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September 08, 2010, 01:36:07 PM
Krause Kalfayan Benink & Slavens, LLP Announces Filing of Derivative Lawsuit Against Unico, Inc. (OTCBB: UNCO) Officers and Directors
SAN DIEGO, Aug. 15 /PRNewswire-FirstCall/ -- Krause Kalfayan Benink & Slavens, LLP filed a derivative lawsuit yesterday in San Diego Superior Court on behalf of Unico, Inc. shareholders charging Unico, Inc.'s officers and directors with gross negligence and breach of fiduciary duty in connection with dozens of cookie-cutter settlements with Unico creditors that caused significant harm to Unico.
Unico, Inc. (http://www.unicomining.com) is a publicly-traded company in the precious metals mining business with offices at 8880 Rio San Diego Drive, 8th Floor, San Diego, CA 92108.
The lawsuit alleges that under the leadership of Unico's Chairman of the Board Ray Brown, CEO Mark Lopez, and CFO Ken Wiedrich, Unico issued 72 convertible debentures to third parties ('creditors'), primarily located offshore in the Turks and Caicos, during the past four years. Although the debentures were convertible to common shares at a share price of 50% of the prior day's closing price, Unico entered into settlement agreements with the creditors which required it to issue shares at conversion prices of 8% to 20% instead.
According to the lawsuit, the settlements were not products of arms-length negotiations. Instead, defendants colluded with the creditors utilizing court-approved settlements as cover to issue hundreds of millions of freely-trading and cheaply-obtained shares to the creditors under a securities registration exemption, Section 3(a)(10) of the Securities Act of 1933. Section 3(a)(10) provides that securities issued in exchange for bona fide claims where the terms are approved by a Court, need not be registered for offer or sale with the Securities and Exchange Commission ('SEC'.)
The lawsuit points out that all of the settlements were approved by a state court in Sarasota, Florida, a jurisdiction with no connection to any of the parties and without notice to Unico's shareholders. The attorney representing Unico in the Sarasota actions and the attorney for the third-party creditors share the same office space in Sarasota.
Also named in the lawsuit was Shane Traveller, who is Ken Wiedrich's son-in-law and Traveller's company, Javelin Advisory Group, Inc., a consultant to Unico. Traveller was recently named as a defendant in an SEC civil action and has been a principal of other publicly-traded small-cap companies.
The suit seeks not less than $20 million.
About Krause Kalfayan Benink & Slavens, LLP: KKBS is a boutique law firm located in San Diego, CA representing consumers, shareholders, and businesses in individual and class action litigation. Partner Eric J. Benink is a former enforcement attorney for the Department of Corporations, California's state securities regulator.
SOURCE Krause Kalfayan Benink & Slavens, LLP
Source: PR Newswire (August 15, 2008 - 9:33 AM EDT)
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