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Members of Artes Medical Face Suit
Thursday, September 11, 2008 10:53 AM


(Source: The San Diego Union-Tribune)trackingBy Terri Somers, The San Diego Union-Tribune

Sep. 11--A shareholder lawsuit filed against current and former board members of San Diego-based Artes Medical alleges that insider trading, channel stuffing and cronyism contributed to the loss of 90 percent of the company's share value in the last year.

The lawsuit also says that the insider trading prompted a Securities and Exchange Commission investigation involving the former chief executive and chief financial officer at Artes, which makes a permanent filler for facial wrinkles.

The suit was filed Sept. 4 on behalf of Barry Rubin, an Orange County man who owns more than 10,000 Artes shares. It alleges that Artes executives' conduct violated their fiduciary duty and wasted corporate assets.

The complaint was filed in San Diego Superior Court five days after Artes leveled its own claims against the company's founders, Stefan Lemperle and his father, Gottfried Lemperle.

That lawsuit accuses the Lemperles of meddling with Artes business in an attempt to regain control of the company through a proxy battle being waged by shareholder Michael Shack.

Artes General Counsel Karla Kelly said Rubin's lawsuit is yet more proof of meddling by the Lemperles and Shack.

"This lawsuit is a joke that has no chance of prevailing in court," Kelly said.

But Rubin's lawyer, Frank Johnson, said his client does not know Shack or the Lemperles personally.

Rubin's lawsuit alleges that Artes directors, including CEO and Chairman Christopher Reinhard, have not been accountable to shareholders. It accuses Reinhard of stacking the board with his friends and trying to entrench himself in his position by not holding timely annual company meetings.

Among those friends are board members Gregg Zeoli, John R. Consantino and Lon E. Otremba, according to the lawsuit. Reinhard and Otremba are both also board members for Cardium Therapeutics, another San Diego biotechnology company for which Reinhard is also CEO.

Reinhard is also CEO of Tissue Repair Company, or TRC, a subsidiary of Cardium.

In mid-2007, he rejected opportunities for Artes to sell medical-grade bovine collagen to third parties, even though it was a tremendous market opportunity for the company, the lawsuit states.

As a result, Artes missed significant revenue. Reinhard's motivation, the lawsuit states, is that he wanted Artes to continue seeling collagen exclusively to TRC.

Zeoli is a longtime friend to Reinhard, who helped the company raise $50 million before its initial public offering. For his help, Zeoli received a 10 percent commission, or $5 million, according to the lawsuit.




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