Syntax–Brillian Corporation

Syntax–Brillian Corporation was an American consumer-electronics company headquartered in Tempe, Arizona. It was created on November 30, 2005, through the merger of Syntax, a seller of widescreen HDTV-ready LCD televisions, and Brillian Corporation, which marketed televisions under the Brillian name. The merged company focused primarily on the expanding market for flat-panel high-definition television and sold its principal television products under the Olevia brand. The company’s business model combined branded television sales with outsourced and partially localized assembly. In October 2006, Syntax–Brillian opened a 50,000-square-foot facility in Ontario, California, in partnership with Solar Link Technologies. The site assembled Olevia LCD and LCoS television sets, employed approximately 120 people on one shift, and supported the company’s effort to compete with larger electronics manufacturers while marketing certain products as made in the United States. The company’s portfolio also broadened beyond televisions. In November 2006, it acquired privately held Vivitar Corporation for $26 million in stock, adding digital cameras and camcorders to its consumer-electronics operations. Syntax–Brillian’s expansion was undermined by financial and governance problems. On July 8, 2008, the company sought protection under Chapter 11 of the United States Bankruptcy Code. Nasdaq subsequently notified the company that its shares would be delisted because of listing violations and the bankruptcy filing. The company stated that its common stock was not expected to retain value after the Chapter 11 proceedings. During the bankruptcy process, Syntax–Brillian pursued an asset sale involving its television operations and the Olevia brand. A proposed transaction with Olevia International Group, an entity associated with TCV Group, would have transferred most of the company’s assets in exchange for the assumption of approximately $60 million of secured debt, but that transaction did not close. In May 2009, Emerson Radio Corporation instead purchased Syntax–Brillian’s assets, including the Olevia brand name. The Vivitar name and related intellectual property were subsequently sold separately to Sakar International, while the sale excluded certain physical and financial assets. The collapse also led to investigations, litigation, and regulatory enforcement. A bankruptcy examiner concluded that the company had been improperly managed in a manner benefiting Taiwan Kolin, an Asian parts supplier, rather than shareholders. Federal authorities investigated alleged fraud, and multiple lawsuits accused former executives and related parties of false financial reporting and transfers involving Taiwan Kolin. In 2011, federal fraud charges were brought against several former executives and Taiwan Kolin personnel. The Securities and Exchange Commission also pursued civil enforcement actions involving alleged fraudulent revenue recognition, insider trading, and related conduct. Judgments and settlements included monetary penalties, disgorgement, officer-and-director bars, and restrictions on accounting practice. The company’s outside law firm also reached a settlement with the creditors’ trust concerning fees paid before the bankruptcy. Syntax–Brillian therefore ended as an independent company after the 2009 asset sale, with its principal consumer brands and operations transferred to other owners.

Syntax–Brillian Corporation emerged from the November 30, 2005 merger of Syntax and Brillian Corporation. Syntax had sold widescreen HDTV-ready LCD televisions, while Brillian had marketed televisions under its own brand. The combined company concentrated on the rapidly developing flat-panel television market and used Olevia as its principal consumer brand. In 2006, the company attempted to strengthen its manufacturing and product position. It opened a 50,000-square-foot television assembly plant in Ontario, California, in partnership with Solar Link Technologies. The plant assembled Olevia LCD and LCoS televisions and was intended to provide a measure of domestic production while helping the company compete with larger electronics manufacturers. Later that year, Syntax–Brillian expanded into imaging products by acquiring privately held Vivitar Corporation for $26 million in stock. Vivitar operated as a wholly owned subsidiary and contributed digital cameras and camcorders to the group’s product range. The company’s growth was followed by severe financial distress. On July 8, 2008, Syntax–Brillian filed for protection under Chapter 11 of the United States Bankruptcy Code. Nasdaq reported that the company’s shares would be delisted because of listing violations and the bankruptcy filing. Syntax–Brillian indicated that its common stock was not expected to have value after the bankruptcy process. A restructuring strategy centered on selling the company’s operating assets. Syntax–Brillian entered into a proposed agreement under which Olevia International Group would acquire most of the assets, excluding those of the Vivitar unit, and assume approximately $60 million of secured debt. Olevia International Group was associated with TCV Group, a supplier of plastic injection-molded parts used in Olevia televisions. The proposed transaction did not close. In May 2009, Emerson Radio Corporation purchased Syntax–Brillian’s assets, including the Olevia brand name. The Vivitar brand name and intellectual property were later sold to Sakar International; that transaction did not include all of Vivitar’s equipment, facilities, or receivables. These transactions ended Syntax–Brillian’s independent operating presence. The bankruptcy generated extensive scrutiny. A court-appointed examiner concluded that the company had been improperly managed in a way that benefited Taiwan Kolin, its Asian parts supplier, rather than shareholders. Federal authorities, including the Justice Department, Internal Revenue Service, and Postal Inspection Service, investigated alleged fraud. Several lawsuits alleged that former executives had issued false financial statements and participated in improper transfers involving Taiwan Kolin. Regulatory and criminal proceedings continued after the bankruptcy. Federal fraud charges were brought in 2011 against former Syntax–Brillian officers Wayne Pratt, James Li, and Thomas Chow, along with Taiwan Kolin figures Roger Kao and Christopher Liu. The Securities and Exchange Commission pursued related civil cases involving alleged fraudulent revenue recognition and insider trading. The proceedings produced injunctions, disgorgement, civil penalties, officer-and-director bars, and restrictions on Pratt’s accounting practice. In 2012, Thomas Chow was ordered to pay more than $48 million after failing to respond to an SEC lawsuit, while former chief executive James Li was ordered to pay $11 million in penalties and related amounts and received an officer-and-director bar. The company’s former outside counsel also settled with the creditors’ trust over fees received before the bankruptcy. Syntax–Brillian is consequently remembered both for the Olevia television brand and for the corporate failure and fraud proceedings that followed its bankruptcy.

• 2009

  Assets sold to Emerson Radio

  [1]Syntax–Brillian Corporationen.wikipedia.org

  Emerson Radio acquired Syntax–Brillian’s assets, including the Olevia brand, after an earlier proposed transaction failed.

• 2008

  Chapter 11 bankruptcy filing

  [1]Syntax–Brillian Corporationen.wikipedia.org

  The company sought bankruptcy protection on July 8 as financial and governance problems intensified.

• 2006

  Ontario television assembly plant opened

  [1]Syntax–Brillian Corporationen.wikipedia.org

  A 50,000-square-foot California facility began assembling Olevia LCD and LCoS televisions.

• 2006

  Vivitar acquired

  [1]Syntax–Brillian Corporationen.wikipedia.org

  Syntax–Brillian acquired Vivitar for $26 million in stock and entered digital cameras and camcorders.

• 2005

  Syntax and Brillian merged

  [1]Syntax–Brillian Corporationen.wikipedia.org

  The merger created Syntax–Brillian Corporation on November 30, combining two television businesses.

A value-oriented consumer-electronics company focused on widescreen high-definition televisions, with an emphasis on competing against larger brands through branded products, Asian supply relationships, and some United States assembly.

• LCD and LCoS televisions

  Olevia

  Olevia was Syntax–Brillian’s principal television brand. It covered widescreen high-definition LCD televisions and LCoS-based sets. The company positioned these products as competitively priced alternatives to larger established television brands and assembled some models at its Ontario, California facility. The Olevia brand was included in the assets later purchased by Emerson Radio.

• Televisions

  Brillian

  Brillian was the television brand associated with Brillian Corporation before the 2005 merger. Its products formed part of the combined company’s inherited television business, although Olevia became the more prominent Syntax–Brillian consumer brand.

• Digital cameras and camcorders

  Vivitar

  Vivitar became a wholly owned subsidiary after Syntax–Brillian acquired the privately held company in 2006. It sold digital cameras and camcorders, giving Syntax–Brillian a presence outside television. The Vivitar name and intellectual property were later sold to Sakar International after the bankruptcy filing.

• 2012

  SEC enforcement and civil penalties

  SEC cases concerning alleged revenue-recognition and insider-trading misconduct resulted in monetary sanctions, injunctions, and officer-and-director bars. The company’s former outside counsel separately settled with the creditors’ trust over pre-bankruptcy fees.

  Source

• 2011

  Federal fraud proceedings involving former executives

  Federal fraud charges were brought against former Syntax–Brillian executives and Taiwan Kolin personnel in connection with alleged financial misconduct.

  Source

• 2008

  Bankruptcy and corporate-governance investigation

  Following the Chapter 11 filing, a court-appointed examiner concluded that Syntax–Brillian had been improperly managed to benefit Taiwan Kolin rather than shareholders. The findings contributed to broader litigation and federal investigations.

  Source

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• 2008

  Entered Chapter 11 restructuringStrategy

  Background

  Financial distress, listing violations, and governance concerns made continued operation as an independent public company difficult.

  Action taken

  Syntax–Brillian filed for protection under Chapter 11 of the United States Bankruptcy Code.

  Aftermath

  Nasdaq delisted the shares, and the company pursued asset sales that ultimately transferred its principal business and Olevia brand to Emerson Radio.

  Source

• 2006

  Established domestic television assemblyStrategy

  Background

  The company sought to compete with larger television brands while supporting a domestic manufacturing narrative.

  Action taken

  Syntax–Brillian opened a 50,000-square-foot Ontario, California facility with Solar Link Technologies to assemble Olevia LCD and LCoS televisions.

  Aftermath

  The facility became part of the company’s attempt to combine branded television sales with United States assembly before the later bankruptcy.

  Source

• 2006

  Acquired VivitarM&A

  Background

  Syntax–Brillian wanted to broaden its consumer-electronics portfolio beyond televisions.

  Action taken

  The company acquired privately held Vivitar for $26 million in stock and operated it as a wholly owned subsidiary.

  Aftermath

  Vivitar added digital cameras and camcorders but its brand and intellectual property were later sold to Sakar International after the bankruptcy filing.

  Acquisition consideration. $26 million in stock (2006)

  Source

1. 1Syntax–Brillian Corporationen.wikipedia.org