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Important Legal Notice to Current Holders of Pegasus Wireless Corporation Common Stock From Fazio | Micheletti LLP

SAN RAMON, Calif., March 19, 2012 /PRNewswire/

Fazio | Micheletti LLP has negotiated the settlement of a shareholder derivative action brought on behalf of former Fremont, California-based Pegasus Wireless Corporation ("Pegasus") against several former members of Pegasus's Board of Directors ("Defendants"). 

The case is Chen v. Jasper Knabb, et. al. (Alameda County Superior Court, Case No. RG 07310978).

Plaintiff Chen, a current Pegasus shareholder, alleges that in June 2006 Pegasus's former President and CEO, Jasper Knabb, agreed to purchase 1,250,000 shares of Pegasus stock for $8 per share.  In September 2006, the price of Pegasus stock had plummeted to less than $1 a share, yet the Pegasus Board of Directors voted to approve the repurchase of 870,375 shares of the stock Knabb had purchased for the original price of $8 a share-roughly eight times the then-current purchase price-causing Pegasus to effectively give away several millions of dollars to Knabb.  The Defendants who appeared in the action (the "Individual Defendants") dispute these allegations and deny any liability.

Summary of Proposed Settlement. Following extensive discovery, litigation, and mediation, the Individual Defendants and their insurer have agreed to (1) pay a total of $1,450,000 ("Settlement Fund"), which shall be used to compensate Pegasus, pay the attorney fees and expenses Plaintiff's counsel incurred as a result of prosecuting the case, and pay an incentive award to Plaintiff in amounts to be approved by the Court, and (2) to pay up to an additional $50,000 in notice/administration costs (with any costs in excess of $50,000 to be paid from the Settlement Fund). 

In exchange, Pegasus's claims against all Defendants will be released and the action will be dismissed.

Because the lawsuit is a derivative action brought on behalf of Pegasus, and is not a class action brought on behalf of shareholders, no shareholder will be compensated directly by this settlement and, therefore, there is no claims procedure for shareholders.

The Settlement Agreement and a Detailed Notice of Proposed Settlement can be obtained from several sources, including http://www.PegasusSettlement.com or from Plaintiff's counsel (below).  Those documents contain important additional legal information.  PLEASE READ THEM.

You Have a Right to Object/Comment on the Settlement.  Any current Pegasus shareholder who wishes to comment on or object to the proposed settlement has the right to file a comment/objection and appear at the Settlement Hearing, provided you comply with the procedures set forth in Section 8 of the Detailed Notice prior to 05-15-12, including filing your objection with the Court Clerk, Alameda County Superior Court, 1225 Fallon Street, Oakland, CA 94612 and serving a copy on all counsel listed below.  Requirements also include the need to establish that you currently own Pegasus stock.

Notice of Hearing. A hearing will be held on 06-06-12 at 3:00 p.m. before the Honorable Steven Brick, Department 17, 1221 Oak Street, Oakland, CA 94612, to determine: (1) whether the Settlement should be approved as adequate, fair, and reasonable; (2) whether the action should be dismissed with prejudice as set forth in the Settlement Agreement; (3) the award of Plaintiff counsels' attorneys' fees and costs and incentive award to Plaintiff of $2,500; and (4) any other necessary matters.  Plaintiff's counsel intend to request a fee of $500,000 plus their litigation costs of $17,900, which are less than the amounts counsel actually incurred in prosecuting the case. 

All dates are subject to change.  Any changes will be posted on www.PegasusSettlement.com.  Please check for updates.

Release. If the settlement is approved, shareholders will be bound by the decision and will be deemed to have released any derivative claims that have or could have been brought in the Action.  Individual claims will not be released.

SEE THE DETAILED NOTICE AND SETTLEMENT AGREEMENT FOR IMPORTANT REQUIREMENTS FOR FILING OBJECTIONS AND FOR THE FULL RELEASE.


Counsel For Plaintiff:
Jeffrey L. Fazio
Dina E. Micheletti

Fazio | Micheletti LLP
2410 Camino Ramon, Ste 315
San Ramon, CA, 94583
http://www.fazmiclaw.com
(925) 543-2555


Counsel For Individual Defendants:
Susan S. Muck
Felix S. Lee
Jennifer Bretan

Fenwick & West LLP
555 California Street, 12th Floor
San Francisco, CA 94104
http://www.fenwick.com
(415) 875-2300
 
DO NOT CONTACT THE COURT WITH QUESTIONS ABOUT THIS SETTLEMENT

SOURCE: Fazio | Micheletti LLP

http://www.prnewswire.com/news-releases/important-legal-notice-to-current-holders-of-pegasus-wireless-corporation-common-stock-from-fazio--micheletti-llp-143302056.html


SEC Demands $30M from Pegasus Wireless (May 27, 2009)
 
SAN FRANCISCO (CN) - Pegasus Wireless Corp. and its president Jasper Knabb and CFO Stephen Durland defrauded the market for $30 million by issuing hundreds of millions of shares to, among others, Knabb's in-laws and mistress, and lying about it, the SEC claims in Federal Court.

The SEC claims Knabb and Durland forged and backdated documents, falsely told the SEC that they owned "only minimal amounts of shares," and inflated the putative value of "this once unheralded penny stock [to] a market capitalization of more than $1.4 billion. Unbeknown to investors, however, Knabb and Durland secretly controlled hundreds of millions of Pegasus shares, which they dumped on individual investors and the open market through 2006 and 2008, as Pegasus' share price steadily declined to pennies."

The SEC says Knabb and Durland "reaped more than $30 million through their securities law violations. They used the funds to support their extravagant lifestyles, including the purchase of homes, boats and sports cars."

The SEC claims that the two men "were basically printing Pegasus shares to enrich themselves. By February 2008, Pegasus had issued more than 75 percent of its total outstanding shares in this fraudulent manner."

The SEC seeks disgorgement, penalties and an injunction.
 
URL: http://www.courthousenews.com/2009/05/27/SEC_Demands_$30M_From_Pegasus_Wireless.htm


SEC Litigation Release: http://www.sec.gov/litigation/litreleases/2009/lr21060.htm

SEC Complaint: http://www.sec.gov/litigation/complaints/2009/comp21060.pdf

SEC Investigation Documents: http://www.4shared.com/dir/9918156/c3880480


Pegasus Wireless Filed For Chapter 11 Bankruptcy on January 28, 2008

Pegasus Wireless Bankrupty Court Documents:
http://www.4shared.com/dir/6353535/7e80282e
 


Shareholder Evidence Database:  http://PegasusEvidence.4shared.com

Company SEC Filings: http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001126752

 


Company Summary

Pegasus Wireless Corporation is a leading provider of advanced wireless solutions. Pegasus creates hardware and software solutions for broadband wireless networking and Internet access applications through its manufacturing facilities located in China and Taiwan. Pegasus' patented 802.11 technology is the platform for Wi-Fi technology, and the company offers cutting edge wireless products used in computer networking, industrial data transmission, and multimedia applications. Pegasus pioneered the industry's first driver-less, truly plug-and-play wireless Ethernet bridge, and the company's wireless networking products allow a higher user capacity per base station as compared to the competition. These products also offer advanced security, easy true plug-n-play installation, dynamic load balance, non-interrupting real-time roaming connectivity, e.g. VOIP, and fail-safe, self-healing mesh networking capability. Products are distributed through the company's facility located in California. 

Company Share Structure
Outstanding Shares
: 1.2 Billion (Call Transfer Agent)
Authorized Shares: 3 Billion (Increased from 100M to 3B on December 26, 2007)

Check for Share Structure Changes Here:
https://esos.state.nv.us/SOSServices/AnonymousAccess/CorpSearch/CorpSearch.aspx

Entity Name: Pegasus Wireless Corp
Nevada Corp Number: C9474-2000

Stock Transfer Agent
Olde Monmouth Stock Transfer Company, Inc.
200 Memorial Parkway
Atlantic Highlands, NJ 07716
Phone: (732) 872-2727
Fax: (732) 872-2728

Additional Info

Yahoo:
http://finance.yahoo.com/q?s=PGSW.OB
Google: http://finance.google.com/finance?q=OTC:PGSW
OTCBB.com: http://www.otcbb.com/asp/quote_module.asp?qm_page=32245&symbol=PGSW
Pinksheets.com: http://www.pinksheets.com/pink/quote/quote.jsp?symbol=PGSW


Pegasus Wireless Files For Chapter 11 Bankruptcy (January 28, 2008)

U.S. Bankruptcy Court

Southern District of Florida
West Palm Beach Division
Web Site: http://www.flsb.uscourts.gov

Case name: Pegasus Wireless
Case Number: 08-10924-PGH
Case Assigned to: Paul G Hyman Jr
Chapter: 11, Voluntary
Date Filed: 01/28/2008
Reasons for filing chapter 11: The company has no liquid assets and is defending 9 lawsuits in 5 states.


Debtor
Pegasus Wireless Corporation
277 Royal Poinciana Way, Suite 153
Palm Beach, FL 33480
Tax id: 52-2273215


Debtor Representation
Kevin C Gleason, Esq
4121 N 31 Ave

Hollywood, FL 33021
(954) 893-7670
Email: kgpaecmf@aol.com


U.S. Trustee
Office of the US Trustee
51 S.W. 1st Ave.
Suite 1204
Miami, FL 33130
(305) 536-7285
Email: USTPRegion21.MM.ECF@usdoj.gov

Bankrupty Court Documents:
http://www.4shared.com/dir/6353535/7e80282e


Pegasus Wireless Requests Shareholder Vote on Restructuring Plan (July 30, 2007, Market Wire)

Source:
http://www.sec.gov/Archives/edgar/data/1126752/000116415007000100/0001164150-07-000100-index.htm


Company Flagship Product: Cynalynx (no longer available)

PC Magazine - Cynalynx Product Review (May 3, 2007):
http://www.pcmag.com/article2/0,1895,2123912,00.asp

PC Magazine - Comparison of Cynalynx to Other Wireless Media Devices: http://www.pcmag.com/category2/0,1874,924250,00.asp
 


Pending Lawsuits Against Pegasus Wireless

Pournaras Group vs. Pegasus Wireless:
http://dockets.justia.com/docket/court-candce/case_no-3:2007cv04600/case_id-195607 (Shareholder Class Action Complaint in Florida)
Note: Formerly Mitchell vs PGSW:
http://securities.stanford.edu/1036/PGWC_01/

Keller vs. Pegasus Wireless: http://tinyurl.com/yotfsb (Shareholder civil complaint)

Guilfoyle vs. Pegasus Wireless:
http://courtgate.coca.co.clark.nv.us/DistrictCourt/asp/CaseNo.asp (Shareholder civil complaint in Nevada)

Tsao vs. Pegasus Wireless:
http://www.sccaseinfo.org/pa5.asp?full_case_number=1-06-CV-070797 (Former CEO civil complaint in California)


Convertible Debt and Share Dilution Issue

Company officers issued shares to pay 2-year convertible notes entered in 2003 and matured in 2005.

The convertible notes were allegedly acquired from a shell company that has not been disclosed to date.

2006 Q3: 5,276,016 shares issued for $263,800.80 convertible debt (See 10-Q report filed Nov 22, 2006)

2006 Q4: 10,500,000 shares issued for $105,000.00 convertible debt (See 10-K report filed April 3, 2007)

2007 Q1: 13,000,000 shares issued for $130,000.00 convertible debt (See 10-Q report filed May 21, 2007)

2007 Q2: 7,300,000 shares issued for $70,300.00 convertible debt (See 10-Q report filed August 15, 2007)

2007 Q3: 5,000,000 shares issued for $50,000.00 convertible debt (See 10-Q report filed November 19, 2007)

Total shares issued to pay convertible debt to date: 32,676,016 shares.

Total outstanding shares (as of November 19, 2007): 46,908,848 shares.

Share dilution due to convertible debt: 32,676,016 shares / 46,908,848 shares = 70% of outstanding shares (as of November 19, 2007)

SEC Filings:
http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001126752

Summary

Approximately 70% of the outstanding shares at the end of Q3-2007 were issued by company officers to pay an undisclosed convertible debt of $621,800.80.

Company officers have not disclosed the name of the convertible note holder or which acquired shell company had taken on this convertible debt.

Company officers have not informed shareholders of any attempt on their part to disqualify the convertible debt since it was not disclosed at time of settlement when a shell company was acquired.

Note: Company officers approved a 5-for-1 reverse share split effective on December 11, 2006. The stock was voluntarily de-listed from the NASDAQ Exchange on this date and the stock symbol was changed from PGWC to PGSW for unknown reasons.


Stock listed on NASDAQ Exchange on April 21, 2006

http://www.nasdaq.com/reference/200607/market_open_072106.stm

Note: Pegasus Wireless (PGSW, formerly PGWC) was a NASDAQ-listed company from April 21, 2006 to December 11, 2006

NASDAQ CEO Signature Series Video Interview with Jasper Knabb, CEO (July 21, 2006)

*
http://www.nasdaq.com/investorscenter/ceodefault.stm
* Windows Player: http://origin.vcall.com/console/getStream.asp?ID=109178
* Real Player: http://origin.vcall.com/console/getStream.asp?ID=109179


NASDAQ Listing Timeline and Events

Apr 21, 2006: Pegasus Wireless begins trading on the NASDAQ Exchange under symbol PGWC.
June 30, 2006: Russell 2000/3000 Index funds automatically purchase shares of PGWC.
July 20, 2006: PGWC rings the opening bell at the NASDAQ Exchange
Aug 28, 2006: Russell 2000/3000 Index fund re-balancing.
Sep 25, 2006: Pegasus Wireless releases PR (8-K not filed) to announce plans to voluntarily de-list from the NASDAQ Exchange.
Oct 17, 2006: Pegasus Wireless files SEC Form 25 to end listing from NASDAQ Exchange.
Dec 11, 2006: Pegasus Wireless is voluntarily de-listed from NASDAQ Exchange at end of trading day. Stock symbol changed from PGWC to PGSW.


Amax Engineering Corporation (Fremont, CA)

Pegasus Wireless acquired a 51% controlling interest of Amax Engineering on December 22, 2005.

Amax Engineering Corporation
1565 Reliance Way
Fremont, CA 94539
Phone: (510) 651-8886
Sales: (800) 800-6328
Fax: (510) 651-4119
Email: sales@AMAX.com

Web site:
http://www.amax.com/amaxres/home.asp (Engineering)
Web site:
http://www.amaxit.com (Information Technology)
Amax in the news:
http://www.crn.com/white-box/202101618

Sources:

http://www.sec.gov/Archives/edgar/data/1126752/000116415005000301/0001164150-05-000301-index.htm

http://www.sec.gov/Archives/edgar/data/1126752/000116415005000300/pegasus-8k_122005ex99.txt

 

PostSubject
#1986   No posts in 2016 from the crying towel beachsideeddy2 02/18/16 05:11:20 PM
#1985   No posts in 2015 from the crying towel beachsideeddy2 01/20/15 04:19:03 PM
#1984   No posts in 2014 from the crying towel beachsideeddy2 05/03/14 10:09:12 AM
#1983   Jasper Knabb and Stephen Durland Incarceration Update PhillyPA65 12/12/13 04:50:25 PM
#1982   Anyone know how many suckers I warned have beachsideeddy2 12/02/13 04:52:49 PM
#1981   Stephen Durland Will Move to a Halfway House PhillyPA65 10/02/13 06:57:47 PM
#1980   Brief for the United States as Appellee PhillyPA65 09/17/13 11:12:14 PM
#1979   Jasper Knabb Relocates to Terminal Island, California PhillyPA65 09/05/13 02:56:03 PM
#1978   Jasper Knabb Files for Appeal of Criminal Securities PhillyPA65 08/08/13 10:22:29 PM
#1977   Jasper Knabb Prison Tracker PhillyPA65 06/20/13 10:29:57 PM
#1976   June 5, 2013 - Motion by Jasper Knabb PhillyPA65 06/20/13 10:21:34 PM
#1975   Jasper Knabb's Sentencing Appeal - Signs of Desperation PhillyPA65 06/20/13 10:41:28 AM
#1974   HAPPY ANNIVERSARY JASPER KNABB - 1 YEAR AGO PhillyPA65 06/08/13 07:36:28 PM
#1973   Judicial misconduct? Wow. Knabb really has janice shell 05/06/13 05:13:13 PM
#1972   Jasper Knabb a Comedian Insinuates Judicial Misconduct.......... & righteous1 05/06/13 03:00:50 PM
#1971   Too bad the judge can't toss Philly in beachsideeddy2 04/22/13 11:21:36 AM
#1970   Yes, the judge did absolutely the right thing. janice shell 04/10/13 06:22:06 PM
#1969   I think they are two-of-a-kind. PhillyPA65 04/10/13 06:17:05 PM
#1968   Kind of cold of Laura, don't you think? janice shell 04/09/13 11:49:48 PM
#1967   Jasper Knabb's wife, Laura Valaas, has filed for PhillyPA65 04/09/13 11:46:14 PM
#1966   Houses still for sale here? SHO Blind 04/09/13 09:08:03 AM
#1965   Jasper Knabb's Appeal of the 21 Year Sentence PhillyPA65 03/22/13 12:51:45 PM
#1964   LOL Didn't AMAX cancel all AMAX shares Pegasus beachsideeddy2 03/14/13 05:13:49 PM
#1963   Shareholder Ownership of Amax Corp. (Fremont, CA) PhillyPA65 02/06/13 09:11:40 PM
#1962   Alms for the poor......Jay Knabb righteous1 02/06/13 09:08:38 PM
#1961   Jasper Knabb Files Motion for Extension to File PhillyPA65 02/06/13 09:08:17 PM
#1960   Hi Philly, do you have any idea of sartory 02/01/13 06:10:55 AM
#1959   Jasper Knabb's ongoing "delima's". What goes around - righteous1 01/11/13 02:17:21 PM
#1958   Lawyer Wants Out of Jasper Knabb Appeal Effort PhillyPA65 01/09/13 07:50:49 PM
#1957   Jasper Knabb Connection to Christian Eduardo Esquino Nunez, PhillyPA65 01/08/13 02:48:02 AM
#1956   Knabb aside -- doesn't anyone here take responsibility beachsideeddy2 01/07/13 08:54:20 AM
#1955   Jasper Knabb Connection to Eduardo Esquino-Nunez and Jenni Rivera PhillyPA65 01/05/13 06:30:56 PM
#1954   Jasper Knabb Files Brief of Appeal on December PhillyPA65 01/02/13 06:44:04 PM
#1953   Jasper Knabb Still Pursues Appeal of 21 Year Sentence PhillyPA65 11/18/12 09:25:06 PM
#1952   You have to give White credit. He janice shell 11/02/12 05:02:08 PM
#1951   Last public testimony from Knabb & more........ righteous1 11/02/12 02:49:26 PM
#1950   Looks as though 650 Fools failed to note beachsideeddy2 10/23/12 01:57:11 PM
#1949   If You Want A Disgorgement Fund, Contact Federal PhillyPA65 10/21/12 07:00:58 AM
#1948   Do yourself a favor, download & read the righteous1 10/19/12 11:43:34 PM
#1947   USA v Jasper Knabb - Criminal Sentencing Day PhillyPA65 10/18/12 08:31:11 PM
#1946   Extra..Extra Soon Read All About It, Knabbs Sentencing righteous1 10/17/12 09:38:04 PM
#1945   Now... who was it that was fooled, or beachsideeddy2 10/12/12 05:54:52 PM
#1944   RE: LOL you give your.............. righteous1 10/12/12 05:46:50 PM
#1943   LOL You give your money to a KNOWN, beachsideeddy2 10/12/12 05:40:23 PM
#1942   RE: LOL You think............. righteous1 10/12/12 05:00:37 PM
#1941   Actually, Knabb did try to sell the 51% beachsideeddy2 10/12/12 10:58:30 AM
#1940   LOL You think you're getting anything from that beachsideeddy2 10/12/12 10:36:37 AM
#1939   Please Contact Judge White PhillyPA65 10/12/12 02:54:19 AM
#1938   Any word from SEC? SHO Blind 10/10/12 08:15:03 AM
#1937   Jasper Knabb Sentence Appeal Schedule PhillyPA65 10/05/12 12:06:27 AM
PostSubject