Atlantis History

ATLANTIS II
From Marblehead to Mars
Reflections From Sailing a Tech Dinghy During the Days of Rage

Dedicated to the Underwood Family

From the Atlantis Weathergear Catalog 1974

THIS SPRING OF 2024, ATLANTIS II will emerge from the depths
with a wide range of technologies, from the perfect marine waistpack
to a solar-sail-pedal powered, ultralight, transformable Xayak.

Join our mailing list at: future@atlantisii.com

The 50th Anniversary of the Founding of Atlantis Weathergear

The Founding Atlantis Weathergear

After founding and developing Eastern Mountain Sports product lines - including high altitude, mountaineer parkas, Dennis J Solomon turned to marine weathergear and asked the manufacturer of EMS and LL Bean rainwear - the Alb Rubber Company of Somerville, MA - to build prototypes. The principals of ALB became the first investors in Atlantis. In the spring of 1974, a number of investors, predominately friends of Solomon, provided funds for the Company to purchase the ALB interest.

Atlantis Catalog, Somerville 1973
Stuart J Novick, Dean Meledones, Katherine Smiles Novick

From the Beginning in Marblehead to Vermont

Already a pilot with experience in STOL aircraft, Solomon went to work part time at Hood Sailmakers in Marblehead, then a CML Group company, with a multiplicity of interests, including sail, safety equipment and accessories design. Atlantis Weathergear was still in the early stages and Solomon presented the designs at Hood for testing. The Hood team, especially Robbie Doyle, Charles Hamlin and David Vietor were encouraging and agreed to test the gear.

Robbie Doyle, Charles Hamlin and others were instrumental in placement of Atlantis Weathergear on the 1974 America's Cup yachts.

With an offer from the Vermont Development Authority and the encouragement of Vermont friends, Atlantis Weathergear moved its design and order fulfillment to a farmhouse among the hills and fields of Waitsfield-Warren, Vermont - home to Sugarbush Valley, Glen Ellen and Mad River ski areas. Solomon, already a trained Moutain Rescue/NSP, joined the Friday-Monday Sugarbush Valley Ski Patrol.

In Newport, Dennis J Solomon and Terry Rae on the rigging - Atlantis Catalog 1973-1974
Research sailing vessel "STARSHIP", Solomon at the mast (Atlantis Catalog 1975)

Bobbin Mill or Malloy?

Atlantis Weathergear sales were exploding, and the Company would benefit from additional capital to expand. A number of groups expressed an immediate interest, two made the final list: The Bobbin Mill project developed by Yale architect David Sellers and Friends was Solomon's favorite, and Mordecai's choice - Patrick E. Malloy III, an Army quartermaster who profiteered in Vietnam and scamming his way on Wall Street as a commodities speculator. Malloy's financial offer was more lucrative, which persuaded Meledones, the swing vote.

In the case, the four way management didn't work, the dedicated principals Solomon, Meledones, and Mordecai entered into an Employment & Royalties Contract with three severable compensation clauses: design royalties, sales commissions and management salary.

Preparations for War - The Scheme to Takeover

It didn't take long for the differences in style to appear with Malloy throwing the first stone - at the Annapolis Sailboat Show in the Fall of 1975. A month later, after Mordecai sabotaged oneof Solomon's major sales, Solomon was ready to resign, and Malloy and Mordecai's scheme to defraud the shareholders was well underway.

Their first act was to retire the Company's revolving accounts receivable and inventory financing with the Chittenden Trust - a venerable Vermont institution which was providing quite favorable terms. The inventory financing enabled the Company to build inventory over the winter for the Spring season, and receivable financing provided operating cash when our retailers took delivery of Atlantis merchandise for their shelves.

In its place, Malloy and Mordecai secretly signed SHORT TERM DEMAND NOTES - Due on January 31, 1976 when the Company's sales and cash flow would be at its lowest, and inventory highest. Under the terms of the NOTES, Malloy could take possession of the Company if follow-on financing was not in place, yet they never told the other corporate directors, Meledones or Solomon, of this agreement, clause or requirement.

And, simultaneously Mordecai sent Solomon the Atlantis Ultimatum - an offer by Malloy to purchase Solomon's shares at 30% of the amount Malloy paid nine months earlier with a five-year non-compete & Notice of Shareholder's Meeting to Elect New Officers. The 'Ultimatum Plan' had begun.

Mordecai and Malloy Ultimatum - Sell or Else

Atlantis Malloy's Offer to Solomon 12/75

Atlantis Notice of Meeting January 19, 1976

Defrauding the Stockholders - the January 19, 1976 Meeting of Stockholders & Sale of Assets

Trial Court found that Mordecai proposed the 'sale of assets' at the January 19 meeting, after Solomon refused to accept Malloy's offer to purchase his stock. At the time, Mordecai lacked the specific legal or management training to make the proposal without prior consultation with an attorney.

The Davis Report - "Atlantis was profitable" - Timothy C. Davis, Harvard MBA '70, was hired in the summer of 1975 as the resident general manager of Atlantis. He oversaw the day-to-day administration of the finances, communicating directly with Mordecai and Malloy. For the January 19, 1976, Davis prepared a yearly and quarterly profit/loss statement which accurately showed profitability for the last quarter. The accounting was straightforward as Atlantis was purchasing its products as a fixed price from its manufacturer, the marketing and other expenses accurately budgeted the previous July pro-forma.

Timothy C Davis, General Manager, Atlantis 1975

Malloy's Fraudulent 'Correction' - "Atlantis lost enormously and is bankrupt!"

The Undisputed Facts: All Atlantis Sales Were Accelerating at 400%
and Expenses within 5% fo the Pro-Forma Plan

The Threat: Force Solomon to Sell or Declare Bankruptcy

Solomon Demands 10 Day Adjornment : Malloy Refuses - Read his excuse!!!
Meledones asks for 24 hours - Denied.

Atlantis Meeting Solomon Demand for 10 Days

Barbara Salken and the "Sale of All the Assets" - All Malloy and Mordecai explicitly offered to purchase Solomon's and other shareholder's stock, both in writing a month before, and at the meeting - Salken, on her way to becoming a law professor at Pace University, 'blocked' her ears.

Next Verse, Same as the First

The Litigation

MIT Sloan Professor Michael van Breda Analysis

"In my opinion, also, the nearness of breakeven should have been apparent on January 19, 1976
to any reasonable observer ... "

"This yields a value for Atlantis Development Inc. of over $550,000 as of January 19, 1976."

Atlantis Trial - Vermont Superior Court - No. S23-771Wnc
Trial: February 19 -- May 20, 1980:
Decision: January March 23, 1981 - Judge Ernest W. Gibson III

"The Plaintiffs contend that the decision to sell the assets was made too precipitously, that the operation could have continued for a short period of time while the situation was studied and the books and records reviewed, and that the sale was made for inadequate consideration. The evidence shows that the idea to sell the assets was broached for the first time during the course of the meeting on January 19, that the corporation could have maintained a holding pattern for a least 10 days until the notes came due and for considerably longer if they were not called, and that the actual value of the corporation was considerably more than the $1 that was paid by Malloy for the assets. The burden is on the Defendants to demonstrate, among other things, that the purchase price was fair. Godley v. Crandall and Godley Co., 105 NE 818 (ICY. Ct. of App., 1914). They have failed to meet this burden.

The finding of the Court indicate that the value of Atlantis on January 19, 1976 was $36,205.

The sale for $1, thus, was for a grossly inadequate sum. Inadequacy of price alone, however, is not sufficient ground for granting relief. The inadequacy must be so gross as to "display itself as a badge of-fraud." `8 C.J.S. Corporations, §515, pp. 1198-9. In this case, there is too great a disparity between $1 and $36,205. The Plaintiffs'are entitled to relief."

Judge Ernest Gibson, Atlantis Decision 1981

Atlantis Vermont Superior Court Decision
March 23, 1981 Judge E.W. Gibson
(Summary - Annotated - 4 pgs,)

Atlantis Vermont Superior Court Decision
March 23, 1981 Judge E.W. Gibson
(Full Text 35 pgs.)

McManus in the White House

Second Solomon Success - America's Cup 1980 & CB Sports
Designed and presented by Solomon, the CB Sports Racer's Edge Series gained accolades
from the 1980's America's Cup victors - including Lowell North and Robby Doyle.

The Plaintiff's Win : Trial Court's Finding of Fraud & Political Overtones 1981

Vermont's Corrupt 'Specially-Constituted' Supreme Court & More Politics 1986
- A William Hill Legal Fantasy

The Self-Destruction of Vermont's Corrupt 'Specially-Constituted' Supreme Court
& As Sex, Drugs, Rock n Roll & More Politics Take Their Toll 1987

Sex, Drugs & Rock n Roll - the Atlantis Cartel from 'Flying in to Los Angeles' to Penn State 2012

- Atlantis in Peshawar; EST psychologists; Swiss Banks - US v Newton, Gilbert

- Atlantis on Cape Cod, in Peshawar & Afghanistan, Spying on Europeans & Israelis
- FBI 15 Most Wanted Captured in Israel - Sidney Marvin Lewis of Cape Cod
- United States v Sidney Marvin Lewis - $500,000,000 in drugs from Peshawar

- - - Atlantis in Yonkers, Funding KSM & the World Trade Center Terrorists, US v Mohammad Saleh

- - - Malloy (Penn State '65) Silences Paterno - for his classmate Jerry Sandusky (Penn State '66)