InterDigital Communications (IDCC): Reasons to vote “NO” on Proxy #2 [Dilution]:

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Listed & Nasdaq | Telecommunications Hardware | InterDigital Communications (IDCC)

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Posted by: Corp_Buyer	Date: Monday, May 12, 2003 1:07:14 PM
In reply to: None	Post # of 294838

Reasons to vote “NO” on Proxy #2 [Dilution]:

DILUTION of your share value:

IF you believe that 72 million shares outstanding fully diluted, equal to 50% dilution of your share value is excessive then Vote “NO”. [see the Proxy (see page 18, table entitled "Equity Compensation Plan Information"): (a) "55,539,186 shares of Common Stock issued and outstanding at April 7, 2003", plus, (b) "10,769,434 Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights", plus (c) "5,603,153 Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in 1st column)" i.e. (a) above = 72M shares fully diluted vs. 48.4M in 1998.]

IF you want to maximize the return to YOU on your investment in IDCC stock then vote "NO". Based on the potential fully diluted shares currently, you will keep $0.50 (that’s 50 CENTS) for every DOLLAR YOU have INVESTED including any increase in price of IDCC stock. The rest of YOUR return will go to employees. So, if you want to keep the gains on your hard earned after tax cash investment in IDCC stock then vote "NO". Otherwise, in effect 50% of YOUR gains will go to employees.

IF you believe as I do that over 50% dilution is unacceptable, then vote "NO". On the other hand, if over 50% IS acceptable to you, please consider what amount of dilution would be UNacceptable to you? Is it 75% or how about 99%? What is your limit for dilution? How much of YOUR investment returns would you like to KEEP?

We will approach 77 M shares outstanding fully diluted if the request to add yet another 5M mores is approved. IF you believe as I do that 77 M shares outstanding (over 50%) is unacceptable dilution of our share value, then vote “NO”.

For these reasons and others, I will vote “NO”, absolutely “NO”, on Proxy measure #2. I urge all shareowners to vote “NO” and also to influence other shareowners you know to do the same to align management incentives with ours and to preserve our long-term share value.

Sincerely,
Corp_Buyer

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