To: Martin E. Frankel who wrote (23202 ) 4/5/1999 12:43:00 AM From: cicak Read Replies (1) | Respond to of 44908
TO: Martin E. Frankel: St. Pete Questions (FINAL): Regards, phil.com -------------------------------------------------------------------------------------------------------------- A) Grady & Hatch (specific questions): ===================================================================== 1. Perhaps not answerable, but certainly askable: Does RG have any clear indication of Grady & Hatch's intent toward TSIG.com, harmful or benevolent, and if benevolent, will G & H reduce their intentions to writing, for the benefit of TSIG.com shareholders? 2. Which firm or firms does Grady & Hatch use for clearing their trades? 3. Will Grady & Hatch make their "back office" trading (clearing) records available if requested? 4. Are any of the principals of Grady & Hatch also pricipals to the PP? 5. Rumor has it that you can call Grady & Hatch and get directly in touch with the principal/s of the PP? B) Private Placement (general): ===================================================================== 1. How much of the PP money has been used till now? 2. Does the company anticipate needs for additional PP money? 3. How much of the PP contracts have been exercised till Now? 4. What is the total dilution as a result of exercised PPs? 5. from Marty: <<but also the contract with the PP "people" does not permit it to be sold for many, many months from now when, IMO, the stock price will be significantly higher... and that includes the 2 million shares they (the PP "people") have already received. These are facts!>> Question: Where is the language in the PP that states this. I have not found it yet. And what does "many, many months" mean? IMO, that would be at least 6 months. At what time can these shares be sold? As far as I can see from the PP, they have only received 525K shares--is that the case? Finally at what time can the shares be registered? From the PP it appears to me that can be done at any time now. 6. from Marty: <<Be Right!!!... Sit Tight!!! And that is my opinion based on fact! And for those who cannot understand and choose to sell... well, have a nice weekend. And one other thing... this is NOT a floorless convertible! I am here for the duration... actually in perpetuity.>> Question: If this is not a floorless, where in the PP is there a floor. 7. So far 1.5M of the PP has been used. Is it possible the company will not take any more? Can another source of financing be found since profitablity is supposedly so near? How will TSIG avoid the death spiral to which these sorts of convertibles often lead? 8. Is it a viable option to postpone the conversion by invoking the 2 1/2%/month clause? 9. Will the balance of the PP suffice to get to the point of positive cash flow or will there be more cash infusions required. C) Outstanding Shares & Float - Restricted shares etc.: ===================================================================== 1)What is the total outstanding shares as of today? 2)How many shares are restricted and for how long? 3)What is the current float today? D) Shareholder Meeting: ===================================================================== When will there be a shareholder meeting? E) Robert Gordon/Executive Compensation: ====================================================================== 1. What great performance in your management of TSIG during 1998 justifies doubling your pay and granting you 5 Mm shares of the company? After all, you reduced the sales by 50% only while the losses have been reduced by only 30% 2. Will you voluntarily reduce your pay back to the level of 1998 until you show you can indeed grow the top line as your intentions indicates and stop shipping a $1 dollar product wrapped with a $12 dollar bill (roughly the performance of last year, the year before you managed to wrap those sales a little less costly, each dollar of sales was wrapped with a $9 bill). 3. What justifies establishing options plans of 47.5 MM shares for a company which had only 30 MM shares at the beginning of 1998, is there a model of any other company where such a ratio is practiced? 4. What is the distribution of these 47.5 MM shares between the various executive of the company, how many of these options were actually granted so far, and does this number include the 30 MM shares or so exercised last year. 5. What is the status and intention regarding the 41M shares/options RG holds. 6. In light of the fact that to date TSIG has not been profitable, how is the huge salary increase for Rob Gordon justified? 7. Would Rob Gordon consider waiving this salary increase until after TSIG becomes profitable? Pay for performance? F) Reverse Split: ====================================================================== 1) What is the likelihood of a reverse split? G) Good new coming ??: :~) ====================================================================== 1. Is there significant good news coming which might raise the stock price? H) Paul W. Henry: ====================================================================== 1. Is Paul Henry the same Paul Henry that was mentioned on this thread earlier that had problems with the SEC? And if so, can we have an explanation of the facts surrounding the case? I) Insider selling/buying: ====================================================================== 1. Please explain the 144 filings for the sale of stock by insiders. Who has sold, and how much? 2. Why are there no filings for insiders to buy stock if they feel TSIG is undervalued? J) Burn rate: ===================================================================== 1. What is the current monthly burn rate. K) Break Even for TSIG: ===================================================================== 1. According to the current business plan, what sales level will bring a "break even" situation. 2. When is that breakeven expected to happen. L) Gross Margins: ===================================================================== 1. What gross margins are expected on let say the three major activities. M) VSI: ===================================================================== 1. It seems that the filing under bankruptcy of one of the divisions leaves TSIG with residual liabilities (particularly IRS), what is the size of these potential liabilities. N) Accrued liabilities: ====================================================================== 1. How fast does TSIG need to payback the $6 MM in accrued liabilities (as of Dec 31, 1998).