Why not pay Pohl and Johnson in shares? Well one reason may have been that if they had paid them in shares and when the stock went over two dollars who would have complained Pohl and Johnson cashed in their shares? What signal would that send to investors and more importantly how would Swartz have been able to cash in at such high levels had more of us sold on managements sell signals during the run up? Remember that Swartz was probably more in control of PTSC back then than Pohl was.
What experience did any of the BOD executives have in drafting, negotiating and reviewing such an agreement? Imo PTSC did not come to the negotiating table to draft the agreement with TPL as an equal partner. IMO PTSC played a passive role in drafting the agreement as TPL had the lions share of the licensing responsibility and so required the lions share of control of the MMP. This passive role by PTSC was supported by PTSC's dependence on TPL's resources, PTSC's need for revenue from licensing and the fact that Moore was an employee at TPL and owned the other 50% of the patent, Plus the fact that TPL's attourney's just defeated PTSC in court to claim 50% ownership of the patent, so it was probably clear to PTSC that TPL had superior legal council at hand. Were they overpaid for their contibutions.
What if the agreement has serious flaws in it? What if the agreement is lopsided as it appears to be? Private company control of a public entity? IMO, I don't think at the time the agreement was made, that the shareholders best interests were first and foremost on the minds of PTSC's BOD mebers due to the reasons I gave in the previous question. It is possible when your company is in debt and your stock is trading under a dime that you feel compelled to sign an agreement that will enable a company like TPL with their resources to start providing much needed revenue to pay off debt, keep the doors open and that ultimately this revenue would impact the share price in a positive way to make shareholders happy. Unfortunately the USPTO revalidation process has put the brakes on the licensing effort slowing licensing and reducing revenue expected and therefore has negatively impacted the shareprice. So now us poor investors that have been loyal longs and rode this thing up and down are left to guess what went wrong. When we know that the real answer can be found in the USPTO. An understaffed poorly run government agency out of PTSC's and TPL's control. Also with the fact that we are playing against the big boys multi billion dollar companies that have access to very fine lawyers that seem to throw a monkey wrech in the reexamination process by digging up potential prior art that none of us thought possible to find. Unfortunately we are at their mercy now.
How many companies that are acting with fudiciary responsibility would not have outside council review this agreement? Why do you assume that this company on the verge of failure at that time, somwhat desperate and probably more under Swartz's control than Pohl's, would be acting with fudiciary responsibility? How many companies do you know that are in debt, trading at mere pennies per share and have no revenue base to support it are worried about fudiciary reponsibilities to shareholders? IMO they eigther couldn't afford it or they were collectively OK with the agreement considering the company's financial condition at the time.
My T's and O's for what its worth.
All the best,
Steve
