Re: skadar, FACTS, please, not inaccurate hyperbole... fatwollit
in response to
by
posted on
Jan 13, 2008 09:52AM
I'll ask this though: dividends or income distribution, whatever was concocted may have been legal, but was it in the interests of the majority of shareholders?
This was discussed before, but I can't find the post. One has to look at the whole deal rather than what they received for their warrants.
On February 10, 2006, the Company issued a press release announcing that it has
entered into agreements to reorganize its relationship with Lincoln and Swartz
under the terms of the Reset Agreement, Waiver Agreements and Warrant Agreement,
each of which is discussed above under Item 1.01. In addition, the Company
announced that Lincoln and Swartz will immediately convert their remaining
convertible debentures of the Company, following which the Company will not have
any debt on its balance sheet and that the Company will have the right to redeem
certain warrants owned by Lincoln and Swartz over a period of several months. A
copy of this press release is furnished as Exhibit 99.1 and is incorporated by
reference.
As can be seen, PTSC just didn't decide that S&L warrants would receive a payment equal to any received by a shareholder, S&L gave up(converted)the Convertible Debentures, lost the downward price reset on warrants, and agreed to PTSC buying back warrants.
This removed ALL debt from the balance sheet. Now, as I said before, I wasn't happy about S&L receiving distributions on the warrants, but, and this is more important, it was the start of the process to remove S&L as insiders. Taken as a whole, this was of substantial benefit to the majority of ordinary shareholders.
Being pragmatic, S&L had something PTSC wanted, PTSC paid for it by attaching a payment agreement to the warrants.
If Swartz (and other warrant holders) didn't receive one-time payment to some degree on warrants over and above that normally given to shareholders, and over and above any reciprocal compensation to Patriot, however described 'legally', I take it all back and apologize for besmirching his name.
It was only the S&L warrants that were subject to the payments for giving up on the rights described above.
Be well