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Technology Stocks : IATV-ACTV Digital Convergence Software-HyperTV -- Ignore unavailable to you. Want to Upgrade?

To: Jeff Carroll who wrote (4200)	5/25/1999 10:00:00 PM
From: Buckeye	Read Replies (1) \| Respond to of 13157

..Jeff...Great Post! I'm glad I got out at $18. How could this stock even double, with this information out there? I was really looking forward to picking an entry point, to get back in. I've lost confidence in the management, for even proposing such garbage. I've seen this before, with other companies. Internal fights break out, shareholders sue, and the bottom drops out.

To: Jeff Carroll who wrote (4200)	5/25/1999 10:27:00 PM
From: art slott	Respond to of 13157

JeFF, why don't you call Chris Cline the CFO. I'm sure he can answer your questions better than anyone here. That would make sense. Ask someone whose business it is to know.

To: Jeff Carroll who wrote (4200)	5/26/1999 1:17:00 AM
From: Mike Fredericks	Respond to of 13157

Jeff- I discovered two things that mostly assuaged my concerns about the compensation plan. First, the executives capped their old rights at some spot under $4, meaning they only got rewarded as if the stock was a tad under $4. Of course, this could have been a one-shot deal, and who knows whether or not they'll do it again. Second thing is that the executives agreed to take their compensation in stock. Taking the compensation in stock makes a huge difference. They get the same amount of $, but it has a radically different effect on the bottom line. For example, 37 million shares out there, stock price at the start of the quarter was roughly 12, say that it ends the quarter at 20. That's $8 * $37MM = $296MM in market cap increase, so they are entitled to $5.92MM in compensation (2% of that figure). Call it $6MM. Assume a $0.10 pre-compensation profit for the quarter (not gonna happen, but it helps prove the point). If they take $6MM in cash, that would be almost a $0.20 charge against earnings. So the $0.10 profit becomes a $0.10 loss. If they take $6MM in stock at $20, that's 300,000 new shares. So instead of 37MM shares there are now 37.3MM shares. So that $0.10 profit is diluted to $0.991. Big whoopdee doo. Nobody notices that. The open question is, does the company take a charge against earnings when the extra stock is issued? Nobody has answered that yet. And while there may not be anything that forces Samuels et al to take their compensation in stock instead of cash, I think they'd rather take the stock since taking the cash would cripple the company. They're not poor men, and they want the company to succeed. If you don't think the CEO and the executives have the best interests of the company at heart, then sell your stock now. (That applies to any company, not just IATV). After the annual meeting, I received an "amendment" to the proxy in the mail. StaggerLee posted that the amendment contained some stuff that would open up the company to lawsuits for fraudulently representing the compensation plan to shareholders and changing it after the vote, yadda yadda yadda. I read it over and didn't see anything too interesting in it. Maybe I missed something, maybe he read something a different way than I did. Bottom line: don't sweat the compensation plan. Do sweat the fact that IATV's PR machine seems to have broken down somewhere... -Mike