Case 16-12238-BLS Doc 854 Filed 06/30/17 Page 1 of 10 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE --------------------------------------------------------x In re : Chapter 11 : FIAC Corp., et al., 1 : Case No. 16-12238 (BLS) : Debtors. : Jointly Administered : : Hearing Date: August 3, 2017 at 10:00 a.m. (ET) --------------------------------------------------------x Response Deadline: July 14, 2017 at 4:00 p.m. (ET) PARTIES RECEIVING THIS OBJECTION SHOULD REVIEW EXHIBITS A AND B TO THE PROPOSED ORDER TO DETERMINE IF THEIR CLAIM IS SUBJECT TO THIS OBJECTION. PARTIES WHOSE CLAIMS ARE LISTED ON THE EXHIBITS ATTACHED TO THE PROPOSED ORDER MAY HAVE SUBSTANTIVE RIGHTS AFFECTED BY THIS OBJECTION. DEBTORS FIFTH OMNIBUS OBJECTION (NON-SUBSTANTIVE) TO CERTAIN CLAIMS, PURSUANT TO SECTION 502 OF THE BANKRUPTCY CODE, BANKRUPTCY RULE 3007 AND LOCAL RULE 3007-1 FIAC Corp. and its above-captioned affiliated debtors and debtors in possession (each, a Debtor, and collectively, the Debtors ), by and through their undersigned counsel, hereby file this fifth omnibus objection (the Objection ) seeking entry of an order disallowing the claims listed on Exhibits A and B annexed to the proposed order attached hereto as Exhibit 2 (the Proposed Order ). The claims listed on Exhibits A and B to the Proposed Order are collectively referred to herein as the Disputed Claims, and all of such exhibits are incorporated herein by reference. In support of this Objection, the Debtors rely on the Declaration of Christopher Roberts in Support of the Debtors Fifth Omnibus Objection to 1 The Debtors in these chapter 11 cases and the last four digits of each Debtor s taxpayer identification number are as follows: FIAC Corp. (f/k/a IMX Acquisition Corp.) (9838); Secure Point Technologies, Inc. (f/k/a Implant Sciences Corporation) (7126); FCAC Corp. (f/k/a C Acquisition Corp.) (8021); FASIC Corp. (f/k/a Accurel Systems International Corporation) (3856). The Debtors headquarters are located at 215 Depot Ct. SE, Suite #212, Leesburg, VA 20175.
Case 16-12238-BLS Doc 854 Filed 06/30/17 Page 2 of 10 Certain Claims (Non-Substantive) (the Roberts Declaration ), attached hereto as Exhibit 1. In further support of this Objection, the Debtors respectfully state as follows: JURISDICTION 1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334(b), and the Amended Standing Order of Reference from the United States District Court for the District of Delaware dated as of February 29, 2012. This is a core proceeding pursuant to 28 U.S.C. 157(b) and pursuant to Local Rule 9013-1(f), the Debtors consent to the entry of a final order by the Court in connection with this Objection to the extent that it is later determined that the Court, absent consent of the parties, cannot enter final orders or judgments in connection herewith consistent with Article III of the United States Constitution. 2. Venue is proper before this Court pursuant to 28 U.S.C. 1408 and 1409. The statutory and legal predicates for the relief requested herein are section 502 of title 11 of the United States Code, 11 U.S.C. 101-1532 (the Bankruptcy Code ), rules 3007 and 9014 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), rule 3007-1 of the Local Rules of Bankruptcy Practice and Procedures of the United States Bankruptcy Court for the District of Delaware (the Local Rules ), and the General Order Regarding Applicability of Rule 3007(c) of the Amended Federal Rules of Bankruptcy Procedure, dated November 27, 2007 (the Rule 3007(c) General Order ). BACKGROUND A. General Background 3. On October 10, 2016 the ( Petition Date ), the Debtors filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors are authorized to 2
Case 16-12238-BLS Doc 854 Filed 06/30/17 Page 3 of 10 continue managing their properties and operating their business as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 4. On October 24, 2016, the Office of the United States Trustee for the District of Delaware (the U.S. Trustee ) appointed an official committee of equity security holders (the Equity Committee ) in these chapter 11 cases (collectively, the Chapter 11 Cases ), pursuant to section 1102(a)(1) of the Bankruptcy Code. 5. Additional information about the Debtors business, capital structure and the events leading up to the Petition Date are set forth in the Declaration of Roger P. Deschenes In Support of Debtors Chapter 11 Petitions and First Day Motions [Docket No. 16] (the First Day Declaration ), which is incorporated herein by reference. 6. On the Petition Date, the Debtors filed the Debtors Motion, Pursuant to Sections 105(a), 363 and 365 of the Bankruptcy Code, for: (I) an Order (A) Approving and Authorizing Certain Bidding Procedures in Connection With the Sale of Substantially All of the Debtors Assets; (B) Approving and Authorizing the Bid Protections; (C) Scheduling the Related Auction and Hearing to Consider Approval of the Sale; (D) Approving Procedures Related to the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases; (E) Approving the Form and Manner of Notice Thereof; and (F) Granting Related Relief; and (II) an Order (A) Authorizing the Sale of Substantially All of the Debtors Assets Free and Clear of Liens, Claims, Encumbrances, and Other Interests; (B) Authorizing and Approving the Debtors Performance Under the Asset Purchase Agreement, (C) Approving the Assumption and Assignment of Certain of the Debtors Executory Contracts and Unexpired Leases Related Thereto; and (D) Granting Related Relief [Docket No. 15] (the Bidding Procedures and Sale Motion ). 3
Case 16-12238-BLS Doc 854 Filed 06/30/17 Page 4 of 10 7. On October 31, 2016, the Court entered an order [Docket No. 124] (the Bidding Procedures Order ) that, among other things, approved the bidding and auction procedures in connection with the sale of substantially all of the Debtors assets and scheduled a hearing (the Sale Hearing ) on the matter for December 16, 2016 at 9:30 a.m. (ET). At the conclusion of the Sale Hearing, the Court entered an order [Docket No. 353] (the Sale Order ) approving the sale (the Sale ) to L-3 Communications Corporation. 2 The Sale closed on January 5, 2017. See Docket No. 401. 8. On May 8, 2017, the Debtors filed the Debtors Joint Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 706] (the Plan ), and the related disclosure statement [Docket No. 707] (the Disclosure Statement ). A hearing to consider the adequacy of the Disclosure Statement and the procedures for soliciting votes for the Plan is currently scheduled for June 14, 2017. B. Schedules and Claims 3 9. On November 2, 2016, the Court entered an order [Docket No. 158] (the Bar Date Order ) providing that, except as otherwise provided therein, (i) all persons or entities (including, without limitation, individuals, partnerships, corporations, joint ventures, and trusts) that assert a claim, as defined in section 101(5) of the Bankruptcy Code, against the Debtors, including, without limitation, secured claims and priority claims, including claims pursuant to section 503(b)(9) of the Bankruptcy Code, which arose on or prior to the commencement of these chapter 11 cases, shall file a proof of any such claim so that it is actually 2 On December 30, 2016 and January 3, 2017, the Bankruptcy Court entered supplemental sale orders. See Docket Nos. 391 and 394. 3 On October 12, 2016, the Court entered an order [Docket No. 47] appointing Kurtzman Carson Consultants ( KCC ) as claims and noticing agent in these chapter 11 cases. Among other things, KCC is authorized to (1) receive, maintain, and record and otherwise administer the proofs of claim filed in these chapter 11 cases and (2) maintain official claims registers for each of the Debtors. 4
Case 16-12238-BLS Doc 854 Filed 06/30/17 Page 5 of 10 received on or before 5:00 p.m. (prevailing Eastern Time) on December 27, 2016 (the General Bar Date ), and (ii) all governmental units, as defined in section 101(27) of the Bankruptcy Code, shall file a proof of any such claim so that it is actually received on or before 5:00 p.m. (prevailing Eastern Time) on April 6, 2017 (the Government Bar Date and, together with the General Bar Date, the Bar Dates ). 10. Notice of the Bar Dates was provided by mail and publication in accordance with the procedures outlined in the Bar Date Order. 11. On November 11, 2016, each of the Debtors filed their Schedules of Assets and Liabilities [Docket Nos. 198, 200, 202 & 204] (collectively, including any amendments thereto, the Schedules ), and on November 16, 2016, the Debtors amended their Schedules [Docket No. 239]. C. Claims Resolution Process 12. The Debtors and their advisors have been reviewing and reconciling the filed proofs of claim with the Debtors books and records to determine the validity of the asserted claims. This reconciliation process includes identifying particular categories of claims that may be targeted for disallowance and expungement. To avoid possible double recovery or otherwise improper recovery by claimants, the Debtors are filing this omnibus Objection to the Disputed Claims and may file additional omnibus objections. RELIEF REQUESTED 13. By this Objection, the Debtors seek entry of the Proposed Order, pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3007 and 9014, and Local Rule 3007-1, disallowing and expunging the claims indicated on Exhibits A and B to the Proposed Order. 5
Case 16-12238-BLS Doc 854 Filed 06/30/17 Page 6 of 10 CLAIMS OBJECTIONS BASIS FOR RELIEF 14. When asserting a proof of claim against a bankrupt estate, a claimant must allege facts that, if true, would support a finding that the debtor is legally liable to the claimant. In re Allegheny Int l, Inc., 954 F.2d 167, 173 (3d. Cir. 1992); Matter of Int l Match Corp., 69 F.2d 73, 76 (2d Cir. 1934) (finding that a proof of claim should at least allege facts from which legal liability can be seen to exist). Where the claimant alleges sufficient facts to support its claim, its claim is afforded prima facie validity. In re Allegheny Int l, Inc., 954 F.2d at 173. A party wishing to dispute such a claim must produce evidence in sufficient force to negate the claim s prima facie validity. Id. 15. In practice, the objecting party must produce evidence that would refute at least one of the allegations that is essential to the claim s legal sufficiency. In re Allegheny Int l, Inc., 954 F.2d at 173. Once the objecting party produces such evidence, the burden shifts back to the claimant to prove the validity of his or her claim by a preponderance of the evidence. Id. The burden of persuasion is always on the claimant. Id. 16. By this Objection, the Debtors object to the following two categories of claims: A. Equity Interest Assertions 17. The Disputed Claims identified in the column titled Claim Number on Exhibit A to the Proposed Order (the Equity Interest Assertions ) assert the ownership of equity security interests in Implant Sciences Corporation. The Debtors have reviewed the Equity Interest Assertions to confirm that they relate solely to the mere ownership of equity security interests in Implant Sciences Corporation (as opposed to a claim arising from such ownership). The Bankruptcy Code defines an equity security as: 6
Case 16-12238-BLS Doc 854 Filed 06/30/17 Page 7 of 10 (A) share in a corporation, whether or not transferable or denominated stock, or similar security; (B) interest of a limited partner in a limited partnership; or (C) warrant or right, other than a right to convert, to purchase, sell, or subscribe to a share, security, or interest of a kind specified in subparagraph (A) or (B) of this paragraph. 11 U.S.C. 101(16). Holders of equity securities, such as shares of stock, do not have claims as defined in section 101(5) of the Bankruptcy Code, but instead hold equity, or ownership, interests. See In re Insilco Techs., Inc., 480 F.3d 212, 218 (3rd Cir. 2007) ( ([An equity] interest) is not a claim at all ). 18. The claimants that filed the Equity Interest Assertions do not assert any claim at all, but instead assert ownership of equity interests (which are evident from the face of the Equity Interest Assertion and/or from supporting documentation, such as brokerage statements). Accordingly, the Debtors request that the Equity Interest Assertions be disallowed and expunged in their entirety. Any failure to disallow the Equity Interest Assertions will result in the asserting parties receiving an unwarranted recovery against the Debtors estates, to the detriment of creditors in these chapter 11 cases. B. Late Filed Claims 19. The Disputed Claims identified in the column titled Claim Number on Exhibit B to the Proposed Order (each a Late Filed Claim ) are proofs of claim that were filed after the applicable Bar Date, on the date listed in the column titled Date Filed. The Debtors have reviewed the Late Filed Claims and have determined that each holder of a Late Filed Claim was either provided with actual notice of the applicable Bar Date or was an unknown creditor who received constructive notice of the General Bar Date by publication. The Bar Date Order provides that any holders of a Claims against the Debtors, other than those not required to file a 7
Case 16-12238-BLS Doc 854 Filed 06/30/17 Page 8 of 10 Proof of Claim pursuant to the terms of the Bar Date Order, who failed to file a Proof of Claim on or before the applicable Bar Date shall not be treated as a creditor with respect to such Claim for the purposes of distribution. See Docket No. 158, 9. Therefore, the Debtors believe that the Late Filed Claims should be disallowed. Any failure to disallow the Late Filed Claims will result in the applicable claimants potentially receiving an unwarranted recovery against the Debtors estates, to the detriment of creditors in these Chapter 11 Cases. SEPARATE CONTESTED MATTERS 20. To the extent that a response is filed regarding any Disputed Claim listed in the Objection and the Debtors are unable to resolve the response, each such claim, and the objection by the Debtors to each such claim asserted herein, shall constitute a separate contested matter as contemplated by Bankruptcy Rule 9014. Any order entered by the Court regarding the Objections shall be deemed a separate order with respect to each claim. RESERVATION OF RIGHTS 21. The Debtors hereby reserve the right to object in the future to any of the proofs of claim listed in this Objection or on the exhibits attached hereto on any ground, and to amend, modify, and/or supplement this Objection, including to object to amended or newly filed claims. Separate notice and hearing will be scheduled for any such objection. COMPLIANCE WITH LOCAL RULE 3007-1 22. To the best of the Debtors knowledge and belief, this Objection and the related exhibits annexed to the Proposed Order comply with Local Rule 3007-1 and the Rule 3007(c) General Order. To the extent that this Objection does not comply in all respects with the requirements of Local Rule 3007-1 or the Rule 3007(c) General Order, the Debtors believe such deviations are not material and respectfully request that any such requirement be waived. 8
Case 16-12238-BLS Doc 854 Filed 06/30/17 Page 9 of 10 NOTICE 23. Notice of the filing of this Objection has been provided to: (i) the U.S. Trustee; (ii) each holder of a Disputed Claim that is the subject of this Objection; and (iii) all persons and entities that have filed a request for service of filings in these Chapter 11 Cases pursuant to Bankruptcy Rule 2002. A copy of the Objection has been made available on the website of the Debtors notice and claims agent, KCC, at http://www.kccllc.net/imxacquisition. In light of the nature of the relief requested herein, the Debtors submit that no other or further notice is necessary. [Remainder of page intentionally left blank] 9
Case 16-12238-BLS Doc 854 Filed 06/30/17 Page 10 of 10 WHEREFORE, the Debtors respectfully request that this Court enter the Proposed Order, substantially in the form attached hereto as Exhibit 2, and grant such other and further relief as this Court deems just and proper. Dated: June 30, 2017 Wilmington, Delaware YOUNG CONAWAY STARGATT & TAYLOR, LLP /s/ Shane M. Reil Matthew B. Lunn (No. 4119) Donald J. Bowman, Jr. (No. 4383) Shane M. Reil (No. 6195) Rodney Square 1000 North King Street Wilmington, Delaware 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 -and- WILLKIE FARR & GALLAGHER LLP Paul V. Shalhoub (admitted pro hac vice) Jennifer J. Hardy (admitted pro hac vice) Debra C. McElligott (admitted pro hac vice) 787 Seventh Avenue New York, New York 10019 Telephone: (212) 728-8000 Facsimile: (212) 728-8111 Co-Counsel to the Debtors and Debtors in Possession
Case 16-12238-BLS Doc 854-1 Filed 06/30/17 Page 1 of 3 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE --------------------------------------------------------x In re : Chapter 11 : FIAC Corp., et al., 1 : Case No. 16-12238 (BLS) : Debtors. : Jointly Administered : : Hearing Date: August 3, 2017 at 10:00 a.m. (ET) --------------------------------------------------------x Response Deadline: July 14, 2017 at 4:00 p.m. (ET) NOTICE OF DEBTORS FIFTH OMNIBUS OBJECTION (NON-SUBSTANTIVE) TO CERTAIN CLAIMS, PURSUANT TO SECTION 502 OF THE BANKRUPTCY CODE, BANKRUPTCY RULE 3007 AND LOCAL RULE 3007-1 TO: (I) THE U.S. TRUSTEE; (II) EACH HOLDER OF A DISPUTED CLAIM THAT IS THE SUBJECT OF THIS OBJECTION; AND (III) ALL PERSONS AND ENTITIES THAT HAVE FILED A REQUEST FOR SERVICE OF FILINGS IN THESE CHAPTER 11 CASES PURSUANT TO BANKRUPTCY RULE 2002 PLEASE TAKE NOTICE that FIAC Corp. and the above-captioned affiliated debtors and debtors in possession (collectively, the Debtors ) have filed the attached Debtors Fifth Omnibus Objection (Non-Substantive) to Certain Claims, Pursuant to Section 502 of the Bankruptcy Code, Bankruptcy Rule 3007 and Local Rule 3007-1 (the Objection ) 2 with the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court ). PLEASE TAKE FURTHER NOTICE that any responses (each, a Response ) to the relief requested in the Objection must be filed on or before July 14, 2017 at 4:00 p.m. (ET) (the Response Deadline ) with the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, Third Floor, Wilmington, Delaware 19801. At the same time, any party submitting a Response (each, a Respondent ) must serve a copy of its Response upon the undersigned counsel to the Debtors so as to be received on or before the Response Deadline. 1 The Debtors in these chapter 11 cases and the last four digits of each Debtor s taxpayer identification number are as follows: FIAC Corp. (f/k/a IMX Acquisition Corp.) (9838); Secure Point Technologies, Inc. (f/k/a Implant Sciences Corporation) (7126); FCAC Corp. (f/k/a C Acquisition Corp.) (8021); FASIC Corp. (f/k/a Accurel Systems International Corporation) (3856). The Debtors headquarters are located at 215 Depot Ct. SE, Suite #212, Leesburg, VA 20175. 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Objection.
Case 16-12238-BLS Doc 854-1 Filed 06/30/17 Page 2 of 3 PLEASE TAKE FURTHER NOTICE that any Response must contain, at a minimum, the following: (a) a caption setting forth the name of the Bankruptcy Court, the case number, and the title of the Objection to which the Response is directed; (b) the name of the Respondent and a description of the basis for the amount and classification asserted in the Disputed Claim (as defined in the Objection), if applicable; (c) a concise statement setting forth the reasons why the Disputed Claim should not be disallowed or modified for the reasons set forth in the Objection, including, but not limited to, the specific factual and legal bases upon which the Respondent will rely in opposing the Objection; (d) all documentation or other evidence of the Disputed Claim or asserted amount and classification, to the extent not included with the proof of claim previously filed with the Bankruptcy Court, upon which the Respondent will rely in opposing the Objection at the Hearing (as defined below); (e) the address(es) to which the Debtors must return any reply to the Response; and (f) the name, address, and telephone number of the person (which may be the claimant or its legal representative) possessing ultimate authority to reconcile, settle, or otherwise resolve the Disputed Claim and/or the Response on behalf of the Respondent. PLEASE TAKE FURTHER NOTICE THAT A HEARING TO CONSIDER THE OBJECTION WILL BE HELD ON AUGUST 3, 2017 AT 10:00 A.M. (ET) BEFORE THE HONORABLE BRENDAN L. SHANNON AT THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 NORTH MARKET STREET, SIXTH FLOOR, COURTROOM #1, WILMINGTON, DELAWARE 19801. PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND TO THE OBJECTION IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED THEREIN WITHOUT FURTHER NOTICE OR A HEARING. [Signature page follows] 01:22076734.1 2
Case 16-12238-BLS Doc 854-1 Filed 06/30/17 Page 3 of 3 Dated: June 30, 2017 Wilmington, Delaware YOUNG CONAWAY STARGATT & TAYLOR, LLP /s/ Shane M. Reil Matthew B. Lunn (No. 4119) Donald J. Bowman, Jr. (No. 4383) Shane M. Reil (No. 6195) Rodney Square 1000 North King Street Wilmington, Delaware 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 -and- WILLKIE FARR & GALLAGHER LLP Paul V. Shalhoub Debra C. McElligott 787 Seventh Avenue New York, New York 10019 Telephone: (212) 728-8000 Facsimile: (212) 728-8111 Jennifer J. Hardy 600 Travis Street, Suite 2310 Houston, Texas 77002 Telephone: (713) 510-1700 Facsimile: (713) 510-1799 Co-Counsel to the Debtors and Debtors in Possession 01:22076734.1 3
Case 16-12238-BLS Doc 854-2 Filed 06/30/17 Page 1 of 4 EXHIBIT 1 Roberts Declaration
Case 16-12238-BLS Doc 854-2 Filed 06/30/17 Page 2 of 4 TO UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE -----------------------------------------------------x In re : Chapter 11 : FIAC Corp., et al., 1 : Case No. 16-12238 (BLS) : Debtors. : Jointly Administered : -----------------------------------------------------x DECLARATION OF CHRISTOPHER ROBERTS IN SUPPORT OF THE DEBTORS FIFTH OMNIBUS OBJECTION (NON-SUBSTANTIVE) TO CERTAIN CLAIMS, PURSUANT TO SECTION 502 OF THE BANKRUPTCY CODE, BANKRUPTCY RULE 3007 AND LOCAL RULE 3007-1 I, Christopher Roberts, pursuant to 28 U.S.C. 1746, declare: 1. I am the Chief Financial Officer at Secure Point Technologies and its above-captioned affiliates. In this capacity, I am one of the persons responsible for overseeing the claims reconciliation and objection process in these chapter 11 cases. I have read the Debtors Fifth Omnibus Objection to Certain Claims (Non-Substantive) (the Objection ), 2 and am directly, or by and through other professional advisors to, or personnel or representatives of, the Debtors, reasonably familiar with the information contained therein, in the Proposed Order, and in the exhibits attached to the Proposed Order. I am authorized to execute this Declaration on behalf of the Debtors. 2. Considerable time and resources have been expended in reviewing and reconciling the proofs of claim filed or pending against the Debtors and their estates in these 1 The Debtors in these chapter 11 cases and the last four digits of each Debtor s taxpayer identification number are as follows: FIAC Corp. (f/k/a IMX Acquisition Corp.) (9838); Secure Point Technologies, Inc. (f/k/a Implant Sciences Corporation) (7126); FCAC Corp. (f/k/a C Acquisition Corp.) (8021); FASIC Corp. (f/k/a Accurel Systems International Corporation) (3856). The Debtors headquarters are located at 215 Depot Ct. SE, Suite #212, Leesburg, VA 20175. 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Objection.
Case 16-12238-BLS Doc 854-2 Filed 06/30/17 Page 3 of 4 Chapter 11 Cases. 3. I, along with colleagues and the Debtors legal advisors, was involved in the process of reviewing and reconciling the proofs of claim, as well as in the preparation of the Objection. In this regard, I along with colleagues and the Debtors legal advisors (a) reviewed (i) the claims register, by which we identified claims that should be disallowed, and (ii) the Debtors books and records with respect to the claims described in the Objection, (b) conferred with the Debtors employees and outside counsel having knowledge relevant to understanding the validity of the claims, (c) approved the inclusion of the claims in the Objection, and (d) reviewed the Objection and the Proposed Order. Accordingly, I am reasonably familiar with the information contained therein and in Exhibits A and B to the Proposed Order. 4. The information contained in Exhibits A and B to the Proposed Order is true and correct to the best of my knowledge, information and belief. 5. Based upon a review of the Equity Interest Assertions, the Debtors have determined that the Equity Interest Assertions solely assert ownership of equity security interests, and not a claim against the Debtors. Accordingly, the Debtors seek to disallow and expunge the Equity Interest Assertions. 6. The Debtors have reviewed the Late Filed Claims and have determined that each was filed after the applicable Bar Date. The Debtors have also determined that each holder of a Late Filed Claims was either provided with actual notice of the applicable Bar Date or was an unknown creditor who received constructive notice of the General Bar Date by publication. Consistent with the Bar Date Order, the Debtors seek to disallow the Late Filed Claims to prevent the claimants from potentially receiving an unwarranted recovery from the Debtors estates. 2
Case 16-12238-BLS Doc 854-2 Filed 06/30/17 Page 4 of 4 7. I declare under penalty of perjury that the foregoing information is true and correct to the best of my knowledge, information and belief. Dated: June 30, 2017 /s/ Christopher Roberts Christopher Roberts Chief Financial Officer, Debtors 3
Case 16-12238-BLS Doc 854-3 Filed 06/30/17 Page 1 of 8 EXHIBIT 2 Proposed Order
Case 16-12238-BLS Doc 854-3 Filed 06/30/17 Page 2 of 8 TO UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE ------------------------------------------------------x In re : Chapter 11 : FIAC Corp., et al., 1 : Case No. 16-12238 (BLS) : Debtors. : Jointly Administered : : Ref. Docket No. ------------------------------------------------------x ORDER SUSTAINING DEBTORS FIFTH OMNIBUS OBJECTION (NON- SUBSTANTIVE) TO CERTAIN CLAIMS, PURSUANT TO SECTION 502 OF THE BANKRUPTCY CODE, BANKRUPTCY RULE 3007 AND LOCAL RULE 3007-1 Upon the objection (the Objection ) 2 of the Debtors seeking entry of an order (this Order ) disallowing or modifying, as applicable, certain Disputed Claims pursuant to section 502(b) of the Bankruptcy Code and Rule 3007 of the Bankruptcy Rules; and it appearing that the Court has jurisdiction over this matter pursuant to 28 U.S.C. 1334; and it appearing that this proceeding is a core proceeding pursuant to 28 U.S.C. 157; and it appearing that venue of this proceeding is proper in this district pursuant to 28 U.S.C. 1408 and 1409; and adequate notice of the Objection and opportunity for response having been given; and it appearing that no other notice need be given; and the Court having considered the Objection, the Roberts Declaration, the Disputed Claims listed on Exhibits A and B attached hereto, and any responses thereto; and the Court having determined that there exists just cause for the relief granted herein; and upon the record herein; and after due deliberation and sufficient cause appearing therefor, 1 The Debtors in these chapter 11 cases and the last four digits of each Debtor s taxpayer identification number are as follows: FIAC Corp. (f/k/a IMX Acquisition Corp.) (9838); Secure Point Technologies, Inc. (f/k/a Implant Sciences Corporation) (7126); FCAC Corp. (f/k/a C Acquisition Corp.) (8021); FASIC Corp. (f/k/a Accurel Systems International Corporation) (3856). The Debtors headquarters are located at 215 Depot Ct. SE, Suite #212, Leesburg, VA 20175. 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Objection.
Case 16-12238-BLS Doc 854-3 Filed 06/30/17 Page 3 of 8 IT IS HEREBY ORDERED THAT: 1. This Objection is SUSTAINED to the extent set forth herein. 2. The Equity Interest Assertions listed on Exhibit A hereto are hereby disallowed and expunged in their entirety. 3. The Late Filed Claims listed on Exhibit B hereto are hereby disallowed and expunged in their entirety. 4. KCC, the Debtors claims and noticing agent, shall update the claims register to reflect the relief granted in this Order. 5. The Debtors rights to file additional objections to the Disputed Claims or any other proofs of claim that have been or may be asserted against the Debtors are preserved. Additionally, should one or more of the grounds of objection stated in the Objection be dismissed, the Debtors rights to object on other stated grounds or on any other grounds that the Debtors discover during the pendency of these Chapter 11 Cases are further preserved. 6. Each Disputed Claim and the objections by the Debtors to such Disputed Claim, as addressed in the Objection and as set forth in Exhibits A and B attached hereto, constitutes a separate contested matter as contemplated by Bankruptcy Rule 9014 and Local Rule 3007-1. This Order shall be deemed a separate Order with respect to each Disputed Claim. Any stay of this Order pending appeal by any Claimant whose Disputed Claim is subject to this Order shall only apply to the contested matter that involves such claimant and Disputed Claim and shall not act to stay the applicability and/or finality of this Order with respect to the other contested matters or Disputed Claims listed in the Objection or this Order. 2
Case 16-12238-BLS Doc 854-3 Filed 06/30/17 Page 4 of 8 7. The terms and conditions of this Order shall be immediately effective and enforceable, and the time to appeal this Order shall commence upon its entry. All time periods set forth in this Order shall be calculated in accordance with Bankruptcy Rule 9006(a). 8. The Court shall retain jurisdiction with respect to all matters related to or arising from the Objection or the implementation of this Order. Dated:, 2017 Wilmington, Delaware Brendan L. Shannon Chief United States Bankruptcy Judge 3
Case 16-12238-BLS Doc 854-3 Filed 06/30/17 Page 5 of 8 EXHIBIT A Equity Interest Assertions
Case 16-12238-BLS Doc 854-3 Filed 06/30/17 Page 6 of 8 FIAC Corp. (f/k/a IMX Acquisition Corp.), Case No. 16-12238 FIFTH OMNIBUS (NON-SUBSTANTIVE): EXHIBIT A - Equity Interest Assertions NAME 1 Elsa Belen Giraldo Pershing LLC as Custodian Jersey City New Jersey,NJ 07399 2 Elsa Belen Giraldo Union Bank Investment Services P.O. Box 513100 Los Angeles,CA 90051 3 Joseph Colaluca 25 Westwind Lemoyne,PA 17043 4 M. Daniel Henderson 107 Smith Ave White Plains,NY 10605 5 Thomas R. Hyland 11712 West 102nd Street Overland Park,KS 66214 DATE FILED CLAIM NUMBER DEBTOR CASE NUMBER TOTAL CLAIM AMOUNT CLAIM NATURE REASON FOR DISALLOWANCE 05/08/2017 192 16-12238 $7,850.00 General Unsecured The cliam is based on ownership of equity security interests in Implant Sciences Corporation and therefore is not a "claim" as defined in section 101(5) of the Bankruptcy Code. 05/08/2017 191 16-12238 $3,760.00 General Unsecured The cliam is based on ownership of equity security interests in Implant Sciences Corporation and therefore is not a "claim" as defined in section 101(5) of the Bankruptcy Code. 04/24/2017 190 16-12238 $39,796.92 General Unsecured The cliam is based on ownership of equity security interests in Implant Sciences Corporation and therefore is not a "claim" as defined in section 101(5) of the Bankruptcy Code. 05/15/2017 193 16-12239 $1,000.00 General Unsecured The cliam is based on ownership of equity security interests in Implant Sciences Corporation and therefore is not a "claim" as defined in section 101(5) of the Bankruptcy Code. 04/05/2017 189 16-12239 $480.35 General Unsecured The cliam is based on ownership of equity security interests in Implant Sciences Corporation and therefore is not a "claim" as defined in section 101(5) of the Bankruptcy Code. TOTAL: $52,887.27 Page 1 of 1
Case 16-12238-BLS Doc 854-3 Filed 06/30/17 Page 7 of 8 EXHIBIT B Late Filed Claims
Case 16-12238-BLS Doc 854-3 Filed 06/30/17 Page 8 of 8 FIAC Corp. (f/k/a IMX Acquisition Corp.), Case No. 16-12238 FIFTH OMNIBUS (NON-SUBSTANTIVE): EXHIBIT B - Late Filed Claims NAME 1 Elsa Belen Giraldo Pershing LLC as Custodian Jersey City New Jersey,NJ 07399 2 Elsa Belen Giraldo Union Bank Investment Services P.O. Box 513100 Los Angeles,CA 90051 3 Joseph Colaluca 25 Westwind Lemoyne,PA 17043 4 M. Daniel Henderson 107 Smith Ave White Plains,NY 10605 5 Thomas R. Hyland 11712 West 102nd Street Overland Park,KS 66214 6 UniFirst Corporation Attn Accounts Receivable 68 Jonspin Road Wilmington, MA 01887 DATE FILED CLAIM NUMBER DEBTOR CASE NUMBER CLAIM AMOUNT CLAIM NATURE REASON FOR DISALLOWANCE 05/08/2017 192 16-12238 $7,850.00 General Unsecured Claim was filed after General Bar Date of December 27, 2016. See Docket No. 158. 05/08/2017 191 16-12238 $3,760.00 General Unsecured Claim was filed after General Bar Date of December 27, 2016. See Docket No. 158. 04/24/2017 190 16-12238 $39,796.92 General Unsecured Claim was filed after General Bar Date of December 27, 2016. See Docket No. 158. 05/15/2017 193 16-12239 $1,000.00 General Unsecured Claim was filed after General Bar Date of December 27, 2016. See Docket No. 158. 04/05/2017 189 16-12239 $480.35 General Unsecured Claim was filed after General Bar Date of December 27, 2016. See Docket No. 158. 05/25/2017 195 16-12238 $718.55 General Unsecured Claim was filed after General Bar Date of December 27, 2016. See Docket No. 158. TOTAL: $53,605.82 Page 1 of 1