2008-12-03 03:44:01 -
Alternative Construction Technologies, Inc. (OTCBB:ACCY) announced today that it has filed a complaint against Roswell Capital Partners and Centre Court Asset Management, along with their respective funds, BridgePointe Master Fund, Ltd., CAMOFI Master LDC, and CAMHZN Master LDC (collectively the "Investors") in New York Federal Court.
The Company seeks a declaratory judgment against the Investors for alleged breach
of contract and breach of fiduciary responsibilities by committing violations of the Federal Securities Act of 1933 and 1934 as amended, predatory investment banking practices, illegal trading activity, "lender liability", negligence of the Entire Fairness Standard and committing several other malicious and tortuous actions. The Company alleges in its Complaint that the Investors improperly contacted customers hindering its ability to operate its business in the normal course. ACCY also alleges it was induced into entering agreements the Investors knew they were unable or unwilling to perfect, attempted collusion on several occasions and attempted undue influence of its board members to take certain actions in order for the Investors to gain control over the Company.
ACCY intends to seek actual and punitive damages against the Investors for the alleged actions against the Company and its shareholders. ACCY asserts the current state of the Company is directly related to the alleged protracted, misleading and self serving actions of the Investors. While the Company continues to focus on growing its customer base and expanding its domestic and international business base, ACCY alleges the Investors have continued to interfere maliciously with the Company"s business by communicating directly with its customers telling them the Company management has acted inappropriately while using funding, and/or the lack of it, as an instrument to gain increasing control of the Company. ACCY also alleges the Investors have colluded with former officers, employees and customers and others related to ACCY to attempt to force a change in control of the Company, including the insistence of an Investor paid Restructuring Officer who was directed to gain control of the Company"s assets and bank accounts to accomplish certain goals for the sole benefit of the Investors. The Company fought the appointment due to a number of grave concerns including communication, legal compliance and corporate governance protocol violations, cost, reporting obligations, qualifications, geographic location and independence.
The company has repeatedly attempted to negotiate a satisfactory resolution of differences with the Investors by agreeing to changes in management, relocating the corporate offices, providing access to corporate records and offering a "stand still" agreement. Meanwhile, while the Company has shown great interest in achieving a fair, legally and corporate governance compliant resolution, ACCY believes the Investors have used every opportunity to gain control or further reduce the Company"s opportunity for success, including the obstruction of two contracted investment bankers who had each committed a minimum of $8 million in replacement funding or additional working capital. The Company is aggressively seeking new capital from investors who are willing to participate in the green building and energy efficiency revolution proposed under President Elect Barack Obama and to prepare for anticipated awards under its General Services Administration contract with the United States Government.
Alternative Construction Technologies, Inc. (ACT) possesses a unique and patented construction technology called the ACTech® Panel System that is used in the design and erection of state of the art buildings in commercial, residential, industrial and modular building applications, as well as patented safe rooms. Generically known as structural insulated panels (SIPs), ACT"s revolutionary and efficient construction solution utilizes an inherently better galvanized steel "skin" SIP system to complete energy efficient, stronger, safer, faster, and more economical structure than conventional wood and brick based building products. The patented ACTech® Panel is environmentally-friendly and easier to construct with " not only saving labor cost and cutting construction time, but also reducing recurring monthly heating and cooling energy bills consistently by 30-50% and often as much as 70%. Most importantly, the ACTech® Panel possesses disaster resistant strength and has tested stronger than conventional concrete block or wood frame construction. In hurricane projectile tests, the ACTech® Panel continues to meet the most stringent wind, projectile and uplift codes in the nation levied in Dade County, FL and the 2006 Florida Building Code. The ACTech® Panel System offers builders and consumers many competitive and comparative advantages of use due to its wide range of attributes. As this new construction technology gains awareness, or hurricane and tornado-prone states establish new building codes and rebuild from recent weather disasters, ACT believes its" products will be in greater demand. ACT has recently added complementary services including design, consulting, and construction through its various general contracting subsidiaries.
This press release may contain forward-looking statements covered within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to, among other things, plans and timing for the introduction or enhancement of our services and products, statements about future market conditions, supply and demand conditions, and other expectations, intentions and plans contained in this press release that are not historical fact and involve risks and uncertainties. Our expectations regarding future revenues depend upon our ability to develop and supply products, which we may not produce today and that meet defined specifications. When used in this press release, the words "plan," "expect," "believe," and similar expressions generally identify forward-looking statements. These statements reflect our current expectations. They are subject to a number of risks and uncertainties, including, but not limited to, changes in technology and changes in pervasive markets.
Alternative Construction Technologies, Inc., Melbourne
A.J. Franzel, 800-859-8813
www.actechpanel.com
info@actechpanel.com 
