All,
FYI
I received a fax from Lance Lazzaro giving written permission for anyone to publish his below letter to Computer Concepts Corporation c/o George Aronson.
The below letter is in it's entirety.
George
==================================================
Lazzaro and Gregory, P.C.
360 Court Street Suite 3
Brooklyn, New York, 11231
Telephone 718-488-1900
Lance Lazzaro
Samuel Gregory*
Randall Lazzaro*
*Admitted in NY & NJ
September 10, 1998
George Aronson Chief Financial Officer
Computer Concepts
80 Orville Drive
Bohemia, New York 11716
via fax 516-563-8085
Dear Mr. Aronson
Please be advised that your company and your president, Daniel Delgiorno, Jr., I believe, have committed serious misrepresentations with regard to public statements that your company has made which shareholders have relied upon to their detriment. You have given an impression to the public at large that 1998 would be a year of profitability for the first time in the company's history based on operations. Your May 27, 1998 announcement confirmed Wall Street Estimates of $ .57 EPS for 1998. Wall Street estimates were based on profits from operations and not the sale of a capital asset. Is is clear by your second quarter 1998 announcement that your previous statement of profitability based on operations was never a credible announcement and has caused the share price to directly decrease based on a lack of honesty in your company's announcements.
In December of 1997, your company made an announcement with regard to British Telecommunications which stated that the company would receive substantial revenue from BT in 1998. There has yet to be any revenue generated from BT to date, and yet you company releases an announcement of substantial revenue. In the early part of 1998, your company also made representations of the profitability from operations for 1998 which I believe made with reckless disregard for the truth. Your investor relations person, Gary Kolesar, confirmed to myself as well as several other investors, profitability from operations and not from the sale of a capital asset.
The stock is being punished, not from the market, but from management's inability to communicate in a fair manner with shareholders in general and the public at large. I have spoken to a substantial number of shareholders who have authorized me to send you this letter and demand that a SHAREHOLDER MEETING BE CALLED BY THE COMPANY FOR REMOVING ALL FIVE BOARD MEMBERS FOR CAUSE. this company is accountable to the shareholders of record, and time is of the essence in requesting a shareholder meeting to discuss the future of the company and the leadership that the Board of Directors has given it to date.
I believe a compromise may be in order if James Cannavino were given the title of Chief Executive Officer for the company and nominated for Chairman Of The Board. Joe Markus is to be made President of the company and nominated for a board position. Judy Carter will be nominated for the third Board position. Two shareholders of record (to be determined) will be nominated for the fourth and fifth positions of the board. Daniel Delgiorno, Sr. and Daniel Delgiorno, Jr. must resign for the company, effective immediately.
I am providing a copy of this letter to the Securities and Exchange Commission and NASD Regulators, along with copies of all press releases, which I believe were designed to mislead the public.
At this point, I have not made a determination of bringing a class action lawsuit with regard to the misleading statements and will await your reply to this letter.
If you have any questions, please do not hesitate to contact the undersigned.
Thank you for your attention herein.
Very truly yours,
LAZZARO & GREGORY, P.C.
By: [Signed] Lance Lazzaro
LL/tk
via fax and Cert. mail R.R.R.
cc: Securities and Exchange Commission
NASD Regulators |
