Hi Suzanne,
I can certainly understand your anger and moral indignation, but must respectfully disagree with your conclusions. In the corporate world it is quite common for one company to buy only the assets of another company in order to obtain something the other company has and not purchase the liabilities on the balance sheet such as long-term leases and other debts. Perhaps that is how the old expression that "business is business" was derived and whether you and/or I agree with it morally is irrelevant.
<< If the joker signed a contract promising to provide certain goods and services, and failed to do so, there is one--AND ONLY ONE--action to take. Make it right! If he owed you money and was receiving $250,000 per year in salary, would you be interested in who was paying that salary? I would. >> And I agree with you completely, but, this individual (as you so correctly stated) is the ONE who signed the contract with the former dealers of his apparently defunct corporation... NOT TSIG (your and my company) or you or me personally. If their allegations are correct and valid, there is a legal remedy for them in the courts (both civil and criminal) against the party or parties who breached their contract. And yet Mr. Rogu, et al, have apparently not chosen this route because we perhaps have only heard one side of the story and, more importantly, perhaps they have no case. Much is being made of this supposed $250,000/year salary Mr. Piercy is proportedly receiving. Are you so sure he is receiving anything from TSIG at all at this time? My understanding, and I am certainly open to correction, is that this was part of the package IF and WHEN the "deal" for the acquisition of the assets for CCI(Nevada) was completed and signed-off... which we all know has yet to occur. Perhaps that was part of the reasoning behind Rob Gordon adding the addendum to the contract for purchase giving TSIG a constantly renewable exclusive right in perpetuity to the use of the name "MusicCard"(tm) rather than an outright purchase of the assets of CCI(Nevada). But, let us look at this from another perspective. If, in fact, Piercy is receiving a salary from TSIG, then it certainly would be easy enough to obtain a judgement in court against him and if the judgement was not paid according to law, the plaintiffs could readily garnish his salary from TSIG or anyone else for that matter. They certainly have more than enough legal remedies to pursue, but they have chosen rather to defame TSIG and its' management... our Company... which had and has no relationship with them. IMHO, I do not believe they have been able to obtain a reputable attorney to take their "case" and have chosen instead to attempt to criminally extort monies from TSIG... thereby directly hurting you and me and the rest of the TSIG shareholders.
Below is a response I posted on RagingBull which addresses this subject:
<<You are definitely not alone in your thinking and response to Mr. Rogu. Besides the defamation and apparent distortions of many of his comments, it seems quite obvious to me that he appears to be attempting with his colleagues to extort monies from TSIG which he knows only too well (and by his own admission) has no relationship with his contractual arrangements with DP Enterprises or the old CCI (Nevada). To the best of my knowledge, attempted extortion is a criminal offense. His publishing of this website link on the TSIG thread certainly shows malicious intent on his part and that of his colleagues to cause harm to TSIG and its' shareholders. IMO, not only should TSIG consider getting an immediate injunction against Rogu, et al and file litigation for intentional and malicious defamation and tortious interference, but perhaps the shareholders should consider starting their own action. In addition, based upon his own statements in his "website", IMO filing an immediate complaint of criminal extortion with the Suffolk County District Attorney or the New York State Attorney General or the U.S. Attorney General may well be in order. His complaints were made on the threads before (as you stated) and he was given the answers. If he or any of his colleagues could get a reputable attorney to find a legitimate cause of action against TSIG, I think you will agree they would already have done so. I feel badly that he and other old dealers may have gotten burned in the past, but perhaps they did their DD on their investment after the fact... which, IMO, shows their business acumen to begin with. Many businesses fail every year and thousands of people lose money buying franchises every year, but they don't attempt to destroy and extort monies from a legally unrelated company. I certainly hope Mr. Rogu and colleagues have "deep pockets" because, IMO, they're going to need them quickly. And, BTW, it's too late for them to transfer their assets. >>
Suzanne, I can understand your feelings of empathy for the old dealers and I share those same feelings... or at least I did until they tried this stunt. They made an investment which didn't work out. If they believe it was due to fraud then there are legal remedies available to them against Piercy and/or his companies or the parties with who they had a contract. BUT, THEY HAD NO CONTRACT OR RELATIONSHIP WITH TSIG AND DO NOT TO THIS DAY!!! And for anyone to think the posting of that website by Rogu, et al, and then the posting of a link to it on a TSIG thread is anything less than an attempt at criminal extortion by Rogu, et al, is, IMO, wearing a blindfold. Fortunately for us as TSIG shareholders, but not Mr. Rogu and his colleagues, I was able to obtain a written communication from Mr. Rogu strongly confirming my point. This is being faxed to Rob Gordon immediately, but for obvious reasons I cannot and will not divulge its' contents or source. Those who know me are aware I do not "blow smoke" or fabricate stories. For some strange reason I have a very strong aversion to anyone messing with my investment... especially when it is done with what, IMO, is intentional malice and to obtain financial gain for the parties doing it. There are laws about that too.
The Chairman of the Board and CEO of any company is obliged in his fiduciary capacity to protect the Company and its' shareholders when negotiating any contract. Rob Gordon, as I have stated before, is one of the best dealmakers I have come across in my 40+ years of investing. I believe he did his job and protected us well.
Mr. Rogu has listed a few other dealers' names (I assume with their consent) and is apparently trying to drag others into what, IMO, is an attempt at criminal extortion and overt defamation of TSIG. I sincerely believe they will regret their actions if the consequences of these actions are answered with a summons and complaint both in civil and criminal court.
They have a simple solution to the problems they created for themselves directly and indirectly. (1)Immediately remove their website and post on all the threads a public letter of apology to TSIG and its management and shareholders... and pray that it is accepted. (2)Hire an attorney and go after the party with who they had a contract... and that is not TSIG.
Yes, Suzanne, life isn't always fair... as I'm sure all of us have learned throughout the years. But this is a business we are running. Strange that just as TSIG is starting its' entry into the world of success, Mr. Rogu reappears with a blatant attempt, IMO, to cause harm to TSIG with his defamatory comments and attempt to extort monies from them. Yes, morality is important in all dealings... business or otherwise. But can you honestly say that what Mr. Rogu has done and is doing is moral? Regardless of any of our feelings about Darrell Piercy... I don't think you can honestly say Rogu's actions are moral in any form or fashion. In fact, they are not only, IMO, immoral, but illegal and we (both TSIG and us as shareholders) do have our legal remedies. Two wrongs do not make a right... and TSIG did not have any part in the alleged "wrongs" done to Rogu, et al.
Be Right!!!... Sit Tight!!!
Best always,
Marty
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