per the information statement and so they did so. Unfortunately (how convenient) circumstances had turned in Grables favor by then and he got more than they originally intended from this arrangement - an arrangement that they NEVER disclosed to shareholders before. Check out the 14c from mid-year 1998 - its all there, even for the slow ones. As for him having more at stake, if someone took my car, it wouldn't make me feel better that he now had a stake in taking care of it. Grable has unfairly taken a portion of the company away from common shareholders. Even ignoring this obvious logic, you are assuming he is not able to SELL any stock until we achieve success which is a big assumption.



To: Dan O who wrote (2997)3/28/1999 9:57:00 PM
From: gao seng  Respond to of 4122
 
The arguement is going as:

Critics Demand: 3. Grable should surrender the DOUBLING of his royalty rate under the newly memorialized deal.

Defenders Response: 3. 2 * 0 = 0

Critics Answer: 3. If the technology becomes proven, he has taken value away from the shareholders. That is EXACTLY why I can be concerned about this management EVEN IF approval occurs.

My assertion: Wouldn't it be nice if this was the only problem we were facing, instead of CE Mark and FDA approval. The key word in the Critics Answer is IF. This arguement can wait til then, with the exception being that an answer is due on what the auditor has to say about the minimal royalty payment to say on this, if anything.

NOTE: I am volunteering myself to do research for the collective.



To: Dan O who wrote (2997)3/28/1999 10:08:00 PM
From: gao seng  Respond to of 4122
 
Critics Demand: 4. Grable should surrender the anti-dilution protection which none of us have.

Defenders Response: 4. see 1

Critics Answer: See 1.

If you think the technology is viable, then you should also recognize the tremendous threat this technology poses to companies like GE. Would you rather he be in it for the quick buck? I am not saying I am convinced of the following statement, but what if grable is smart enough to realize the threat, and instead of being interested in mere money (which (given that the threat scenarios has merit) would be lucrative without any effort (btw, did anybody see the Simpson's episode that had Bill Gates in it? Marge came up with a cool name for a company (I apologize for not remembering the name it was really awesome), Homer used it and Bill bought him out just on the basis that the name alone would excite investors) he could have gotten easily) he is interested in the cause. It is possible the scoundrel is a saint. It remains to be seen, to me.



To: Dan O who wrote (2997)3/28/1999 10:35:00 PM
From: gao seng  Read Replies (1) | Respond to of 4122
 
Critics Demand: 5. An independent shareholder committee that is NOT controlled by insiders should determine compensation practices and approve transactions with related parties.

Defenders Response:5. Aren't board members of any company considered insiders?

Critics Answer: 5. You know exactly what I mean - non-family, third party business leaders who are not going to rubberstamp managements self enriching decisions

I think the problem is rampant among American Corporations. If you think this is an infuriating answer, then know this: Your Congress is deciding to raise your taxes again, while at the same time giving themselves a nice fat pay raise. And I thought there is an independent board of American voters?



To: Dan O who wrote (2997)3/28/1999 10:46:00 PM
From: gao seng  Read Replies (1) | Respond to of 4122
 
Critics Demand: 6-.... Executive salaries should be cut back to 1996 levels and all benefits should be frozen until FDA approval is received.

Defenders Response: 6. If there is a If there is substantial doubt about the ability of the company to remain a going concern, I agree

Critics Answer: 6. We are cash starved and are issuing equity at a discount to market - those are good reasons. According to the auditors, they do have substantial doubt about the ability to continue as a going concern.

Point made.

Critics Demand: 7. The company should adopt a prospective policy against nepotism and touting in case they have been problems in the past.

Defenders Response: 7. has there been?

Critics Answer: 7. On nepotism, you can decide for yourself - read the "compensation practices" list of complaints as posted earlier. On touting, you tell me.

Point made

Critics Demand 8. The company should make a clear and accurate statement regarding the charges made regarding their history with Lintronics.

Defenders Response: 8. Relevant, but not material

Critics Answer: 8. Very relevant as it indicates the PATTERN OF BEHAVIOR of this management team. Further, since management has sold the units overseas and at least one in the US, and since the FDA had them gathered up and destroyed as misleadingly labeled health risks to women, it shows what kind of people we are dealing with.

agreed, financially not material unless they still face legal liability.

Critics Demand: 9. The company should make a clear statement clarifying the international sales timing since the public filings seem to tell a different story than the press releases and message board posts.

Defenders Response: 9. haha

Critics Answer: 9. Your response is an indication of your lack of understanding of how important this issue is. Given the heavy dilution we are suffering, many of us saw the company's statements about international sales as huge defenders against dilution while we awaited FDA approval. The company made clearly misleading statements about international sales as documented by me in the posts I referred to above. Those misleading statements damaged all investors who relied on them. None of the caveats the company now hides behind were in the earlier filings. Further, even with the caveats, the statements made by the company are SO misleading as to be eggregious.

My response was meant to convey the message "Good Luck!"

Critics Demand: 10. No officer should be allowed to sell stock until after FDA approval.

Defenders Response: 10. per SEC?

Critics Answer: 10. No, per what is best for shareholders. Let's see some dedication and some REAL alignment of interests.

oic - you want to sell your's before then but current supply exceeds demand

Critics Demand: 11. A committment must be made never to sell guaranteed profit convertibles to entities owned or operated by insiders or their relatives

Defenders Response: 11. per SEC?

Critics Answer: 11. No, per what is best for the common shareholders.

agreed. How do we go about getting such a commitment? I am sure the grables are reasonable, and if it meant an end to the harrasment, they might give in to this.

Critics Demand: 12. The company should simply admit the Deb relationship if it is true. IF so, they should explain why they have denied it in the past.

Defenders Response: 12. why is this material?

Critics Answer: 12. Yes. As outlined in the compensation practices complaint I posted above, it is very important. When a small struggling company like this hires family over outsiders, it further widens the gap between the shareholders and management as far as alignment of interests. Further, it may mean we are not getting the best qualified candidates for the lowest salary dollar. There is the HUGE risk in small caps that nepotism will result in the company become a family piggy bank. This is basic stuff for any penny stock investor.

See # 1: In a war you want people you can trust on your side.

Critics Demand: 13. The company should commit to spending less resources on trade shows or other STOCK SELLING EFFORTS and should focus more time on the FDA, improving the product, and generating overseas sales.

Defenders Answer: 13.

Critics Response: 13. Best answer you've given.

hehe, absolutely. Just think if they hadn't paid all that money and then asked kenita to help them make it a success!



To: Dan O who wrote (2997)4/2/1999 11:53:00 AM
From: Dan O  Read Replies (1) | Respond to of 4122
 
New Material:

You may wonder why I keep harping on the same things. I have YET to hear an adequate response from IMDS on my concerns - why do I need more? Besides the company has not had a press release or public filing in a while - every time they do, there is a new deception to highlight. Give it time.

Incidentally, in fairness to the company, I sent all of these concerns in the form of questions to IMDS in November or December. I asked for a response PRIOR TO posting these concerns and PRIOR TO sending them to the SEC. I was promised a response by DEB "shortly". She even asked what form I wanted the response in (email, phone, etc.). Shortly never came - another LIE by Deb Obrien. I have all of this correspondence on file.