April 30,10:Possible Light at the End of the Tunnel?
It seems that the principals of SpongeTech are no strangers to the court system. But because they are so intimately involved with the courts this may be a blessing in disguise, for it provides us a wealth of public data to analyze.
In particular, the ongoing BC Media Funding Company II et al v. Lazauskas et al case has become extremely interesting.
By analyzing this case, I now believe that by April 30th, 2010, or possibly earlier, the ongoing soap opera of SpongeTech will come to a conclusion.
Here’s why.
First, go ahead and review the Motion filed by Lazauskas et al. on January 29, 2010.
Essentially, Lazauskas et al. were ordered to pay back BC Media Company approximately $6M with respect to certain financing of businesstalkradio.net that they had personally guaranteed. The court ordered that the defendants liquidate securities in their brokerage accounts in order to pay.
Now, I direct you to Point #7 and #8:
7. The liquidation has proceeded in accordance with the Consent Order. As of the date of this Motion, the actual liquidation proceeds paid to the Plaintiffs are approximately $650,000.00.
8. All of the remaining securities at Ladenburg are subject to certain restrictions under applicable security laws. As a result, it will require additional time to liquidate such securities and pay the balance of the settlement amount. The Defendants estimate that the restrictions will be satisfied or lifted and the securities liquidated by April 30, 2010.
Of the defendants, only Michael Metter and Frank Lazauskas (and his wife) have accounts at Ladenburg. The other defendants had accounts elsewhere. Reference the document Declaration in Support of Plaintiff’s Turnover Motion – Filed Jun 22, 2009:
7. … Ladenburg froze certain accounts, including account no. NJ5000825, maintained in the name of Respondent Frank Lazauskas, and Account no. NJ5001074, maintained in the name of Respondent Jean Lazauskas … husband and wife. …
8. Ladenburg also froze account no. NJ5000817, maintained in the name of Michael Metter.
Given that both Metter and Lazauskas (and wife) have securities at Ladenburg, and these securities “are subject to certain restrictions”, could they possibly be talking about SPNG stock?
The proof, as they say, is in the pudding. Enter the Exhibits attached to the Declaration in Support of Plaintiff’s Turnover Motion – Filed Jun 22, 2009. I direct you Exhibit E starting on page 24. The plaintiffs were so nice as to subpoena the holdings of Jean Lazauskas, and it clearly shows on page 30 that she has 14,350,000 shares of SPNG stock. Interestingly enough, on page 32 it shows that those SPNG shares were transferred from NJ5000825, which is Frank’s account, showing that he originally owned those shares.
We also know that as of Sept 28, 2009 — per SEC Filing — those shares have not been sold yet. In fact Jean has gained an addition 2 million shares since October of 2008.
We now go back to Point 8 in the Motion filed by Lazauskas et al. on January 29, 2010:
All of the remaining securities at Ladenburg are subject to certain restrictions under applicable security laws. As a result, it will require additional time to liquidate such securities and pay the balance of the settlement amount. The Defendants estimate that the restrictions will be satisfied or lifted and the securities liquidated by April 30, 2010.
What possible restrictions could these securities be under? Well, SEC Rule 144 states an interesting possibility:
2. Adequate Current Information. There must be adequate current information about the issuer of the securities before the sale can be made. This generally means that the issuer has complied with the periodic reporting requirements of the Exchange Act.
As we are painfully aware, the issuer has not been in compliance with the periodic reporting requirements for quite some time. This then, is the condition that needs to be satisfied or lifted before Lazauskas can liquidate those shares to pay the suit award.
What does this mean for us shareholders? Metter & Lazauskas has stated to a federal judge that they believe the “restrictions will be satisfied or lifted and the securities liquidated by April 30, 2010?. Does this mean that Metter & Lazauskas believes the financials will finally be filed to the SEC to satisfy that condition? Does this give us a timeframe as to when we can expect this drama to come to an end?
I believe it does. Keep in mind, of course, that Metter & Lazauskas have certainly built a buffer into that timeframe as well (“and the securities liquidated by…”). So, we could possibly be seeing something as early as March 31st or even earlier. In fact, it could be any day now, with the probability increasing every day until April 30th.
One more thing. We should also expect to see Form 144’s filed shortly after the financials have been published on Edgar, as required by Rule 144, so that they can sell that position to satisfy the suit.
Hold on tight ladies and gentlemen, the fireworks are about to begin.
EDIT Feb 18, 2010 4:00PM — One more document, Order on Consent Resolving Pending Motion for Turnover of Assets and Directing Liquidation of Certain Assets — Filed Dec 18, 2009, specifically ordering the sale of SpongeTech stock held at Ladenburg:
FURTHER ORDERED that the sales of such securities will proceed in the following order: 1. First, the Spongetech Delivery Systems stock in the account of Jean Lazauskas, Account #NJ5-001074
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This is a copy from www.spngdd.com
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