Struthers Inc.,

[NetShoe]

C & D Shares, I had to go and read what TBone had posted.

First, when ever I invest in a company, I always ask, 'If I was the CEO, would I do that or make that decision?; If YES - Then Why?; If NO - Then Why?" And then I will invest accordingly.

The (C) Shares: If I was the CEO of Struthers, and had taken this company from nothing but a concept to what it is today, I would definitely want to protect it and the (C) Shares gives that protection.
**From Form 10:
The consent of the holders of all of the outstanding Class C Stock and Class D Stock shall be required for
(i) any merger or consolidation of the Registrant with one or more other corporations and or entities in which the shareholders of the Registrant immediately prior to such merger or consolidation hold majority of the voting power of the Registrant and immediately after such merger or consolidation would hold stock representing less than a majority of the voting power of the outstanding stock of the surviving corporation; See NOTE:
(ii) the sale of all or substantially all the Registrant's assets;
(iii) the liquidation or dissolution of the Registrant;
(iv) the declaration or payment of any dividend on the Common Stock (other than a dividend payable solely in shares of Common Stock); or
(v) any action which the holders of the Class C Stock and Class D Stock believe to be contrary to the best interests of the Registrant.
NOTE: Ref Item (i) above, if the Registrant after such merger would hold stock representing MORE than a majority of the voting power, then the vote of all CLASS (A) holders would be required before the merger.

I believe this is our ACE-IN-THE-HOLE. This prevents SYSCO, SMITHFIELD, or any other big corporation from performing a takeover. These big companies could have come in took over, use the technology and leave the STRU shareholders in the PIG-PEN. I agree with the (C) Share concept 100percent.

(D) Shares: TBONE, if I read it right is concerned that the holders of the Class D shares could buy our stock from us.
Let me just say, if I own stock, no one is going to buy it from me unless they pay me my asking price, end of story.
The form 10 states the holders of Class D shares can at certain times buy common shares which are oustanding and issued. Now if they are outstanding then they are issued. If they are issued then they are outstanding. Can they buy your shares? NO. Can they buy shares which are in the float and are free to trade, YES. So WHAT IS THE BEEF? Am I missing something here?

***From the FORM 10;
The shares of Class D Stock, as a unit, shall have the right, at the option of the holders thereof, their designees, assignees, heirs and/or legal representatives, to purchase on the first day of January and on the first day of July of each year shares of Common Stock aggregating in number 2 1/2% annually of the issued and outstanding stock of the Registrant. For this purpose, the number of issued and outstanding shares shall be fixed at a maximum of 100 million shares or the then outstanding stock, whichever is less, and a minimum of 50 million shares or the then outstanding shares, whichever is greater. The purchase price shall be equal to 10% of the average of the bid and asked price of the Registrant's shares during the ten day trading period immediately preceding the first day of January and July of each year.




Cheers

Voluntary Disclosure: Strong Buy : Long and Short Term