Rich and all..........
As I read the 8-k form filed with the SEC yesterday, I started a chronology of events to keep things straight in my mind. Pretty enlightening.
12/2/97 - IMES signs a partnership with CDN for design work. Shareholders are not informed of the potential of this agreement.
2/5/98 - Dr. Neches resigns from the board of IMES.
2/11/98 - George Smith resigns? as CEO of IMES.
2/11/98 - Dr. Hoevel resigns from the board of IMES and assumes the role of CEO.
2/17/98 - In one of the first acts of his new assignment, Dr. Hoevel signs a promissory note to IPIQ Corp., headed by the recently resigned Dr. Neches. The note, for $135,000, is collateralized by basically everything IMES owns including patents, intellectual property and assets.
3/1/98 - The promissory note goes into default, apparently with the consent of the board and principals of the co.
3/6/98 - IMES (now IPIQ) receives a payment of $140,000 from ZSP, enough to satisfy the repayment of the promissory note and probably pay the interest as well. Instead, the money is used for "other operating expenses". My guess would be payroll and rent. The entire company could have been purchased back, but other things were more important. The amount of the total ZSP contract (4 to 5 million estimated) is never released to the shareholders to this date.
3/17/98 - Fifteen days after the fact, a form 8-k dated 3/2/98 is filed with the SEC documenting most of what I have posted here.
Makes for an interesting read, doesn't it? An entire corporation, whose technologies could have brought tens of millions at auction, is sold for $135,000 by an ex board member to another ex board member apparently with the consent of all board members. No one is approached by the board to help in repaying the $135,000 to keep the co. afloat. Instead, we are now being told that we need to come up with 5 or 6 million dollars if we don't want IPIQ to take over the co. One breach of fiduciary responsibility occurred when the board deemed it a good business tactic to attach the whole corporation to a payroll loan of $135,000. I'm sure it seemed like a real good deal at the time.
Greg Werner |
