November 1999
In a separate transaction, several shareholders of the Company
transferred an aggregate of 1,345,533 pre-split shares to eleven persons,
including, several persons who are affiliated with the investor group which has
agreed to make the $25,000,000 equity investment in the Company as described
above.
Immediately after the Closing, the Company effected a forward split of
5.435034 for one, resulting in 20,000,000 post-split and post-closing shares of
the Company's Common Stock.
secinfo.com
Filed: December 1999
Court: U.S. District Court Eastern District of New
York
Plaintiff: Integrated Technology & Development, Inc.
and Israel Letzter.
Estimated Exposure: None.
Summary: Integrated Technology & Development, Inc. and
Mr. Israel Letzter filed a claim in the U.S. District
Court Eastern District of New York (the "Court"),
alleging breach of fiduciary duty, fraudulent
securities filings and securities fraud in connection
with the sale by OSCM of CCM to AMCI International.
In an opinion filed on May 24, 2000 the Court
characterized the plaintiffs' claims generally as
securities fraud under section 10(b) of the Securities
Exchange Act of 1934 and discussed them collectively
when it dismissed all claims of securities and fraud
for failure to allege all elements of the crime. As
noted above, this action was brought in federal court.
Jurisdiction of the Court was based on the alleged
federal question. Since the dismissed claim of
securities fraud was the lynchpin for federal question
jurisdiction the complaint should have been dismissed,
but for plaintiffs' right to amend the complaint as a
matter of right pursuant to the Federal Rules of Civil
Procedure. After receipt of the Judge's Order, the
Company served an answer which foreclosed the
plaintiffs' right to amend the complaint as of right
and the plaintiffs have never filed a motion for leave
to amend the complaint. While the case has not yet
been formerly dismissed, the Plaintiffs have instructed
their counsel to drop the matter.
Who is IDT?
"They bought the shares a while ago, and I don't know who they are".
It became evident later that he absolutely did know that IDT was Israel Letzter's compay.
Three days later, the company's public relations person gave me the official list of shareholders and some results. They were unrecognizable.
According to the new list, Israel Letzer and IDT as a group held 23% of the shares, Rami Adler 13%, Aharon Rosenfeld 11%, IDTI 23%, various managers 2%, the subsidiary 14%, and the public 14%.
I asked Adler who IDTI was. "It's an Arab group", he answered. This revealed for the first time that the investors from Arab countries with whom OSCM signed an agreement to set up local shopss.com sites and communications networks in their countries were a party at interest in the company. Their interest was not so small, either: 23%. Furthermore, the same investors, IDTI, are involved in the transaction for transferring assets and business of shopss.com to ACMI, now called Shopss. OSCM received $5 million and 60% of the company.
Israel Letzter, an ultra-orthodox businessman from Netanya, is the mystery man of the story. To answer our questions, he sent his brother-in-law, who didn't give his name. The brother-in-law said that IDTI had communications business in the US, Canada, Turkey, Nigeria, Ghana, South Africa, Laos, Cambodia, and Vietnam. No, he doesn't operate in Israel, and he has no current business relations with OSCM besides the shares that he holds. No, you can't talk to him. He studies Torah in yeshiva and is very busy.
Efi Landau
30.11.1999 17:58 |
