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DRAFT******************************
PLEASE PM REW with your personal information, or copy this letter and send directly
to RG or PH, and PM me with any feedback you may have. This is probably the last
draft unless glaring errors exist.
Dear Mr. Robert Gordon, Mr. Paul Henry, Mr. Michael Gordon, and Mr. John
Hwang,
We, the shareholders, write this letter in an effort to further the goals, objectives, and
mission of our Company, TSIG.com. We are very enthusiastic over the recent progress
and focus of our Company and sincerely appreciate all of your efforts. The recent
acquisition of key personnel has enabled our Company to become an industry leader in
E-commerce. As the Company continues to mature, TSIG will, in the very near future,
develop an interest from the investment public as well as various financial institutions.
We have identified several concerns that we believe need to be addressed in order for
our Company to receive the attention that it well deserves. These concerns address a
more diverse Board of Directors and Mr. Gordon's $5,000,000 Revolving Credit Loan
Agreement
We have discussed and support the two proposals outlined below. We believe that the
passage of these two proposals will continue TSIG.com's progress in becoming the
leader in E-commerce for years to come.
PROPOSAL #1 - We, the Shareholders of TSIG.com Suggest That Mr. Gordon's
Potential Execution of His $5,000,000 Revolving Credit Loan Agreement at a
Conversion Rate at .15 Be Declared Null and Void.
Some of the first items investors and financial institutions scrutinize when conducting their
due diligence for a potential investment is the terms of financing and potential
shareholder dilution. While we truly appreciate Mr. Gordon's prior personal investment
in the Company and his willingness to continue to invest his personal funds, we believe
that $5 million loan for shares convertible at 15 cents acts as a severe deterrent for new
investors. The potential dilutive effect upon TSIG.com shareholders when and if the full
$5 million were needed would be significant. Additionally, if the stock were trading at
$2.00 or $3.00 when the money was needed, these terms for financing would be
inequitable for current and prospective shareholders. Moreover, the fact that the loan
was from our Chairman would strongly hint at an appearance of impropriety.
While it is our understanding that this money is one of last resort, we believe at this time
the aforementioned package should be declared null and void. We believe that as the
company progresses, alternative financing at more favorable terms should be available.
As the stock price appreciates, the potential dilution should be minimized. If Mr.
Gordon's financial package should be the only alternative available to TSIG.com, we
believe the terms of the loan should be negotiated at that time, in light of the financial
situation and share price of TSIG.com at the time of the lending.
We would appreciate a formal renunciation of the $5,000,000 Revolving Credit Loan
Agreement stated above. This will remove a significant concern to us, the shareholders,
as well as potential new investors. This will give TSIG.com added credibility as we
strive to seek the market valuation we deserve.
PROPOSAL #2 - We, the Shareholders Suggest that Dr. Martin E. Frankel be Added
to the Board of Directors of TSIG.com
Another important item in the progression of a Company is a well diversified Board of
Directors. We believe that the addition of Mr. Hwang to the Board has been positive
step in fulfilling a top caliber Board. It is our belief that an outside voice, a significant
non-employee shareholder, should also be considered. We have concluded that Dr.
Martin E. Frankel would be a tremendous asset to the TSIG.com's Board of Directors.
As a long-term investor, Mr. Frankel already possesses a tremendous knowledge of
TSIG.com. Dr. Frankel is also well-qualified to serve on the Board and represent the
non-employee shareholders in TSIG's continued progress in becoming the leader in E-
commerce. In addition to introducing John Hwang to TSIG, he has voluntarily assumed
an important role in facilitating communication between the company and its investors.
We believe that existing and prospective shareholders would welcome Dr. Frankel as a
productive member of the Board. Dr. Frankel's achievements are summarized below:
EDUCATION: Martin E. Frankel, D.M.D., M.D.S., F.A.C.D., F.I.C.D. graduated
Cum Laude (with honors) from the Tufts University School of Dental Medicine in 1962
and completed 5 years of residency training (finished in 4 years as mandatory year for
original research and acceptance for publication done simultaneously with approval of
department chairman) at the Tufts University-New England Medical Center and the
University of California, San Francisco. He was elected to Omicron Kappa Upsilon (the
national dental honor society) and the Robert R. Andrews Research Society.
BACKGROUND: Dr. Frankel was formerly Director of the Temporomandibular
Disorders Centers in the Departments of Otolaryngology at both the New York Eye &
Ear Infirmary and Cornell Medical College (North Shore University Hospital) and was
also Clinical Assistant Professor at both the Stanford University Medical School (from
which he received a certificate of appreciation for his teaching contributions) and UCSF.
He presently is a member of the clinical faculty in the division of Otolaryngology/Head &
Neck Surgery at Stanford and is a Diplomate of the American Board of Orofacial Pain
(the only board certification in the field of Temporomandibular Disorders and Orofacial
Pain recognized by the American Pain Society).
PROFESSIONAL ACTIVITIES: In addition to acting as a consultant, presenting
numerous lectures and courses both nationally and internationally, and publishing articles
and chapters in textbooks on temporomandibular disorders and orofacial pain, Dr.
Frankel was Regional Editor of "Cranio, The Journal of Craniomandibular Practice" (the
most widely read journal in the field).
He holds memberships in many organizations including:
* American Academy of Orofacial Pain (formerly the American Academy of
Craniomandibular Disorders) * International College of Craniomandibular Orthopedics:
Fellow, Past President * American Equilibration Society * Academy of Stress and
Chronic Disease: Fellow * International Association for the Study of Dento-Facial
Abnormalities * TMJ Research Foundation: Advisory Board * American College of
Dentists: Fellow * International College of Dentists: Fellow * American Association of
Orthodontists * American College of Prosthodontists * American Dental Association
and component societies
EXPERIENCE & PHILOSOPHY: Dr. Frankel's practice is limited to the diagnosis and
treatment of head and neck pain and temporomandibular disorders. He does no general
dental treatment or orthodontics or prosthodontics [(dentures, crowns, bridges, etc.)
and does not even have a "drill"]. He has over 30+ years of clinical experience and his
philosophy involves a primarily non-surgical approach emphasizing a multidisciplinary
team network with the patients' own doctors and other healthcare providers.
As summarized above, Dr. Frankel's achievements make him an ideal addition to
TSIG's vision to becoming an industry leader. We respectfully request the Board
consider adding Dr. Frankel.
Very Truly Yours, |
