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					                                  GARY T. SHMERLING
5580 Glen Errol Road                                                               (404) 851-9128
Atlanta, Georgia 30327

                                       EXPERIENCE

Carr, Abney & Tabb                                                                1980-1985

   Associate in medium-sized downtown Atlanta law firm.
   Handled mergers and acquisitions, commercial real estate, securities, syndications and
    private offerings, and general corporate work. Offered partnership in 1985

Kitchens, Kelley, Gaynes, P.C.                                                    1985-1996

   Founding partner of Buckhead law firm started in May, 1985.
   Handled large, sophisticated commercial transactions, including mergers and acquisitions,
    commercial real estate (development, financing, leasing and purchase/sale), licensing and
    development of specialized software, technology, and medical products and intellectual
    property, secured lending, commercial lending and representation of health care provider
    groups.
   Served as Chief Executive Officer (“Managing Partner”) 1991-1995.
   Rated “AV” by peer group in Martindale-Hubbell.

Extreme Productions, Inc.                                                         1996-1998

   Served as President and Chief Executive Officer. Company was formed through a “Reg D”
    private securities offering in 1996.
   Hired to assist company’s goal of promoting mixed martial arts competitions through all
    available world media, including U.S. cable and satellite “pay per view” distribution systems.
    After assisting with capitalization and credit facilities for the company, successfully
    negotiated distribution agreements with all U.S. “first run” cable and digital broadcast
    distribution systems.
   Staged premiere pay per view event on November 22, 1996. The event was successfully
    distributed to a U.S. subscriber base of over 30 million homes, despite significant legal,
    political and business hurdles. This event was the first and only of its kind to be approved
    for distribution and broadcast on commercial television in the United States, through an
    agreement negotiated with Telemundo USA. It was also the first event of its kind to be
    advertised and broadcast bilingually (English and Spanish), using two separate live
    broadcast teams. Production agreement was negotiated with Raycom Sports, with live
    transmission by satellite to systems worldwide.
   Oversaw television, radio and print advertising campaign, including national fifteen second
    television “spots”, thirty second radio “spots”, billboards, press kits, press conferences,
    posters, and event programs.
   Appeared on various television interviews and programs.
   Helped develop company’s World Wide Web internet site, which generated millions of “hits”
    in the first six months.
Radtek, LLC                                                             January 1998-June 1998

   Served as Chief Executive Officer. Company formed to manufacture and market a unique,
    proprietary child safety device, using radio frequency technology.
   Principle responsibilities included product research and development, negotiating
    agreements with trade brokers and industrial designers in New York and the Far East and
    finalizing development of second generation product for U.S. distribution in the fall of 1998.
    First generation product was sold through QVC television appearance and the World Wide
    Web.


Consolidated Engineering Company, Inc.                              June, 1998-September 2001

   General Counsel for diversified industrial manufacturing and engineering company featuring
    patented products and international licensing activities.
   Financial titles including Chief Financial Officer (“CFO”), and Senior Vice President, Finance.
   Chairman, Product Development Steering Committee, a multi-disciplinary management
    team in charge of research and development and development of proprietary new products.
   Member of Executive Management Team (“EMT”) and Policy Development Team (“PDT”).
   Directed international legal strategy and coordinated patent and intellectual property
    development strategy for international company with offices in Metro Atlanta, Mexico and
    Switzerland.
   Participated in strategic business development including a global casting services program
    for processing of automotive parts. Developed synthetic leasing “model” for off balance
    sheet financing of capital goods.
   Directed patent infringement strategy, resulting in settlements and licensing fees in excess
    of $15 Million over a two year period, without the institution of litigation.
   Responsible for developing and maintaining relationships with outside lawyers, auditors and
    accounting firms, bankers and investment community.
   Directed strategic financial activities, including increasing line of credit, restructuring of asset
    based loans and industrial development bonds, asset sales, creation of Mexican “Limitada”
    subsidiary and a Limited Liability Company providing casting processing services.



GTS Capital                                                    October, 2001- November, 2003
Gary T. Shmerling, Esq.



   Established GTS Capital to offer business and financial advisory services to early stage
    companies. Successfully negotiated and secured term sheet commitments of $12 million for
    a medical device company and $20 million for an ATM based international funds transfer
    company.
   Acted as lead counsel and provided legal advice to a variety of companies. Transactions
    included the successful acquisition of a health care monitoring software company, a two
    company technology integration contract (involving the real time analysis and diagnosis of
    genetic “building blocks”, through the combination of patented robotics and fiber optic




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    processing technology) and a joint venture establishing a “high end” home improvement
    store chain.
   Provided temporary executive management support for client companies. Offered the
    position of chief executive officer by four different companies owning patented or proprietary
    technology, including a medical device company, a precision cast aluminum parts
    manufacturer, a CRM software provider and an entertainment software company.



Teen Arrive Alive, LLC                                             November, 2003- Present

   Developed the first national US consumer product providing “24/7” real time monitoring of
    GPS enabled cell phones, reporting the location and speed of end users. Product was
    featured at launch in numerous state, local and national television and news stories,
    including The CBS Early Show and Powerlunch.
   Served as Manager, Chief Executive Officer, President and Member of Board of Directors.
   Developed policies and procedures and liability structure for company’s “bleeding edge”
    GPS technology. Successfully obtained insurance underwriting for the first national
    consumer GPS service.
   Developed privacy and data retention policies designed to comply with existing law, enable
    data sharing with rewards partners on an opt in basis and maximize protection of users’
    personally identifiable information. Drafted Subscription Agreement and Terms of Use with
    assistance from world class telematics liability and privacy law experts.
   Negotiated, drafted contracts and managed relationships with key strategic partners,
    vendors, service providers and the ownership group.




                                    EDUCATION

The Lovett School                                                                  1967-1973
   President, National Honor Society
   Editor, Lion-O-Type (School Newspaper)
   Varsity letters in basketball, baseball

The University of North Carolina, Chapel Hill, North Carolina                      1973-1977
   Bachelor of Arts with honors, 1977
   Honors Program
   Order of The Grail
   Director, Carolina Union Activities Group (CUAG)
   Chairman, Carolina Forum
   Campus table tennis champion

The University of Georgia School of Law, Athens, Georgia                           1977-1980
   Juris Doctor, With Honors, 1980
   Georgia Journal of International and Comparative Law; Member, Editorial Board; Articles
    Editor


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                                      ASSOCIATIONS
Current or former associations include American Bar Association, State Bar of Georgia
(Member since 1980; Section Memberships including Corporate and Banking, International,
Intellectual Property, Computer Law, Real Property)

                                         PERSONAL

   Born in Atlanta, Georgia, February 3, 1955
   Enjoy a wide variety of sports (viewing and participating)




                                       REFERENCES

                                     Available upon request




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                        REPRESENTATIVE TRANSACTIONS

                                AS PRIVATE ATTORNEY

1.      Cineplex-Coca Cola.      Negotiated exclusive multi-year North American beverage
distribution agreement with Coca Cola, as principal outside counsel for Cineplex Odeon, an
NYSE Company. Transaction included an innovative sale/lease back arrangement on
dispensing and service equipment, and a negotiated work out with a large consortium of primary
and secondary secured lenders. Transaction included an international “master lease” with
various state operating leases, security agreements and ancillary filings and documentation
throughout North America. Coordinated all outside U.S. counsel involved in transaction. Value
of transaction exceeded $37 million.

2.      FNMA Securities. Developed and conformed project guidelines for the first “pooled”
mortgage-backed securities derived from multi-family, multiple ownership projects in the
Southeast (de minimus PUDS”). Innovative division of units, unique structure of ownership and
management entities and other techniques ultimately approved by FNMA allowed hundreds of
millions of dollars of apartments and quadraplex conversions to be financed through the
secondary market. Subsequently closed dozens of substantial transactions based on the
“model” developed.

3.       Deltex.    Deltex is a business conglomerate which develops and manufactures
specialized medical products and associated intellectual property, based in the U.K., Holland
and Germany. After assisting this company with several U.S. acquisitions, participated in a
strategic evaluation program at the request of the Board of Directors. All U.S. manufacturing
entities were as a result sold or spun off, resulting in numerous transactions. I then assisted
Deltex in negotiating various lucrative intellectual property licensing agreements, under which
the company’s proprietary technology was incorporated in devices made or manufactured by
others, principally Abbott Laboratories. Selling unprofitable manufacturing plants, reducing debt
and increasing cash flow through this strategic plan allowed the company to move forward with
initial U.S. public offering.

4.     Woodbury/Reynolds. Represented closely held, diversified business forms company
based in the Southeast in acquiring various forms manufacturers and sales organizations.
Subsequently assisted shareholder group in acquiring control of company by acquiring interests
of other shareholders. Ultimately represented company in profitable sale of large Florida
manufacturing plant and outside sales operations to Reynolds and Reynolds, a NYSE company.
Transaction included industrial revenue bonds and traditional corporate finance.

5.     Tower Place. Represented Regent Partners, an Atlanta-based affiliate of a German
conglomerate, in the acquisition of Tower Place, for $37 million, financed through a German
bank. Held and distributed wire transfer funds under trust indenture. Assisted in negotiating
and drafting Libor-based financing documentation.

6.     Briarcliff Haven – Integrated Health Services. Facilitated the transfer of a large, Atlanta-
based nursing home to a public company acquirer. Due to complex family planning, estate tax
and financial considerations, transaction was structured as a mortgage-backed lease with option
to purchase, coupled with operating and redevelopment agreements.


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7.     Cineplex – Carmike. After assisting Cineplex in acquiring and redeveloping numerous
theaters in the Southeast, handled the sale of all Cineplex’s Southeast theaters to Carmike.
Acted as primary outside counsel and coordinated all outside U.S. counsel. Transactions
included license transfers, lease assignments and financing payoffs and satisfaction of dozens
of properties, accomplished in less than thirty days. Value of transaction exceeded $30 million.




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