Highlights of ASHM
posted on
Jan 19, 2011 04:36PM
Directors- elected (all three)
Corbin-ratified as accountant
Proposal by shareholder for majority voting- approved
Significant Issues
1. Why virtual format – answer wider audience-greater participation, equal opportunity to speak no matter where you are located
2. PDSG – not happy with performance subsequent to acquisition, brought in Attain to assist in rectifying matters, CDX is sound but was poorly placed in market, sourcing go to market partners, govt buyers.Results mixed- disappointed that there is not more tangible progress, recently won 1 million in new business. Finally seeing ability to participate in opportunities- Cautiously optimistic.
Entertaining joint venture ownership partner who works with type of customers needed but have not ruled out complete divesture and exploring this as well
Something about divestiture being contrary to corp diversification policy and tax consequences. In the event that something definitive materializes they will let us know.
3. Litigation with TPL
April 2010 2 actions filed
one in San Diego for defaul on 1 million loan due Feb 2010
one in Santa Clara County for commingled patent where it is alleged that proceeds were improperly allocated
Enormous effort on the part of the BoD.Thought at one time close to settlement but that did not happen.I thought Cliff said there had been a settlement of portion of issues , however, PTSC wants approval of licensing and controls are necessary.
BoD is convinced that TPL’s terms are not best for PTSC shareholders
The termination of the Commercialization Agreement which was created out of dispute, does not unwind easily
Yes, they have talked to other licensing agencies
Factors effecting the licensing program:
Licensing impaired by revolving door at USPTO…may see more re-exams
N. CA litigation with Acer, Barco, etc., may have caused a wait and see attitude by potential other licensees.Claims construction hearing forthcoming
Moore’s complaint
All Factors can be solved
Some call in questions and answers
Stan Caplan – It is my understanding from Gloria that you give a CEO two quarters to turn things around, How many quarters to you give a director to turn things around and enhance shareholder value.
Cliff-I am a director as of today and I can say that I am not happy with the circumstances that the company faces. Our core team of directors has the most experience with TPL and these issues with TPL could not have been contemplated
Gloria- I appreciate Stan’s question.Initially this company made a lot of money for a lot of shareholders and you could have been one of them but chose not to.The three current BoD members have the highest probability of resolving problems with TPL.Regarding PDSG we believe there is good potential and we feel very good.We made the decision after 120 days to hold on to this technology and we are now seeing it as a good thing
Stan- there are a number of shareholders who have tried to reach out to you collectively.After all these years of asset burn we don’t have much time .Why are you turning your back on large shareholders.You guys have 1% of the shares, and you seem to exclude shareholders…..(missed this)
Gloria- part of me agrees with you, right now we are going to work harder to do this.Share holders want to know things that we just can’t talk about.I sent an e-mail to a shareholder that was meant to be private and it was made public and caused some concerns.We all recognize your point and are trying to figure out how to do a better job of being more accessible to shareholders
Brian B- It’s not secret, I’m angry about your failures and your tenure.Has the board ever discussed privatization?
Gloria- it has never come up
Brian- you are talking with licensing experts now, why did you not do this in advance of signing the master agreement. You got paid for your efforts in the creation of the Joint Venture agreement, why didn’t you consult counsel?
Gloria- We did consult. Coming out of ligitation with TPL all agreements were put in a file and made public .You were happy with them but it wasn’t your job to ……(missed this)The master agreement came out of a dispute and functioned well up until recently.
Mike (shareholder)- allegations towards Leckrone seem to be criminal in nature.
We can’t respond to that at this time
Mike (I think)- How was the decision made amongst the BoD that you 3 were going to be nominated
BoD members having continuity with the MMP and relationship with TPL which is the most pressing problem.Individuals with most historical context are having continuity with the BoD
Another question- Does PTSC believe that the 1000+ number of infringers that TPL said existed are still valid
Answer- no reason to doubt what the number was that TPL had previously stated
Question- is Baroni getting 25K per month?
Gloria- Baroni arrangement is not fee based.Attain is assiting with partner accessibility, establishing the future direction of PDSG. We are holding off hiring a CEO besides Cliff is doing a great job as interim CEO.
Question- what are major issues with TPL
Answer- control and oversight of licenses going forward
Question written in by me_- Are you changing your filing status at the end of May and what is your position on including shareholder proposals and nominations to the BoD in the proxy
Cliff- Yes, status will be changed from accelerated filier which will give more time for reporting.Certainly there is a process in place for submitting director nominations and such.
Question- Is reverse split being consider to get off bulletin board?
Cliff- in his experience this doesn’t work unless in conjunction with some significant event, they don’t want to impair liquidity of company.Reverse split would be ill advised and premature
Brian B- Compensation for the BoD and for you Cliff is out of line with your performance. Compensation was established in 2009 when we had a lot more money.Will cliff accept his boD fee of 36,000.I believe the BoD should suspend pay.
Cliff- I will not take the 36K fee for my participation on the BoD.I am a manager of the company who just happens to be now sitting on the board.Regarding my bonus, it was awarded concurrent with the termination of senior management (balancing all positions).He was awarded 40% in his 1st year, 60% in his 2nd year dn full bonus in 3rd year
Gloria- for many years we worked for no fee.We are a public company like it or not you need boD members and they will require payment.I earn $350/hr as a CPA and only $75/hr working for PTSC.No one will work for free .We brought value to shareholders in the pastand we have to find our way back to doing this again.
Question- 7 million reported for PDS.How many licenses?
Answer- TPL does not want it disclosed, so we cannot elaborateNot all licenses have been announced, some licensees do not want their names mentioned
I believe Cliff said something about looking into an alternative structure for the company (not sure on this one)
Question- If PDS runs out of money is there a capital call mechanism in the agreement where by PTSC and TPL are to put in money.If only PTSC does this, then the % of ownership would change.
Paul Marshall- With a cash burn of 400K per quarter, if we run out of money have you discussed getting access to capital via Eric Swartz
CJ- answer is no.BoD has not spoken to anyone.Cliff gets inquiries every day to do a deal for private placement.
Cliff- no capital raising discussion since his tenure
Upcoming Events
Timing for PDSG is brief – either find partners or liquidation of asset
Timing for a resolution that would make MMP productive again…perhaps not so brief
Who is Cede Co. on shareholder list?Most shares are held in the name of the broker (etrade,etc.) this is street name. If the shares are in your name, your name should be on the list. Cede is a clearing house for Broker.
Question- have you explored the German venue for licensing?
Answer- not practical to embark upon without TPL. Germany is patent owner friendly and a quick venue
Question- Preferred stock?
Ans. – no intention to issue
Question- can you be better in disclosing info to shareholders
Cliff- We don’t say a lot about the licensing program because we are aligned with TPL and it is inappropriate for us to talk about it.We are frustrated about the info that we receive from TPL or that we can share with you.
Regarding PDSG when there is an opportunity to speak about tangible activities we publicize these.We do not have a lot of operations that we can report on
Ron Raney-No current M&A activity, now can’t announce licenses, what is plan to increase value?
Cliff- we have always been in a position wehre positive reflection of activites are reflected in hindsight through quarterly reports.We are not doing all we can to inform people about positive results.
Ron- why the change in announcements
Cliff- in practice we release info in tandem with TPL.Regarding the most recent activity the licensee has specifically requested that they not be mentioned
Mike McNally- cliff is seems like we have given TPL much power over our side of the business and CJ is on the PDS committee and Felcyn is a forensic accountant, weren’t there any signs that we were being ripped off.
Cliff- we cannot answer that in light of the current litigation
Mike- we have heard words like misrepresentation and fraud relating to Crossflo officers, why did we indemnify the officers?
Cliff- I will struggle with this= indemnification provisions are standard to the extent that we relied on information in a public filing by those officers
Please forgive any errors and/or omissions from my notes and any spelling and/or typing errors.I hope this helps