The original founders of Cheyenne Mountain Entertainment are currently going through one of the most common stories in corporate America: Hostile take over, A.K.A. corporate theft. The current Cheyenne Mountain Entertainment president Tim Jenson who has experience in corporate hostile take overs has been setting the ground work for months which includes a smear campaign on various founders and board of directors. It is almost identical to the corporate take over performed by Tim Jenson at Merisel in 2007. Tim Jenson was unsuccessful in his take over bid which resulted in charges by the SEC (http://www.sec.gov/litigation/litreleases/2008/lr20478.htm). Tim Jenson transferred Merisel assets and private investments to TDH Enterprises (Owned by Tim Jenson). Tim Jenson settled with the SEC by consenting to the entry of a Final Judgment that will bar him from serving as an officer or director of a public company and order him to pay a $275, 000 civil penalty.
It appears that Tim Jenson has not learned his lesson from the days at Merisel and TDH Enterprises, and only perfected his techniques. Tim Jenson, planned his corporate take over of Cheyenne Mountain Entertainment and executed his plan to transfer assets to his new company Knowledge Relay the day before Cheyenne Mountain Entertainment released it's first product: Stargate Resistence, an online third person shooter video game. It was brilliant plan:
1. Anonymously defame the officers of the company you need to remove months in advance.
2. File a suit against the officers Tim needs to remove and accuse them of investment fraud.
3. Use a restraining order to prevent those officers from entering the premise of the company and remove relevant investment paperwork.
4. Remove old Board of Directors and file investment fad lawsuit. Create a new Board of Directors that are loyal.
5. Become majority shareholder.
6. Devalue the company so that lawyers will advise investors there is no value and no money to sue Cheyenne Mountain/FireSky.
Encourage investors to sue the removed officers creating enough time an distraction.
7. Sell devalued preferred shares and transfer assets of Cheyenne Mountain other Tim Jenson companies such as Knowledge Relay, Blue Springs LLC.
Sell shares at a preferred value to Knowledge Relay investors and Blue Springs clients.
8. Once ownership of assets have been moved to Knowledge Relay, fire new Board of Directors and file suit for securities fraud and file restraining orders.
9. Sell Knowledge Relay assets obtained from Cheyenne Mountain and Firesky for low price.
10. Compensate the majority investor (Tim Jenson) from Knowledge Relay and Blue Springs LLC and honor financial commitments with MGM who provided the license for the game title.
In order to save Cheyenne Mountain Entertainment and it's assets, the original Board of Directors were left no choice to file Chapter 11 to execute a stay of all assets. Tim Jenson and the new Board of Directors have unsuccessful tried to repeal the Chapter 11. False documentation was produced by Tim Jenson and provided to Arizona police that the Chapter 11 has been removed, proceeded to remove Cheyenne Mountain Entertainment assets, and released a false a statement that Chapter 11 has been removed. According to the US Bankruptcy Court this case is still in motion under review and has not been rescinded.
Tim Jenson has also laid off the entire Cheyenne Mountain Entertainment and Firesky Staff, retaining one loyal employee to manage the video game until all assets are officially owned by Knowledge Relay, which then the third person shooter game will be taken offline.
This legal battle will continue for weeks to come between the founding officers of Cheyenne Mountain Entertainment and the President Tim Jenson who was hired to operate the company. Only time will tell if this case will be another fraud story of Corporate America or another success story of the American entrepreneur. If Tim Jenson wins this case it will be another Corporate American fraud story, which the person with a lot of money can take whatever they want and manipulate the law to justify it. If this happens Tim Jenson can be added to the lists of Bernie Madoff, Enron, firstname.lastname@example.org.
U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 20478 / March 5, 2008
Securities and Exchange Commission v. Timothy N. Jenson and TDH Enterprises, LLC, Case No. SACV 08-0241 CJC (MLGx) (C.D. Cal.)
SEC Charges Former Merisel, Inc. Executive for Self-Dealing Company Assets
The Securities and Exchange Commission filed charges on March 4, 2008, against Timothy N. Jenson, formerly Merisel Inc.'s chief executive and chief financial officer and a director. The Commission's complaint, filed in federal district court in Santa Ana, alleges that Jenson, age 48 and a resident of Los Alamitos, Calif., made numerous material misstatements and omissions in Merisel's SEC filings and in company press releases as part of a scheme to loot company assets in two separate but similar self-dealing transactions. Also named in the complaint is TDH Enterprises, LLC, the Jenson-controlled company used to carry out one of the transactions. At the time of Jenson's misconduct, Merisel was based in El Segundo, Calif. and engaged in the software licensing business.
As alleged in the complaint, one transaction involved Jenson's sale of certain Merisel software licensing assets and real property to D&H Services, LLC, an undisclosed related party that he controlled, at over $2.6 million below the assets' value. The complaint further alleges that Jenson engaged in another undisclosed related party transaction when he sold RKM Partners, an inoperative Merisel subsidiary, to defendant TDH Enterprises for just $1, 000 although the subsidiary held over $952, 000 in assets.
The Commission's complaint further alleges that Jenson misrepresented or failed to disclose the related party nature of those transactions in Merisel's Form 10-Q, an earnings press release, various Forms 8-K, and a proxy statement. Jenson also failed to account properly for the $2.6 million loss resulting from the asset sale to D&H Services in a Merisel earnings press release and in a Form 8-K that announced Merisel's earnings.
The complaint alleges that, as a result of his conduct, Jenson committed securities fraud and that, in carrying out and covering up his fraud, Jenson falsified Merisel's books and records, circumvented its internal controls, signed a false certification as to the accuracy of Merisel's Form 10-Q, made false and misleading statements and omissions to Merisel's auditors, and solicited proxies by means of a misleading proxy statement. The complaint further alleges that Jenson aided and abetted Merisel's violations of the reporting requirements, record keeping, and internal control requirements of the securities laws. The complaint also alleges that TDH aided and abetted Jenson's antifraud and proxy violations, as well as Merisel's reporting violations.
Jenson and TDH Enterprises, without admitting or denying the Commission's allegations, consented to the entry of Final Judgments that will enjoin them permanently from violating the antifraud and other provisions of the federal securities laws. Jenson also consented to the entry of a Final Judgment that will bar him from serving as an officer or director of a public company and order him to pay a $275, 000 civil penalty.
The complaint alleges that, as a result of his conduct, Jenson committed securities fraud in violation of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The complaint also alleges that in carrying out and covering up his fraud, Jenson falsified Merisel books and records and circumvented internal controls in violation of Exchange Act Section 13(b)(5) and Rule 13b2-1, signed a false certification as to the accuracy of Merisel's Form 10-Q in violation of Exchange Act Rule 13a-14, made false and misleading statements and omissions to Merisel's auditors in violation of Exchange Act Rule 13b2-2, and solicited proxies by means of a proxy statement containing material misrepresentations and omissions in violation of Exchange Act Section 14(a) and Rule 14a-9. The complaint further alleges that Jenson aided and abetted Merisel's violations of the reporting requirements of Exchange Act Section 13(a) and Rules 12b-20, 13a-11, and 13a-13, of the record keeping requirements of Exchange Act Section 13(b)(2)(A), and of the internal control requirements of Exchange Act Section 13(b)(2)(B). The complaint also alleges that TDH aided and abetted Jenson's violations of Exchange Act Sections 10(b) and 14(a) and Rules 10b-5 and 14a-9 and Merisel's violations of Exchange Act Section 13(a) and Rules 12b-20 and 13a-13 thereunder.