Last January Hyperion Entertainment counsel told the court that "The Parties resumed settlement discussions to resolve all of the matters between them in October 2020. On Thursday of last week, the Parties reached the terms of settlement on the main agreement."
What happened with this claimed agreeable settlement? It seems you changed your mind and decided to argue the case on AmigaWorld.net instead.
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such fundamental issues as our capital increase in June of 2019 can be so distorted and twisted despite the public record if somebody actually bothered to do some perfunctory research
Perfunctory research? Be careful what you wish for.
Anybody in his right mind will understand that this would never have happened, converting taxed cash into illiquid shares, unless it was required to fend off the attempt by the Cloanto entities to nuke Hyperion out of existence.
Why don't you tell everyone that the capital increase was prepared by an audit firm in 2018, while Amiga and Cloanto pointing that aspect out only happened in 2019, well after the Belgian tax authorities had already found out, forcing you to take action?
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All of this was quite prejudicial to the Hyperion shareholders.
If so, they should be happy to learn the true 2018-2019 timeline, once you stop blaming others for Hyperion's non-compliance with Belgian Law (and being caught in the act of doing so).
I can see how referring to Amiga as a Cloanto entity fits your narrative, but it is akin to saying that Square is a Twitter entity because they have the same co-owner and CEO, or that Tesla is a SpaceX entity for the same reason, or that Hyperion is an A-EON entity (Trevor Dickinson being a shareholder and money lender of both).
As we have you here, why did you block the 2019 Amiga acquisition by not signing it off per paragraph 24 of the 2009 settlement agreement? The whole Amiga world has been waiting for more than two years, with many players paralyzed due to this. Why would Hyperion want that? That's the only reason I see for these other companies (Cloanto, Amino, ITEC, KMOS) still having to be involved.
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a case which dragged on for almost 1 year to force Hyperion into judicial liquidation and dissolution.
This is the equivalent in legal terms of nuking from orbit.
As a result, 2 Hyperion shareholders (i.e. Timothy De Groote and myself) were required to convert their liquid debts Hyperion had towards us into new (rather illiquid new shares) as part of a capital increase.
You mean, your capital increase, like your late filing of accounts, were not required by Belgian law?
Perhaps you can correct me, but my understanding of what happened is:
- Hyperion had its business license revoked for failing to file accounts for several years - After it finally filed those accounts, the tax people (not Amiga or Cloanto) saw that Hyperion was in breach of the new Belgian Companies Code, which set a minimum requirement for the net company assets (thus requiring the capital increase) - Amiga and Cloanto went after Hyperion (after all, you sued them while you were radiated and were not allowed to file any lawsuits), but the tax people did too, and you had to cure a situation that you created, not that others created
You blame others, but this seems more like the equivalent in legal terms of cheating until you get caught!
Hyperion-Director wrote: Correction: all 3 Cloanto entities (Cloanto IT srl, Cloanto Corp and C-A Acquisition filed a lawsuit against Hyperion in Brussels Belgium in 2019, a case which dragged on for almost 1 year to force Hyperion into judicial liquidation and dissolution.
This is the equivalent in legal terms of nuking from orbit.
Speculative. However, we do know what happens when a small business that can't afford a lawsuit runs out of money. A good example of the result is the 2009 settlement agreement between Hyperion and Amiga Inc. Of course, Hyperion did not start that lawsuit either and is as innocent as an angel. The Hyperion devs are probably trying to nuke Hyperion from orbit too. How could all these Hyperion contracts be so unclear yet the 2009 settlement agreement was written with such perfection for Hyperion's benefit?
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As a result, 2 Hyperion shareholders (i.e. Timothy De Groote and myself) were required to convert their liquid debts Hyperion had towards us into new (rather illiquid new shares) as part of a capital increase.
Hyperion debt is liquid? Timothy can take Hyperion IOUs down to the grocery store and buy a loaf of bread? He can sell the IOU anywhere and get nearly full value of the debt because of Hyperion's great reputation?
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This "conversion" and resulting captal increase was carried out on the basis of a report by an independent chartered auditor who verified that these debts which were converted as part of this capital increase, were on a "cash basis" only by verifying all bankstatements over the course of years.
Amusing how this was spun into a story that outstanding legal fees were converted to new shares to prop up our net value when there are no legal fees invoiced by myself to Hyperion.
Did your percentage of Hyperion stock ownership increase as the percentages of other shareholders decreased due to dilution?
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Only amounts actually paid as taxed cash advances by myself and Timothy (total was 398.960 EUR) by way of shareholders' cash advances to Hyperion, were converted into new shares after the independent auditor reviewed all bank statements of Hyperion and filed a report to this effect with the Court of Commerce.
Was Hyperion really so poor that it couldn't use petty cash or write checks for such tiny amounts? How does Hyperion avoid bankruptcy with such little cash?
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Anybody in his right mind will understand that this would never have happened, converting taxed cash into illiquid shares, unless it was required to fend off the attempt by the Cloanto entities to nuke Hyperion out of existence.
Again, speculative. Also, it is common for money used to buy stock to already have been taxed, sometimes more than once.
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All of this was quite prejudicial to the Hyperion shareholders.
Stock dilution is usually a bad thing for shareholders as ownership percentages are reduced. What was your percentage of Hyperion stock ownership before and after issuing new stock?
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Needless to say, this would however NOT have happened if it had not been for the Cloanto parties lawsuit to force Hyperion into liquidation.
Which obviously failed as the case was dismissed by the Court of Commerce in Belgium.
Normally, business men hate endless lawsuits while lawyers love them. It sounds like someone is getting nervous about the war even as victory is claimed in the first battle (wars are usually won by the side with the most resources). If you are so close to "liquidation" then sell everything AmigaOS related. You should know that would be better for shareholders than waiting until it is too late.
Last edited by matthey on 11-Apr-2021 at 05:27 AM.
Pocket change for most companies of any serious might. This is cottage industry money, you might as well be discussing a greengrocer shop (nothing wrong with running a greengrocer but a little shop wouldn't be perpetually fighting in courts). There's very few customers buying nowadays and I wonder why there's such battles for the scraps of Commodore and it's aging customer base. Trevor Dickinson himself says he throws money at these ventures for the love of it with no hope of ever recuperating it. All silly behaviour for what should now be community run projects and low volume products such as Vampire boards. Commodore and Amiga really died in 1994 think about that - they have been gone longer than they were in existence. It's like people fighting over the East India Company.
Produce some new ROMs to enhance our old Amigas, run a few boards off to run OS4, make a "what if" Amiga-like OS with SMP support, run off some T-shirts and mugs with Amiga printed on them and flog a few on eBay to fellow old codgers but none of this is going to change anyone's life it's all lifestyle business at most. Show me 1 business who's primary activity is Amiga related product who is doing a million dollars a year or more in revenues I would be surprised. Multi million and I will chop up an A600 and swallow it down with some butter. Taking these arguments to district courts is laughable, the reality of what really being fought over is for Judge Judy to preside over at best.
This license allows you to install or operate the AmigaOS only on a computer system that had a version of AmigaOS installed on it at the time you acquired such computer system, which was especially prepared for running AmigaOS through the use of a dedicated (flash)rom or similar mechanism or for which a legitimate version of AmigaOS was or is available.
Please clearify this sentence please, it is open for vastly diverging interpretations:
* a computer system that came with AmigaOS already installed, and that was especially prepared for running AmigaOS through the use of a dedicated flashrom or similar mechanism, and (not or) for which a legitimate version of AmigaOS was or is available...
OR any of the following
* a computer system that came with AmigaOS already installed * a computer system which was especially prepared for running Amiga through the use of a dedicated flashrom or similar mechanism * a computer system for which a legitimate version of AmigaOS was or is available
What is your definition of "a legitimate version of AmigaOS"?
Do OS releases that Cloanto sell fall under this definition? If so, isn't _ANY_ computer then "a computer system for which a legitimate version of AmigaOS was or is available"?