Re: pautaotzu... maybe this makes sense now.... Borredo:
in response to
by
posted on
May 06, 2008 10:30PM
a shareholder resolution to remove board members
Now he's setting up the resolution to oust board members along with Brian,
.
No where in Ron's Shareholder proposal does it expressly state an intension to oust anyone on the BoD:
Posted by: wolfpackvolt on May 05, 2008 09:29PM
Below are two shareholder proposals that I have drafted. I would
characterize them as still being in rough form, though nearly
complete. Your suggestions are invited, but due to my schedule, I
will probably rely on Brian, if he would be so kind, to do any
finalization in the event that this concept is what we decide to
submit.
As most of you know, I am neither a corporate nor a securities
attorney, but from what little I have read, it seems that changes in
the constitution of the Board, at least insofar as existing members
are concerned, are not allowed to be addressed in shareholder
proposals. I invite correction on that, but it just seems logical to
me.
In any event, it is with this in mind that I drafted the proposals
below. If the three "seasoned" PTSC Board members are going to be with us awhile longer, then I see no reason why they should be
further rewarded beyond their base salaries after we have suffered an
80 - 85% decrease in market cap during their tenure. Stated another
way, I think it is time that they "feel the same pain" as the rest of
us --- and their existing stock options aren't any consolation to
me, especially since these Board members didn't pay for them out of
their own pockets. Certainly, the newer members should not be put in
the same category since they haven't had as much time to perform, but
IMO, there is no further excuse for the others.
I want to be absolutely clear that I have no personal animosity for
these Board members. I have met and talked with all of them at one
time or another (shareholder meetings, Markman hearing, etc.), and I
think they are all very nice, and very talented in their fields. On
the other hand, with our market cap having declined to this
ridiculous and embarrassing extent, the "gravy train" must IMO come
to a grinding halt. Board meetings at fancy restaurants, riding in
limos to shareholder meetings, compenstation for "committee work"
and "extra work" (that has gotten us less than nowhere) are all, as I
see it, a slap in the face to the retail shareholder community. We
have asked nicely in our shareholders letters for some if not all of
these things, and have been ignored --- and we may continue to be
ignored even now, but at least we are speaking louder and with more
formality.
Thank you for your consideration of the above, and of these
proposals --- and don't be too hard on me, as this is the first
time I have ever done this kind of thing. It may well be that there
are better proposals out there, and if so, I will be interested to
see them as well.
Best wishes to all.
====================================...
1. Compensation and reimbursement of members of the Board of
Directors.
a) No Board member shall be compensated by the Company, whether
directly or indirectly, in excess of $3000.00 per month.
b) There shall be no additional compensation of any kind paid,
whether directly or indirectly, by the Company to any Board member(s)
for membership in, or leadership of, any of the Company's committees,
nor for any consulting work, other projects, or any other kinds of
tasks whatsoever, even if performed for or on behalf of the Company.
c) No expenses shall be paid or reimbursed, whether directly or
indirectly, to any Board member other than the following: $25.00 per
day per Board member for food and/or drink; rental car of compact or
medium size (or cab fare at standard rates), no limousines or other
types of transportation or couriers for any reason; plane fare
at "coach" level only; hotel at Holiday Inn Express level or
equivalent. All categories of said expenses shall be paid or
reimbursed only when the Board member is expressly involved solely
and directly in business activities on behalf of the Company, and
the Company shall keep separate monthly records of all said expenses
which shall be available for review by any shareholder who makes a
written request, after which the Company shall have five (5) business
days in which to supply the requested information.
d) No Board and/or committee meetings shall be held at any place
other than a conference room at PTSC, although members who live
outside the Carlsbad, California area may attend by phone.
e) All of the foregoing are subject to the additional limitation
that, pertaining to any work or other endeavors performed with the
goal of benefitting PTSC either directly or indirectly, no member(s)
of the Board shall accept compensation or expense reimbursement of
any kind, either directly or indirectly, from any person or entity
other than PTSC, and that PTSC may not accept any such funds from any
person or entity which PTSC then pays or reimburses to any Board
member(s).
2. Revaluation of stock options for certain Board members
a) The strike price of any existing options held by any Board member
who was holding his or her seat on the Board during the year 2005,
regardless of whether he or she has served, or will serve,
continuously or intermittently since that time, shall be immediately
increased to $1.75 (valued in comparison to the current outstanding
diluted share count of 395,666,621, as declared in the Company's 10Q
filing of April 9, 2008).
b) No further options shall be granted to any such Board member(s) as
described in item a) above until such time as the Company's stock
price reaches and maintains said price of $1.75 (valued in comparison
to the current outstanding diluted share count of 395,666,621, as
declared in the Company's 10Q filing of April 9, 2008) for at least
30 business days.
c) Should any options, warrants, or similar kinds of rights have been
granted to any members of the Board as described in a) and/or b)
above between the date this proposal was made known to the Company
and the time it becomes officially effective, then any such options,
warrants, or similar rights shall be immediately declared null and
void, and any Board member(s) having received same shall immediately
surrender them back to the Company without compensation or
reimbursement of any kind. In the event that any Board member
refuses to make such a surrender, the Company shall take any and all
steps necessary to render said options, warrants, or similar rights
legally null and void and/or to seek a judgment at law in
reimbursement of the full value of same from said Board members(s).
====================================...
IMO.. I believe the gist of these proposals are to further let the BoD (old 3) know we as retail are extrememly disappointed.. and if we are going to continue to suffer them, they are going to join us in suffering them...
IMO the desired affect of these proposals is to assist or persuade (pressure) them make their own decision to step down and let someone qualified in running a real company take their seat on the BoD and contribute accordingly... How can they justify maintaining their positions??
.
Pie in the sky.. perhaps.. but IMO it beats the heck out of doing nothing, sitting back and keeping our fingers crossed.. relying on a lawyer, an Anesthesiologist and a CPA (no offense Fut) to run our IP company...
Give RG the room to appoint more like Schrock.