Telynx (fka TLYN)

[thepennyking]

Before the R/S, in May 2001, insiders exchanged 8.3mn common shares for 1,260 Series C prefs.
- After the R/S, in June 2001, they exchanged those Series C back again for 100.1mn common.

(None of this involved any cash changing hands, I believe. Details in a 10-K filing: http://www.sec.gov/Archives/edgar/data/852164/000093066102000419/d10ksb.txt)

Hey presto! Instead of owning just over 4mn common after the 1-for-2 R/S, the insiders end up with over 100mn.

Perhaps even under Delaware law there might be some grounds for a claim against the insiders individually. It seems like a pretty gross example of insiders giving a large chunk of the company to themselves.

In May 2001 (before the R/S), these insiders held about 8.3mn out of about 183mn shares outstanding - so less than 5% of the company. As of 31 Jul 2001 (after the R/S) they held over 100mn shares of the approx 196mn outstanding - so more than 50% of the company. (The company issued a huge number of shares after the R/S & continued to do so until it went defunct.)

The biggest beneficiaries were Trenton Devlpt Ltd and Parsons Project Mgt, which ended up with 76mn shares between 'em. It's never been revealed who was behind these names, or why they should have been given this bonus. But the available info suggests that they probably have $$$, whoever they are.

Trenton showed up as a TLXX s/holder in a Jun 2000 S-3 registration along with the Allen Wolfson entities, and a group of new Middle Eastern names. This S-3 was filed for shares sold by TLXX in private placements and given out for "consulting", after Adler and Citigroup had started to exit, and before Laurus etc made their appearance. Parsons came along later.

Trenton and Parson were fronted by CISA Trust in Switzerland, which is a "high net worth individual" financial (esp. tax) advisory firm set up in the 1970's by John J. Ryan III. (http://www.cisa-geneva.ch/GB/about-cisa.htm)

Ryan is an American, a close advisor to Francois Pinault, the "richest man in France". You can read more about him here: http://www.fsa.ulaval.ca/personnel/vernag/EH/F/noir/lectures/creative_businessman.htm

He's a director of Artemis SA, Pinault's investment company which owns large chunks of various substantial US companies, acquired partly through the Executive Life affair which the linked story refers to. He's most visible as a director of Evergreen Resources, NYSE:EVG (http://www.evergreengas.com/corpboard.html)

(By the time of this Series C stuff, Ryan had passed control over to his son, John J. Ryan Jr.)