Clarification of Answer by
pafalafa-ga
on
27 Sep 2003 06:29 PDT
Hello again.
I have looked for additional sources of information on shareholders of
Entropin, and have found the following:
A class action shareholder suit has been filed against Entropin in the
Superior Court of California, County of Riverside. The court's
website is:
http://www.co.riverside.ca.us/depts/courts/pubacc.htm
By clicking on "Court Case Information", and then "Civil Case
Information", and then "Name Search", and then entering "Entropin"
where it says "Business", you will be taken to the case management
page for Case INC033760 - DEVENY VS ENTROPIN INC.
There are numerous documents and summaries of actions that identify
some key players in the case.
First of all, the plaintiffs in the case are disgruntled shareholders,
and are listed as:
1 Plaintiff JOSEPH DEVENY
2 Plaintiff KENNETH LINHART
3 Plaintiff TIMOTHY CLIBY
4 Plaintiff THE SPANGENBERG FAMILY TRUST
In addition, the following parties are listed as having been deposed
in the case. While this does not necessarily mean they are
shareholders, they may well be, or may have other material involvement
with Entropin. They are listed as:
OUT OF STATE DEPOSITION FOR NEIDIGER TUCKER BRUNER INC
OUT OF STATE DEPOSITION FOR WESTPORT RESOURCES INVESTMENT SERVICES INC
OUT OF STATE DEPOSITION FOR SIMON WELCH
OUT OF STATE DEPOSITION FOR THERAPEUTIC MANAGEMENT INC
OUT OF STATE DEPOSITION FOR GLENMERE RESEARCH INC
OUT OF STATE DEPOSITION FOR KENNETH CARTWRIGHT
-------------------------
-------------------------
I also checked some additional SEC filings -- annual reports and proxy
statements -- that contained additional information about shareholders
of Entropin. PLEASE NOTE THAT THESE REPORTS ARE, IN SOME CASES,
SEVERAL YEARS OLD...THEY ALMOST CERTAINLY DO NOT REFLECT CURRENT
HOLDINGS IN THE COMPANY. I've excerpted information relevant to your
question, below (my apologies in advance if the tables do not
reproduce cleanly):
-------------------------
FORM 10-KSB -- annual report for year ending 12/31/99
In March 1999, the Registrant conducted a private offering of its
10%
90-Day Promissory Notes, as amended (Note), convertible at the
election of
the note holders into shares of the Registrant's common stock, at
$2.00 per
share, to the following:
Name Consideration No. of
Warrants*
---- -------------
---------------
J. Paul Consulting Corporation $60,000
210,000
James Toot $30,000
105,000
Claudia McAdam $15,000
52,500
-12-
GJM Trading Partners, Ltd. $15,000
52,500
Great Expectations Family L.P. $30,000
105,000
Bateman Dynasty $30,000
105,000
Cambridge Holdings, Ltd. $15,000
52,500
Underwood Family Partners $5,000
17,500
------
------
Total $200,000
700,000
========
=======
* Three and one-half warrants for each $1 of Promissory Notes
purchased, exercisable over a five year period from the date the
shares
become freely tradeable at $3.00 per share.
----------------------------------------
In April 1999, the Registrant issued the following shares of
Registrant's
common stock at $2.00 per share, in exchange for the surrender of its
10%
90-Day Convertible Promissory Notes, as amended (Notes), and the
unpaid
accrued interest on such Notes:
Principal Amount of Note
------------------------
Name plus Interest No. of
Shares
---- --------------
-------------
J. Paul Consulting Corporation $60,500
30,250
James Toot $30,250
15,125
Claudia McAdam $15,124
7,562
GJM Trading Partners, Ltd. $15,124
7,562
Great Expectations Family L.P. $30,250
15,125
Bateman Dynasty $30,250
15,125
-13-
Principal Amount of Note
------------------------
Name plus Interest No. of
Shares
---- --------------
-------------
Cambridge Holdings, Ltd. $15,124
7,562
Underwood Family Partners $5,040
2,520
------
-----
Total $201,662
100,831
=======
=======
-------------------------------------------
April 1999 Private Placement
----------------------------
Name Consideration No. of
Shares
---- -------------
-------------
Deloras Decker Hunter, Trustee $50,000
25,000
W. Douglas Moreland $40,000
20,000
L. Michael Underwood $15,000
7,500
Gladys F. Decker, Trustee $23,000
11,500
Paul C. and Carol A. Rivello $14,000
7,000
Max Gould $15,000
7,500
John J. Turk, Jr. $10,000
5,000
Myron A. Leon $20,000
10,000
Michael J. Kirby $10,000
5,000
Kenton Roy Holden IRA $10,000
5,000
-14-
Name Consideration No. of
Shares
---- -------------
-------------
Inverness Investment Profit Sharing Plan $15,000
7,500
Bleu Ridge Consultants Profit $10,000
5,000
Danny Yu Defined Benefit Pension Plan $18,000
9,000
Gulfstream Financial Partners, LLC $15,000
7,500
Frank J. Kostro $15,000
7,500
Samuel F. Trussell $20,000
10,000
David M. Chapman $20,000
10,000
Richard F. and Barbara A. Vandresser $10,000
5,000
Charles C. Bruner $6,500
3,250
Anthony B. Petrelli $6,500
3,250
Eugene L. Neidiger $7,000
3,500
Heather Evans $2,000
1,000
Steve Schulz Defined Benefit Trust $25,000
12,500
Nancy Nita Macy, Trustee $40,000
20,000
William E. Ambrose $10,000
5,000
C. Richard and Johanna W. Harrison $10,000
5,000
Business Development Corporation $10,000
5,000
Nanna B. Schov Custodian for
Davie Mork and Andreas B. Mork $8,000
4,000
Barry A. Bates $15,000
7,500
Thomas A. Forti, DDS $25,000
12,500
Brad Rhodes $10,000
5,000
Ronald Glosser $20,000
10,000
Brian P. and Cheri Bertelsen $10,000
5,000
Jeanette Y. Mihaly $10,000
5,000
Benedetto Casale $20,000
10,000
-15-
Name Consideration No. of
Shares
---- -------------
-------------
Colin David Rickson $10,000
5,000
Arthur Kassoff $16,000
8,000
Michael O'Hare $10,000
5,000
Arianne Nemelka $30,000
15,000
Boulder Family Partnership, Ltd. $50,000
25,000
Carla Johnson $10,000
5,000
Patrick N. Kephart $5,000
2,500
Dale Duncan $15,000
7,500
Len Rothstein $15,000
7,500
Abdallah E. Ghusn $12,000
6,000
Leona Connelly $10,000
5,000
Albert W. White $10,000
5,000
David L. Gertz $10,000
5,000
Gregory Pusey $10,000
5,000
Jill Pusey, Custodian for
Jacqueline Pusey $5,000
2,500
Jill Pusey, Custodian for
Christopher Pusey $5,000
2,500
Cambridge Holdings, Ltd. $50,000
25,000
Arthur Marsh Lavenue 10,000
5,000
Paul Ernst 30,000
15,000
Sharon M. McDonald 30,000
15,000
Douglas L. Ray 8,000
4,000
Scott Deitler 10,000
5,000
Michael P. Noonan 15,000
7,500
Russell L. Davis Profit Sharing Plan 20,000
10,000
Cardiovascular Associates, PC
FBO L. Lockspeiser, M.D. 10,000
5,000
-16-
Name Consideration No. of
Shares
---- -------------
-------------
Charles Kirby 24,000
12,000
------
------
TOTAL $995,000
497,500
=======
=======
The offers and sales set forth above were made in reliance upon
the
exemption from registration provided by Section 4(2) of the 1933 Act
and/or
Regulation D and Rule 506 adopted thereunder. Based upon information
known
to the Registrant, and representations made by each of the purchasers,
the
Registrant believes that all of the purchasers were Accredited
Investors as
that term is defined in Rule 501 of Regulation D. No broker/dealers
were
involved in the sale and no commissions were paid. All of such
purchasers
represented that they purchased the securities for investment, and all
certificates issued to the purchasers were impressed with a
restrictive
legend advising that the shares represented by the certificates may
not be
sold, transferred, pledged or hypothecated without having first been
registered or the availability of an exemption from registration
established. Stop transfer instructions have been placed against the
transfer of these certificates by the Registrant's Transfer Agent.
-------------------------------
June 1999 Private Placement
---------------------------
Name Consideration No. of
Shares
---- -------------
-------------
Torben Maersk $ 10,000
2,500
James M. Love 50,000
12,500
Al-Houda Hotels & Tourism 150,000
37,500
Concorde Bank Limited 50,000
12,500
Bobzin Dieter 40,000
10,000
-17-
Name Consideration No. of
Shares
---- -------------
-------------
Carlos Goncalves 50,000
12,500
Tectron-Industria de Productos 100,000
25,000
Electronicos, LDA
Jean Paul Desbrueres 30,000
7,500
Wilhelm Giersten 20,000
5,000
Dany Noujeim 2,000
500
Goran Gustafson 10,000
2,500
Lars Kellman 10,000
2,500
Gert Kristensson 20,000
5,000
Sune Persson 20,000
5,000
Johanna Brassert 25,000
6,250
Asuno, Inc. 300,000
75,000
Henri Jacob 26,000
6,500
Sylvie Lapidouse 40,000
10,000
Ernst Schneider 50,000
12,500
Kurt Marty 25,000
6,250
Helaba Schweiz 45,000
11,250
Jean-Pierre Delaloye 24,000
6,000
Coutts Bank LTD 24,000
6,000
Etoile Limited 24,000
6,000
Fondation Brigar 24,000
6,000
Galba Anstalt 50,000
12,500
------
------
TOTAL $1,219,000
304,750
==========
=======
The Company claims the exemption from registration provided by
Section
4(2) of the Securities Act of 1933, as amended, and/or Rule 506 of
Regulation D adopted thereunder for the transactions described above.
All
of the purchasers were either known to the Registrant, or were
referred to
the Registrant by a consultant to the Company. Based upon the written
representations
---------------------------------------
September 1999 Private Placement
--------------------------------
Name Consideration No. of
Shares
---- -------------
-------------
Metz Family Trust $4,000
1,000
John R. Metz and Theresa G. Metz, TTEE
Sunbelt Holdings, Inc. 60,000
15,000
Dennis D. French
MRI, Inc. 20,000
5,000
Profit Sharing Plan
Dennis D. French
Barry Seidman 100,000
25,000
James G. Stevens 20,000
5,000
Jana C. Stevens
Edward Jones Custodian FBO 2,000
500
Sharon Witaker Roth IRA
Edward Jones, Custodian FBO 10,200
2,550
Ernest Handelin Roth IRA
Edward Jones, Custodian FBO 6,000
1,500
Carl Hendelin Roth IRA
-21-
Name Consideration No. of
Shares
---- -------------
-------------
Edward Jones, Custodian FBO 5,800
1,450
Kathleen Rounds Roth IRA
Edward Jones,Custodian FBO 5,800
1,450
Gary Handelin Roth IRA
Edward Jones, Custodian FBO 9,800
2,450
Alan E. Handelin Roth IRA
Leslie Rounds and Kathleen Rounds 4,000
1,000
Husband and Wife, JT
Ralph L. Fuentes and Diana C. Fuentes 3,000
750
Husband and Wife, Community Property
Alan E. Handelin 4,000
1,000
Ernest E. Handelin 73,000
18,250
Joseph P. Sperty 8,000
2,000
Karen H. Sperty
David M. Chapman 20,000
5,000
Danny Yu Defined Benefit Pension Plan 50,000
12,500
Russell L. Davis, Trustee of the 20,000
5,000
Davis Family Trust
Russell L. Davis, Trustee FBO 20,000
5,000
Russell L. Davis Attorney at Law
Profit Sharing Plan
Sylvia E. Davis, Trustee 20,000
5,000
Of the Sylvia E. Davis Trust
Danny Yu and Nancy Yu, Trustees 20,000
5,000
Yu Family Living Trust
Audrey Spangenberg 20,000
5,000
William H. Golod 8,000
2,000
Marsha B. Golod
Samuel F. Trussell 20,000
5,000
-22-
Name Consideration No. of
Shares
---- -------------
-------------
John and Donna Bruce 1996 Living Trust 5,000
1,250
Anders Johnson 2,000
500
Mikael E. Ibsen 8,000
2,000
Mohamed Ali Khawas 30,000
7,500
Malisco Switch Great Ind.
Torben Maersk 10,000
2,500
ATO Ram 2 Ltd. 100,000
25,000
ATO Ram 2 Ltd. 150,000
37,500
Staffan Lindskog 1,000
250
Tawfig S. Mohammed 20,000
5,000
Wilheim Giersten 60,000
15,000
Dany Novjeim 2,000
500
Goram Gustafsson 10,000
2,500
Edouard Rabbat 2,000
500
Riyadh Exhibitions Co. Ltd.
Salah Abdullah Dashti 50,000
12,500
Michael C. Saunders 6,000
1,500
Jean Paul Desbrueres 20,000
5,000
Mohammed Al-Nussif 1,200
300
Mahmound Mohammed Abileh 200,000
50,000
Amir Salim Huneidi 100,000
25,000
Henrik Boyander 4,000
1,000
Raghib Zuberi 5,000
1,250
Yamama-Al-Kuwait
Steen Thomsen 4,000
1,000
Carlos Goncalves 50,000
12,500
-23-
Name Consideration No. of
Shares
---- -------------
-------------
Robert and Joanne Penner, Trustees 20,000
5,000
of the Penner Family Trust
Anders Jonson 2,000
500
Thomas M. Lyvers, Sr. 10,000
2,500
Brenda R. Lyvers
Charles Kirby 50,000
12,500
Heather M. Evans 10,000
2,500
David S. Haydan 20,000
5,000
Shirley C. Haydan
Direct Diamonds and
Gold Exchange, Inc. 20,000
5,000
Len Rothstein 20,000
5,000
Richard D. Reinisch and 40,000
10,000
Grace A. Reinish
David A. Zallar 20,000
5,000
Christopher A. Marlett Living Trust 20,000
5,000
David A. Zallar 20,000
5,000
------
-----
Total $1,625,800
406,450
==========
=======
The Company claims the exemption from registration provided by
Section
4(2) of the Securities Act of 1933, as amended, and/or Rule 506 of
Regulation D adopted thereunder for the transactions described above.
All
of the purchasers were either known to the Registrant, or were
referred to
the Registrant by a consultant to the Company. Based upon the written
representations made by the purchasers and other information known to
the
Registrant, the Registrant believes all of the purchasers were
Accredited
Investors as that term is defined in Rule 501 of Regulation D. All
purchasers represented that they purchased the securities for
investment,
and all certificates issued to the purchasers were impressed with a
restrictive legend advising that the shares represented by
certificates may
not be sold, transferred, pledged or hypothecated without having first
been
registered or the availability of an exemption from registration
established. Stop transfer instructions have been placed against the
transfer of these certificates by the Registrant's Transfer Agent. No
brokers or dealers received compensation in connection with the sale
of
these shares.
--------------------------------------
In November 1999, as partial consideration for consulting services,
the Registrant issued ATO Ram 2, Ltd. a warrant to purchase up to
30,000
shares of the Registrant's common stock, exercisable at $4.00 per
share for
five years.
-----------------------------------------
In March 2000, we entered into an agreement with Neidiger, Tucker,
Bruner, Inc. to cancel a 101,681 share stock warrant agreement, for
which
we agreed to pay $330,000 cash as consideration.
----------------------------------------
----------------------------------------
The company's Proxy statement for May 2002 contained additional
information:
SCHEDULE 14A INFORMATION
Beneficial Owners ....# or shares...% of shares
Higgins D. Bailey 1,657,150 (1) 13.86
Wilson S. Benjamin 93,334 (2) 0.78
Randall L. Carpenter 21,334 (3) 0.18
Joseph R. Ianelli 80,834 (4) 0.68
Patricia G. Kriss 37,675 (5) 0.32
Paul V. Maier 26,003 (3) 0.22
Bruce R. Manning 16,667 (4) 0.14
Dennis K. Metzler 10,000 (6) 0.08
Thomas G. Tachovsky 109,200 (7) 0.91
Thomas T. Anderson 1,349,693 11.29
Donald Hunter 642,758 (8) 5.37
James E. Wynn 511,085 (9) 4.27
All current directors
and executive officers
as a group (9 persons) 2,052,197 17.16
--------------------------------------------------------------------------------
(1) Includes 1,289,093 shares owned in joint tenancy with Shirley A.
Bailey, the spouse of Dr. Bailey, and 345,834 shares that are issuable
upon exercise of stock options.
(2) Includes 50,000 shares owned indirectly by ATO Ram 2, Ltd. of
which Mr. Benjamin is partner and 43,334 shares that are issuable upon
exercise of stock options.
(3) Includes 20,000 shares issuable upon exercise of stock options.
(4) Represents shares issuable upon exercise of stock options.
(5) Includes 1,300 shares held by Ms. Kriss, 800 shares held in the
Ronald F. Kriss IRA, 1,075 shares owned jointly by Ronald F. Kriss and
Patricia G. Kriss, and 34,500 shares issuable upon exercise of stock
options. Does not include 95,000 shares issuable upon exercise of
stock options which are not vested. Ronald F. Kriss is the husband of
Ms. Kriss.
(6) Includes 5,000 shares issuable upon exercise of stock options.
(7) Includes 103,200 shares issuable upon exercise of stock options.
Does not include 400,000 shares issuable upon exercise of stock
options which are not vested.
(8) Information is based upon public documents. Includes 43,900 shares
are held in the name of Deloras Decker Hunter, trustee of the Deloras
Decker Hunter Generation Skipping Trust and 80,000 held directly by
Mr. Hunter. Deloras Decker Hunter is the spouse of Mr. Hunter and Mr.
Hunter may be deemed to have voting control over these 43,900 shares.
Also includes 457,500 shares that are issuable upon exercise of stock
options.
(9) Information is based upon public documents and information
provided to the Company prior to Dr. Wynn's resignation. Of these
shares, 401,085 shares are owned in joint tenancy with Joyce Wynn, the
spouse of Dr. Wynn, 45,000 shares are held solely by Joyce Wynn, and
65,000 shares are issuable upon exercise of stock options.
--------------------------------------------------
--------------------------------------------------
I hope this additional information is useful to you. I'm afraid there
is no mention of "Island,
Archapeligo" or any similar groups. As far as I know, these are
trading houses where stocks are bought and sold, but are not
themselves owners of actual shares of stock.
Let me know if you need any further clarification or more information.
pafalafa-ga
