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Message: fatwollit / Re: I know what i own/ease
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You indicate that you are puzzled by the latest onslaught against the BoD and further qualify it with "so soon before the SHM".

As you've admitted, this BoD has performed poorly, and has maintained its power despite that dismal performance. IMO, they deserve all and any pressure that can be put on them to resign, to stop renumerating themselves, and/or to agree to appoint more qualified directors who would hold a majority voting position over them.

With that in mind, what BETTER time is there than before shareholders are about to meet them face to face, to apply as much pressure on them as possible to communicate the dissatisfaction with their stewardship of the company?!

While I think an SEC investigation may not be the best solution, the threat of that type of action may help hasten their departure. Additionally, a few of the types of things that I think deserve further investigation, and that may have SEC implications are:

  • the abdication of much of the company's communication to a private entity regarding its primary asset as enumerated in the Master Agreement and whether that is REALLY in compliance with SEC requirements
  • the relationship of CJ, Pohl & Swartz and the potential corruption that may have occured surrounding the warrants and dividends and any anomolies in Swartz's trading patterns during the time of the dividends, that might indicate insider knowledge effecting those trades
  • the SEC filing by PTSC of the Master Agreement documentation and the promotion of such representing a 50/50 partnership with TPL to the market, complete with a 3 member managing committee of the new "holding" entity that would have 1 rep from each partner company and a 3rd "independent" member, when in fact, the committee is 2/3rds TPL, and 1/3 PTSC, and the company never publicly amending filings to represent that material change to the committee and to communicate as much to the market, a committee that by agreement needs only a majority vote to make decisions for PDS, decisions which materially affect PTSC, and which IMO result in PTSC having less than a 50/50 relationship in the partnership
  • the continued representation of CJ on the BoD and how that may continue to possibly allow undue influence of Swartz when taken in the context that Swartz has no reportable holdings in PTSC any longer, though CJ, who was appointed to the BoD as Swartz's representative at the time of the toxic financing deals remains in control of the BoD, and in the context that CJ, Pohl, and Swartz serve on another company's BoD together, and CJ receives nearly $250K annual renumeration from those 2 companies for that service while maintaining FULL-TIME employment as Swartz's in-house counsel, and how that may represent Swartz off-loading his payroll expenses to public companies rather than from the expenses of his own enterprises,
  • how PTSC's BoD signed off on merger agreements with Crossflo that included language indemnifying the Crossflo owners from claims against them should they have misrepresented or made warranties with respect to the transaction that were untrue - especially now that we've learned that PTSC is asserting that misrepresentations and false warranties were made
  • whether, as it appears from the SEC filings of the time, that PTSC relied wholly or mainly on CJ, Pohl, and Felcyn in negotiating and executing the Master agreement, is exhibiting the proper threshold of fiduciary care and responsibility that is required by the SEC. This in the context that PTSC renumerated these previously unpaid BoD members for "their efforts" in the consumation of that agreement - what level of fiduciary protection does that leave sharehoders of the company in the event legal challenges to the agreement result and is that in compliance with what is required by the SEC and other pertinent regulatory agencies

Based on the filings I've read, and the observations I've made, and the communications I've had with the company, all of these are legitimate questions that should be investiagated further, and could possibly have interest to the SEC. They may all well be non-issues and in compliance, but to me, an interested shareholder, they raise serious quesitons about the performance of the BoD as it relates to their fiduciary responsiblity to me, and as they relate to the spirit of the regulations that the SEC is charged with enforcing. In context with some of the situations with other companies that have been exposed over the last decade, and in context with the company's performance and inability in returning value to its shareholders, despite the public protestations of the BoD to the undervaluing of the company, I believe they are all valid concerns, and at some point, shareholders deserve CLEAR answers, or NEW stewardship.


Jan 27, 2010 02:50PM
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