Is the company withholding MATERIAL information? To some at least?!
posted on
Jan 18, 2012 01:08PM
Reg FD requires that the company publicize TO ALL, material information that it discloses. What is material? According to the SEC, this is how they look at it:
How does a company know whether disclosed information is “material”?
The most difficult part of complying with Regulation FD will be in making decisions about whether information is “material.” Unfortunately, Regulation FD does not provide a bright line test. Instead, the SEC will rely on existing definitions of materiality, which have been developed through case law.
Currently, information would be considered material if there is a substantial likelihood that:
·a reasonable stockholder would consider it important in making an investment decision about the company; or
·the information would have been viewed by the reasonable investor as having significantly altered the total mix of information that is available about the company.
Now, consider that the MMP has been licensed in the past to some of the largest (Top 50 type) bohemoths like HP, Fujitsu, Sony, etc. And apparently each of them has paid at least $10M per license, and most near or over $20M, and even over $30M on a couple of occasions. And the company (PTSC/TPL) has stated those fees are DISCOUNTED as part of a "first mover discount" marketing strategy, cleary communicating that license fees for such companies will GO UP in the future, not down. And then you consider that PTSC is hiding behind a FALSE premise of confidentiality being required by certain licensees as a reason for not releasing their names when they sign them. I say FALSE, because clearly TPL/PTSC lawyers are publicizing some large comapny names in the court filings.
The Caterpillar license PR categorically defined them as the 70th licensee. To that point, ALL of the licenses had been announced as I’ve shown in the past through the licensing spreadsheet. Since the quarter including Caterpillar, the publicly announced licenses have been:
Blue Coat, Caterpillar, Optoma, Leica Camera, Arcelik, Dresser, Cummins, Stryker, and Cymer, Lottomanica and TE Connectivity.
Those licenses, plus whatever unannounced ones, which according to the court filings constitute a total combined licenses sold of at least 21 and brought in a relatively paltry $14.9M in fees.
Now granted, those companies announced, are not “bohemoths” when you think of electronics and products that might contain the MMP tech.So it would stand to reason that the fees would be orders of magnitude smaller than those that HP, or Fujitsu, or Sony, or NEC, or Nokia, etc. etc. would have paid.
HOWEVER, apparently, per the court filings in that time period, TPL has ALSO signed, Apple, GE, and Motorola, THREE OF THE LARGEST electronics companies in the WORLD. When you factor in THOSE NAMES, in to the mix of the minimum 21 companies that have bought MMP licenses, how would you as a “reasonable investor”, apply these criteria, knowing that these “bohemoths” would be signing for at the VERY MOST, $7.44M, or more than likely under $2M, and quite possibly under $500K based on reported quarterly revenues reported:
·a reasonable stockholder would consider it important in making an investment decision about the company; or
·the information would have been viewed by the reasonable investor as having significantly altered the total mix of information that is available about the company.
I know that if the company told me GE or Apple, or Motorola are INDEED licensees of the MMP, and any of them signed for less than $2M, and quite possibly less than $500K based on the SEC filings, it would definitely fall into the “IMPORTANT” category in evaluating my investment decision.Additionally, it would definitely be viewed as “having SIGNIFICANTLY altered” the total mix of information that is available about the company and its future licensing prospects.
Is there anyone here who believes that it is Unreasonable to view this info as such?