jiesen
03-25-2007, 03:11 PM
Looks like the HIET CEO refused to go quietly into the good night...
from:
http://www.heinvestors.com/whistle.html
Enforcement Complaint Form
Please provide the information in the space allotted or add additional information at the bottom and press "submit this form" - or send to SEC Division of Enforcement, 100 F Street, N.E. Washington, D.C. 20549. We may share the information you provide with others. Read the Privacy Act Notice (http://www.sec.gov/privacy.htm) to learn more about how we may use the information you send to us.
Information About You
Your Name: Bogdan Castle Maglich Email Address: maglich@msn.com Your Address: 2785 Vista Umbrosa,
Newport Beach,
CA 92660 Phone Number: 949-439-0552 (Cell)
949-718-9201 (Landline) Information About Your Complaint
Type of Security: COMMON STOCK Entity Name: HiEnergy Technologies
and CIK 000 111 2424
Sec 0-32095 from
SLW Enterprises Inc. Names, Address, Telephone #s and Other Biographical Information about Individuals Involved
Roger Spillmann, CEO
1601B Alton Parkway, Irvine CA 92626
Tel. 949-757-0855
RSPILLMANN@HIENERGYINC.COM
How you Learned about the Transaction or other Activity
I am a director of the Company
Who Contacted you:N/A
Sales Material in Your Possession
MEMORANDUM D (our notation) of June 21, 2006
FOLLOWUP COMPLAINT
against
HIENERGY TECHNOLOGIES, INC.
• S.E.C. # 0-32095• CIK 0001112424 • NASDBB/“HIET”.
SUBJECT: LETTER THREATENING TWO WHISTLE-BLOWERS DIRECTORS WITH LEGAL ACTION IF THEY DO NOT WITHDRAW REQUEST THAT COMPANY ANSWER 34 QUESTIONS DEALING WITH LEGAL AND OPERATING PROBLEMS OF COMPANY
The original Complaint, submitted to you on June 16, is found in window "Details About the Transaction(s)"
ATTEMPT TO INTIMIDATE DIRECTOR ALZUHAIR
On June 21, of 2006, Director Alzuhair received a letter from Corporate Counsel threatening him (and Dr. Maglich) with a suit, if he stands by his request for answers to 34 questions in the MEMORANDUM of June 2, 2006. "If you respond that you agree with number (1) [MEMORANDUM of June 2, 2006], then we will include you in any legal action taken to preserve the Company?s rights and privileges, and to seek redress from any damage suffered by the Company as a result of such actions. On the other hand, if you tell us that you agree with number (2), then we will accept your word that you disassociate yourself from those statements and activities, we will not consider you adverse to the Company and we will look forward to your cooperation with the Board of Directors in dealing with and attempting to limit as much as possible any harm done to the Company or its shareholders as a result of Bogdan?s activities." [entire letter reproduced below in Exhibit d.1]
As a result, Mr. Alzuhair resigned on the same day, stating: "there is no product which we can market and sell although the market is thirsty for bomb detection products," (see letter of resignation, EXHIBIT d.2 below).
To this date the company did not answer any of the 34 factual questions raised in Memorandum of June 2, 2006.
EXHIBIT d.2
Dear Roger,
I am very sorry to let you know that I would like to resign now from HiEnergy's Board of Directors because the situation has become very bad and there is no product which we can market and sell, although the market is thirsty for bomb detecting products.
I have reached this decision all because of personal problems between Dr. Bogdan Maglich with two or three persons in HiEnergy which I do not like to be involved in. Dr. Maglich who is a friend of mine and whom I believe in that he would do positive results for the company.
So if you develop a product then please let me know so that I can help you to market and sell.
Best Regards
Harb Al Zuhair
Details About the Transaction(S)
Making fake press releases announcing non-existing "new products". Failures to file 8-K on material information filing 8-K with material information missing, 27 cases listed in memorandum
Date: June 14, 2006
MEMORANDUM C
COMPLAINT ON SEC NON-COMPLIANCE
against
HIENERGY TECHNOLOGIES, INC. NASDBB/?HIET?.
? S.E.C. # 0-32095? CIK 0001112424
To: DIVISION OF ENFORCEMENT
U.S. SECURITIES AND EXCHANGE COMMISSION
Subject: FAILURE TO FILE 25 MANDATORY 8-K or 425 REPORTS DISCLOSING MATERIAL EVENTS, AND FAILURE TO RETRACT 2 FALSE NEWS RELEASES
From: Dr. BOGDAN CASTLE MAGLICH, Director
C.1. Failure to file 8-K on June 7, 2006, disclosing that two highest-seniority Company?s Directors have submitted formal request for material information concerning 34 apparent Non-Compliance problems, 27 of which required mandatory SEC Filings.
On June 5, 2006, Hon. Harb Saleh Alzuhair of Riyadh, S. A. and Dr. Bogdan Castle Maglich of Newport Beach, CA, Directors and Co-Founders of HiEnergy Technologies, forwarded by electronic mail to the CEO and all members of the Board of Directors of HiEnergy Technologies, Inc., a signed Memorandum "Apparent Incompliance with the S.E.C. Requirements for Full Disclosure of Factors and Events materially affecting the company and its shareholders" and requested written comments to each and every point raised by 12:01(noon) PM, June 7, 2006. The Memorandum presents a list of a total of 34 concerns (divided into two parts, A and B) dealing with specific legal and management issues affecting the Company. [Reproduced below, immediately following this Memorandum C].
It is the fiducial and mandatory responsibility of Company?s CEO, to report the event in 8-K Form within 48 hours ( June 7) but has failed to do so to this date (June 14). At least some of the issues raised in the Memorandum are of critical ?burning? material significance to the Company.
Its signatories are material witnesses. Messrs. Alzuhair and Maglich are the Co-Founders of HiEnergy Microdevices (1995), the predecessor of HiEnergy Technologies and the only directors that were elected by shareholders at the last Annual Meeting (2003). Their own an aggregate equity of over 11 million in stock and options. Mr. Alzuhair has participated in every Board meeting on a telephone hookup. Dr. Maglich is the sole patentee of the invention around which the Company has been founded and operated.
C.2. Failure to file Report on the Form 425 on June 9, 2006, disclosing the Declaration of the legal position of the Company of June 7, 2006. seeking temporary exemption from the SEC?s full disclosure requirements in order to investigate the undisclosed ?reason to suspect? that 2 directors raised the issue of company?s problems with the purpose to damage the company.
On June 7, 2006, Christopher Jain, Esq., of August Law Group, Irvine, CA, Corporate Legal Counsel, has issued a Declaration of legal position sof the Company with respect to this Memorandum that runs counter the SEC policy of the adherence to the SEC Laws and regulations on the full disclosure and characterize the directors discharging their fiducial responsibility on the law compliance as acting ?for the purpose of damaging the company?, although they are the largest shareholders. This Declaration (reproduced below ) is a document of great and urgent significance and should have been reported on the Form 425within 48 hours. The fatc that it has not been reported to date represents a grave infraction.
The Counsel?s Declaration, rather than directing the Company to investigate the issues raised on their own merit, ? requested management of the Company not to respond prior to our conducting a review of their allegations.
Moreover , the Counsel represents to have an undisclosed ?reason to suspect? some undisclosed ulterior motives on the part of the two Directors. It reads: ?Based on a preliminary review of the Memoranda together with the context in which they were provided, coupled with discussions with management, there is reason to suspect that the allegations may not have been made in good faith but possibly for the purpose of the damaging the Company, its shareholders and management.?
The legal position doe not offer a rationale why would two largest shareholders be motivated to damage their own property while the company?s CEO, who own not one share of the Company?s stock, be more motivated to save the company by non ?disclosure and suppression and refusal to investigate issues of material facts at their own merit .)
The company?s Declaration is a document of material importance for both , its departure from the SEC?s rules and policy, and the charges that make the directors liable or in turn, if unproven, the company liable for defamation.
Moreover, delay in investigation of burning issues involve material damages and the Company should clearly state that delays will not damage the company.
C.3. Failure to file Special SEC Report Form 425 , due June 9, 2006, requesting exemption the SEC policy of full disclosye and stating the reasons Legal position on th and a a new interpretation of the fiducial responsibility to full disclosure of the Legal Affairs Committee of the Board and the Lwa firm Corporate Counsel
set forth as ; discharging their fiducial responsibility, with highest seniority (11 years)
Mr. Jain did not think it necessary to offer an intelligent explanation as to whay Alzuhair and Maglich would have more incentive to damage their own company than the CEO, who has not invested one dollar and does not own one single share of HIET stock.
On June 7, 2006, Mr. David Baker, Chairman of the Board?s Legal Affairs Committee, does not broach the issues at their own merit but
tries to kill the messenger instead of attending to the message. to imply that Mr Alzuhair did not really know what he was signing (see below).
later in the day, Me. Baker tries to intimidate Mr. Alzuhair counting on his non familiarity with the US laws, by an implicit threat that his (Akzuhair') perticipation in another US company, that started by two of us, may be a conflict of interest. (see below). Refusal to address the issues raised on their own merit throws serious doubts on the health of the company. Which ha a 100% drop o of sales between the last two quarters and which is existing by [printing shares/.
Date: June 2, 2006
MEMORANDUM Section A, Part 1 of 2
TO: HiEnergy Technologies, Inc. ? S.E.C. # 0-32095? CIK 0001112424
Roger Spillmann, President, CEO, COO; Member of the Board of Directors
William A. Nitze, Chairman of the Board of Directors
Greg Henkel, Controller FROM: Harb Saleh Alzuhair, Member of the Board of Directors
BogdanCastle Maglich, Member of the Board of Directors
__________________________________________________ ___________
Cc:
David R. Baker, Member of the Board of Directors
William Lacey, Member of the Board of Directors
Peter LeBeau, Member of the Board of Directors
Subject: APPARENT NON-COMPLIANCE WITH THE SEC REQUIREMENTS FOR DISCLOSURE OF EVENTS MATERIALLY AFFECTING THE COMPANY AND ITS SHAREHOLDERS
Period: February 17- June 2, 2006
Please find enclosed
List of Apparent noncompliance with SEC?s Disclosure Requirements.
We respectfully request your written comments on each and every item listed therein. Your Comments should be received electronically on or before Wednesday, June 7, 2006, 12:01 PM (noon), Pacific Time to two addressees:
Harb Alzuhair: harb@alzuhair.net
and
Dr. Bogdan Maglich maglich@heinvestors.com
Thank you.
CONCERNS ABOUT LEGAL STATUS OF THE COMPANY
We are concerned about the status of HiEnergy as a publicly reporting company, and demand that the following list of issues be addressed by HiEnergy?s management to the Board immediately, as set forth in our Memorandum of June 2, 2006 (above). We ask that CEO and Interim Chairman of HiEnergy Technologies report in writing on the following matters.
LIST OF ITEMS OF APPARENT NON-COMPLIANCE WITH THE SEC?s DISCLOSURE REQUIREMENTS
THE COMPANY HAS NO COMMERCIAL PRODUCTS.
A.1. Apparent misstatements on the part of CEO in SEC filings: Siegma misrepresented as being a ?commercial product?. SEC filings, news releases and the Company?s web site inaccurately present the ?suitcase? detector, SIEGMA 3E3, as a commercial product while it is only an unfinished Beta model, two stages away and at least a year away from a real product. Development of these two stages was in progress until 2/17/06 but was indefinitely postponed by the new CEO, without informing the Board. Missing stages: (i) Stirling cryo-coolant and (ii) palm computer.
(i) The current SIEGMA requires re-filling with liquid nitrogen every 8 hours which is not acceptable for continuous real life use and not saleable as a product. According to the purchase contract with SEPTA, liquid nitrogen cooling must be eliminated and replaced by a miniature self-contained cryogenic refrigerator, known as a Stirling engine. HiEnergy had been developing a Stirling engine for the past two years; its deployment into SIEGMA was scheduled for May 1, 2006. With the departure of the R&D Project Leader, Dr Kevin McKinny, development of the Stirling was left unfinished. Completion of the product has now been postponed by 13 months to May 30, 2007 (8-K 7 5/30/06, sect. B, paragraph 4).
(ii) Current SIEGMA uses a laptop which is highly impractical to carry in field emergencies, its normal operational mode; and the commercial product was designed to use palm computer; this development effort has been abandoned by the CEO, however.
A.2. Apparent misstatement on the part of CEO: News Release of April 10, 2006 announcing ?completion? of - to this date unfinished - old STARRAYS as a ?new product?. The laboratory model of the STARRAYS concept was announced in a News Releases two times before, once in July 2005, then on 4/7/06 but the development work required for its completion as a product has never been done. It was unsuccessfully tested in Saudi Arabia in July 2005. Its major deficiency (inability to operate in the Sun) was to be cured for a second demonstration in Riyadh, scheduled for April 18, 2006 by developing a special miniature air conditioner and power supply system. The CEO cancelled the development effort. The announced ?completed new product? isn?t there.
A.3. Apparent misstatement on the part of CEO: News Release of May 10, 2006, announcing ?breakthrough in performance? that did not happen of a new product that does not exist: ?HiEnergy Technologies to Deliver 'Dirty Bomb' and Special Nuclear Materials Detection and Identification with Next Generation Advanced Explosive Detection Systems?. The announcement apparently is unsupported by a technical report. The CEO did not report the ?breakthrough? to the Board, and the scientific team learned about it from the News Release which was written by the CEO.
THE COMPANY?S PATENT APPLICATIONS HAVE BEEN REJECTED
A.4. Apparent filure to file 8-K disclosing that none of the four patent applications covering the atometer has been granted. The first (master) application for patent has been ?finally? rejected on the grounds of ?similarity? and is under appeal. The appeal process requires a series of hearings with presentations in person by the inventor (Dr Maglich).The patents could be salvaged by a vigorous and well coordinated activity in Washington, which is not taking place. The patent applications have been mentioned in HiEnergy?s SEC filings many times. No correction or clarification has been made since the rejection of the master patent application. The venture has been forbidden to contact the patent lawyers since February 21, 2006.
LOSS OF KEY PERSONNEL A.5. The departure of Dr Kevin McKinny, R&D Project leader, from the Company and his move to Texas (making him practically unavailable for consulting) is an irreparable material loss that had to be reported in Form 8-K (see sect. B.11, B.12, B.13).
A.6. Apparent undisclosed termination of material contract on the part of CEO: Arbitrary refusal to deliver 50% contractual salary increase to scientists? and engineers in terms of S-8 stock. In order to make HIET?s remuneration competitive with the high-tech companies in Orange County, the Board decided in September 2005 that each member of the scientific and technical staff will receive an amount of S-8 shares equal to 50% in dollar value of their salary, vested immediately. Each staff member had received a letter to this effect dated July 26, 2005 letter [see down] stating this fact. The action by HiEnergy?s Board has been duly filed with the SEC in a Form 10 K report. The CEO has to this date refused to implement the decision, which has chagrined the staff. This is tantamount to arbitrary reduction of everybody?s compensation to 67% of the contractual pay. The company runs the risks of sudden departure of all staff, accompanied by a California Department of Labor order for payment of back wages plus penalties. Notoriety of cheating the scientists and engineers will make it very difficult to impossible to recruit new staff. Failure to disclose the risks and the decision to change the compensation as previously reported are each serious violations of SEC disclosure requirements.
THE COMPANY HAS NO GOVERNMENTAL CONTRACTS A.7. While throughout the period 1997-2005, HiEnergy had continuously had government grants and contracts, it has lost all of them in 2006, including the proposed one wi?h TSA in approx. $300,000 (unreported in 8-K filings).
APPARENT NON-DISCLOSURE ON THE PART OF CEO: FAILURE TO FILE 8-K?S REPORTING CANCELLATIONS OF OTHER MATERIAL CONTRACTS. A.8. Apparent failure to file 8-K, due on 3/1/06, disclosure of material significance, due on 3/1/06, disclosing the 2/24/06 cancellation by Laseroptronix, Sweden, of the US-Sweden exclusive cross-licensing and sales agreement of 1/9/06, approved by B/D on 1/25/06, followed up by News Release.
Projected sale revenue for submarine SIEGMA loss: $400,000.
Consequential damages for company?s marketing: serious.
A.9. Apparent failure to file 8-K, due on 3/3/06, disclosing the unilateral cancellation by HiEnergy of demotest scheduledfor April 18, 2006 of hardened STARRAY detectorinRiyadh, Saudi Arabia, to be conducted for the Saudi Ministry of Interior. a. Min. projected sale revenues lost : 10 units @$400,000 =$4,000,000; b. Out-of -pocket project cost to Company to date: $ 160,000. c. Total loss (a. + b.): $4,160,000
Consequential damages for company?s marketing: nearly irreparable.
A.10. Apparent failure to file 8-K, due on 3/1/06, disclosing the 2/24/06 cancellation of 50:50 US-Sweden Joint Venture company, ?LaseRadar Co.?, that would combine HiEnergy?s technology with laser-radar. (This is an entirely differentcontract from that under 8, above).Incorporated by HiEnergy in Delaware on 1/26/06for joint development of ?Road-bomb sweeper? for Iraq ; approved by B/D 1/25/06, followed by News Release. A. Estimated sale price $1,000,000. B. out-of-pocket project cost to date: $ 44,000;
Est. total loss (A.+B): $544,000. Consequential damages for company?s marketing: irreparable.
A.11. Apparent failure to file 8-K, due on 3/1/06, disclosing unilateral, unexplained cancellation by HiEnergy of technology demonstration at Spanish investors meetingscheduled for3/17/06 inTenerife, Canary Islands, Spain. Since 2002, HiEnergy joint projects in Tenerife have been subject to 3 Board approvals, followed by News releases . A. Min. projected sale revenues loss :$320,000; B. Est. out of pocket cost of project in investor?s dollars : $420,00 c. Total loss (A.+ B.) $540,000
A.12. Early warning on the CEO?s obligation to disclose to the SEC through 8-K filings, the loss of contracts, Sections A 8-11 and B 2-8, have been ignored, as seen below.
=============================================
February 27, 2006
Mr. Roger Spillmann
CEO
HiEnergy Technologies, Inc.
Dear Roger:
Please take notice that you have failed to disclose to SEC, in clear violation of the Security Laws and regulations:
1. the material losses you caused to the Company amounting to over $15 million, as set forth in the attachment, contrary to my email request that they be filed on 2/21/05;
2. that, in the period 2/20-2/24/06, you made false filings with the SEC and signed false news releases as they did not reflect the decisions of the Board meeting, and that you refused to provide the board meeting notes taken by two minute-takers to me in order to conceal your doctoring of the minutes; and
3. why you failed for the third time to meet the Board's deadlines for filing the Registration Statement thus resulting in the loss of about one-half of the equity to old shareholders for which you are materially responsible.
Best regards,
Dr Bogdan Maglich
Director
HiEnergy Technologies, Inc.
==================================================
APPARENT DISCLOSURE FAILURES ON THE PART OF CHAIRMAN W.A. NITZE A.13. Failure to file 8-K reporting that he personally deployed de facto changes of By Laws and Delaware General Corporation Law.
The CEO has not filed the mandatory Form 8-K reporting a de facto amendment of the By-laws. The By-laws provide as follows:
?SECTION 3.4. SPECIAL MEETINGS ?Special meetings of the Board of Directors may be called by the Chairman of the Board on one (1) day's written notice to each director by whom such notice is not waived, given either personally or by mail or telegram, and shall be called by the Chairman in like manner and on like notice on the written request of any two directors. Special meetings of any committee designated by the Board of Directors may be called by or at the request of the Chairman of the committee with notice given either in writing or orally. The person or persons authorized to call special meetings may fix any place for holding any special Board of Directors or committee meeting called by them.?
On April 11, 2006, and again on April 24, 2006 Directors Alzuhair and Maglich requested a Special Board of Directors? meeting with specific agenda on major issues, and neither request was met. Our demand is set forth below. Mr. Nitze ruled that Chairman has the option of ignoring the demand and refusing to call the meeting. The reasons for rejection of two lawful meetings requests are unknown.
=================================================
SPECIAL MEETING OF THE BOARD OF DIRECTORS
OF
HIENERGY TECHNOLOGIES, INC.
Notice and Call of Meeting
for
April 25, 2006 at 9:00 a.m., Pacific Daylight Time
To be held at the Corporate Offices, and by teleconference
The undersigned directors of HiEnergy Technologies, Inc. (the Company?), in accordance with Section 3.4 of the Bylaws of the Company, hereby call, and instruct the Interim Chairman of the Board to call a special meeting of the Board of Directors of the Company to be held in the offices of the Company at 9:00 a.m. Pacific Daylight Time, April 25, 2006, with participation by communication in accordance with Section 3.7 of the Bylaws of the Company. Although pursuant to Section 3.5 of the Bylaws of the Company, neither the business to be transacted at nor the purpose of such meeting need be specified in the notice, by way of indication of actions to be considered as such special meeting, and not by way of limitation of the matters that may be considered thereat, it is the intention of the undersigned to propose that action be taken at the special meeting to:
1. Consider recommendations to the Management of the Company regarding costs, expenses, business, personnel and other matters related to the financial condition of the Company;
2. Take such further actions as the Board of Directors determines to be in the best interest of the Company.
In order to fully apprise the Directors of the financial condition of the Company, the undersigned instruct the Interim Chairman of the Board to request that Management of the Company, including but not limited to the Chief Executive Officer, attend the Special Meeting of the Board of Directors and address the following matters and be prepared to address any other financial matters that the Board may inquire about:
Management
Item 1. Financial Status of Company
a. Projected costs and expenses for the 12 months commencing May 1, 2006;
b. Funds currently available, including any loans, grants, or other commitments to provide funds;
c. The source of income and or money received by the company for the 12 month period ended April 30, 2006;
d. Projected revenue for the 12 months commencing on May 1, 2006;
e. The status of the contract with Southeastern Pennsylvania Transportation Authority and the meeting with Amtrak;
f. The status of the prospective new business discussed at the Board of Directors Meeting of January 25, 2006, including but not limited to Laseroptronix, SecTraCon, the CounterTerror centers in the Balkans and the Joint Venture in Spain; and
g. New business prospects.
Item 2. Company Personnel
a. Steps taken to locate and hire a Chief Scientific Officer; and
b. Status of key science personnel of the Company;
(1) Status of their employment contracts, including date of expiration, complaints regarding compensation, and/or complaints concerning working conditions.
Item 3. Contracts with Suppliers
a. Status of contract with Ohio Company producing microchips; and
b. Status of other contracts with key vendors and suppliers.
Item 4. Legal
a. Status of lawsuits and/or threats of lawsuits; and
b. Status of Corporate Records
(1) Has Corporation fulfilled its obligations concerning the holding of regular meetings of the Board of Directors, and regular (annual) meetings of the Shareholders?
(2) Has the Corporation prepared, recorded and filed all corporate documents, including but not limited to Minutes of the Board of Directors and Minutes of meetings of Shareholders?
(3) Have all SEC filings been timely filed?
(4) What is the status of the outstanding shares, and how many shares and to whom have shares been issued in the last 12 months ending on April 30, 2006.
Given this 14th day of April, 2006 by the undersigned to the Interim Chairman, to be followed by written notice signed by the undersigned and dispatched to the Interim Chairman, who is directed to call and give notice of this meeting in accordance with Section 3.4 of the Bylaws of the Company to the extent that such call and notice has not otherwise been effectively given.
signature signature
_____________________________ ____________________________
Bogdan C. Maglich Harb S. Al-Zuhair
COMPARISON WITH THE AGENDA FOR THE SCHEDULED MEETING
The agenda for the meeting on June 5, 2006 called by Messrsr. Nitze and Baker, demonstrates that the request of two directors to call a special meeting to discuss other items [above items] has been completely ignored.
AGENDA FOR THE SPECIAL MEETING OF THE BOARD OF DIRECTORS
HIENERGY TECHNOLOGIES, INC.
MONDAY, JUNE 5, 2006
New Business
Item 1. Report from the Legal Affairs Committee.
Item 2. Report from the Finance Committee.
Item 3. Report from the CEO as to financial condition of the Corporation.
Item 4. Report from Sean Moore, VP Sales and Marketing, as to sales and marketing activities of the Corporation.
Item 5. Any other business which the Board deem appropriate and in the best interests of the Corporation
Mr. Baker is Chairman of The Legal Affairs Committee of the Board, in charge of Legal Compliance on the Board. He is an attorney licenced in New YorkState and Alabama.
=The End of 13 of 30 concerns about legal status=
Hienergytech Investors Alliance, Inc.
Date: June 4, 2006
MEMORANDUM Section B, Part 1 of 2
TO: HiEnergy Technologies, Inc.
Roger Spillmann, President, CEO, COO; Member of the Board of Directors
William A. Nitze, Chairman of the Board of Directors
Greg Henkel, Controller
FROM: Harb Saleh Alzuhair, Member of the Board of Directors
BogdanCastle Maglich, Member of the Board of Directors
__________________________________________________ ___________
Cc:
David R. Baker, Member of the Board of Directors
William Lacey, Member of the Board of Directors
Peter LeBeau, Member of the Board of Directors
Subject: PROBLEMS AFFECTING THE COMPANY
We respectfully request written comments from the CEO or Interim Chairman of HiEnergy Technologies on the following matters. Your Comments should be received electronically on or before Wednesday, June 7, 2006, 12:01 PM (noon), Pacific Time to two addressees:
Harb Alzuhair: harb@alzuhair.net
and
Dr. Bogdan Maglich maglich@heinvestors.com
Thank you.
CONCERNS ABOUT PLANNING AND EXECUTION OF BUSINESS MODEL AND CERTAIN LEGAL ISSUES
There has been an absence of commercial products, abandonment of the development of new techniques to convert lab models into commercial products, loss of governmental R& D contracts, elimination of the top scientific an engineering management, low morale of the scientific staff and a catastrophic loss of sales.
FAILURE TO REPORT LOSS OF SALES REVENUES.B.1. The company shows a 100% drop in revenues in the first quarter of 2006 (ended April 30, 2006) compared to those of 4th Quarter 2005 (ending January 31, 06), from $964,000 to $0.00
FAILURE TO REPORT LOSS OF PROSPECTIVE SALES DUE TO CANCELLATIONSB.2. Libya sale: cancellation of the Letter of Intent for $11.3 million sale to the government of Libya ?VIP Early Warning Explosive Detection System AH-01? via SecTraCon Security Company, Belgrade. Executed on 12/1/05; approved by B/D on 11/29/05 and 1/25/06. Cancelled on 2/21/06 by SecTraCon. Projected sale revenues from 3 HiEnergy?s products alone in the system: A. 3C3 $436,000; B. 3E3, 2 ea.: $1,280,000; C. 3C5 $975,000 D. Est. out-of pocket cost of project to date: $125,000. E: Partial loss (A-D): $2,816,000.
B.3. Massachusetts Bay Transit Authority (MBTA), Boston.
Product: SIEGMA 3E3. 2 units @ $310,000 each. Loss: $620,000
B.4. Metropolitan Transit Authority (MTA), Houston.
Product: SIEGMA 3E3. 1 unit @ $310,000 . Loss l: $310,000
B.5. San DiegoAirport.
Product: SIEGMA 3E3. 1 unit @ $310,000 . Loss: $310,000
B.6. Bay Area Rapid Transit (BART) San Francisco.
Product: SIEGMA 3E3. 2 units @ $310,000 each. Loss: $620,000.
B.7. PhoenixInternationalAirport.
Product :SIEGMA 3E3. 2 units @ $310,000 each.
Loss l: $620,000.
B.8. . MiamiInternationalAirport.
Product :SIEGMA 3E3. 2 units @ $310,000 each. Loss: $620,000.
LOSS OF PROSPECTIVE REVENUES B.9. HiEnergy fails to participate in $2 Billion Congressional IED funding program. In view of the great loss of our troops in Iraq from the car and roadside bombs, the Defense Appropriations Committee had announced, in January 2006, a one-time open call for proposals for funding of new system for IED?s detection and elimination, for up to $5 million per proposal. Over 500 applications have been submitted. In spite of the fact that our technology had been one of the few that received favorable reviews, HiEnergy failed to apply, hence it is officially non-existent. The next chance might recur in FY 2008, but only if nothing satisfactory emerges from the first round.
B.10. Dr. Anna Radovic was fired two week before the deadline for her application to the National Institute of Health, on behalf of the Company, for a $300,000 cancer diagnosis research contract, which had stood a good chance of approval.
CONCERNS ABOUT R&DB.11. FAILURE TO FILE 8-K REPORTING DEPARTURE OF A KEY TECHNOLOGIST Dr. McKinny was rated in the upper 5% of the nations? high energy experimental physicists? roster in 2004. McKinny was responsible for the TSA funding we had in 2005 and was one of two masterminds of HiEnergy?s software and firmware system. He was effectively fired by the CEO?s open hostility to him and his wife. His move to Texas (making him practically unavailable for consulting) is an irreparable material loss.
B.12. Mohammad Munirizman is the only remaining engineer-physicist of comparable rank, brilliance, tenure and familiarity with the technology, but he is not keen in management. That is, the R&D lab of the company has been left without management.
B.13. One of HIET?s patent applications that await prosecution relates to the oil industry. Dr McKinny is the inventor.
B.14. Another potentially major invention relates to the use of atometer in cancer diagnostics (DNA identification) and was made at HIET by Dr Anna Radovic, a molecular biologist from Univ. of California. She was fired by CEO on about March 1, 2006, just as she was ready to prepare her patent application for the company .
B.15. SIEGMA 3E3 is only an unfinished Beta model, two stages away and at least one year away from a real product. Development of these two stages is indefinitely postponed.
B.16. STARRAYS. Development of a system to cure its major deficiency has been sopped
CONCERNS ABOUT CORPORATE GOVERNANCEB.17. The Chairman, Mr. Nitze, failed to file 8-K reporting that he personally deployed de facto changes of provisions of the Corporation law and the company?s By-laws and has not followed appropriate of corporate governance.
The Chairman, Mr. Nitze, has not followed governance:
Minutes of last 4 board meetings have never been written or approved because Mr. Nitze ruled that approval of the minutes of the 1/15/06 meeting be deleted from the Agenda of the 2/17/06 meeting; that approval of the minutes of the 2/17/06 meeting not be entered on the agenda of the 3/13/06 meeting; that the approval of the minutes of the 3/13/06 meeting be removed from the agenda of the 4/6/06 meeting; and that approval of the Minutes of the 4/6/06 meeting be removed from the agenda of the 6/5/06 Meeting.
18. Mr. Nitze has ruled that the Agenda for Board meetings be very restrictive and reads ?Any other business which the Board deem appropriate and in the best interests of the Corporation?, thus limiting discussion and debate of important issues raised by Directors.
B.19. Failure to file 8-K disclosing disappearance of corporate records from February 17, 06 meeting. Minutes of the 2/17/06 Board meeting (see Sect. 21) have not been put before the Board for approval. They cannot be reconstructed without the raw meeting notes because of its disorganized unwritten agenda and multi-amended resolutions. There were two note-taking secretaries, one of which, Susanna Arnold, was word processing the session verbatim through the end of the meeting. Two of Dr. Maglich?s attorneys were also taking notes. Dr Maglich, in his capacity as Director, subsequently made five formal requests to Mr. Nitze directly or via counsel, to provide all directors with the raw meeting records taken by the secretaries. Written requests were made by Dr. Maglich on 2/20/06and 2/27/06; and, on his behalf, by E. Konin, Esq. of Mason, Griffin and Pearson, Princeton, N.J. on 2/24/06; by K. Kleinberg, Esq., of Costa Mesa on 3/20/06; and by R. Marken, partner, Murtaugh Meyer Nelson and Treglia LLP, Irvine on 4/12/06. Independently, Mr H. Alzuhair, as a Member of the Board, also requested the same notes during the Board meeting on 3/13/06. Chairman Nitze responded by implying that the notes could not be found.
B.20. The Chairman, Mr. Nitze, failed to file 8-K reporting that he personally deployed de facto changes of the By laws
Mr Nitze eliminated the provision that an amendment of the By-laws requires advance notice to directors and formal approval. On 2/17/06, he personally changed the By laws through ad hoc 3 to 2 vote by introducing the position of Interim Chairman of the Board not provided by the By-Laws and introduced the position of Vice- Chairman not provided in By laws.
CONCERNS ABOUT LEGALITY OF FEB. 17 BOARD MEETINGB.21. Failure to disclose in K-8 filing of February 21, 2006, violence, ethnic slur and physically enforced gag order against Chairman, CEO, Chief Scientific Officer and largest shareholder
FIRST-PERSON DESCIPTION OF THE BOARD MEETING OF FEBRUARY 17, 2006 FOLLOWS.
?On February 9, 2006, Dr William Nitze told me in Washington that I ?must go? from my executive positions in HiEnergy. When I asked why, Mr. Nitze told me the reason was that I was Serbian peasant. I was very offended, and at that point I demanded that Mr. Nitze resign from the Board because of his ethnic slur.
On February 17, 2006, Messrs. W. A. Nitze, Peter LeBeau and David Baker flew into Irvine for Special Meeting of the Board of Directors scheduled for routine business. At the opening, I requested that Mr Nitze apologize for ethnic slur; he acknowledged to have made the slur but would not apologize. Afterward, without prior notice, based on a 3 to 2 vote, the Board cancelled the scheduled Agenda; created new positions of ?Interim Chairman? and ?Vice Chairman? of the Board (which requires changing By-Laws and an advance announcement); elected Mr. Nitze to the first and Mr. LeBeau to second position; expanded the Board membership to 7 and elected two new directors. Next, they voted that I be suspended ?for cause? - without stating the cause ? from my contractual executive positions of Chairman of the Company and Chief Scientific Officer, while remaining ?non-executive Chief Scientist?; and terminated me as Chief Executive Officer , to be replaced by Mr. Roger Spillmann.
The resolution calling for my suspension, moved by Mr. Baker, were amended four times by Mr. Baker himself, changing ?temporary? to ?indefinite? and ?without cause? into ?with cause? etc. Messrs. Nitze and Baker repeatedly refused to state for the record what the cause was. The meeting was attended by three lawyers. Christopher Jahn, of August Law Offices, representing HiEnergy; on a telephone hookup, my attorneys Edmond M. Konin and Shawn M. Neufeld, of Mason, Griffin & Pierson, Princeton, N.J., who protested together that the procedure was improper, several times.
Mr Nitze expressly forbade me from speaking in my own defense. As I raised the issue of the procedural irregularities and their non-compliance with Delaware corporation law, Messrs. Nitze and LeBeau, verbally assaulted me, yelling ?shut up? at the top of their lungs. I was effectively prevented from taking part in the meeting. Although I am just as much a director as they are, they decided, without authority, that I had no right to speak unless called upon. When I and my lawyers repeated our demand for a proper meeting procedure, Messrs. Nitze and LeBeau charged forward across the conference table waving their fists towards me, which made me recoil in fear. A number of other acts of misconduct took place. All this put me in a state of shock, in fear of being physically assaulted, and discouraged me from speaking. My attorneys and I left before the meeting?s adjournment, stating for the record that the meeting was invalid.? [Hate violence C.C. 51.7; violation of workplace (Cal.C.) see sect. B.19].
Signed,
Bogdan Castle Maglich
Director
Founder
Inventor
BCM
Hienergytech Investors Alliance - website
vBulletin® v3.8.0, Copyright ©2000-2012, Jelsoft Enterprises Ltd.