@all

First, this is lose/lose for me to post.
Some people want the truth, others will say posting non-positive news is detrimental.

Briefly, as I do not intend to summarize, I'll just post the links in historical order.

change from VOF to CVBA

bankruptcy declared by court

This thread changed title as time passed during the telling of the story.

removed/restored

Another that changed title as the story was told.

a more recent entry of June 25, 2019

Given that Hyperion is quick to call such things lies and misrepresentations, I offer the following, in the event this provides some clarity:

published July 4, 2019

Since this deals with the challenge of understanding both dutch and legalese, I will not comment.
However, comments are welcome from anyone who wishes to discuss this content.

#6

_________________
This posting, in its entirety, represents solely the perspective of the author.
*Secrecy has served us so well*

@number6

Quote:

number6 wrote: However, comments are welcome from anyone who wishes to discuss this content.

I'll bite!

Hyperion was previously severely burdened by all debts and no assets. This was a problem, I don't know dutch law in particular, but in many countries the limited liability corporation type is not allowed to proceed if debts outweighs assets by a certain degree. I believe this was what at stake her, judging from comments in the documents from the legal process in the US.

As previous annual (or rather "sporadic" ) fiscal reports from Hyperion has shown, Hyperion has no income, and they have no assets. But they have had huge costs (legal stuff mostly, since they don't seem to pay any developers or for any software development or anything else). This does not add up.

Previous filings has shown that all "corporate" spending has been financed by loans, back then I guessed that it was the owners paying for everything out of their own, personal wallets, and then writing it up as a debt to them in the company books, so they would get money back from Hyperion if things would ever change and money would start come in.

In Timothy De Groote's case, this was probably true, I suppose he was the one actually paying private money on behalf of Hyperion. Server fees, phone bills, etc. Modest running costs, adding up to €1,860 EUR in total.

When it comes to Ben Hermans, the figures are so astronomical that I doubt they reflects any actual money transfers. I'd rather say he probably did some legal work (it has been a lot of legal work, and more to come, that's for sure) on behalf of Hyperion, but not exactly pro-bono. He has probably charged them a very healthy lawyer-fee, by the hour, under many years, which made Hyperion owe him €397,110 EUR in an accumulated debt!

What this "July 4" document tells us, is basically that those debts has now been converted to shares in the company. By contributing this capital in kind, valued and audited by an auditor (which the document also shows has happened), the debts are now removed and new shares in the company has been issued in return.

Before, Hyperion Entertainments total share capital consisted of €18,600 EUR distributed across shares owned by the share holders.

Now 10 new Category A shares has been issued to Timothy De Groote, shares without indication of nominal value but with a fractional value of €186 EUR per share, giving him €1,860 EUR "worth" of additional shares in the company.

Ben Hermans on the other hand, has been given 2,135 new Category A shares á €186 EUR per share, giving him €397,110 EUR "worth" of new shares in Hyperion.

These newly issued shares offering the same rights and benefits as the already existing shares.

I don't know who the previous shareholders were, but they have now all been completely eclipsed by Ben Hermans, as the capital/voting power has increased with almost €400,000 from €18,600 to €417,570, with Ben Hermans controling at least €397,110 (in addition to the shares he might have previously owned).

Ben Hermans IS Hyperion now...

Has this particular move strengthened Hyperion? No, not in any practical way. They still have no money. They still lacks any ability to finance their own existence, and more so any kind of software development by paid programmers. They are still in need of the owners paying for stuff since they still don't have any income, and Ben Hermans will most definitely continue to send invoices to Hyperion for his legal services to the company. Fees that the company cannot pay, so they will continue to build up debt and later possibly another issuing of new shares in the future.

The core business of Hyperion today (their only business, judging by the financial books) is actually battling legal lawsuits against Amiga.

Hyperion don't own anything Amiga, they don't pay for anything Amiga, they don't develop anything Amiga. That's the individual developers. They own their work, they put in the time for development. How much does the "3.1.4" developers get? €0. Nada! Why did OS4 development stall a couple of years ago? Well, take a guess!

So no, nothing of that has changed, except that the immediate threat of Hyperion simply being removed as a corporate entity has been postponed for a while. They live so they can die another day. In a year from now, perhaps? Wonder if the lawsuit is over by then. Probably not...

@thread

AmigaNews German

AmigaNews English

#6

_________________
This posting, in its entirety, represents solely the perspective of the author.
*Secrecy has served us so well*

@TRIPOS

Ben Hermans has ALWAYS been Hyperion regardless of all the legal smokescreens thrown up over the past few years. These events just clarify things. Your assessment was great, BTW. Thanks!

Last edited by ferrels on 08-Jul-2019 at 03:44 AM.

@ferrels

Quote:

Ben Hermans has ALWAYS been Hyperion regardless of all the legal smokescreens thrown up over the past few years.

Of course. I called the bluff the last time he "resigned" as a director (in practice he never stopped making director decisions, including initiating the legal conflict against Cloanto).

Maybe he thought it would be easier to get away with stacking up €400,000 worth of claims against Hyperion, a €18,600 limited liability corporation that he knew perfectly well had no assets or income whatsoever (and which had already experienced a legal bankruptcy), if the action wouldn't be challenged with an obvious conflict of interest bias by being an approving director at the same time?


Quote:

These events just clarify things.

Indeed.

And AeonKit etc (Trevor Dickinson previously being a prominent shareholder of Hyperion, now completely eclipsed by Ben Hermans) has also clarified some things just now.


Quote:

Your assessment was great, BTW. Thanks!

Always at your service!

Last edited by TRIPOS on 09-Jul-2019 at 01:44 AM.
Last edited by TRIPOS on 08-Jul-2019 at 11:55 PM.

@TRIPOS

care to comment?

or this?

History references above. Just scroll tweet.

interesting comment

I had no idea that a-eon was quite so spelling challenged. heh.

#6

Last edited by number6 on 09-Jul-2019 at 02:14 AM.
Last edited by number6 on 09-Jul-2019 at 02:05 AM.

_________________
This posting, in its entirety, represents solely the perspective of the author.
*Secrecy has served us so well*

@TRIPOS

Yeah, I'm pretty sure that Trevor won't be financing any further fiascoes with Ben.

Looking like CA Acquisitions/Cloanto may have to just sit back and go through the motions while waiting for Hyperion to implode

_________________

@number6

from one of the links:

"Same sources: Hyperion reorganization failed to achieve restoration judgment in Brussels court two weeks ago. Bankruptcy hearing set for September."

perhaps Hyperion collapses on its own even without any lawsuits...

what that mean for future is difficult to say

@number6

”Two weeks ago” is a kind of vague in the context, IMHO. The ”July 4” document was stamped 25 June as far as I can see. Would be nice with a more exact time line for the other things.

What I mean is, was the re-structure denied before or after the converting of Ben Hermans claim into newly issued shares? If it was before, then the latter action could perhaps have been a last resort to change the conditions by removing debts in order to prevent the bankruptcy process? In that case the rumored bankruptcy process can have been avoided since then? Note that there could as well be more debts that we are currently not aware of at this time, debts that could still push the company towards bankruptcy, who knows?

If the re-structure was denied after the issued shares stunt, then it could only mean that this action wasn’t enough. Maybe Hyperion’s habit of delaying mandatory fiscal reports to be able to fly under the radar with un-allowed debt/asset ratio for years has caught the officials eye?

Several companies and dealers have removed “AmigaONE” etc branded goods from their stores and web pages overnight. That is kind of interesting. They have had the same goods there for years, despite the ongoing dispute that they all must have known about. Two days ago everyone was fine with having Hyperion licensed trademarks in their shops. Now all the sudden, they are not. This suggests something has changed. Insecurity about whether Hyperion will even be a company, thus insecurity about the validity of their licensed trademark (that are heavily contested by everyone who can possibly be considered a current and/or past owner that Hyperion have had a relationship with) could perhaps be seen as a plausible explanation?

@TRIPOS

I do not know Belgian laws (only german law)

If a company files bankruptcy or is declared bankrupt, courts appoint a attorney who has the task to save as much from the company as possible and to save as much as possible for the creditors. The company continues to exist, the contracts are further valid and so on. And Hyperion is not even bankrupt at the moment.

So it is not logical to me to remove "AmigaOne" trademark just because of unsecure future of the trademark owner. Something else must have happened

Last edited by OlafS25 on 09-Jul-2019 at 11:02 AM.
Last edited by OlafS25 on 09-Jul-2019 at 10:57 AM.

.

Last edited by TRIPOS on 09-Jul-2019 at 11:47 AM.

@OlafS25

Yeah, you have a point there. Let’s see where all this lands. In the meantime...

@TRIPOS

Minor note: I don't often initiate threads, but this topic is kinda critical.
I see more question marks than in your last contribution.

One problem in any discussion is keeping to topic. The longer the thread, the greater the chance of derailment.

But another is that information about the same topic gets scattered. What happens to me anyway, is seeing a bit of fact and then having to decide what existing topic it applies to most. But then, said fact is lost if not repeated when it appears to cross a boundary into relevance regarding another topic.

We have a rather uhm...intense atmosphere now, mostly based on lack of information from the principals (for obvious reasons).
So, I'll grab some lost facts from different threads and consolidate them here, in hope it will at least provide a foundation for discussion.

I'll need a few minutes....heh.

#6

_________________
This posting, in its entirety, represents solely the perspective of the author.
*Secrecy has served us so well*

@number6

I just wanted to say thanks for all the work you do, to track this stuff, report it, and to be super cool while you do it.

I don't have a clue who you are -- whether that's because I'm an ignorant noob, or because you purposefully remain a person of mystery. Either way, I've read your posts for years, following this morbid saga like everyone else. Thanks.

Cheers,

Dave

(An Amigan since 1988 and always hoping this story has a happy ending.)

@Dave73

Thanks Dave.

It's very difficult to be surrounded by constant negativity regarding one entity or another and remain objective in even the slightest way.
I apologize for the times when emotion sways my judgment, but I can't avoid the human element in all this...like some others do.

#6

_________________
This posting, in its entirety, represents solely the perspective of the author.
*Secrecy has served us so well*

@thread

Usual disclaimer. I am not a lawyer.
Given the intertangled relationships of all parties and their dependencies on one another which also affect their decision making I care little about any statements they might make.
I put my trust in information from (1)the courts and (2)the National Bank. These institiutions don't sit around wondering "oooo if we do this then this other guy will be affected in the following way..."
They are charged with specific duties, which they are to perform. Simple as that.

Lost post #1:
Source trademark thread
Obvious problem. Link does not function as advertised because of Pacer's removal of information.
Fortunately, we have the Free Law Project.
Source Court Listener
For anyone attempting to do a timeline, the court order is:
Quote:

Respectfully submitted this 12th day of June, 2019.

Relevant portion to the current discussion:
Quote:

Further, Hyperion is involved in a legal proceeding in the European Union that is expected to conclude toward the end of June 2019. The proceeding centers on whether Hyperion may continue as a legal entity in Belgium.

and something I've seen no one comment on:
Quote:

The Parties also anticipate participating in a settlement conference in August, following those depositions.

Read the rest if you like. The obvious problem is that the doc was presented as an amended schedule summary, when it contained much more valuable information than the schedule itself.

Lost post #2:
Belgium's company register thread
National Bank Term of approval and payment
Quote:

The annual accounts must be filed with the Central balance Sheet Office within seven months after the end of the financial year.

This indicated grace period (for lack of a better term) would indicate that filing must still be made this month of July, 2019. I'd say related to above talk about shares, bankruptcy, etc. but seemingly an entirely separate requirement at the same time.

Lost post #3:
Not really lost, so much as found. Top of this thread. This is a legal document. Much effort was put into translation and summary by devoted individuals. If anyone has any issues with it, your feedback is welcome, provided it's public information only.

The balance, including talk of a bankruptcy hearing postponed...I don't have a public document.

If I omitted anything, please advise. I'm tired....
In hopes this will provide for better discussion.

#6

_________________
This posting, in its entirety, represents solely the perspective of the author.
*Secrecy has served us so well*

@TRIPOS

Quote:

TRIPOS wrote: If it was before, then the latter action could perhaps have been a last resort to change the conditions by removing debts in order to prevent the bankruptcy process?

News or rumors about bankruptcy are around since 2015.

My understanding is that this action could prevent insolvency - not bankruptcy. Or depending on how similar are the procedures in Belgium and the US.

The terms are generally misused but there is a clear distinction between the two.

The 2015 documents used the term "faillissement". I do not fully understand the legal implication of that term.

But then at this point we go back to this https://amigaworld.net/modules/newbb/viewtopic.php?topic_id=39913&forum=14#754800

@TRIPOS

Quote:

Several companies and dealers have removed “AmigaONE” etc branded goods from their stores and web pages overnight. That is kind of interesting. They have had the same goods there for years, despite the ongoing dispute that they all must have known about. Two days ago everyone was fine with having Hyperion licensed trademarks in their shops. Now all the sudden, they are not. This suggests something has changed. Insecurity about whether Hyperion will even be a company, thus insecurity about the validity of their licensed trademark (that are heavily contested by everyone who can possibly be considered a current and/or past owner that Hyperion have had a relationship with) could perhaps be seen as a plausible explanation?

The only reason that web sites would be taking down the "Amiga" name from products sold on their sites is because they've been served takedown notices or expect to receive takedown notices from a court. Apparently the real owner of the "Amiga" brand name doesn't like its brand associated with the selling of unlicensed products. Certainly the owner of the Amiga brand will also seek damages which is why Ben is setting up Hyperion for bankruptcy as he has no intention of ever paying anyone, not his programmers, nor his staff and shareholders, nor the brand's owner for any infringements, nor any penalties imposed by the courts.

Last edited by ferrels on 09-Jul-2019 at 06:31 PM.

@ferrels

Quote:

Apparently the real owner of the "Amiga" brand name doesn't like its brand associated with the selling of unlicensed products.

It's not been decided yet who owns what trademarks and holds which license, that's one of the things the lawsuit is about. But if you want to point fingers at some "real owner", that would be Mike Battilana...

Quote:

The only reason that web sites would be taking down the "Amiga" name from products sold on their sites is because they've been served takedown notices or expect to receive takedown notices from a court.

A-EON has licensed the "AmigaOne" mark from Hyperion, which in turn has a license to use and sublicense the mark thanks to the 2009 settlement agreement with Amiga Inc. Battilana is trying to have the settlement agreement declared null and void in the court battle, but as of now it is still active.

In other words: I don't see any legal ground for Battilana to serve takedown notices to A-EON/Amigakit - at least not for using the "AmigaOne" mark. This is much more likely an issue between A-EON and Hyperion and/or A-EON and Amigakit.