See if this works. It should be the entire summons sans named defendents and any careful editing on my part. Pages 34-41 fwiw
IN THE DISTRICT COURT OF OKLAHOMA COUNTY STATE OF OKLAHOMA
BANCORP INTERNATIONAL GROUP, INC., a Nevada Corporation,
Plaintiff,
v.
Harvey Lipshitz, et aI.,
Defendants.
Case No. CJ-2007-3181
SUMMONS
To:
Harvey Lipshitz,XXXXXXX XXXXXXX NY
You have been sued by the above-named Plaintiff, and you are directed to file a written answer to the attached Petition in the Court of the above-address within twenty (20) days after service of this Summons upon you exclusive of the day of service. Within the same time, a copy of your Answer must be delivered or mailed to the attorney for the Plaintiff. Unless you answer the Petition within the time stated, judgment will be rendered against you with costs of the action.
PATRICIA PRESLt:{, Court Clef1( CO§KTa~RK
(SEAL)
Attorneys for Plaintiff:
VICTOR F. ALBERT, OBA #12069
LAURA McCASLAND-HOLBROOK, OBA #] 7669 CONNER & WINTERS, LLP
One Leadership Square, Suite 1700
211 North Robinson
Oklahoma City, OK 73102-710]
Telephone: (405) 272-57] ]
Facsimile: (405) 232-2695
This Summons was served on
(Date of Service)
(Signature of person serving Summons)
YOU MAY SEEK THE ADVICE OF AN ATTORNEY ON ANY MATTER CONNECTED WITH THIS SUIT OR YOUR ANSWER. SUCH ATTORNEY SHOULD BE CONSULTED IMMEDIATELY SO THAT AN ANSWER MA Y BE FILED WITHIN THE TIME LIMIT STATED IN THE SUMMONS.
K:\11528 Bancorp Int'J\Shareholder Lawsuit (OOO3)\Summons - Return of Service (to answer Petition) - State Merge Doc.doc
PETITION
COMES NOW the Plaintiff, Bancorp International Group, Inc. ("Bancorp"), a Nevada
corporation, and for its claims against the named Defendants (together, the "Defendants"),
alleges and states as follows:
1.
Bancorp's claims for relief are based on Defendants' violations of the Oklahoma
Uniform Securities- Act of 2004 (the "Oklahoma Securities Act"). Bancorp also asserts claims
34
for relief under the Securities Act of 1933, as amended (the 1933 Act) and rules and regulations
promulgated thereunder, and other statutory and common law, as hereinafter more fully appear.
2.
The jurisdiction of this Court is invoked pursuant to the provisions of
Section 1-610 of the Oklahoma Securities Act, because the Defendants directed offers to sell
securities to a place within the State of Oklahoma, which offers were received and accepted
within the State of Oklahoma. The claims for relief arise under Section 12(2) of the 1933 Act
(15 U.S.C. § 771); under Sections 1-131,1-401,1-402, and 1-501 of the Oklahoma Securities
Act, and the rules and regulations promulgated thereunder; and other statutory and common law.
3.
In connection with the acts, conduct and other wrongs complained of herein, the
Defendants, directly and indirectly used means and instrumentalities of interstate commerce and
the mails.
4.
Many of the acts complained of herein occurred within Oklahoma County,
Oklahoma. Such acts include the delivery of stock certificates to a location within Oklahoma
County, and the direction of the offer to sell the subject securities to a place within Oklahoma
County.
PARTIES
5
Bancorp International Group, Inc. is a Nevada corporation licensed to do business
in the State of Oklahoma. Bancorp is a publicly traded corporation.
6.
Each of the Defendants are individuals or entities that held brokerage accounts at
various brokerage firms, some with offices in, among other locations, Oklahoma City,
Oklahoma.
Each of such Defendants engaged in the business transactions out of which
Plaintiffs claims arose, directly and indirectly, in Oklahoma County, Oklahoma.
35
FACTUAL ALLEGATIONS
7.
A third-party, Mario Pi no ("Pino") obtained a valid stock certificate of Bancorp,
took it to a professional reproduction facility, and prepared numerous blank "stock certificates"
of Bancorp (the "False Certificates") in the likeness of the valid stock certificate. Pino then,
individually and in conspiracy with others, embarked upon a scheme to distribute the False
Certificates by falsely endorsing upon each certificate: (i) a false certificate number; (ii) the
name of a false "registered holder" of the False Certificate; (iii) a false number of shares
represented by the False Certificate; (iv) a false CUSIP number; (v) the name of a contrived
transfer agent; and (vi) the signature of the President and Secretary of Bancorp.
8.
Bancorp obtained a judgment against Pino on February 24, 2006, in a lawsuit
styled Bancorp International Group, Inc. and Capital Growth Financial, L.L. C. and J.H.
Darbie & Co., Inc. v. Mario Pino, et al., Case No. CJ-2005-7459, District Court of Oklahoma
County, State of Oklahoma.
9.
Each of the named Defendants acquired one or more of the False Certificates
from Pino as innocent or active participants in a scheme to deceive and defraud Bancorp by the
issuance and distribution ofthe False Certificates.
10.
. Each of the named Defendants, after acquiring one or more of the False
Certificates from Pino, placed their False Certificates in the United States Mail and caused same
to be delivered to their brokerage agent for the purpose of deposit into their respective brokerage
accounts.
11.
Upon information and belief, after depositing each of their respective False
Certificates into their accounts at their respective brokerage firms, each of the named Defendants
specifically instructed their agent to cause the common stock represented by the False
Certificates to be sold in the public market.
36
12.
Upon information and belief, Defendants knew at the time they made the false
representations and concealed the material facts as alleged above, that such representations were
untrue and that they were concealing material facts from Bancorp.
13.
Defendants acted with the intention to deceive and mislead Bancorp and its
agents, and to fraudulently induce members of the investing public to invest in Bancorp.
14.
Such actions of the named Defendants constitute a fraud upon the market. In fact,
it was the plan, intention and design of Pino and Defendants to together hold a controlling
interest in the publicly traded shares of Bancorp, conceal from the public material information
concerning the False Certificates, and then manipulate the public market for those publicly
traded shares of Bancorp in such a manner as to drive the price of such shares up, all for their
own personal benefit and financial gain and without regard to the rights or interests of Bancorp
and lawful holders of the validly issued shares of common stock of Ban corp.
COUNT ONE (Declaratory Judgment)
15.
Bancorp realleges all of the allegations contained in paragraphs I through 14
above.
16.
There is an actual and present controversy between Bancorp and Defendants in
that:
a.
Bancorp contends that by reason of the facts alleged above, the False
Certificates were and are void and of no legal force or effect as between Bancorp and
Defendants, and that the purported sale of the False Certificates under the purported authority of
the above-mentioned facts and documents is likewise void and of no legal force or effect.
b.
Defendants contend that the False Certificates are valid and effective and
that the delivery, transfer sale of the False Certificates was validly and effectively made.
37
17.
Bancorp requests that this Court enter a declaratory judgment as to the rights and
duties of Bancorp and the Defendants with respect to the False Certificates, and that such
judgment be in accordance with the contentions of Ban corp as set forth hereinabove.
WHEREFORE, Bancorp prays that the Court determine the facts and enter a judgment
finding that: (i) the False Certificates were and are void and of no legal force and effect as
between Bancorp and Defendants; (ii) that the purported sale of the False Certificates under the
purported authority of the above-mentioned facts and documents is likewise void and of no legal
force or effect; and (iii) that Bancorp be awarded its actual damages, plus costs of this action,
reasonable attorney's fees, and for such other relief as may be just and proper.
COUNT TWO
(Common Law Fraud And Conversion)
18.
Bancorp adopts and rea lieges all of the allegations contained in paragraphs 1
through 17 above.
19.
Defendants, and each of them, knew the above alleged representations and
omissions were material, false, fraudulent, misleading and deceptive.
Bancorp had no
knowledge of the false, fraudulent, misleading and deceptive nature of the statements and
omissions as set forth herein that were employed by said persons and entities. By reason thereof,
Defendants, and each of them, wrongfully caused Bancorp to suffer substantial damages.
20.
As a direct and/or proximate result of said actions by Defendants, and each of
them, and of the reliance of Bancorp on the representations and lack of knowledge of the
omissions of said persons and entities, Bancorp has been damaged in an amount in excess of
$10,000.00.
38
WHEREFORE, Bancorp prays for judgment against Defendants, and each of them,
jointly and severally, in an amount in excess of $10,000.00, plus costs of this action, reasonable
attorney's fees, and for such .other relief as may be just and proper.
COUNT THREE Oklahoma Securities Act §§ 1-301 (Oklahoma Securities Failure To Register Claim)
21.
Bancorp adopts and realleges all of the allegations contained in paragraphs 1
through 20 above.
22.
The False Certificates were neither registered under applicable federal or
Oklahoma securities laws nor exempt from registration.
WHEREFORE, Bancorp prays for judgment against the Defendants, and each of them,
jointly and severally, in an amount in excess of $10,000.00, plus attorney's fees and costs, and
for such other relief as may be just and proper.
COUNT FOUR Oklahoma Securities Act §§ 1-501 (Oklahoma Securities Fraud Claim)
23.
Bancorp adopts and realleges all of the allegations contained in paragraphs I
through 22 above.
24.
The misrepresentations and omissions alleged hereinabove, in connection with the
offer and sale of the False Certificates by Defendants, and each of them, constitute the use and
employment of devices, schemes, and artifices to defraud, and the making of untrue statements
of material facts and omissions to state material facts necessary in order to make the statements
made, in the light of the circumstances under which they were made, not misleading, and by said
acts, practices and courses of business and representations, said persons and entities did operate a
fraud and deceit upon Bancorp.
39
25.
As a direct and/or proximate result of said violations, and in reliance of Bancorp
thereon, Bancorp has been damaged in an amount in excess of $10,000.00.
WHEREFORE, Bancorp prays for judgment against the Defendants, and each of them,
jointly and severally, in an amount in excess of $10,000.00, plus attorney's fees and costs, and
for such other relief as may be just and proper.
COUNT FIVE Securities Act Of 1933 § 12(2) (1933 Act Federal Securities Fraud Claim)
26.
Bancorp adopts and realleges all the allegations contained in paragraphs 1 through
25 above.
27.
The facts described hereinabove were not disclosed by any of the Defendants to
Bancorp. Such facts were necessary in order to make the statements made by such persons and
entities, in the light of the circumstances under which they were made, not misleading.
28.
The material representations set forth hereinabove were untrue as stated
hereinabove.
29.
The representations and omissions alleged herein were made for the purpose of
inducing brokerage firms to take possession of and sell into the open market the False
Certificates of Defendants, and each of them, all to the detriment of Bancorp. Defendants, and
each of them, knew, or but for their reckless indifference to know or reckless disregard of
reasonably discoverable facts would have known, the representations were untrue and that such
material omissions of fact had occurred.
30.
The misrepresentations and omissions alleged herein constitute the use of a
manipulative and deceptive device and contrivance by Defendants, and each of them, in
connection with. the sale of the False Certificates, and further constitute the employment of a .
device, scheme or artifice to defraud, the making of untrue statements of material facts, and
40
misleading statements of material facts, and were transactions, practices and courses of business
which operated as a fraud or deceit upon Bancorp, all in contravention of the provisions of
Section 12(2) of the 1933 Act.
31.
As a" direct and/or proximate result of said violations by Defendants, and each of
them, and in reliance of Bancorp thereon, Bancorp has been damaged in an amount in excess of
$10,000.00.
WHEREFORE, Bancorp prays for judgment against Defendants, and each of them,
jointly and severally, in an amount in excess of $10,000.00, plus costs of this action, reasonable
attorney's fees, and for such other relief as may be just and proper.
Dated this 9th day of April, 2007.
Attorneys for Plaintiff,
Bancorp International Group, Inc.
