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Astrotech Corp. Message Board

  • josh4marshall josh4marshall Mar 1, 2011 2:32 PM Flag

    Announcement stockholders meeting

    Does anyone know what point 3 means?
    3) adoption of the 2011 Stock Incentive Plan

    Thanks for your input.

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    • I voted against too - Needless to say how disapointed I am...

    • Amen! Seems like Pickens is intent on "jacking" this company. Rewarding themselves for mediocrity and sub-standard performance is an insult to all the investors. Don't forget who the owners are or your upcoming shareholder vote!

    • Company has almost $40 mil asset and company values at $22 mil. What is going on here? I guess most investor is expecting no profit in the future business. Is this industry loosing ground or what?

      • 1 Reply to beast511
      • The business is cyclical with quarters oscillating from profit to loss to profit etc, most traders are not that interested in working out when the cycles change so they wait for the quarterly statements to tell them when to buy back in volume. We are in a quiet period before profit returns which is looking like the next quarter. Conclusion, most investors aren't prepared to do serious DD on a stock this small to be ready for changes in profit cycle. The price it's at is just an accident of all the trades that went before, bears no real relation to the value of the company long term which is very good, ~$100m at least.

    • Exactly, reward for sub-standard performance is unacceptable, what hubris! Give us a $5+ share company, which maintains that value, and then ask for a raise. Don’t forget to vote and please know what you are voting for or against.

    • You do have a vote on the matter ;-). Last year the Delaware/Stock Compensation parts were rejected by the shareholders.

    • Exactly my thoughts, thank you both for your views. Lets hope common sense prevails and they concentrate on adding value to the company before diluting its value!

    • Totally agree. There seems to be some sort of disconnect of reality going on here with this board and management who have awarded themselves 21% of the company in the last few years (and 30-35% of subsidized subsidiaries) and sold 5% dirt cheap to Nieboer and another for no apparent reason especially when there was still a credit facility unused at the time all the while during this time the stock collapsed by 90%.

      Pickens took over in early 2007 when the stock price was in the $7-$11 range promising much, the stark numbers say on any real metric he hasn't delivered on these promises even if the company has been punished excessively for this failure and is still way undervalued.

      A Message from SPACEHAB's CEO, Thomas B. Pickens, III
      Houston, Texas (February 9, 2007) -

      To our Customers and Stakeholders,

      Over the past several weeks, I have had the distinct privilege of leading what I believe to be one of the great corporate pioneers in today's commercial space market. The legacy is exceptional and the opportunities are many for SPACEHAB, Inc. and I am excited to take the helm of this world-class company during such an exciting time in America's space program.

      Today's evolving environment in both the human spaceflight and satellite industries demands entrepreneurial-minded companies, like SPACEHAB, to be at the ready with the products, people and know-how with years of proven mission success. Through its valuable core competencies, I feel confident SPACEHAB is in the ideal position to capture the near-infinite opportunities presented by the growing need for space access.

      We are working hard to create value for our stakeholders and bring renewed energy to SPACEHAB through the strategic expansion of our core business and customer base. Through this aggressive strategy, I see a continued pursuit of excellence and exceptionally bright future for SPACEHAB, Inc.

      Thank you for your confidence in and support of SPACEHAB, Inc.

      Thomas B. Pickens, III

    • For my 2 cents, stock incentives have been long used by public companies to funnel cash to executives and board members to the detriment of shareholders and once the right to grant those incentives is given, there is nearly no oversight as to whether they should be granted. If the company has the right to grant them, they will grant all of them regardless of the success of the company.

      If the company wants to increase incentives, they should first focus on increasing shareholder value, bringing in new business, and worry about compensation later. Its like shareholders asking for dividends at a time like this, ridiculous.

    • "Can you please share you thoughts on the stock incentive plan in relation to its effect on the share price in the short / medium term??"

      It will dilute the shares by about 10% if all granted. Obviously if the value of the options go up and are sold that will have a depressive effect on the stock on any rise. 900K shares are not even options but grants which probably means freebies if past history is any guide.

      Although I like the idea of full employee participation options I'm not sure if I think any grants/options/bonuses that have been granted since 2008 have been warranted and they don't finish fully vesting until 08/19/2012. This company has not picked up any new business at all in that time coasting on its legacy continual business so if profits are made in the future it will be more likely an accident of the rocket schedule than design by the company. Since 2008 the number of outstanding shares have gone up from 13m to 19m by this process and Nieboer dumped his cheap 40c shares at ~$2 so clearly that is an example of the downward effect this can have.

      As to the Delaware thing that just seems to be an attempt to me to give the Board more power. 1st Detect/Astrogenetix although subsidiaries are actually private Delaware companies which we have no real visibility on in terms of Board/Management or Personnel. Astrotech's shareholding was fixed at 7000 shares of each on creation even though it supports their losses every year since creation unlike the other shareholders.

      'If all of the shares issued pursuant to the restricted stock agreements vest and all of the stock purchase warrants are exercised, then Thomas B. Pickens III would hold 9.8%, John Porter would hold 3.8% and the Company would hold 70% of the outstanding shares of 1 st Detect based on the number of fully-diluted shares as of the date of the grants.'

      'If all of the shares issued pursuant to the restricted stock agreements vest and all of the stock purchase warrants are exercised, then Thomas B. Pickens III would hold 16%, John Porter would hold 13% and the Company would hold 65% of the outstanding shares of Astrogenetix based on the number of fully-diluted shares as of the date of the grants.'

      Don't get me wrong the company is still undervalued on its core business alone, should be $2-$3 at least, and will pop up again on the first profitable quarter it has but I don't know if these or any past awards have been really truly warranted given no real change in this company's core business during that time.

    • It's a rehash of the 2010 plan which got rejected at last year's AGM which would give 1.75m stock options to all 75 employees

      The Board of Directors, the Compensation Committee and Astrotech management believe that the use of stock based compensation aligns the long-term interests of management and shareholders by providing incentives to employees who foster the innovation and entrepreneurial spirit which drives our business strategy and our execution.

      The 2011 Plan, and all other Company stock based compensation plans, are designed to increase shareholder value by compensating employees over the long term. The plans are used to promote long-term financial success and execution of our business strategy. It is the goal of the Company to attract and retain highly skilled leaders and technical employees, and the use of stock based compensation by the Board of Directors is a critical tool for attracting, motivating and retaining such key employees and directors. As such, the Board of Directors approved the Company’s 2011 Stock Incentive Plan (the “2011 Plan”) in February 2011. The shareholders are being asked to approve and ratify the adoption of the 2011 Plan, which would result in the following benefits for Astrotech:

      • Allow the Board of Directors to compensate employees with awards that do not require use of Company cash;

      • Attract, motivate and retain top talent to manage the Company; and

      • Allow the Company to continue to make awards which are deductible under Section 162(m) of the Internal Revenue Code.

      Upon approval, the Compensation Committee will be given the right to award grants at any time following the plan effective date of April 20, 2011 without further approval from the shareholders, including the granting of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards payable in cash or common stock, and other incentive awards, some of which may require the satisfaction of performance-based criteria. The Board of Directors expects the 2011 Plan to be used over the next three to five years. The Company has not granted Astrotech stock based compensation to employees since November 2009.
      The 2011 Plan is in addition to the Company’s existing stock option plans. See the Company’s For 10-K filed with the SEC on August 30, 2010 for additional information.


      Any employee or consultant of the Company (or its subsidiary) or a director of the Company who, in the opinion of the Committee, is in a position to contribute to the growth, development or financial success of the Company, is eligible to participate in the 2011 Plan. In any calendar year, no covered employee described in Section 162(m) of the Internal Revenue Code may be granted (in the case of stock options and stock appreciation rights), or have vest (in the case of restricted stock or other stock-based awards), awards relating to more than 800,000 shares of common stock, and the maximum aggregate cash payout with respect to incentive awards paid in cash to such covered employees may not exceed $5,000,000. Astrotech has not granted stock based compensation to employees, directors or NEO’s since November 2009. As of the date of this proxy, no allocations of future awards have been made or considered by the Compensation Committee.


      • 2 Replies to marsavian
      • Marsavian,

        I know you are a substantial stakeholder in ASTC and that you are in contact with other relevant holders.
        What are the chances the plan will go through? Is there a chance that, like last year, this will be voted against again?


        Shares Subject to the 2011 Plan.

        The maximum number of shares of the Company’s common stock, no par value, that may be delivered pursuant to awards granted under the 2011 Plan is 1,750,000 shares of common stock. Any shares subject to an award under the 2011 Plan that are forfeited or terminated, expire unexercised, lapse or are otherwise cancelled in a manner such that the shares of common stock covered by such award are not issued may again be used for awards under the 2011 Plan. A maximum of 875,000 shares of common stock may be issued upon exercise of incentive stock options. The maximum number of shares deliverable pursuant to awards granted under the 2011 Plan is subject to adjustment by the Committee in the event of certain dilutive changes in the number of outstanding shares. Under the 2011 Plan, the Company may issue authorized but unissued shares, treasury shares, or shares purchased by the Company on the open market or otherwise. In addition, the number of shares of common stock available for future awards is reduced by the net number of shares issued pursuant to an award.

        Award Agreements and Term.

        All awards under the 2011 Plan will be authorized by the Committee and evidenced by an award agreement setting forth the type of incentive being granted, the vesting schedule, and other terms and conditions of exercisability. No stock options may be exercisable for more than ten years from the date of grant, or, in the case of an incentive stock option granted to an employee who owns or is deemed to own more than ten percent of the Company’s common stock, five years from the date of grant. In no event may awards be granted after the expiration of ten years from the effective date of the 2011 Plan.

        Stock Options.

        A grant of a stock option entitles a participant to purchase from the Company a specified number of shares of common stock at a specified price per share. In the discretion of the Committee, stock options may be granted as non-statutory stock options or incentive stock options, but incentive stock options may only be granted to employees. The exercise price of each stock option is set by the Committee, but all stock options granted under the 2011 Plan must have an exercise price that is equal to or greater than 100% of the market value as of the grant date of the shares covered by the option (except as described in this paragraph). The 2011 Plan does not allow “discounted” stock options. Thus, an individual would be able to profit from an option only if the fair market value of the Company’s common stock increases after the option is granted and vests. An exception may be made only for options that the Company grants to substitute for options held by employees of companies that the Company acquires, in which case the exercise price preserves the economic value of the employee’s cancelled stock option from his or her former employer.

        An option cannot be exercised until it vests. The Committee establishes the vesting schedule at the time the option is granted. Vesting typically requires continued employment or service by the participant for a period of years. A vested option may be exercised only before it expires. In general, options expire ten years after grant date.


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