Chantal Pharmaceutical files suit against dissident shareholders, accusing them of violating securities laws, reneging on agreement to support the new board of directors and accusing Paul Locigno of having defrauded the company in connection with Asian distribution agreements.NEW YORK--(BUSINESS WIRE)--June 19, 1997--Chantal Pharmaceutical Corp. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :CHTL) announced that it has filed a complaint in the U.S. District Court, Southern District of New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of against all of the shareholders who had on June 11, 1997 filed a Schedule 13D Schedule 13D An form that must be filed with the SEC under Rule 13D when a person or group acquiring more than 5% of any class of a company's shares to disclose this information within 10 days of the transaction. with the Securities and Exchange Commission and Rollins International, ManAssist International Co. (a Rollins International affiliate) and Lamont Asset Management S.A. The complaint alleges that the Schedule 13D is false and misleading, that the defendants have violated the Federal securities laws relating to the solicitation of proxies, that Paul Locigno, a central figure in the Schedule 13D filing, through Rollins and ManAssist had arranged for a secret commission on the company's Asian product sales, that Peter Ting and Donald Wright (also central figures in the Schedule 13D) had disseminated false information about the company, to drive the stock down and thereby facilitate a takeover of the company. The suit also alleges that the defendants were misleading the public in using the name and reputation of Georgette Georgette Mary Richards’ coworker and Ted Baxter’s wife; epitomizes gullibility. [TV: “The Mary Tyler Moore Show” in Terrace, II, 70] See : Gullibility Georgette Ted Baxter’s pretty, ignorant wife. Mosbacher by floating the suggestion that she would become the chief executive officer of Chantal Pharmaceutical Corp. in the event their takeover efforts were successful. While the Schedule 13D filing notes that no agreement had been reached with Mosbacher to that effect, the company alleges that Mosbacher has refused to become an executive of the company through an acrimonious fight among shareholders, and therefore her name should not have been used at all. The suit alleges that Ting and Wright spread false information about the company in an effort to drive the stock down to $1.00, both to create stock trading profit Trading profit The profit earned on short-term trades of securities held for less than one year, subject to tax at normal income tax rates. trading profit opportunities, and to make it easier to unseat the company's management. The company had recently announced the addition of Polly Bergen as chief operating officer Chief Operating Officer (COO) The officer of a firm responsible for day-to-day management, usually the president or an executive vice-president. , Joseph DeKama as executive vice president directing the company's marketing and distribution, and the addition of five new directors. The suit alleges that the election of the additional directors, and the appointment of Bergen and DeKama, occurred following an agreement with the defendant shareholders, by which the defendants agreed to support the re-election of management if those additions were made, and the termination of the company's U.S. distributorship agreement accelerated. The company alleges that the defendant shareholders, after having obtained the agreed to results, reneged on their agreement. The company's annual meeting will be held on July 17, 1997 in Los Angeles. Bergen, the company's chief operating officer, today stated that she is proud to be part of the enhanced management team, is confident of the company's future, and believes it unlikely that the company's shareholder body will support the dissident group. "The dissident group contains people who have irresponsibly harmed this company and our shareholders will realize that this group should not be trusted with the company's management," she said. Chantal Pharmaceutical Corp. and its marketing subsidiary, Chantal Skin Care Corp., have executive offices, telemarketing and warehouse facilities in Los Angeles, with a laboratory in Kaiserslautern, Germany. In addition to marketing the Chantal Ethocyn Skin Care line, the company is engaged in the research and development of products for androgen androgen (ăn`drəjən): see testosterone. androgen Any of a group of hormones that mainly influence the development of the male reproductive system. mediated disorders such as acne, hirsutism Hirsutism Definition Excessive growth of facial or body hair in women is called hirsutism. Description Hirsutism is not a disease. The condition usually develops during puberty and becomes more pronounced as the years go by. , male pattern baldness male pattern baldness n. A progressive, diffuse loss of scalp hair in men that begins in the twenties or early thirties, depends on the presence of the androgenic hormone testosterone, and is caused by a combination of genetic and hormonal factors. , benign prostate hypertrophy hypertrophy (hīpûr`trəfē), enlargement of a tissue or organ of the body resulting from an increase in the size of its cells. Such growth accompanies an increase in the functioning of the tissue. and the treatment of certain cancers. CONTACT: Martin E. Janis & Co. Inc., Chicago Bev Jedynak, 312/943-1100 |
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