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Mr. Zelazny has been Norcom’s controller since 1987. His
responsibilities included, among other things, oversight of
Norcom’s day-to-day cash management, preparation of monthly and
annual financial statements, and dealings with Norcom’s
accountants. Although Mr. Zelazny was involved in dealings with
Norcom’s lenders, for the most part he was not responsible for
finding potential lenders, negotiating agreements with the
lenders, finding additional sources of equity financing, or
fulfilling other functions typically assigned to a CFO.
Quest’s involvement with Norcom before Mr. Lombardi’s
resignation in April 1992 was limited. Quest employees were
involved in acquiring Norcom; seeking additional equity
financing; obtaining debt financing; renegotiating loan
agreements, including both the Bank South and LaSalle lines of
credit; and overseeing Norcom’s operations, including its real
estate and long-term growth plan. These Quest services were
largely provided by Mr. Arnold, Robert Wright, John McColl, and
their support staffs.
When these services were provided by Quest, there was no
written agreement requiring Norcom to compensate Quest. While
only Mr. Arnold testified as to the existence of an oral
agreement between Quest and Norcom, numerous Quest employees
testified that Norcom was not paying Quest because at that time
payments were not permitted by Norcom’s lenders. In fact, no
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