VIRGINIA:
IN THE CIRCUIT COURT OF MONTGOMERY COUNTY
PETER R. RONY
Plaintiff
V.
NANOTRAN, INCORPORATED
TYCHON, INCORPORATED
THE BLACKSBURG GROUP, INC.
GROUP TECHNOLOGY, LTD.
DAVID G. LARSEN
JONATHAN A. TITUS
CHRISTOPHER C. TITUS
and
SARA J. TITUS
Defendants
REQUESTS FOR ADMISSIONS
PIaintiff, Peter R. Rony, requests Defendants , Nanotran Incorporated, et al., within 21 days after service of this request, to make the following admissions for the purpose of this action only and subject to all pertinent objections to the admissibility which may be interposed at the trial.
That each of the following statements is true:
1. Nanotran, Incorporated is a Virginia Corporation.
2. Nanotran, Incorporated was established on or about August 2, 1974.
3. Nanotran, Incorporated was awarded its Certificate of Incorporation on August 8, 1974.
4. Nanotran, Incorporated’s initial directors were Peter R. Rony, David G. Larsen, and Jonathan A. Titus.
5. Nanotran, Incorporated’s main business purposes as stated in its Articles of Incorporation are to develop engineering and teaching aids and procedures and to develop procedures, ideas and new ways of teaching; to design automation systems, process control systems, digital electronic systems and analog systems and to manufacture said systems and to perform all acts and things necessary to acquire title to any such property or dispose of the same in the general conduct of the business of such corporation; also to carry on a general commission business in relation thereto. To enter into any contract in relation to any of the purposes herein stated either alone or jointly with any other company or companies or persons and . . . .
6. Tychon, Incorporated is a Virginia Corporation.
7. Tychon, Incorporated was established on or about November 1, 1974.
8. Tychon, Incorporated was awarded its Certificate of Incorporation on November 7, 1974.
9. The initial directors of Tychon, Incorporated were Jonathan A. Titus, Christopher C. Titus, Peter R. Rony, and David G. Larsen.
10. The main business purposes of Tychon, Incorporated as stated in its Articles of Incorporation are: “To perform research and work in the field of electronics and computers. To perform research and work in the field of process control computers. To do research and work in connection with data acquisition and data logging, and to do research and work in connection with chemical instrumentation for measurement control . . . “
11. Group Technology, Ltd. is a Virginia Corporation.
12. Group Technology, Ltd. was established on or about February 5, 1979.
13. Group Technology, Ltd. was awarded its Certificate of Incorporation on February 21, 1979.
14. The initial directors of Group Technology, Ltd. were Jonathan A. Titus, Frederick I. Scott, Jr., Peter R. Rony, Christopher C. Titus, and David G. Larsen.
15. The main business purposes of Group Technology, Ltd. as stated in its Articles of Incorporation are: “To engage in the manufacturing and marketing of electronic equipment, publishing and marketing of educational books, the purchase and sale of real estate . . . “
16. The Blacksburg Group, Inc. is a Virginia Corporation.
17. The Blacksburg Group, Inc. was established on or about October 8, 1979.
18. The Blacksburg Group, Inc. was awarded its Certificate of Incorporation on October 15, 1979.
19. The initial directors of The Blacksburg Group, Inc. were Jonathan A. Titus, David G. Larsen, and Christopher C. Titus.
20. The Blacksburg Group, Inc.’s main business purposes as stated in its Articles of Incorporation are: “To engage in book publishing, editing, and the development and marketing of educational materials and electronic equipment.”
21. Plaintiff was not informed at the time when The Blacksburg Group, Inc. was formed.
22. On or about October 31, 1979, The Blacksburg Group, Inc. made a payment of $500 to Tychon, Incorporated and a payment of $1000 to Nanotran, Incorporated.
23. On December 3, 1979, the board of directors of Nanotran, Incorporated recommended the sale of some of the assets of Nanotran for $22,100 to The Blacksburg Group, Inc., the terms of which were $1000 down, and 8% interest for ten years.
24. On December 3, 1979, the board of directors of Nanotran, Incorporated recommended the payment of a $50 per month management fee to The Blacksburg Group, Inc. to administer contracts, agreements, etc.
25. The board of directors also recommended payment of $16,500 in management fees to The Blacksburg Group, Inc. for their services in administering contracts, agreements, et cetera during the first year.
26. On December 3, 1979, the board of directors of Tychon, Incorporated recommended the sale of most all of the assets of Tychon, Incorporated to The Blacksburg Group, Inc.
27. The offer from The Blacksburg Group, Inc. was $6,753.00 for all assets of Tychon, Incorporated, as shown on a sheet attached to notice of stockholders meeting given to Plaintiff on December 18, 1979.
28. Payment from The Blacksburg Group, Inc. was to be made to Tychon Incorporated.
29. Under the terms of the sale of assets of Tychon, Incorporated to The Blacksburg Group, Inc., Tychon, Incorporated was to pay a fee of One Hundred ($100.00) Dollars per year to The Blacksburg Group, Inc.
30. On December 14, 1978, Plaintiff made an offer to purchase all of the Nanotran, Incorporated assets listed in the minutes of the December 3, 1979, board of directors meeting.
31. Plaintiff offered to pay Forty Thousand with $4,000 down payment, and the remainder paid over 9 years at 8.25% interest for the listed Nanotran, Incorporated assets.
32. On December 24, 1979, Plaintiff made an offer to purchase all of the Tychon, Incorporated assets listed on the December 18, 1979 list.
33. Plaintiff offered to pay Six Thousand ($6,900.00) Dollars, with $750 down payment, and the remainder paid over 9 years at 8.25% interest for the Tychon, Incorporated assets listed for sale.
34. The following assets of Tychon, Incorporated were not listed as being for sale:
a. A TRS-80 Microcomputer;
b. A MD-I Microcomputer Development Systems with EPROM Programmer;
c. Texas Instruments Microcomputer Board.
35. On April 21, 1980, the directors of Tychon, Incorporated (Larsen, J. Titus and C. Titus) recommended approval of the offer of The Blacksburg Group, Inc. as being superior to the offer of Plaintiff.
36. On April 21, 1980, Jonathan Titus stated as his reason for accepting The Blacksburg Group, Inc.‘s offer was that its offer would yield
$9,815.00, while Plaintiff’s offer would equal only $9,704.55.
37. As of May 7, 1980, the stockholders of Nanotran, Incorporated have still not acted on either offer, in spite of the directors’ recommendation of December 3, 1979.
38. A typewriter and the Radio-Shack TRS-80 Microcomputer have been given to Larsen, C. Titus and J. Titus.
39. On or about January 29, 1979, the salaries of Defendants Jonathan A. Titus and Christopher C. Titus were raised without recordation of the approval of the increases in the minutes of any board of directors meeting.
40. The salary of Defendant Jonathan A. Titus was raised from $14,999.92 in 1978 to an annual rate of $23,000 per year.
41. The salary of Defendant Christopher C. Titus was raised from $14,999.92 in 1978 to an annual rate of $19,846.32 or greater.
42. In January, 1979, the companies were in a cash bind, and could not afford the increases in salaries.
43. The increase in salary payments from Nanotran, Incorporated to Tychon, Incorporated was not approved by the directors of Nanotran, Incorporated.
44. In the first 17 books in The Blacksburg Continuing Education Series published by Howard W. Sams & Co., Inc., The Blacksburg Group was promoted by Nanotran, Incorporated as an association consisting of Plaintiff, Defendants David G. Larsen, Jonathan A. Titus and Christopher C. Titus
45. Plaintiff was listed as a member of “The Blacksburg Group” and as one of four co-editors of the following books published by Howard W. Sams & Co., Inc.:
a. Introductory Experiments in Digital Electronics, Microcomputer Programming and Interfacing, Book 1
b. Introductory Experiments in Digital Electronics, Microcomputer Programming and Interfacing, Book 2
c. Microcomputer - Analog Converter Software & Hardware Interfacing
d. Logic & Memory Experiments Using TTL ICS, Book I
e. Logic & Memory Experiments Using TTL ICS, Book 2
f. 555 Timer Applications Sourcebook, with Experiments
g. Design of Active Filters, with Experiments
h. Design of OP-AMP Circuits, with Experiments
i. Design of Phase-Locked Loop Circuits, with Experiments
j. DBUG, An 8080 Interpretive Debugger
k. NCR Basic Electronics Course, with Experiments
l. NCR Data Communications Concepts
m. NCR Data Processing Concepts Course
n. NCR EDP Concepts Course
o. Interfacing & Scientific Data Communications with Experiments
p. 8080/8085 Software Design, Book I
q. Z-80 Microprocessor Programming & Interfacing, Book I
46. Plaintiff appears as co-author of Z-80 Microprocessor Programming and Interfacing, Book 2, but not as a member of “The Blacksburg Group” or as a co-editor.
47. Plaintiff wrote one of the chapters, edited the book, and drew most of the line drawings appearing in Z-80 Microprocessor Programming and Interfacing, Book 2.
48. The following books have been published by Howard W. Sams & Co., Inc. in which Plaintiff’s name has been omitted from the listing of co-editors and also omitted from the description of “The Blacksburg Group”:
a. 8080/8085 Software Design, Book 2
b. TRS-80 Interfacing, Book I
c. TEA, an 8080/8085 Co-Resident Editor/Assembler
d. 8085A Cookbook
e. How to Program and Interface the 6800
f. Programming & Interfacing the 6502, with Experiments
g. Design of VMOS Circuits, with Experiments
49. Defendants requested Howard W. Sams & Co. , Inc. not to include Plaintiff as a co-editor or member of “The Blacksburg Group” for the books listed above.
50. In the Fall of 1979, the name, The Blacksburg Group, was used by the Defendants to create their own new company that excluded Plaintiff.
51. Plaintiff was listed as a 1/4 recipient of royalties from the book, “TRS-80 Interfacing”.
52. Plaintiff never received any advance royalty payments or monthly payments from the sale of the published TRS-80 Interfacing book.
53. Plaintiff is not listed as royalty recipient in contracts for the publication of “8085 Microcomputer Design” and “TRS-80 Interfacing, Book 2”.
54. On September 24, 1979, the division of the royalties from the following book titles – TRS-80 Interfacing, Book I; TRS-80 Interfacing, Book 2; and 8085 Cookbook -- was voted by the directors of Nanotran, Incorporated to be paid only to the board members, and not to Plaintiff.
55. This was the first time in five years that any payments of royalties were made to board members for their work as board members.
56. Nanotran, Incorporated can purchase any books published by Howard W. Sams & Co., Inc. for 50% of the retail price in quantities of 25 or more.
57. Nanotran, Incorporated receives a 10% commission on all such sales of books from Howard W. Sams & Co., Inc. providing they are outside of Howard W. Sams & Co, Inc.’s normal marketing area.
58. Group Technology, Ltd. is now selling Howard W. Sams & Co., Inc.’s books.
59. The Blacksburg Group, Inc. is now selling Howard W. Sams & Co. Inc. books.
60. The directors of Nanotran, Incorporated and Tychon, Incorporated voted on September 23, 1979, to move the corporate offices.
61. David G. Larsen, Jonathan A. Titus and Christopher C. Titus purchased property via a land partnership among themselves on August 16, 1979.
62. The offices of Nanotran, Incorporated were moved in late October or early November, 1979.
63. Plaintiff was not informed at the time of any of the details of this change in business location.
64. Nanotran, Incorporated and Tychon, Incorporated are now paying $650 a month rent, a figure higher than they were paying at the old business location.
65. On September 24, 1979, the board of directors of Nanotran, Incorporated voted to hire David G. Larsen, a majority shareholder, as a consultant, and to pay him a consulting fee of $1,500.00 for the period of September I, 1979, to January I, 1980.
66. On September 23, 1977, at stockholders and directors meetings of Nanotran, Incorporated and Tychon, Incorporated, the following motions were made, seconded, and passed:
(a) Nanotran was to execute formal consulting contracts with Plaintiff, Defendants David G. Larsen, Jonathan A. Titus and Christopher C. Titus;
(b) Nanotran, Incorporated was to enter into formal employment contracts with Defendants Jonathan A. Titus and Christopher C. Titus;
(c) Nanotran, Incorporated was to enter into a formal consulting and support contract with Tychon, Incorporated; and
(d) Having done the above, additional stock in Nanotran, Incorporated and Tychon, Incorporated was to be sold to Plaintiff, Defendants David G. Larsen, Jonathan A. Titus, and Christopher C. Titus to equalize the ownership of the companies.
67. The directors of Nanotran, Incorporated have been able to provide copies of only two of the contracts, listed in Statement 66, a consulting contract signed by Plaintiff on October I, 1977, and a consulting contract signed by Defendant David G. Larsen on March 10, 1978.
68. There are no other contracts covering the items listed on Statement 66.
69. On December 3, 1979, the directors of Nanotran, Incorporated voted to sever the “consulting agreement and relationship” between Nanotran and Tychon and to pay Tychon $12,400 as a severance payment.
70. The annual meeting of Nanotran, Incorporated stockholders must be held on the first Tuesday of February each year.
71. The annual meeting of stockholders of Tychon, Incorporated must be held on the first Monday of February each year.
72. Neither the annual meeting of Nanotran, Incorporated nor the annual meeting of Tychon, Incorporated have been held for 1980.
73. On April 17, 1979, Plaintiff was removed from the board of directors of both Nanotran, Incorporated and Tychon, Incorporated.
74. Plaintiff was elected to these two boards on January 30, 1979.
75. Plaintiff regularly received a monthly royalty payment from E & L Instruments, Inc., which passed through Nanotran, Incorporated.
76. The last royalty payment from E & L Instruments, Inc. received by the Plaintiff was for November, 1978.
77. Royalty payments from E & L Instruments, Inc. for the months of December, 1978, through July or August, 1979, are still owed to Plaintiff in a total amount of approximately $10,000.
78. In September and October, 1979, Nanotran, Incorporated purchased $23,910 worth of T. Rowe Price Funds.
79. This investment in T. Rowe Price Funds was made by I Nanotran, Incorporated rather than meeting its obligation of paying Plaintiff what was owed to him in delinquent E & L Instruments, Inc. royalty payments passed through Nanotran, Incorporated.
80. On September 24, 1979, directors of Tychon, Incorporated voted to purchase $50,000 “key-man” life insurance for each of the three majority shareholders (Defendants Jonathan A. Titus, David G. Larsen and Christopher C. Titus) who were directors of Tychon, Incorporated.
81. On May 17, 1979, Nanotran, Incorporated, or its officers and directors, had control over the following Swiss bank account: #11-908 218/02, Migros Bank, Seidengasse 12, P1 0. Box 2826, CH-8023, Zurich, Switzerland.
PETER R. Rony
By ________________________________
Cordell M. Parvin
ROCOVICH, DECHOW, PARVIN &WILSON, P.C.
P.O. Box 13606
Roanoke, Virginia 24035
:C E R T I F I C A T E:
I, Cordell M. Parvin, do hereby certify that I mailed or caused to be delivered a true and correct copy of the foregoing Requests for Admissions to Bruce Stockburger, Long, Long & Stockburger, 103 Jackson Street, P. 0. Box 196, Blacksburg, Virginia 24060, this 21st of May, 1980.
____________________________
Cordell M. Parvin