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M/A new CEO
Posted by: patriotism on March 31, 2008 08:24AM
Let me take a deeper look back at the important Statement of Changes in Beneficial Ownership of Mr. Goerner:
1. Mr. Goerners trust purchased 100000 PTSC shares
2. PTSC granted Mr. Goerner an Option to buy 300000 PTSC at a fixed price of $0.40
3. PTSC granted Mr. Goerner an Option to buy 700000 PTSC shares at a fixed price of $ 0.40*
* These options vest upon Mr. Goerner's completion of an interim period as CEO and/or conversion to permanent CEO. If the interim period is terminated prior to 120 days, a pro-rata portion of these options will vest.
4. PTSC granted Mr. Goerner an Option to buy 2000000 PTSC shares at a fixed price of $ 0.40**
** These options vest upon Mr. Goerner's conversion to permanent CEO and the occurrence of any of the following: (a) A successful M & A acquisition brought forth by Mr. Goerner, (a merger or acquisition with TPL excluded), approved by the board of directors, (b) Movement of our stock onto a different AMEX or Nasdaq exchange, approved by the board of directors, (c) Any other action by Mr. Goerner having the effect of a sustained, substantial increase in shareholder value, approved by the board of directors, or (d) Approval by the board of directors.
This is my interpretation of this filing:
1. Mr. Goerner and his trust believed at the time of the filing (some days before), that it is appropriate to buy PTSC shares
2. Mr. Goerner will know, in which financial conditions the company is and it will be according to the upcoming results and the knowledge about the status quo of the negotiations between Alliacense and potential new licensees
3. The agreed CEO interim phase between PTSC and the management demonstrates, that PTSC is awaiting success from his new CEO. Without success the CEO will have to resign. My interpretation of the interim period is that he parties agreed to a 120 day interim phase
4. Mr. Goerner only has the right to buy 7000000 shares, when the company names him as a permanent CEO
5. To become a permanent CEO, he has to show success and improved shareholder value
6. The PTSC board has demonstrated by this agreement, that it is awaiting from Mr. Goerner
- to lead the company operative to the next level of development by M/A (a TPL acquisition excluded) or a listing at the AMEX, Nasdaq
- additional shareholder value
And this is the best: Mr. Goerner has the right to buy 20000000 shares, when he can reach a successful merger or an acquisition, or when he can move the company to AMEX or Nasdaq or when he is able to demonstrate other actions, that lead to substantial increase of shareholder value all to be approved by the board!
What else do we need?
The company has recognized in my opinion,
-that the shareprice is far beyond a fair balanced share price after the successful Markman Hearing, the Texas Settlement, the over 40 signings and the expected ongoing income from the other 300-485 companies taken on written notice or already in negotiations
-that they know excatly, what motivates the new interim CEO
-that additional revenue streams are needed
-that they must leave this famous OTC as soon as possible
-that shareholder value is everything and will attract new investors and could open doors to get to a major stock exchange
What is the situation of Mr. Goerner after this filing? (All IMHO)
Siure: He is under pressure! He is hot! He wants the overall success! He is working hard for the shareholders! He wants to exercise all the options as soon as possible! Believe me!
So based on the skills of Mr. Goerner, his curr. vitae and his initial public statements, it will not take a long time together with his new VP to get all the options exercised! And what does this mean for shareholders? Success of Mr. Goerner+VP=New Business Model+ Signings=Increased Shareholder Value= New Investors= New Valuation= Possible listing on a major Stock Exchange= High Share Price
I will accompany this success story until we get listed on a major stock exchange independant from the upcoming numbers and I bet they are great!
The filing above in connection with the "Bibeau filing" are showing clearly in my opinion, that M/A are to be expected within a timeframe of six months. Another reason to finish this next phase of development within this period is the end of the fiscal year 05/31/2008, in which/after which some (if not most) of the amounts from the last fiscal year should be used for investments to reduce the tax payments.
PA
PS: What most of the people are underestimating in my opinion is the chance, that the Texas Settlement could include installments or royalties to be paid from the involved comapnies over a longer period (the announcement of Mr. Turley in an interview brings me to this speculation also that the Texas Court will overview the Settlement). The effect of this ongoing installments or royalties could be that
- income is plannable over years + ongoing signings + additional revenue streams
- net profits are calculable over years + ongoing signings + additional revenue streams
- the M/A activities can be defined better around the cashflow and they can be calculated better
- decisions about M/A can include financing
- PTSC will act as an ongoing comapany over the next years
- the security for investors and shareholders absent from the upcoming PTO-Decicions ( valid IMHO), Patent Reform Act can outperform the risks after the next report!
Hoffentlich trifft das zu!
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