UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) Augsut 10, 2001
Piranha, Inc.
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(Exact name of small business issuer as specified in its charter)
Delaware 0-20190 36-3859518
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(State or other jurisdiction (Commission File (I.R.S.Employer
of incorporation) Number) Identification No.)
2425 N. Central Expressway, Suite 480, Richardson, TX 75080
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(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code: (972) 739-0373)
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(Former name, former address and former fiscal year,
if changed since last report)
Item 5. Other Information.
On Friday afternoon, August 10, 2001, the United States Bankruptcy Court,
Northern District of Texas, Dallas Division, entered a Temporary Restraining
Order against Richard S. Berger, Bruce P. Golden, Bruce P. Golden & Associates,
and Feldman, Sherb, Horowitz & Co., P. C.. The Temporary Restraining Order
enjoins each of the named defendants from
(a) taking any further action, whatsoever, in the name or on behalf of Piranha,
including but not limited to, further prosecution of [litigation originally
filed in Chicago on August 8, 2001];
(b) taking any further action against any of Piranha's assets, whether tangible
or intangible, including but not limited to assets of Piranha's bankruptcy
estate pursuant to 11 U.S.C. Section 541, other than to return to Piranha,
care of its [bankruptcy] counsel, assets of Piranha;
(c) making or causing to be made any public press releases or other forms of
public information on behalf of [Piranha] concerning Piranha, except as
expressly permitted in accordance with all applicable state and federal
securities laws;
(d) transferring, disposing, pledging, destroying, or in any other manner
encumbering any of Piranha's assets, other than to return to Piranha, care
of it [bankruptcy] counsel assets of Piranha;
(e) contacting any third parties in control of assets of Piranha, including,
but not limited to, Piranha's employees, agents, banks, attorneys, or other
professionals, except as necessary to cause the return of such assets to
Piranha, care of its [bankruptcy] counsel; and
(f) purporting to act as directors of Piranha;
(g) from holding any meeting of Piranha shareholders without proper filing and
distribution of proxy or information statements or annual reports
containing all information required by law.
A hearing for a Preliminary Injunction is set for August 16, 2001, at 2:00 p.m.,
Central Time.
The Temporary Restraining Order was based upon claims that Richard S. Berger and
his agents, including Bruce P. Golden, Bruce P. Golden & Associates, and
Feldman, Sherb, Horowitz & Co., P.C.,
(a) improperly solicited consents from Piranha's shareholders in an attempt to
remove Piranha's existing board of directors without providing information
required by applicable regulations of federal securities laws;
(b) issued, or caused to be issued, public filings and press releases regarding
the status of Piranha on behalf of Piranha without due authorization from
Piranha's existing board of directors;
(c) Berger's obtaining or attempting to obtain control over Piranha's assets
and bank accounts such as (i) removing certain of Piranha's existing board
of directors from the approved signatory list for access to the City
National Bank of Taylor, Texas maintained by Piranha's critical non-debtor
subsidiary; (ii) initiating an unauthorized transfer to himself from
Piranha's accounts totaling approximately $675,000; and (iii) repeatedly
refusing, and continuing to refuse, the proper requests and demands made by
Piranha and its board of directors for the return of assets and property of
Piranha including, without limitation, Piranha's corporate books and
financial records, files related to various suits currently pending against
Piranha.
This Temporary Restraining Order was issued by the court handling the
registrant's bankruptcy proceeding filed on August 8, 2001. JJT, Inc., the
registrant's wholly owned subsidiary, did not file as part of that proceeding.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf, thereby duly
authorized.
Date: August 11, 2001
Piranha, Inc.
/s/ Edward W. Sample
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Edward W. Sample, Chief Executive Officer