TPBV: Tropical Beverage Sues Offshore Investment Firm for $100M in 'Death Spiral' Plot Charging Fraud, Conspiracy, Interference with Economic Advantage, and Defamation
Thursday March 9, 3:18 pm ET
Scheme to Manipulate Stock and Take Control of Company Alleged
SANTA ANA, Calif.--(BUSINESS WIRE)--March 9, 2006--Tropical Beverage (Pink Sheets:TPBV - News), a producer and distributor of value-added water-based beverages, today announced that it has filed suit in the Superior Court for the State of California, County of Orange against Randall S. Goulding and The Nutmeg Group, an offshore investment group based in the Virgin Islands and headquartered in Chicago, IL, and 500 unnamed defendants. The suit alleges that among other things, commencing in the spring of 2005, defendants, working in concert, hatched a plan to illegally obtain a substantial number of additional shares of stock than those actually purchased by Nutmeg and to force resignation of Tropical's officers and board members. In 1994, Goulding was convicted by a United States District Court of 18 counts of fraud, conspiracy to defraud the United States, and illegal transportation of monetary instruments, at least one of the charges being a felony. His sentence included incarceration, probation and restitution. Goulding, an attorney, was subsequently determined by the Illinois Attorney Disciplinary Commission to have engaged in illegal conduct involving moral turpitude, dishonesty, fraud, deceit or misrepresentation, and conduct prejudicial to the administration of justice. His Illinois law license was suspended for four years between 1994 and 1998.
Goulding, the managing Director of Nutmeg, dumped millions of shares of stock driving share price dramatically down to the injury and detriment of the shareholders. The suit further alleges that Goulding then threatened to go public with information he knew to be false, inaccurate, misleading and/or confidential, or he would sue Tropical and its officers and directors individually unless they signed a "death spiral" agreement. The agreement, which was rejected, would have required the resetting of stock price after which the deflated stock prices which Nutmeg had driven down would enable it to "take over" at least 70% of Tropical's stock, thus enabling it to force management to relinquish control of the company.
The suit seeks money damages for past and future lost profits and business opportunities in excess of $20M, for injunctive relief, and for punitive damages in the amount of $80M.
As part of the ongoing conspiracy, Tropical claims that Goulding and Nutmeg filed a suit in Illinois State Court accusing Tropical, its officers and directors, of fraud, mismanagement, and misuse of corporate finances. Goulding then issued a press release announcing the filing of a lawsuit and making many false and defamatory statements about Tropical and its officers and directors. Tropical has retained Steven Rosenberg, a Chicago-based former Assistant Illinois Attorney General specializing in security litigation to represent it. He has removed the case from Illinois State Court where it was filed to the same United States District Court where Goulding was convicted. Tropical will file a counter-claim in Federal Court seeking substantial damages.
Chris Lotito, CFO and Board member of Tropical, made the following comment about the litigation: "We had no idea of Mr. Goulding's criminal past when he was introduced to us and represented himself to be a legitimate potential investor. We also learned that Mr. Goulding is a chronic litigant involved in numerous previous lawsuits, that he in the past has sued companies that he and associates have invested in and, in 2001, was sued in Florida by a company named Eagletech Communications for fraud, conspiracy, and inducing it to enter into a 'death spiral' scheme not unlike what he unsuccessfully tried to force Tropical to do." Lotito added: "Unfortunately, the legal and financial costs of such organized attacks, along with the negative reaction by the public and investment community weakens companies victimized by such tactics such that there are few choices but to submit to what is, in essence, financial terrorism. We will vigorously pursue these people, expend whatever resources are necessary, and are confident that in the end, we will not only prevail but recover appropriate damages. We remain committed to our products, our clients, and our shareholders and we will be issuing announcements about exciting new business agreements and opportunities, the details of which will be released in the near future."
Disclaimer: Certain statements in this news release may contain forward-looking information within the meaning of Rule 175 under the Securities Act of 1933 and Rule 3b-6 under the Securities Exchange Act of 1934, and are subject to the safe harbor created by those rules. All statements, other than statements of fact, included in this release, including, without limitation, statements regarding potential future plans and objectives of the company, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Technical complications that may arise could prevent the prompt implementation of any strategically significant plan(s) outlined above. The company cautions that these forward-looking statements are further qualified by other factors. The company undertakes no obligation to publicly update or revise any statements in this release, whether as a result of new information, future events, or otherwise.
Chris Lotito, 714-210-8998