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Petitioner was vice president and general counsel of TIC.
In the offering circular describing the corporation and the new
computer program, petitioner's law firm, Boyko & Boyko, was
listed as general counsel for the corporation. The circular
provided that Boyko & Boyko would be on a yearly retainer for the
corporation and paid $50,000 per year for services. Petitioner
was not paid for any legal services provided to TIC, apart from
his receipt of stock in TIC. Petitioner also spent time trying
to market the computer software.
TIC was eventually replaced by Multilogic Corp.
(Multilogic). Multilogic was incorporated under the laws of the
State of Ohio on February 11, 1991. Multilogic's sole asset was
the rights to the computer software being developed by Mr.
Kelley. Petitioner's TIC shares were replaced with an equal
percentage of Multilogic Shares. In addition, Multilogic
executed a demand note in favor of petitioner in the amount of
$74,749 for payments made by petitioner to Mr. Kelley.
Sometime during late 1990, petitioner and Walter Bubna (Mr.
Bubna), another shareholder of TIC, became concerned about their
advances to Mr. Kelley's computer program. Petitioner, Mr.
Bubna, and Mr. Bergenstein decided to hire Mickey Miller (Mr.
Miller) to investigate Mr. Kelley and the software being
developed by him. Based on Mr. Miller's report, petitioner
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