Post by spannernick on Aug 18, 2020 21:10:02 GMT
I thought this made good reading and how THEC64 was born and how in the process killed the ZX Spectrum Vega+, well it all to do with money really, nothing grows on trees.. 
The conflict of interests caused by Commodore 64 Project
On Thursday 15th February 2018, David Levy posted an 8 part update (incorrectly numbered 1-5 and 7-9) called the conflict of interest. The updates were posted to Indiegogo and the Retro Computers facebook page.
On Tuesday 24th April, 5 of the updates were removed from the Vega+ Indiegogo campaign, taking the update count down from 84 to 79.
On Wednesday 25th April, the remaining 3 updates were removed, taking the update down from 79 to 76.
The Conflict of interests Caused by Commodore 64 Project
Dr David Levy – Chairman, Retro Computers Ltd (February 14th 2018)
This statement is long overdue and is being made to bring clarity to a situation that can seem complex and confusing to many, but at its heart, is very simple. It’s also for the many people who, in recent months, have asked for more detailed information on what the dispute within Retro Computers Ltd is about:
It began in March 2016, caused by a conflict of interests created by Paul Andrews, then our company’s Managing Director, and Chris Smith, our then Technical Director. Around February 2015, Paul Andrews suggested the idea of our company developing and marketing a retro version of the Commodore 64 computer, which had sold somewhere in the region of 17 million units and, according to the Guinness Book of Records, was the biggest selling home computer of all time.
Andrews was acquainted with an entrepreneur, Darren Melbourne, who had been in the computer games business for many years, and who had extensive contacts in the Commodore 64 community. At the time Melbourne was supposedly going to help our company obtain the rights to include several well known Spectrum games in the Vega.
To support this statement, here’s one email from Andrews to Smith and myself on February 25th 2015 stated (the use of bold for emphasis is mine):
From: Paul Andrews <paul@andrewsuk.com>
To: David Levy <davidlevylondon@yahoo.com>; Chris Smith <chris@zxdesign.info>
Sent: Wednesday, February 25, 2015 5:27 PM
Subject: Meeting Today
I had an ultra productive meeting today with Darren....
All being well he is going to get us a LOT of titles, and also some top branded/headline ones as well....
He is also going to start opening some doors for the USA...
Also as you may recall he done the C64 plug into TV unit which sold tons, well we have started a dialogue to revamp it and do it again but via us, as another new computer in our product range, it could be bigger than the Vega even as the USA will go nuts for what we discussed today...I will update you as I have more to tell, but it was a brilliant meeting and well worth the trip!
Regards
Paul
I was very enthusiastic and responded immediately:
From: David Levy
Sent: Wednesday, February 25, 2015 5:37 PM
To: Paul Andrews ; Chris Smith
Subject: Re: Meeting Today
Wonderful news Paul. Very well done. I can't wait to learn more.
When can we three meet again, even if it means Chris on the phone? Shall I come up to Luton for a meeting?
Smith was similarly enthusiastic:
Chris Smith <chris@zxdesign.info>
02/25/15 at 5:30 PM
To: Paul Andrews
CC: David Levy
Awesome! I'd better start reminding myself how the SID chip works....
From the wording used by Andrews – “via us, as another new computer in our product range”, it was immediately clear that we in Retro Computers Ltd intended to produce a range of products and a retro version of the Commodore 64 would be one of them.
During 2015 and early 2016 the Commodore 64 project was often discussed between Andrews, Smith and myself. All the contact with Melbourne was being made by Andrews, apart from a day in July 2015 when Melbourne came to the Vega launch party in London and spoke to me. In many discussions, Andrew spoke of the efforts to which Melbourne was going to acquire the necessary intellectual property (IP) rights permissions from the Commodore rights owner, an American company called Cloanto, whose offshoot Cloanto Italia srl, of Udine, Italy, was responsible for dealing in those IP rights.
Andrews repeatedly told me that a meeting would take place with “all of us” and Melbourne to discuss the Commodore 64 project. The meeting was never arranged.
Amongst the emails exchanged on the Commodore 64 project between the three of us, are the following (again, with emphasis by me in bold in some places and in a few places I’ve “snipped” out some irrelevant text for the sake of relative brevity).
From: Chris Smith <chris@zxdesign.info>
To: David Levy <david@retro-computers.co.uk>
Cc: "paul@retro-computers.co.uk" <paul@retro-computers.co.uk>
Sent: Wednesday, June 17, 2015 6:23 PM
Subject: Re: Retro Computers Ltd second product
Way ahead of you. The handheld LCD Vega is basically done, just a few minor things to look at. Seriously, it is. We talked about maybe doing this a long time ago, and was already part of my original intention with my spectrum joystick.
[Snip]
Clearly getting some consumer insight and market research will be necessary before we make an investment. But how to approach this?
On the other hand, our planned C64 console and/or other platforms to complement the Vega would be quite desirable!
C
06/18/15 at 4:02 AM
To: Chris Smith
CC: paul@retro-computers.co.uk
All very good stuff Chris, really great to hear!!
Yes, let's have a future plan meeting as soon as you are free from your launch duties. Perhaps we can do this on the same day that we meet with Darren to discuss the C64 proejct.
David
Paul Andrews <paul@andrewsuk.com>
06/24/15 at 3:57 PM
To: David Levy
Got us the first few games as per the other email.
[Snip]
C64 – Darren has spoke to the Italians, and they are well up for doing this with us, so good first step. All being well Darren is going to fly out around the 10th to Italy to sort this – before that we will meet up with him to sort things out.
It’s been slow but he is making progress now...
From: Paul Andrews <paul@andrewsuk.com>
To: David Levy <davidlevylondon@yahoo.com>; Chris Smith <chris@zxdesign.info>
Sent: Monday, June 29, 2015 4:53 PM
Subject: this really is important
Right here is were we are at... this has to be said for all the right reasons so please excuse me for being blunt, but we are pretty much in a make or break scenario now with regards to time scales
[Snip]
I know you don't want to hear this Chris but the only solution out of this is in your hands. We have to have a system now which tonight you fix what you can, and deliver overnight a working corrected firmware, and final fonts etc. Further to that and both I and David agree, you need to be at home for the next few days to make reactive corrections and new builds if we need them. This does not have to be wasted time, you can do the NSTC stuff while at home, and maybe even some nice to haves, but basically we need to have you there as plan B so if things don't work you can fix them and get them back to us, this is almost certain
Basically can you and will you do this, I know all the reasons you don't want to, but I can only see negative outcomes if we don't do this.
Can you confirm how we can help you, and what your plans are. Once again excuse me for being blunt, and this is NOT a finger pointing in anyway what so ever, we just need to get this sorted or the Vega will fail. Not only that we will never get crowd funding backing again for the C64 or anything else if we don't deliver...
Thanks mate.
Re: Agenda for Thursday management meeting, September 12th -- approx 12:15pm
Chris Smith <chris@zxdesign.info>
09/23/15 at 2:10 PM
To: David Levy
CC: Chris Smith
paul@retro-computers.co.uk
Any chance we can meet at 1100 instead? I've got something else at 12.
C
On 23 September 2015 at 12:38, David Levy <davidlevylondon@yahoo.com> wrote:
Agenda for management meeting - September 24th -- Approx12:15pm
[1] Possible alternative Freescale SOC
[2] Our new web site.
[3] Online key mapping tool.
[4] Vega Go – Paul's meeting with Rick Dickinson
[4] Vega Go LCD:
(a) Samples from Midas Displays ?
(b) Suitability of Chinese LCD ?
[5] C64 emulation
[6] AOB
[7] Next management meeting -- Confirming Thursday October 1st.
Re: AGD Demo
Paul Andrews <paul@andrewsuk.com>
02/02/16 at 9:10 AM
To: David Levy
I meet with Darren last week to discuss a load of stuff connected to the C64 – and the contract is still pending due to the USA lawyers quibbling over a few lines..... but I am hopeful it will be sorted soon/next few days
I don't think Ian is going to be involved in the C64 at this point, but don't think he is really needed either, we HAVE to make this a much leaner organisation and squeeze the margins, there should be eventual rewards but it looks like there will be no slack for wages during the project as we will need ever penny raised from any initial campaign to fund production, [Snip] so we will have to fund all China production from the campaign money.... so everyone will be working for future rewards not on-going monthly wages...
When you are back I hope to have most of this tidied up and ready to start rolling... I hope so as its cost me thousands personally already.....
In August 2015, Paul Andrews incorporated a new company called Retro Games Ltd so as to be ready, he told me, to be the vehicle for Retro Computers Ltd, and for Melbourne to develop and market the retro Commodore 64. Upon its incorporation, that company had only one director (Andrews) and one shareholder (Andrews). At all times in our discussions, Andrews spoke of the prospective deal as involving all of the Retro Computers Ltd shareholders.
By early 2016 the scope of the proposed deal with Cloanto had, according to Andrews, widened, and now included the IP for the Commodore Amiga.
In my conversations with him re our Commodore projects, Andrews repeatedly said that he believed Retro Computers Ltd would make far, far more money from the Commodore 64 retro product than from the Vega and Vega+.
On March 18th Andrews, Smith and I had a management meeting at the Hilton Hotel in Paddington. What I did not know at the time, was that three days earlier Chris Smith, Darren Melbourne, and a friend of Melbourne’s (Paul Gouge) had become directors of Retro Games Ltd, the company Andrews had incorporated the previous August, and that each of Andrews, Smith, Melbourne and Gouge had been allotted 25% of the issued shares in the company.
At first the meeting was conducted in a calm and friendly manner until the subject of future products came up. I asked what was the latest status of the Commodore 64 project, to which Andrews replied that Melbourne would be running the project, that he and Smith would be involved, but there was no role for me. Sinclair Research and I were to be frozen out.
When I asked how this could be possible, and said I was shocked that Andrews and Smith had agreed to go along with this furtive proposal, Chris Smith admitted they had ‘agonized’ for weeks” about it. Their justification for doing so was that Melbourne was going ahead with the project with or without them, and they both wanted to be involved, Andrews because he needed money and Smith because he wanted to leave his job at Companies House and Melbourne agreed to fund him while he developed the Commodore product.
When I said that to do this would create a clear conflict of interest under the Companies Act, neither of them appeared to know what I was talking about.
For reference, the first two paragraphs of Section 175 of the Companies Act state:
175 Duty to avoid conflicts of interest
(1) A director of a company must avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the company.
(2) This applies in particular to the exploitation of any property, information or opportunity (and it is immaterial whether the company could take advantage of the property, information or opportunity).
I felt hurt, betrayed and angry all at once. When Andrews saw this, he offered to resign.
In a state of shock at the lack of transparency and the way this underhanded act had unfolded, my trust was shattered – personally and professionally – and I got up and left the meeting.
- David Levy
----- Forwarded Message -----
From: Paul Andrews <paul@andrewsuk.com>
To: David Levy <david@retro-computers.co.uk>; Chris Smith <chris@zxdesign.info>
Sent: Thursday, June 18, 2015 8:58 AM
Subject: Re: Retro Computers Ltd second product
All sounds good...
From: David Levy
Sent: Thursday, June 18, 2015 4:02 AM
To: Chris Smith
Cc: paul@retro-computers.co.uk
Subject: Re: Retro Computers Ltd second product
All very good stuff Chris, really great to hear!!
Yes, let's have a future plan meeting as soon as you are free from your launch duties. Perhaps we can do this on the same day that we meet with Darren to discuss the C64 proejct.
David
From: Chris Smith <chris@zxdesign.info>
To: David Levy <david@retro-computers.co.uk>
Cc: "paul@retro-computers.co.uk" <paul@retro-computers.co.uk>
Sent: Wednesday, June 17, 2015 6:23 PM
Subject: Re: Retro Computers Ltd second product
Way ahead of you. The handheld LCD Vega is basically done, just a few minor things to look at. Seriously, it is. We talked about maybe doing this a long time ago, and was already part of my original intention with my spectrum joystick.
I always design and work to a bigger picture, so made sure that whatever technology we were using for the first Vega would also support an LCD version. Therefore, the Vega firmware has all the code for the LCD written (we're using the LCD hardware behind the TV encoder, all of which is on-chip of course), and I made sure the LCD interface pins have been left free. Basically, just solder an LCD onto the Vega and voilà! This chip is also a great chip for battery driven devices - though the Vega firmware does need quite a bit of power due to the data crunching it does, so we'd have to look at that.
I would review what we have just done, for lessons learned etc, before forging ahead with another product using the same tech. So there are other chips we could look at in the same range that do not have the TV encoder (which we needed only for the current Vega). Staying in the same family and capitalising on what we have already will save us in time and money.
Indeed, we need to look at what other products we are going to do. Having a standard hardware platform that can be used for the Spectrum, C64, Amstrad... whatever, is one of the essential strategic technological decision that we must make, and I have been doing research in readiness for this. There are other chips, AllWinner for example, that would run Linux and an emulator, abstracting the hardware side so we're don't have vendor specific code in the main - but they're more costly, run in the GHz and so require 8-layer PCB.
I would also draw a clear distinction between design and development. I'd happily outsource development, but wouldn't want to outsource design - that needs to be kept in-house, where the expertise lies, and the bigger picture and future vision is being formed.
We should have a future plan meeting to bring all our various ideas together!
Response from Paul Andrews
The same day, Paul Andrews posts the following response on the public discussion facebook page:
Paul Andrews
With regards to the nonsense Mr Levy has published today, Thursday the 15th February 2018.
I don’t think that people want to read pages and pages of dull business e-mails, so I’ll keep my response as short as possible.
As previously stated many time, Retro Computers Limited, (initially called Sinclair Computers Limited, and only changed at the insistence of the IP licensor SKY) was set up with the limited remit of four Sinclair branded potential products. The first being the Vega which was successfully delivered (while myself and Chris Smith were involved with the company), the second was to be the Vega Plus (not yet delivered under the current directors control), the third and fourth Sir Clive was to provide (those being a Sinclair branded laptop, and a 3D games console), those were never discussed past the initial documents of the companies aims. The company was not there to do anything more than that.
It seems pointless to answer all of Mr Levy’s increasingly wild and bizarre accusations, especially when it is widely known, that after I confirmed to Mr Levy the company no longer required the services of the then part time PR contractor (Suzanne Martin) and, that until the Vega Plus was made and delivered to backers, no one (i.e. Mr Levy, myself of Chris) could draw wages, etc. at that point Mr Levy and Suzanne Martin started a well-documented hate campaign against myself and Chris, in an attempt to drive us out, which in the end we felt we had no choice but to leave. For clarity Chris Smith was never paid for any of the ZX Vega IP, for clarity outstanding invoices in excess of £70k+ are still outstanding to me and Chris (while Mr Levy has paid himself parallel invoices after we left). Once more for clarity myself and Chris left Retro Computers Limited, BEFORE any Vega Plus backer funds where paid to the company, and also for clarity we still own 50% of the company’s shares after having no choice but to take RCL and its current directors to high court to stop the unlawful removal of said shares. This high court case was ruled in our favour, the £50k+ of costs awarded in our favour have yet to be settled to us.
We find it quite sad, that Mr Levy feels the need to try to obscure his own failings in delivering the Vega Plus to backers who paid for it, (almost two years ago), despite many times saying it would be delivered to people, it was in production and so on, while time and time again not fulfilling these promises. He has now set himself a deadline of April 2018 to deliver, we remain hopeful for the sake of backers this time he will finally be telling the truth.
Once again for clarity, trying to use partial emails to create a myth of some form of conflict of interest is also quite sad, I am sure Mr Levy would not like it if I released the emails from various parties in which his friend Sir Clive Sinclair via his representatives not only confirmed he, nor Sinclair Research Limited (25% shareholder in RCL and corporate director), had no issues, with, nor no interest in external projects such as THEC64. I am sure Mr Levy would not also like it if I released the emails which detail how Sir Clive was willing to support us in the removal of Mr Levy as a director of Retro Computers Limited, just prior to the point of us being forced out by a hate campaign. As ever all these documents from emails, to letters, to legal correspondence, to the lawfully obtained RCL bank statements which show how backer money was spent, are with not only our legal representatives, but also the police and other authorities.
There was, and is no conflict of interest, we all had other jobs, other interests, other companies (I should remind you all for example that one of Mr Levy’s at the time was a company called Intelligent Toys Ltd, makers of electronic games etc.) and so on. The current directors also have company’s called Ping Pong Studios Ltd, Planet Computers Ltd, etc. none of which ZX Vega backers care about. The simple truth Mr Levy struggles with is, he was unwanted in external ventures, as he ‘bought nothing to the table’.
So once more we appeal to the current directors of RCL to either deliver the Vega Plus console to backers, or refund them, we appeal to them to pay the many IP owners and charity, which should also benefit from the Vega, and Vega Plus, and stop this silly pointless nonsense, which serves as nothing more than to make them look very unprofessional and bitter over their own failings.
— Paul Andrews
On Thursday 15th February 2018, David Levy posted an 8 part update (incorrectly numbered 1-5 and 7-9) called the conflict of interest. The updates were posted to Indiegogo and the Retro Computers facebook page.
On Tuesday 24th April, 5 of the updates were removed from the Vega+ Indiegogo campaign, taking the update count down from 84 to 79.
On Wednesday 25th April, the remaining 3 updates were removed, taking the update down from 79 to 76.
The Conflict of interests Caused by Commodore 64 Project
Dr David Levy – Chairman, Retro Computers Ltd (February 14th 2018)
This statement is long overdue and is being made to bring clarity to a situation that can seem complex and confusing to many, but at its heart, is very simple. It’s also for the many people who, in recent months, have asked for more detailed information on what the dispute within Retro Computers Ltd is about:
It began in March 2016, caused by a conflict of interests created by Paul Andrews, then our company’s Managing Director, and Chris Smith, our then Technical Director. Around February 2015, Paul Andrews suggested the idea of our company developing and marketing a retro version of the Commodore 64 computer, which had sold somewhere in the region of 17 million units and, according to the Guinness Book of Records, was the biggest selling home computer of all time.
Andrews was acquainted with an entrepreneur, Darren Melbourne, who had been in the computer games business for many years, and who had extensive contacts in the Commodore 64 community. At the time Melbourne was supposedly going to help our company obtain the rights to include several well known Spectrum games in the Vega.
To support this statement, here’s one email from Andrews to Smith and myself on February 25th 2015 stated (the use of bold for emphasis is mine):
From: Paul Andrews <paul@andrewsuk.com>
To: David Levy <davidlevylondon@yahoo.com>; Chris Smith <chris@zxdesign.info>
Sent: Wednesday, February 25, 2015 5:27 PM
Subject: Meeting Today
I had an ultra productive meeting today with Darren....
All being well he is going to get us a LOT of titles, and also some top branded/headline ones as well....
He is also going to start opening some doors for the USA...
Also as you may recall he done the C64 plug into TV unit which sold tons, well we have started a dialogue to revamp it and do it again but via us, as another new computer in our product range, it could be bigger than the Vega even as the USA will go nuts for what we discussed today...I will update you as I have more to tell, but it was a brilliant meeting and well worth the trip!
Regards
Paul
I was very enthusiastic and responded immediately:
From: David Levy
Sent: Wednesday, February 25, 2015 5:37 PM
To: Paul Andrews ; Chris Smith
Subject: Re: Meeting Today
Wonderful news Paul. Very well done. I can't wait to learn more.
When can we three meet again, even if it means Chris on the phone? Shall I come up to Luton for a meeting?
Smith was similarly enthusiastic:
Chris Smith <chris@zxdesign.info>
02/25/15 at 5:30 PM
To: Paul Andrews
CC: David Levy
Awesome! I'd better start reminding myself how the SID chip works....
From the wording used by Andrews – “via us, as another new computer in our product range”, it was immediately clear that we in Retro Computers Ltd intended to produce a range of products and a retro version of the Commodore 64 would be one of them.
During 2015 and early 2016 the Commodore 64 project was often discussed between Andrews, Smith and myself. All the contact with Melbourne was being made by Andrews, apart from a day in July 2015 when Melbourne came to the Vega launch party in London and spoke to me. In many discussions, Andrew spoke of the efforts to which Melbourne was going to acquire the necessary intellectual property (IP) rights permissions from the Commodore rights owner, an American company called Cloanto, whose offshoot Cloanto Italia srl, of Udine, Italy, was responsible for dealing in those IP rights.
Andrews repeatedly told me that a meeting would take place with “all of us” and Melbourne to discuss the Commodore 64 project. The meeting was never arranged.
Amongst the emails exchanged on the Commodore 64 project between the three of us, are the following (again, with emphasis by me in bold in some places and in a few places I’ve “snipped” out some irrelevant text for the sake of relative brevity).
From: Chris Smith <chris@zxdesign.info>
To: David Levy <david@retro-computers.co.uk>
Cc: "paul@retro-computers.co.uk" <paul@retro-computers.co.uk>
Sent: Wednesday, June 17, 2015 6:23 PM
Subject: Re: Retro Computers Ltd second product
Way ahead of you. The handheld LCD Vega is basically done, just a few minor things to look at. Seriously, it is. We talked about maybe doing this a long time ago, and was already part of my original intention with my spectrum joystick.
[Snip]
Clearly getting some consumer insight and market research will be necessary before we make an investment. But how to approach this?
On the other hand, our planned C64 console and/or other platforms to complement the Vega would be quite desirable!
C
06/18/15 at 4:02 AM
To: Chris Smith
CC: paul@retro-computers.co.uk
All very good stuff Chris, really great to hear!!
Yes, let's have a future plan meeting as soon as you are free from your launch duties. Perhaps we can do this on the same day that we meet with Darren to discuss the C64 proejct.
David
Paul Andrews <paul@andrewsuk.com>
06/24/15 at 3:57 PM
To: David Levy
Got us the first few games as per the other email.
[Snip]
C64 – Darren has spoke to the Italians, and they are well up for doing this with us, so good first step. All being well Darren is going to fly out around the 10th to Italy to sort this – before that we will meet up with him to sort things out.
It’s been slow but he is making progress now...
From: Paul Andrews <paul@andrewsuk.com>
To: David Levy <davidlevylondon@yahoo.com>; Chris Smith <chris@zxdesign.info>
Sent: Monday, June 29, 2015 4:53 PM
Subject: this really is important
Right here is were we are at... this has to be said for all the right reasons so please excuse me for being blunt, but we are pretty much in a make or break scenario now with regards to time scales
[Snip]
I know you don't want to hear this Chris but the only solution out of this is in your hands. We have to have a system now which tonight you fix what you can, and deliver overnight a working corrected firmware, and final fonts etc. Further to that and both I and David agree, you need to be at home for the next few days to make reactive corrections and new builds if we need them. This does not have to be wasted time, you can do the NSTC stuff while at home, and maybe even some nice to haves, but basically we need to have you there as plan B so if things don't work you can fix them and get them back to us, this is almost certain
Basically can you and will you do this, I know all the reasons you don't want to, but I can only see negative outcomes if we don't do this.
Can you confirm how we can help you, and what your plans are. Once again excuse me for being blunt, and this is NOT a finger pointing in anyway what so ever, we just need to get this sorted or the Vega will fail. Not only that we will never get crowd funding backing again for the C64 or anything else if we don't deliver...
Thanks mate.
Re: Agenda for Thursday management meeting, September 12th -- approx 12:15pm
Chris Smith <chris@zxdesign.info>
09/23/15 at 2:10 PM
To: David Levy
CC: Chris Smith
paul@retro-computers.co.uk
Any chance we can meet at 1100 instead? I've got something else at 12.
C
On 23 September 2015 at 12:38, David Levy <davidlevylondon@yahoo.com> wrote:
Agenda for management meeting - September 24th -- Approx12:15pm
[1] Possible alternative Freescale SOC
[2] Our new web site.
[3] Online key mapping tool.
[4] Vega Go – Paul's meeting with Rick Dickinson
[4] Vega Go LCD:
(a) Samples from Midas Displays ?
(b) Suitability of Chinese LCD ?
[5] C64 emulation
[6] AOB
[7] Next management meeting -- Confirming Thursday October 1st.
Re: AGD Demo
Paul Andrews <paul@andrewsuk.com>
02/02/16 at 9:10 AM
To: David Levy
I meet with Darren last week to discuss a load of stuff connected to the C64 – and the contract is still pending due to the USA lawyers quibbling over a few lines..... but I am hopeful it will be sorted soon/next few days
I don't think Ian is going to be involved in the C64 at this point, but don't think he is really needed either, we HAVE to make this a much leaner organisation and squeeze the margins, there should be eventual rewards but it looks like there will be no slack for wages during the project as we will need ever penny raised from any initial campaign to fund production, [Snip] so we will have to fund all China production from the campaign money.... so everyone will be working for future rewards not on-going monthly wages...
When you are back I hope to have most of this tidied up and ready to start rolling... I hope so as its cost me thousands personally already.....
In August 2015, Paul Andrews incorporated a new company called Retro Games Ltd so as to be ready, he told me, to be the vehicle for Retro Computers Ltd, and for Melbourne to develop and market the retro Commodore 64. Upon its incorporation, that company had only one director (Andrews) and one shareholder (Andrews). At all times in our discussions, Andrews spoke of the prospective deal as involving all of the Retro Computers Ltd shareholders.
By early 2016 the scope of the proposed deal with Cloanto had, according to Andrews, widened, and now included the IP for the Commodore Amiga.
In my conversations with him re our Commodore projects, Andrews repeatedly said that he believed Retro Computers Ltd would make far, far more money from the Commodore 64 retro product than from the Vega and Vega+.
On March 18th Andrews, Smith and I had a management meeting at the Hilton Hotel in Paddington. What I did not know at the time, was that three days earlier Chris Smith, Darren Melbourne, and a friend of Melbourne’s (Paul Gouge) had become directors of Retro Games Ltd, the company Andrews had incorporated the previous August, and that each of Andrews, Smith, Melbourne and Gouge had been allotted 25% of the issued shares in the company.
At first the meeting was conducted in a calm and friendly manner until the subject of future products came up. I asked what was the latest status of the Commodore 64 project, to which Andrews replied that Melbourne would be running the project, that he and Smith would be involved, but there was no role for me. Sinclair Research and I were to be frozen out.
When I asked how this could be possible, and said I was shocked that Andrews and Smith had agreed to go along with this furtive proposal, Chris Smith admitted they had ‘agonized’ for weeks” about it. Their justification for doing so was that Melbourne was going ahead with the project with or without them, and they both wanted to be involved, Andrews because he needed money and Smith because he wanted to leave his job at Companies House and Melbourne agreed to fund him while he developed the Commodore product.
When I said that to do this would create a clear conflict of interest under the Companies Act, neither of them appeared to know what I was talking about.
For reference, the first two paragraphs of Section 175 of the Companies Act state:
175 Duty to avoid conflicts of interest
(1) A director of a company must avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the company.
(2) This applies in particular to the exploitation of any property, information or opportunity (and it is immaterial whether the company could take advantage of the property, information or opportunity).
I felt hurt, betrayed and angry all at once. When Andrews saw this, he offered to resign.
In a state of shock at the lack of transparency and the way this underhanded act had unfolded, my trust was shattered – personally and professionally – and I got up and left the meeting.
- David Levy
----- Forwarded Message -----
From: Paul Andrews <paul@andrewsuk.com>
To: David Levy <david@retro-computers.co.uk>; Chris Smith <chris@zxdesign.info>
Sent: Thursday, June 18, 2015 8:58 AM
Subject: Re: Retro Computers Ltd second product
All sounds good...
From: David Levy
Sent: Thursday, June 18, 2015 4:02 AM
To: Chris Smith
Cc: paul@retro-computers.co.uk
Subject: Re: Retro Computers Ltd second product
All very good stuff Chris, really great to hear!!
Yes, let's have a future plan meeting as soon as you are free from your launch duties. Perhaps we can do this on the same day that we meet with Darren to discuss the C64 proejct.
David
From: Chris Smith <chris@zxdesign.info>
To: David Levy <david@retro-computers.co.uk>
Cc: "paul@retro-computers.co.uk" <paul@retro-computers.co.uk>
Sent: Wednesday, June 17, 2015 6:23 PM
Subject: Re: Retro Computers Ltd second product
Way ahead of you. The handheld LCD Vega is basically done, just a few minor things to look at. Seriously, it is. We talked about maybe doing this a long time ago, and was already part of my original intention with my spectrum joystick.
I always design and work to a bigger picture, so made sure that whatever technology we were using for the first Vega would also support an LCD version. Therefore, the Vega firmware has all the code for the LCD written (we're using the LCD hardware behind the TV encoder, all of which is on-chip of course), and I made sure the LCD interface pins have been left free. Basically, just solder an LCD onto the Vega and voilà! This chip is also a great chip for battery driven devices - though the Vega firmware does need quite a bit of power due to the data crunching it does, so we'd have to look at that.
I would review what we have just done, for lessons learned etc, before forging ahead with another product using the same tech. So there are other chips we could look at in the same range that do not have the TV encoder (which we needed only for the current Vega). Staying in the same family and capitalising on what we have already will save us in time and money.
Indeed, we need to look at what other products we are going to do. Having a standard hardware platform that can be used for the Spectrum, C64, Amstrad... whatever, is one of the essential strategic technological decision that we must make, and I have been doing research in readiness for this. There are other chips, AllWinner for example, that would run Linux and an emulator, abstracting the hardware side so we're don't have vendor specific code in the main - but they're more costly, run in the GHz and so require 8-layer PCB.
I would also draw a clear distinction between design and development. I'd happily outsource development, but wouldn't want to outsource design - that needs to be kept in-house, where the expertise lies, and the bigger picture and future vision is being formed.
We should have a future plan meeting to bring all our various ideas together!
Response from Paul Andrews
The same day, Paul Andrews posts the following response on the public discussion facebook page:
Paul Andrews
With regards to the nonsense Mr Levy has published today, Thursday the 15th February 2018.
I don’t think that people want to read pages and pages of dull business e-mails, so I’ll keep my response as short as possible.
As previously stated many time, Retro Computers Limited, (initially called Sinclair Computers Limited, and only changed at the insistence of the IP licensor SKY) was set up with the limited remit of four Sinclair branded potential products. The first being the Vega which was successfully delivered (while myself and Chris Smith were involved with the company), the second was to be the Vega Plus (not yet delivered under the current directors control), the third and fourth Sir Clive was to provide (those being a Sinclair branded laptop, and a 3D games console), those were never discussed past the initial documents of the companies aims. The company was not there to do anything more than that.
It seems pointless to answer all of Mr Levy’s increasingly wild and bizarre accusations, especially when it is widely known, that after I confirmed to Mr Levy the company no longer required the services of the then part time PR contractor (Suzanne Martin) and, that until the Vega Plus was made and delivered to backers, no one (i.e. Mr Levy, myself of Chris) could draw wages, etc. at that point Mr Levy and Suzanne Martin started a well-documented hate campaign against myself and Chris, in an attempt to drive us out, which in the end we felt we had no choice but to leave. For clarity Chris Smith was never paid for any of the ZX Vega IP, for clarity outstanding invoices in excess of £70k+ are still outstanding to me and Chris (while Mr Levy has paid himself parallel invoices after we left). Once more for clarity myself and Chris left Retro Computers Limited, BEFORE any Vega Plus backer funds where paid to the company, and also for clarity we still own 50% of the company’s shares after having no choice but to take RCL and its current directors to high court to stop the unlawful removal of said shares. This high court case was ruled in our favour, the £50k+ of costs awarded in our favour have yet to be settled to us.
We find it quite sad, that Mr Levy feels the need to try to obscure his own failings in delivering the Vega Plus to backers who paid for it, (almost two years ago), despite many times saying it would be delivered to people, it was in production and so on, while time and time again not fulfilling these promises. He has now set himself a deadline of April 2018 to deliver, we remain hopeful for the sake of backers this time he will finally be telling the truth.
Once again for clarity, trying to use partial emails to create a myth of some form of conflict of interest is also quite sad, I am sure Mr Levy would not like it if I released the emails from various parties in which his friend Sir Clive Sinclair via his representatives not only confirmed he, nor Sinclair Research Limited (25% shareholder in RCL and corporate director), had no issues, with, nor no interest in external projects such as THEC64. I am sure Mr Levy would not also like it if I released the emails which detail how Sir Clive was willing to support us in the removal of Mr Levy as a director of Retro Computers Limited, just prior to the point of us being forced out by a hate campaign. As ever all these documents from emails, to letters, to legal correspondence, to the lawfully obtained RCL bank statements which show how backer money was spent, are with not only our legal representatives, but also the police and other authorities.
There was, and is no conflict of interest, we all had other jobs, other interests, other companies (I should remind you all for example that one of Mr Levy’s at the time was a company called Intelligent Toys Ltd, makers of electronic games etc.) and so on. The current directors also have company’s called Ping Pong Studios Ltd, Planet Computers Ltd, etc. none of which ZX Vega backers care about. The simple truth Mr Levy struggles with is, he was unwanted in external ventures, as he ‘bought nothing to the table’.
So once more we appeal to the current directors of RCL to either deliver the Vega Plus console to backers, or refund them, we appeal to them to pay the many IP owners and charity, which should also benefit from the Vega, and Vega Plus, and stop this silly pointless nonsense, which serves as nothing more than to make them look very unprofessional and bitter over their own failings.
— Paul Andrews
Your BOB is great!
