This one is changing faster than the vote in Florida. On November 17th Bach Hauser, Inc. filed a Form S-8 Registration Statement (its eighth since September 1st) registering 20 million shares of common stock on behalf of eight lawyers and two consultants. Now, we would expect the Company to know who its consultants are – all of them. But Bach-Hauser has apparently accumulated so many that it can’t keep track. Or so it seems.
The largest number of shares registered on November 17th – 3.9 million shares - supposedly had been issued to a lawyer named Derek R. Freeman. The Registration Statement said that the Company had “equated the number of shares to the value of the legal services provided, or to be provided…” Apparently the Company considered Mr. Freeman a very valuable consultant/attorney. His shares were worth about $500,000 the day the S-8 was filed.
These sentiments were echoed in the legal opinion that accompanied the Form S-8. That opinion letter stated that Mr. Freeman (like all of the attorneys and consultants who had received Bach-Hauser shares) had “provided bona fide legal services to the Company,” and had “acted and will continue to act as legal counsel on behalf of the Company.” The legal opinion was signed by the law firm of Chapman & Flanagan, Ltd., whose partners Daniel Chapman and Sean Flanagan had each received 1.5 million shares registered on this S-8 (not to mention 2.8 million other shares registered for Messrs. Chapman and Flanagan on earlier S-8s).
Three days later the Company was singing a different tune. On November 20th Bach-Hauser filed an amendment, stating that “the Form S-8 filed November 17, 2000 contained an error that is being corrected by this amendment – 3,900,000 shares were inadvertently allocated to Derek R. Freeman. Mr. Freeman is not legal counsel to the Company and was not to be issued shares under a Form S-8.”
Inadvertent? Does that mean this Company doesn’t know who its lawyers are? Even when it is giving them a half million dollars worth of stock? Where did Bach-Hauser get Mr. Freeman’s name in the first place? Our sources have indicated that Mr. Freeman does not, and has not, acted for the Company. In past articles we have been asking just what services Bach-Hauser is receiving from the forty plus lawyers and consultants who have been issued S-8 stock since September 1, 2000. It appears that in Mr. Freeman’s case the answer is nothing. (For more, see Stock or Schlock, Bach-Hauser, Inc. (OTCBB: BHAS) – A Haus Full Of Consultants and Radar’s Doghouse, The First Thing We Do, Let’s Give Stock To All the Lawyers).
In the meantime, while the Company says that Mr. Freeman should not have received the stock, it has not reduced the number of shares originally registered on the November 17th S-8. Who will be receiving those 3.9 million shares now? Another consultant or attorney who has rendered “bona fide services” to Bach-Hauser?
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