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Group, petitioner was listed as a member of the support team
responsible for organizing and obtaining financing for Kirshner
Content.
On or about February 22, 1996, State Street Capital Markets
Corp. offered a confidential private placement memorandum for the
purpose of raising capital for Kirshner Content. Investors would
invest a maximum of $1.5 million for 30 units, which would be
convertible into a promissory note, common stock, and common
stock purchase warrants in Kirshner Content. Petitioner was
listed as the executive vice president, chief financial officer,
treasurer, and director of Kirshner Content.
On or about April 17, 1996, in connection with an attempt to
obtain interim financing, Kirshner Content issued a promissory
note in the amount of $279,440 to C&C Partners, LLC, a New York
limited liability company,8 which petitioner and Thurmond
personally guaranteed. Petitioner and Thurmond’s guaranties were
subject to four separate conditions. Another guaranty was made
on April 24, 1996, by Martin Licht, secretary and counsel for
Kirshner Content.9 Under the terms of the promissory note, it
8 The record sometimes refers to “C&C Investments” in
connection with the promissory note. For this purpose, C&C
Investments and C&C Partners, LLC, are treated as one and the
same.
9 Although not specified in the record, Licht apparently was
a business associate of Kirshner.
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