This is an Update to those that expressed concerns. I sent the following to Craig and hope that I covered the pertinent points.
As I labor on your behalf, this portion is public, (as you have a right to know). Wrt a response, that would be private and will remain so unless he requests otherwise.
(as some expressed concern that old information may still be considered sensitive; I modified accordingly. My intent isn't to harm either QMC or sh, but rather work toward a more acceptable balance.)
_____________________
Craig,
This section wrt Preferred Stock is scary with the potential power it represents.
"It should be noted that the voting rights and other rights to be accorded to any unissued series of preferred stock of our Company remain to be fixed by the Board of Directors. Accordingly, if the Board of Directors so authorizes, the holders of a new series of preferred stock may be entitled to vote separately as a class in connection with approval of certain extraordinary corporate transactions, might be given a disproportionately large number of votes or might be given preferences in dividend payment, liquidation or other rights. Such new series of preferred stock also could be convertible into a large number of shares of our Common Stock under certain circumstances or have other terms that might make acquisition of a controlling interest in our Company more difficult or more costly, including the right to elect additional directors to the Board of Directors. Potentially, a new series of stock could be used to create voting impediments or to frustrate persons seeking to effect a merger or otherwise to gain control of our Company. Also, a new series of stock could be privately placed with purchasers who might side with our management in opposing a hostile tender offer or other attempt to obtain control of our Company"
"The Delaware Certificate will authorize the Board of Directors to define the rights, preferences and privileges of the preferred stock prior to issuance."
That sounds like leeway to not only prevent others from taking over, but tacit approval for QMC management to take total control.
Without clearly defined restrictions and limits of Preferred Stock super powers, I think Debentures may be more acceptable to most.
The net effect of the Preferred Stock potential super power in conjunction with an AS, (required to clear books, etc) and a RS
is not one that builds confidence.
Where is the safety net for the sh? Would you trust me with that kind of power?
We need something that shows you're looking after us.
Clear limits wrt Preferred Stock: as in 1 - 1 conversion, no ability to morph into many shares, and voting restriction in excess of 1 vote for 1 share, (w/exception required only to prevent a takeover), and in case dividends no more than 1 - 2% more than common shares.
It would also be nice if sh were to have equal access to Preferreds, (as in ratio of current company ownership).
That shows you trust us and some of the LT investors may be interested.
The next big issue of concern is the possibility of a Reverse Split.
Currently, I believe the demand for exacting and consistent product, (which is Market Approved) is outweighing supply.
Taking into consideration say ~20,000 Hedge and Mutual funds and QMC having a Market Approved product, can you better explain the need for a RS going forward?
After news of contract/revenues; How much time will you allow, before considering a RS?
Do you have a price point in mind to implement said RS?
The fear is after the AS to 600M, there will be a RS; then Demand for shares, (say in 5M -30M Blocks) from Financial Institutions
will require another AS, (maybe right back to the 601M) to meet that Demand.
That may meet the need of Financial Institutions and QMC, but how exactly would that help the common sh?
Their shares and net percentage of ownership of the company would definitely be less at that point.
Could some assurance be given that in case of RS, AS would not be considered for an extended period of time, (say 2 years)?
That time period would keep sp pressure up and allow those that wanted out a chance to do so w/o feeling rolled over, imo.
Regards
_________________________________
If I missed something or new concerns come to mind, please continue to use pm/emails so as not to disrupt.
I imagine the nx major discussion will be after a more factual update from QMC.
Still Long & Still Strong QMC
As I labor on your behalf, this portion is public, (as you have a right to know). Wrt a response, that would be private and will remain so unless he requests otherwise.
(as some expressed concern that old information may still be considered sensitive; I modified accordingly. My intent isn't to harm either QMC or sh, but rather work toward a more acceptable balance.)
_____________________
Craig,
This section wrt Preferred Stock is scary with the potential power it represents.
"It should be noted that the voting rights and other rights to be accorded to any unissued series of preferred stock of our Company remain to be fixed by the Board of Directors. Accordingly, if the Board of Directors so authorizes, the holders of a new series of preferred stock may be entitled to vote separately as a class in connection with approval of certain extraordinary corporate transactions, might be given a disproportionately large number of votes or might be given preferences in dividend payment, liquidation or other rights. Such new series of preferred stock also could be convertible into a large number of shares of our Common Stock under certain circumstances or have other terms that might make acquisition of a controlling interest in our Company more difficult or more costly, including the right to elect additional directors to the Board of Directors. Potentially, a new series of stock could be used to create voting impediments or to frustrate persons seeking to effect a merger or otherwise to gain control of our Company. Also, a new series of stock could be privately placed with purchasers who might side with our management in opposing a hostile tender offer or other attempt to obtain control of our Company"
"The Delaware Certificate will authorize the Board of Directors to define the rights, preferences and privileges of the preferred stock prior to issuance."
That sounds like leeway to not only prevent others from taking over, but tacit approval for QMC management to take total control.
Without clearly defined restrictions and limits of Preferred Stock super powers, I think Debentures may be more acceptable to most.
The net effect of the Preferred Stock potential super power in conjunction with an AS, (required to clear books, etc) and a RS
is not one that builds confidence.
Where is the safety net for the sh? Would you trust me with that kind of power?
We need something that shows you're looking after us.
Clear limits wrt Preferred Stock: as in 1 - 1 conversion, no ability to morph into many shares, and voting restriction in excess of 1 vote for 1 share, (w/exception required only to prevent a takeover), and in case dividends no more than 1 - 2% more than common shares.
It would also be nice if sh were to have equal access to Preferreds, (as in ratio of current company ownership).
That shows you trust us and some of the LT investors may be interested.
The next big issue of concern is the possibility of a Reverse Split.
Currently, I believe the demand for exacting and consistent product, (which is Market Approved) is outweighing supply.
Taking into consideration say ~20,000 Hedge and Mutual funds and QMC having a Market Approved product, can you better explain the need for a RS going forward?
After news of contract/revenues; How much time will you allow, before considering a RS?
Do you have a price point in mind to implement said RS?
The fear is after the AS to 600M, there will be a RS; then Demand for shares, (say in 5M -30M Blocks) from Financial Institutions
will require another AS, (maybe right back to the 601M) to meet that Demand.
That may meet the need of Financial Institutions and QMC, but how exactly would that help the common sh?
Their shares and net percentage of ownership of the company would definitely be less at that point.
Could some assurance be given that in case of RS, AS would not be considered for an extended period of time, (say 2 years)?
That time period would keep sp pressure up and allow those that wanted out a chance to do so w/o feeling rolled over, imo.
Regards
_________________________________
If I missed something or new concerns come to mind, please continue to use pm/emails so as not to disrupt.
I imagine the nx major discussion will be after a more factual update from QMC.
Still Long & Still Strong QMC
