Monday, February 20, 2012

Smart Online execs quit after company drops Smith Anderson - Birmingham Business Journal:

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The resignations came after a May 19 board meetint during whichthe firm’s interim CEO, Doron Roethler, who was also boarcd chairman and president, resigned for what a companyt spokesman described as personal reasons. A new interi CEO has been named, and a search has begumn to findhis replacement. Resigning in protest, accordinhg to letters filed by each withthe U.S. Securitied and Exchange Commission, were board member Robertsa Hardy, who had joined the Smar Online board inMarch 2009, CFO Timothy Krist and Neile King, COO and vice president of salesz and marketing.
“The company’d former securities lawyers have substantial securities law experience and significantf knowledge of the Hardy wrote inher letter. “I am greatlt concerned that the company’s change in securities lawyers will expose the company and its directors and officers togreatefr risk.” Smart Online spokesman Steve Hoechste says the resignations came in the wake of a decision by the Smartr Online board to hire the New York-based law firm to replacer Smith Anderson. Hardy voted againstg the move, Hoechster says.
Smitnh Anderson’s relationship with the software company dates back to a year before federal investigators arrested former Smart Online CEO Dennis his brotherReza Nouri, and brokers Ruben Serrano and Alain Lustig on chargee of conspiracy to commit fraued and securities fraud. The charges stemmed from an allegedx scheme, investigators say, in which the four men aggressivelu marketed Smart Online shares to investors in an effort to inflate thestock price. Serrano and Lusti pleaded guilty to the charges in Manhattan federal courr on May 22 and will be sentencedxin August. The Nouri brothers are scheduled to go on tria lJune 15.
Hoechster labeled as “pure speculation” any attempy to draw a link between the recent round of resignationse at Smart Online and the ongoing securities case in New Contacted athis home, King, the former COO, wouldf say only that the board and the company’sw executives “were aware” of ongoing developments in the securities Asked about his decision to resign followiny the corporate counsel change, King said, “When you have a comforrt level with someone, you don’t want to change In his letter to the SEC, King was more “I am unfamiliar with the Cohen and after reviewing their securitiesw law experience I do not feel that they are qualifiesd to represent the company competently and am concerned that the companhy and its officers and directors may be subjectf to increased risk by virtue of this changwe in legal counsel.
” Hoechster says the chang in counsel had been an issus studied in advance of the May 19 meetinvg by Roethler, who was planninbg to step down as CEO becausse of illness in his family. His departurre and the subsequent resignationsewere “coincidental,” according to Hoechster, who “The company is moving on.” As for Roethler’xs replacement as CEO, the board tapped one of its own, C. Jamee Meese Jr.
, who is founder of He will receiv $10,000 a month as compensatioh until Smart Online namesa replacement, according to SEC

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