CHICAGO, Dec. 14, 2017 /PRNewswire/ --
Today we announce a 58% majority of PTC shareholder votes of undisputed shares via Written Consent in support of, among other items:
(1) Amending the PTC bylaws to fix the number of PTC board of directors at seven, and
(2) Electing four new directors to the PTC board
A key objective of these efforts is to see control of the PTC board immediately transition to three major PTC shareholders: the Daniels, Levine, and Rosner families.
For PTC shareholders who haven't voted and wish to support and increase our majority, please visit www.OptimizePTC.com for Written Consent forms.
Mr. Samuel Seidman, PTC's CEO since 1994 and Chairman since 2000 is on record saying he will support the will of the majority of PTC shareholders. Now is his chance to do so. We hope he acts according to his promise.
Mr. Seidman is also on record that he sold all PTC shares he previously owned several years ago. This excludes his portion of 477,727 disputed PTC shares which he and Mr. Stupay attempted to grant themselves for little or no consideration in September 2016. As noted previously, we dispute the validity of these shares and believe Mr. Seidman's interests and actions are not aligned with the interests of all PTC shareholders.
Today we separately call on Mr. Stupay as an independent director to support the election of the new directors.
If Messrs. Seidman and Stupay resist and obstruct these efforts, we seek to protect PTC shareholders from future attempts by Messrs. Seidman and Stupay to improperly grant themselves PTC shares or take other adverse actions to the detriment of all PTC shareholders. Today we filed a Delaware Chancery Court action asking the Court to confirm the election of the new directors and, until this is confirmed or the current board acknowledges their election, to obtain a status-quo order from the Chancery Court. We believe the status-quo order is helpful by prohibiting Messrs. Seidman and Stupay from taking actions during the pendency of the Chancery Court case which could be detrimental to PTC shareholders.
We plan to convene a meeting of the new PTC board by telephone to consider important business including:
- An immediate review of wages and benefits paid by Atlas to PTC officers. We believe such wages are better spent in ways to directly increase PTC share value. This includes considering paying dividends to PTC shareholders of undisputed shares.
- An immediate review of PTC/Atlas' current and expected future financial condition. This includes a detailed assessment of current financial statements, tangible and intangible assets, PTC/Atlas debt, receivables and payables, projected profitability of equipment Atlas is producing under contractual purchase orders. This also includes reviewing contingent liabilities such as litigation, technical product and delivery commitments to customers, and warranty expenses.
- The potential for PTC/Atlas to effectively bid on projects Atlas is (or can be) capable to produce. We can introduce Atlas to current funded projects which Atlas could review promptly, and where the need to "cut metal" and start production begins in the first quarter of 2018. Naturally, Atlas needs to be competitive on price and technical matters. If won by Atlas, these jobs are sizable, and PTC revenues and profits could increase by double digit percentages during the next 12-18 months.
We seek to learn if Messrs. Seidman and Stupay will accept the majority votes of PTC shareholders.
Messrs. Seidman and Stupay may resist and obstruct. If they do, they may hope we and other PTC shareholders will go away. We will not go away. And we will not sit idly while Messrs. Seidman and Stupay use PTC shareholder funds to resist and obstruct these efforts.
Another possibility is Mr. Seidman will resist while Mr. Stupay decides, as an independent director, to support our efforts. If Mr. Stupay supports us, then Mr. Stupay and I can vote two to one to immediately acknowledge the will of the majority of PTC shareholders and support the election of the four new directors.
If one or both of Mr. Seidman or Stupay support our efforts without delay, we can promptly invite Andy Basgall, general manager of Atlas, to meet soon with representatives of the new PTC board regarding projects in Point 3 above.
The above may include predictions that might be considered forward-looking. While statements represent our current judgments regarding the future, these are subject to risks and actual future results could differ materially. You are cautioned to not unduly rely on forward-looking statements, which reflect our opinions only as of today's date. While we will try to do so, we are not obligating ourselves to publicly revise forward-looking statements upon new information or future events.
SOURCE Jesse Levine