|
|
 | | | |
- close
- close
- close
- close
| |||||||||
This excerpt taken from the NCEM 10-K filed Mar 29, 2007. Litigation — The Company is subject from time-to-time to
legal proceedings arising out of the normal conduct of its business, which the
Company believes will not materially affect its financial position or results
of operations.
As discussed previously, Cyanco is a non-corporate joint venture owned 50 percent by Winnemucca Chemicals and 50 percent by Degussa Corporation. The Joint Venture Agreement provides that each joint venture partner has a first right of refusal to purchase the other partner’s interest in the event the other partner transfers its interest in the joint venture to a third party. F-14 Effective January 1, 2003, Degussa Corporation purportedly transferred its 50% joint venture interest in Cyanco to CyPlus Corporation (CyPlus) as part of a reorganization of the world-wide mining chemicals business of Degussa GmbH. CyPlus is an indirect, wholly-owned subsidiary of Degussa GmbH in Germany. Degussa GmbH is also the direct parent of Degussa Corporation. On January 5, 2004, Winnemucca Chemicals filed a complaint in Nevada State Court (the case was later removed to the United States District Court for the District of Nevada) related to Degussa Corporation’s purported transfer of its joint venture interest to CyPlus and seeking commission payments owed to Cyanco under a prior distribution agreement between Cyanco and Degussa. Winnemucca Chemicals claims that such transfer was in violation of the Joint Venture Agreement. The litigation seeks, among other things, to void such transfer or, alternatively, to enforce Winnemucca Chemicals’ rights under the Joint Venture Agreement arising out of the transfer. This litigation has no impact on the operations of the Cyanco. Discovery in the lawsuit was concluded and both parties filed motions for partial summary judgment in March 2006. On December 12, 2006, the motions were granted in part and denied in part. In its order on the cross motions, the Court denied all of the affirmative defenses of Degussa and CyPlus with prejudice. The Court denied with prejudice Winnemucca’s claims that it could purchase Degussa’s participating interest in Cyanco for book value and also Winnemucca’s claimed right of first refusal. The Court held, however, that there was a transfer to a third party for purposes of the Joint Venture Agreement and that invalidation of the transfer was not the only remedy available to Winnemucca. . A Court-ordered mediation is scheduled to take place in Reno, Nevada, on April 3, 2007. In December 2006, the matter regarding the commission payments was settled with the payment to Winnemucca by CyPlus of $128,000, which amount is included in investment and other income in the consolidated statement of income for the year ended December 31, 2006. This excerpt taken from the NCEM 10-K filed Mar 22, 2006. Litigation — The Company is subject from time to time to legal
proceedings arising out of the normal conduct of its business, which the
Company believes will not materially affect its financial position or results
of operations.
As discussed previously, Cyanco is a non-corporate joint venture owned 50 percent by Winnemucca Chemicals and 50 percent by Degussa Corporation. The Joint Venture Agreement provides that each joint venture partner has a first right of refusal to purchase the other partner’s interest in the event the other partner transfers its interest in the joint venture to a third party.
Effective January 1, 2003, Degussa Corporation purportedly transferred its 50% joint venture interest in Cyanco to CyPlus Corporation (CyPlus) as part of a reorganization of the world-wide mining chemicals business of Degussa AG. CyPlus is an indirect, wholly-owned subsidiary of Degussa AG in Germany. Degussa AG is also the direct parent of Degussa Corporation.
On January 5, 2004, Winnemucca Chemicals filed a complaint in Nevada State Court (the case was later removed to the United States District Court for the District of Nevada) related to Degussa Corporation’s purported transfer of its joint
F-13
venture interest to CyPlus and seeking commission payments owed to Cyanco under a prior distribution agreement between Cyanco and Degussa. Winnemucca Chemicals claims that such transfer was in violation of the Joint Venture Agreement. The litigation seeks, among other things, to void such transfer or, alternatively, to enforce Winnemucca Chemicals’ rights under the Joint Venture Agreement arising out of the transfer. This litigation has no impact on the operations of the Cyanco other than the potential recovery of commission payments.
F-14 |