SCHAUMBURG, Ill., March 7 /PRNewswire-FirstCall/ -- Dauphin Technology,
Inc. ("Dauphin") (OTC: DNTK), a publicly traded company based in Schaumburg,
Illinois, whose common stock trades on the Pink Sheets Electronic Quotation
Service under the symbol DNTK.PK, today announced that it has filed legal
action against preferred shareholders Stavros N. Papageorgiou and Nikolaos S.
Papageorgiou, their advisor, Miltos Louizidis, and the investment banking firm
of Crescent International, Ltd. (the "Defendants").
The complaint alleges, among other things, breaches of various agreements,
fraud, tortious interference, conspiracy, and breaches of fiduciary duties by
the Defendants. Specifically, Dauphin alleges that the Defendants embarked
upon a scheme to defraud, tortiously interfere with contracts and business
relationships, and to breach fiduciary duties in order to steal from Dauphin
and its shareholders certain critical business opportunities, including its
current efforts to merge with GeoVax, Inc.
The purpose of this action is to recover damages caused to the Company in
prior business dealings and to protect the interests of current
non-controlling (common) shareholders from the Defendants' recent attempts to
sabotage the present merger plan with GeoVax, Inc., whereby, they would obtain
significantly more shares for themselves at the cost of all common
shareholders.
According to Andrew J. Kandalepas, Dauphin's CEO and Chairman, "the
Defendants, have followed a consistent pattern of profiting schemes for the
enrichment of themselves at the cost, work and achievements of others. This
pattern is very apparent throughout the complaint whereby they have repeatedly
caused harm to our Company and its shareholders by their unethical conduct,
ever since the day I first introduced the Papageorgiou group to Crescent
International, in mid 2004. Specifically, pertaining to the GeoVax merger,
Dauphin's management has worked diligently towards the fulfillment of the
transaction, where the Defendants continuously obstructed with our plans, for
the sole purpose of satisfying their personal greed and to the detriment of
the Dauphin project. With their relentless attempts to derail the project in
order to steal it for themselves, they caused serious delays in our auditing
efforts and subsequent closing of the merger itself. I strongly believe that
the closing of the merger with GeoVax could have concluded much sooner, well
within the year 2005, provided that the Defendants did not obstruct the
process. Further, their motives and actions have seriously impacted our budget
and overall costs of achieving our milestones to date."
"GeoVax's management has demonstrated its strong desire and willingness to
complete its merger with Dauphin by its recent signing of the Merger
Agreement," states GeoVax's CEO, Mr. Don Hildebrand. "The merger will conclude
only as specified in the Merger Agreement and only with Dauphin's current
management in place, which has worked tirelessly to increase shareholder value
through this transaction," continues Mr. Hildebrand.
GeoVax, Inc. is a development stage biotechnology company established to
develop, license and commercialize the manufacture and sale of human vaccines
for diseases caused by the Human Immunodeficiency Virus (AIDS) and other
infectious agents. Dauphin and GeoVax announced on January 24, 2006 their
execution of a definitive Agreement and Plan of Merger (the "Merger
Agreement").
"Concurring with Mr. Hildebrand, Dauphin, with its strong base of common
shareholders behind it, remains poised and committed to conclude the GeoVax
merger. GeoVax and its management have been very gracious to Dauphin
throughout the process and do not deserve the kind of turbulence created by
the Defendants. Similarly, Dauphin's shareholders do not deserve, should not
be deprived, and should not allow another opportunity to be stripped away from
them, as happened with the Arcadia affair earlier in 2004. However, I believe
that filing this lawsuit is a positive step for the company towards completing
the pending transaction with GeoVax, as it will deter the Defendants from
interfering with the company's business opportunities, immediately," Mr.
Kandalepas concluded.
Significant damages sought in the complaint are attributed to the Arcadia
proposition, mentioned above, where the Defendants stripped the Company from
an earlier opportunity to merge Dauphin with Arcadia Digital, S.A., a
subsidiary of Sanyo Hellas Holdings, S.A., which is controlled by the
Papageorgiou Defendants. Although this opportunity was introduced and
orchestrated by Dauphin's CEO, the Papageorgiou Defendants, in collaboration
with Crescent International, Ltd., secretly replaced Dauphin with another U.S.
public vehicle to enhance their own financial gains.
The action filed by Dauphin does not prohibit any of the Company's
shareholders, employees, affiliates, advisors, etc., from acting on their own
behalf, independently, individually or jointly, in pursuing any potential
action(s) against the Defendants.
No Stock Exchange has reviewed nor accepted responsibility for the
adequacy or accuracy of the contents of this news release, which has been
prepared by management. Statements contained in this news release that are not
historical facts are forward-looking statements as that term is defined within
the "safe harbor" provision as contained in the private securities litigation
reform act of 1995. Such forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially from
estimated results.
SOURCE Dauphin Technology Inc.
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CONTACT: Dauphin Technology, Inc., +1-847-303-6566
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