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Danny Detail -- right on the money re the lobbying effort; I fully agree, and I for one support your continuing to post on that topic for as long as you see fit
Corp_Buyer -- the PR, as published to the world with the misattributions, WAS a prima facie fraud, a fraud on its face -- that is a FACT, and not just a 'wild assertion', whether or not you like it, and whether or not the misattributions were merely a mistake by PR Newswire (where of course, in another point of FACT, the misattributions cannot possibly be credibly considered to have been a 'mistake' if they were included in the PR by "the folks who authorerd the PR")
in addition, I do KNOW for a FACT that those misattributions were corrected NOT as a result of actions taken by "the folks who authorerd the PR" -- who SHOULD have acted and WERE RESPONSIBLE to have acted IMMEDIATELY to correct the misattributions once the PR was out, but who IN FACT did NOT so act -- but instead were corrected only after some time and then only as a result of protests by others, specifically including myself
unless and until "the folks who authorerd the PR" provide us with what can be PROVEN to be the complete and unaltered full final text of the PR as provided to PR Newswire for publication, to demonstrate conclusively that the misattributions were NOT included in that full final text as provided to PR Newswire for publication, I do not owe you or anyone else any sort of retraction, let alone any sort of apology -- your overwrought and meaningless proclamations to the contrary notwithstanding
(btw, re an unwarranted and obnoxious liberty you took in addressing me in one of your earlier posts: I am not your friend -- not in this lifetime)
Corp_Buyer -- I'm under no burden or obligation to satisfy you; I'm every bit as entitled to my take as you are to yours -- are you saying you have direct, actual knowledge to back your statement that I "have strayed way off the factual reservation"? -- if you don't, then quit acting as if you do; and if you do, put up or shut up -- I've already told you I would welcome proof my take is wrong; and I have cited facts that are consistent with my take
Corp_Buyer -- you don't like my take? tough -- you've offered nothing to prove (or otherwise convince me) that I'm off base
Clarence -- then Ross should have been all over the misattributions immediately; the fact is, he wasn't
Corp_Buyer -- the corrections went out after OTHERS pointed out the misattributions (the second correction, re Ross's mis-identification as an IDCC PR person, resulted directly from MY personal call to and conversation with Ross, which occurred after the first correction, re the mis-identification of IDCC as the source of the PR, had already gone out) -- your version of things might be credible if both of the misattributions had been immediately corrected as a result of actions taken by those behind the PR, but that was not the case -- at the very least, those behind the PR, who must have immediately seen the misattributions, and who in any event were the ones properly responsible to promptly spot and correct those misattributions (if indeed they did not place the misattributions in the PR in the first place), were perfectly content to do nothing to correct them once the PR had gone out, leaving it to OTHERS to protest (which puts the matter solidly right back into the realm of fraud, even if the misattributions were not in the text of the PR as supplied to PR Newswire to begin with)
more to the point, I simply do not believe that PR Newswire, all on its own, before releasing the PR and without verifying the same with those behind the PR, just went ahead and inserted those two misattributions into a PR that came to PR Newswire without those misattributions, in particular given that on the face of its content the PR clearly did not come from IDCC
by all means -- please do PROVE me wrong re the foregoing if you can
and re IDCC's website, my understanding is that it is run by an outside web hosting service; yes, in a legal sense, the content of the site is still IDCC's 'responsibility', but I doubt that in fact it was an IDCC employee that put the PR on the website, and instead suspect that the PR was placed on IDCC's site by the web hosting service once the PR came out identifying IDCC as the source -- and of course, once the PR was placed on IDCC's site, the e-mail notification setup did its thing automatically
Clarence -- for me at least, the primary problem with the anti-2 PR was that it was a fraud, in that it contained two fraudulent misattributions -- it identified its source as IDCC; and it identified Ross Richardson as a PR person for IDCC -- no 'Amerika' involved in my negative reaction to it -- I agree with you that the those behind the PR had the right to put out such a PR, as such, no matter how ill-considered or ill-advised I thought it was; what they had no right doing, under any guise, was fraudulently making it appear to be an IDCC PR, which of course caused it to get MUCH wider distribution, including via IDCC's own website and e-mail notification setup(!), than it would have had it been accurately identified as simply coming from certain (un-named, and never identified) IDCC shareholders -- just for the record . . .
and btw -- free speech includes the right of those who disagree with an opinion, any opinion, to state their disagreement -- your post utterly misses that fundamental point -- the right to free speech is NOT the right to speak free from response by those who disagree; and response by those who disagree is NOT a negation of the freedom of speech of the one who speaks first -- again, just for the record . . .
revlis -- Mickey was talking about all 5m of the new option shares, not just the ones granted to the outside directors.
Mickey -- dead wrong -- options are not priced until the date that they are GRANTED.
Thanks Jim -- right on. (eom)
OT: Johnse -- given your selective outrage, I guess you've missed the various recent posts (to which my post was a response) reciting #s of shares voted against Prop 2 -- I never said a thing about your being a student, nor did I ridicule higher learning -- and I trust you still know where you can put your daily affirmation (i.e., your smart attitude).
chartex -- just sounds to me like you can't handle articulate responses to the 'anti-2' crowd -- too bad.
OT: Joel -- good reply to one who, given his cheerful presentation today, apparently once again forgot to adjust certain apparel before indulging his enduring passion for lighting off his own in public; 'nuff said so that I'll forego any direct response to that bit of fizzled flatulence he just directed my way -- and btw, welcome back!!
Johnse -- we're for real smart guy -- and I trust you know where you can put your daily affirmation.
I and the others in my group have voted our total of c. 300,000 shares "YES" on Prop 2.
So you don't understand my point at all -- I was the one who spoke directly to Richardson re the error corrected in the second corrective release -- I am the one who first spotted the error, and I am the one who personally got Richardson to put out the second corrective release to correct it. I haven't read all the posts here, but I am well and fully aware of all three releases, what they said and how they came out.
Now either answer what I asked you, or butt out and stop talking down to me as if I don't know what's going on here.
So you were the one who wrote the 3 press releases, or were working directly with whoever did? Care to share the complete unedited original text for the initial release, as provided to PR Newswire? (And if you weren't the one who wrote the press releases, or working directly with whoever did, how do you know what text was originally provided to PR Newswire for those press releases?) (I still haven't had the chance to get caught up on the posts here since last evening, so pardon me if this has already been clarified in earlier posts here.)
I just spoke again with Ross Richardson re the language in each of the two corrective press releases that reads "as incorrectly transmitted by PR Newswire" -- it is his claim that the erroneous references in the original release were added by PR Newswire to the language originally provided by/through him to PR Newswire.
TO ALL: I just spoke directly with Ross Richardson re the following from the original press release this am:
"/CONTACT: Ross Richardson of McKenzie-Owen Public Relations for
InterDigital Communications Corporation, +1-804-363-2413/"
I asked him if he was indeed acting as the representative of IDCC in the matter and he said "no, but that was corrected . . ." at which point I cut him off and pointed out that THAT error (if indeed it was an inadvertent error! -- beyond incredible!) was NOT corrected in the (first) corrective press release, at which point he paused for a second and then said "you're right" and said he'd follow up on it -- I then asked, to be clear, whether that meant there would SHORTLY be a second corrective press release, and he said he would take care of it. (It was VERY clear I was the first to challenge him on this particular point.)
I've been tied up and haven't yet had the chance to get caught up with the posts here since last evening, but my mood in reaction to this amateurish, arrogant power play by some egomaniacal arm-chair know-it-all wannabe CEOs, an absolutely unbelievable exercise in hubris that immediately and directly impacts the value of MY shares and the shares held by the others in my group, is, ahem, NOT a good one. The errors in the original release are absolutely inexcusable and unforgiveable, and those responsible should be held meaningfully personally liable for them. (I'll stop there, for now.)
Benahavis -- strongly disagree re Goldberg (eom)
rmarchma -- options, not warrants or RSUs, have (for good reason) been the incentive of choice for the engineers; how many shares are left just for OPTIONS -- and how many of those are currently being used up annually just for the 'options for patents' program (which I for one strongly support, no matter how many options it consumes) -- ??
Danny -- no sweat; they're smart (eom)
Danny -- I still have consultations scheduled next week with others in my group, but the substance of what you have just said, and of what others including sophist have recently said, coincides closely with my current thinking on 2, and has pretty much clinched my/our "yes" on 2 (pending next week's consultations, during which I'm confident the others in my group will find such thinking vastly more persuasive than the sort of 'thinking' so feverishly propounded by the more noisy of the anti-2 posters). Thanks.
Complete earnings release w/ tables formatted:
(BSNS WIRE) InterDigital Announces Strong First Quarter 2003 Results; New License Agreements
Drive Profitable Performance
Business Editors/High-Tech Writers
KING OF PRUSSIA, Pa.--(BUSINESS WIRE)--May 13, 2003--InterDigital
Communications Corporation (Nasdaq:IDCC), a leading architect,
designer and provider of wireless technology and product platforms,
today reported revenues of $37.3 million and net income of $26.7
million, or $0.45 per share (diluted), for its first quarter ended
March 31, 2003. In addition, InterDigital reported its cash and
short-term investment position grew to $94.6 million at March 31,
2003, up $7.0 million over year-end 2002, including a net receipt of
$11.9 million from NEC Corporation of Japan (NEC). The Company's cash
position was further strengthened early in the second quarter 2003 by
the receipt of approximately $25 million of scheduled payments
associated with new patent license agreements with Ericsson and Sony
Ericsson.
Revenues in first quarter 2003 of $37.3 million increased $16.4
million, or 78%, over first quarter 2002 revenues of $20.9 million.
The increase was due largely to the recognition of $24.7 million of
royalties associated with new patent license agreements with Ericsson
and Sony Ericsson, offset in part, by an expected decrease of $1.9
million in specialized engineering service revenue. Included in the
$24.7 million was $20.3 million of royalties from Sony Ericsson
related to pre-2003 handset sales.
Recurring royalty revenues in first quarter 2003 of $17 million
increased 53% over comparable first quarter 2002 revenue of $11.1
million, aided by current royalties from Sony Ericsson and Ericsson of
$2.9 million and $1.5 million respectively, and an increase of $1.2
million in royalties from NEC.
The Company reported net income of $26.7 million, or $0.45 per
share (diluted), for first quarter 2003, compared to net income of
$16,000, or breakeven earnings per share in first quarter 2002. The
improvement in net income compared to first quarter 2002 was due to
the recognition of $20.3 million of royalties from Sony Ericsson, and
other income of $10.6 million associated with the settlement of the
Ericsson litigation in first quarter 2003, net of a related insurance
reimbursement obligation. Operating expenses increased 2% over first
quarter 2002 to $19.9 million, mainly as a result of higher directors'
and officers' liability insurance premiums, and patent administration
and licensing costs. Tax expense decreased in first quarter 2003 due
in part to the level of royalty revenue not subject to non-U.S.
withholding tax.
"I am very pleased with our performance in the first quarter,"
said Howard Goldberg, President and Chief Executive Officer. "You can
see the impact of increasing momentum in every area of our business.
We have been successful in creating a broad-based revenue stream that
spans across multiple technologies, standards and applications.
"Recurring royalty revenues now constitute the foundation of our
revenues, reflecting the strength of our global patent licensing
program. We expect that strength will be reflected in the expansion of
our licensing base with new agreements during the remainder of 2003.
At the same time, we are making substantial progress in rapidly moving
technology to product and targeting product to market in early 2004.
"Resolution of the royalty issues with Nokia and Samsung is our
highest priority and we remain confident in our position. We're
continuing separate discussions with both companies. To facilitate a
timely conclusion of all issues, we have initiated the contractual
resolution process with Nokia to determine the royalties to be paid
under its license agreement. This establishes the timetable for
discussions, senior executive meetings, and any future initiation of
arbitration, if necessary," concluded Mr. Goldberg.
Rich Fagan, Chief Financial Officer commented, "Our first quarter
2003 results gave us a good start to the year. We benefited from
important contributions from Ericsson, Sony Ericsson, NEC and Sharp.
While we expect to expand our licensing base this year, we anticipate
second quarter 2003 revenues to be generated primarily by royalties
from the same licensees that contributed to first quarter 2003
results. Of course, our 2003 revenues could be materially affected in
a positive way by the successful resolution of issues with Nokia and
Samsung. We anticipate that operating expenses will gradually increase
in coming quarters as we move our Wideband Time Division Duplex
development efforts toward creation of field trial demonstration
products."
About InterDigital
InterDigital architects, designs and provides advanced wireless
technologies and products that drive voice and data communications.
The Company offers technology and product solutions for mainstream
wireless applications that deliver cost and time-to-market advantages
for its customers. InterDigital has a strong portfolio of patented
technologies covering 2G, 2.5G and 3G standards, which it licenses
worldwide. For more information, please visit InterDigital's web site:
www.interdigital.com. InterDigital is a registered trademark of
InterDigital Communications Corporation.
This press release contains forward-looking statements regarding,
among other things, our current beliefs, plans and expectations as to
(i) our ability to expand our licensing base and move technology to
product, and the timing thereof, (ii) resolution of the royalty issues
with Nokia and Samsung, and the timing thereof, and (iii) revenues and
operating expenses. Words such as "expect", "targeting", "anticipate",
"future", or similar expressions are intended to identify such
forward-looking statements.
Forward-looking statements are subject to risks and uncertainties.
Actual outcomes could differ materially from those expressed in any
such forward-looking statement due to a variety of factors in addition
to those specifically identified above including, but not limited to:
(i) any disputes, and the length and resolution of any disputes, as to
the applicability of the terms of the Ericsson and Sony Ericsson
licensing agreements to the royalty obligations of Nokia and Samsung
under their licensing agreements; (ii) the review, negotiation and
dispute resolution processes permitted under Nokia's and Samsung's
license agreements and/or the results therefrom; (iii) our ability to
enter into additional license agreements; (iv) a failure by any
licensee to realize our and market projections for sales of covered
products; (v) unanticipated development costs, technical, financial or
other difficulties or delays related to the development of our
technologies and products; (vi) the impact of the Severe Acute
Respiratory Syndrome epidemic on our ability to engage in negotiations
in Asia and elsewhere; (vii) our ability to enter into additional
licenses, and to extend the term of the Sharp patent license agreement
on favorable terms or at all, in or applicable to, the second quarter
2003, the market share and the performance of our licensees in selling
their products, and our ability to adequately prosecute, enforce and
protect our patents and other intellectual property rights; and (viii)
as well as other factors listed in the Company's most recently filed
Form 10-K. We undertake no duty to publicly update any forward-looking
statements, whether as a result of new information, future events or
otherwise.
-0-
*T
SUMMARY CONSOLIDATED STATEMENT OF OPERATIONS
For the Periods Ended March 31
(Dollars in thousands except per share data)
(unaudited)
For the Three Months
Ended March 31,
---------------------
2003 2002
---------- ----------
REVENUES: $ 37,324 $ 20,949
---------- ----------
OPERATING EXPENSES:
Sales and marketing 1,210 1,090
General and administrative 4,117 3,694
Patents administration and licensing 3,139 2,855
Development 11,388 11,815
---------- ----------
19,854 19,454
---------- ----------
Income (loss) from operations 17,470 1,495
OTHER INCOME 10,580 -
NET INTEREST INCOME 419 500
---------- ----------
Income before income taxes 28,469 1,995
INCOME TAX PROVISION (1,742) (1,945)
---------- ----------
Net income 26,727 50
PREFERRED STOCK DIVIDENDS (34) (34)
---------- ----------
NET INCOME TO COMMON SHAREHOLDERS $26,693 $16
========== ==========
NET INCOME PER COMMON SHARE - BASIC $0.49 $0.00
========== ==========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING - BASIC 54,604 53,966
========== ==========
NET INCOME PER COMMON SHARE - DILUTED $0.45 $0.00
========== ==========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING - DILUTED 58,666 56,847
========== ==========
SUMMARY CASH FLOW
For the Periods Ended March 31
(Dollars in thousands)
(unaudited)
For the Three Months
Ended March 31,
---------------------
2003 2002
---------- ----------
Net income before pref. stock dividends $26,727 $50
Depreciation & amortization 2,604 2,684
Increase in deferred revenue 32,236 46,000
Deferred revenue recognized (10,964) (12,867)
Decrease (increase) in operating working
capital, deferred charges and other (49,680) (45,720)
Capital spending & patent additions (1,649) (2,688)
---------- ----------
CASH FLOW BEFORE FINANCING
ACTIVITIES (726) (12,541)
Debt decrease & preferred dividends (81) 57
Net stock issued 7,823 698
---------- ----------
NET INCREASE (DECREASE) IN CASH
AND SHORT-TERM INVESTMENTS $ 7,016 $(11,786)
========== ==========
CONDENSED BALANCE SHEETS
(Dollars in thousands)
(unaudited)
March 31, December 31,
2003 2002
------------ ------------
Assets
Cash & short-term investments $94,582 $87,566
Accounts receivable 99,638 53,486
Other current assets 8,192 7,627
Property & equipment (net) 12,934 14,091
Patents (net) & other non-current assets 27,987 28,408
------------ ------------
TOTAL ASSETS $243,333 $191,178
============ ============
Liabilities and Shareholders' Equity
Current portion of long-term debt $192 $189
Accounts payable & accrued liabilities 10,266 14,124
Foreign & domestic taxes payable 3,940 5,434
Deferred revenue 111,942 90,670
Long-term debt & long-term liabilities 3,540 1,970
------------ ------------
TOTAL LIABILITIES 129,880 112,387
SHAREHOLDERS' EQUITY 113,453 78,791
------------ ------------
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $243,333 $191,178
============ ============
*T
EconEli -- You've been hurling personal insults at and attempting to bully anyone and everyone who has had the temerity not to immediately and completely agree with and unquestioningly submit to your all-knowing take on prop 2 practically since you started posting on the issue, as you have done here any number of times again -- for example: "What you have here are a lot of uneducated people who pretend to be open-minded but are not." and "No one intelligent enough to deserve a vote will vote against the truth, once they understand it." As for any who might say they are undecided, you dismiss them as probable liars -- "disingenuous" -- likely engaged in a conspiracy against your 'truth', and as for any who might disagree with you in any way, well, they "would rather be blind and happy than use their own eyes to see the world." (And all this as you claim that YOU are open-minded, LOL.)
And more -- in this completely OT post full of nothing but breathless self-congratulation and snide insults of others, you state that "it is the "faithful" here to[sic] like to use OT insults to start a flame-fest" -- oh, sweet irony . . . and if any dare respond in any way to your relentless attacks, well, it's just due to their own natural human faults, their own natural human weakness, their own natural human envy of your manifest perfection, as by definition it could not possibly be due to any fault, weakness or imperfection of your own: "Do some people here hate me for it? Sure. That's life. People hate success, unless it is their own. That is the way of humanity. What do I care?" What do you care, indeed -- talk about preferring to be 'blind and happy' . . . impressive, EconEli, very impressive. (And just who exactly woke up and made you God, anyway? Nobody I've met . . .)
Your personal attack on me in this post is completely unwarranted and (once again) way out of line. (Not that I need to justify my existence to you in any way, as I most certainly don't, but -- I have strongly and repeatedly criticized HC for his excessive grants to himself going back years into the past, and I voted against him and managed to persuade some others to vote against him the last time he was up for re-election to the BOD.)
Your claimed history re GSTRF is utterly irrelevant to the present debate re prop 2, and your implicit equation of IDCC with GSTRF (and thus of IDCC longs who might not agree with all you say -- whom you derisively refer to as the ""faithful"" -- with the GSTRF ""faithful"") is at once both laughable and highly offensive.
To cap it off, your wildly untrue assertion that "the only people here able to offer a debate at [my] level are all already in support of my position on this subject" confirms beyond any possible remaining doubt or argument your preposterously arrogant conceit.
(By the way, just in case you haven't noticed -- you have a HUGE problem distinguishing your own opinion from fact; just because you think a thing does not make it a fact.) (For reference, THAT is a fact.)
EE -- don't tell me what to think (eom)
fmilt -- you very precisely missed his point -- being, does/should the company get to recapture the cost it previously was forced to recognize when it granted the options that expired worthless -- ?? (a very cogent question that captures that lack of any inherent logic in expensing something that does not actually cost the company a penny in any event -- ontologically, options are a dilution item, not an expense item, plain and simple)
mschere -- BINGO! (eom)
the "date of grant" of an option is the date on which that option is granted to an employee or director of IDCC
OT: nessco -- Blazers WILL win tomorrow -- Mavs are done, finis, kaput (I'm a Mavs fan -- a very disappointed Mavs fan)
Data --coupla probably dumb questions -- does FDD HSDPA use/fill the unpaired [WTDD] spectrum, or is it "just" an equivalent to WTDD that can be deployed as an enhancement to FDD in the paired spectrum, that requires the paired spectrum? -- also, is FDD HSDPA as spectrally efficient as WTDD? -- finally, is/could there be such a thing as WTDD HSDPA, or does WTDD already effectively incorporate the data transmission efficiencies of HSDPA?
thanks
GO MAVS!
redhot -- you speak as one eager to bid (eom)
snowblow5 -- if there is a hostile offer and you do not tender your shares, then at least in general you will be entitled to your share of the poison -- not sure if only 1,000 share pieces are sufficient to each get a full share of the poison; doubt if whether you bought before or after 1/3/97 is relevant -- in any event, the point isn't the value of the poison shares, but the separate voting control over key transactions that their non-bidder holders (almost certainly) will have; by definition, the poison shares will end up only in the hands of those who did not tender, i.e., those it will be safe to say oppose the takeover as offered
it's been a good while since I went through the materials available re IDCC's poison pill, a/k/a 'shareholders' rights plan', and I do not intend to go back through them anytime soon (just not an effort that's going to yield any significant new understanding at this time, imo) -- my present comments are based on what I recall from that earlier study of the information available re IDCC's poison pill, and on my experience in general with such plans
nessco -- well, they certainly could be, at least to some extent
every extra option share is another dollar lost for every dollar the bid is less than what members of the BOD may then see as a reasonable discounted present value of the foreseeable near- to mid-term future value of a still-independent IDCC
and of course there is also the other side of it; assuming a bid is a stock-for-stock bid, even if it is seen as currently fairly priced, will the stock to be received in exchange, of the company then including IDCC, have any comparable potential for further growth in value following the takeover as a still-independent IDCC would have had going forward?
so anyway, those options are not absolute insurance against anything, but they could tend to help guide our current BOD to defer consideration of any offer until after certain additional objectives have been accomplished and the same have been factored into IDCC's stock price (my hope), or at the least to hold the bar pretty danged high in terms of any price they might consider in the meantime
for the record, I discount any argument that IDCC somehow 'needs' to be acquired, whether in order to be able to continue successfully executing its business plan, or to be able to come up with a good business plan, or to even just survive -- I just don't see any of that at all; I think the business plan is fine, and progress so far is fine -- I mention this only because it is the other classic argument (beyond "an offer that cannot be refused", i.e., the good/great price offer) that can be and often is made for a takeover
Desert dweller -- by definition a pill is no help against any takeover approved by the BOD; so of course your case does not as such contradict what I said -- that aside, I hear what you're saying; twice I've held shares that were converted via a "friendly" takeover at a price well below what I would have considered "friendly" at the time -- I'm hoping IDCC's current BOD is not interested in having IDCC acquired any time soon (and this is one respect in which I don't mind all the options that have been granted, even/in particular including HG's)
stitch81 -- that few pills are ever triggered is actually the proof they do work -- why are there so few hostile takeovers attempted any more, anyway? -- the pills aren't meant to fend off all takeovers, just hostile attempts -- think about it . . .
also, I believe IDCC's pill triggers automatically once the wire is tripped
redhot -- Nope, I still can't agree with your take on this.
In IDCC's case your scenario is (of course) precisely what would trigger the poison pill; and all stockholders who did not tender their shares into the offer would then also hold a new class of stock, which would have rights almost certainly including voting rights including, among others, a separate vote (a vote that btw would exclude any shares of the new class that might at any time be acquired/held by the bidder) on any merger, including the squeeze-out/cram-down merger needed to complete the takeover. (I say 'almost certainly' only because the actual properties of the new class of stock are kept -- quite deliberately -- a closely-guarded secret, and to some extent apparently/presumably would be set by the BOD at the time to fit the circumstances.)
Accordingly, the bidder would not be able to finish the takeover, and those stockholders who wanted to remain stockholders and thus did not tender would indeed remain stockholders, holding both their original common shares and 100% (of the shares eligible to vote) of the pill's new class of stock. And notwithstanding your assertion that "As soon as a buyer can obtain some majority percentage of the voting shares, litigation will push aside any management objections.", the bidder would hardly be able to simply wipe away the pill via litigation, at the least not easily or quickly (if indeed at all), so that the result you postulate would not be particularly likely, let alone inevitable. For the record, I consider it highly likely that IDCC's pill has been duly and validly adopted, and that it is written well enough that it would be found under challenge to be valid and enforceable in all material respects under applicable (PA) law (where of course PA law itself is particularly favorable to poison pills, to boot -- which btw is why I consider rmarchma's proposed edict to IDCC that it reincorporate in DE to be inapt and ill-considered).
(And fyi, I do know how poison pills work -- I've written them; part of my background in the theory and the practice of hostile takeover attempts, from both sides.)
redhot -- your quote below is exactly wrong:
"A 'poison pill' is by-passed when a buyer solicits shares directly from the shareowners without the blessing of management."
The poison pill is triggered by a hostile takeover attempt -- i.e., when a buyer solicits shares in that manner.
OT: Windows Critical Update Alert (eom)