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Spectrum Countersues Sculley : Courts: The communications company charges that his resignation two days earlier was part of a conspiracy.

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TIMES STAFF WRITER

In a blistering counterattack against John Sculley, Spectrum Information Technologies said it filed a $300-million lawsuit Wednesday against its former chairman, charging that Sculley’s resignation two days earlier was the culmination of an elaborate conspiracy.

A spokesman for Sculley called the Spectrum lawsuit “a complete work of fiction.”

The suit alleges that shortly after joining the communications company, Sculley decided he wanted to take personal advantage of Spectrum business opportunities in concert with a venture capital partner.

Nearly all the important actions Sculley undertook thereafter, Spectrum alleges, were part of an effort to create a clear “exit path” and avoid any legal liability.

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On Monday, Sculley--formerly chairman and chief executive of Apple Computer Inc.--resigned from Spectrum and sued the firm’s president, Peter Caserta, alleging that Caserta had deceived him about problems at the company. Sculley said he had not been informed of a Securities and Exchange Commission investigation of the company, the use of controversial accounting procedures or large stock sales by Caserta and other insiders.

The resignation came just 3 1/2 months after Sculley shocked the technology industry by joining Spectrum, which has a long record of run-ins with securities regulators. Spectrum’s stock plummeted on news of his resignation, losing about $250 million in value, and analysts were left scratching their heads over Sculley’s apparent lapse of judgment in joining the firm in the first place.

In its lawsuit, filed in U.S. District Court in Bridgeport, Conn., Spectrum alleges that Sculley, not Caserta, was the true deceiver. Sculley was fully informed of the SEC investigation and the accounting procedures, Spectrum said, noting that the accounting methods were disclosed in SEC reports. The company also said it has a document signed by Sculley in which he consented to the insider stock sales.

The suit charges breach of contract, breach of fiduciary duty, mismanagement and theft of trade secrets.

Spectrum paints a detailed picture of the events it alleges led up to Sculley’s resignation. In November, shortly after joining the company, “Sculley stated that he wanted to gain control of Spectrum’s board and oust old management,” the lawsuit says. Caserta proposed a plan in which he and the others would resign, and Sculley agreed to it, it says.

In the meantime, however, Sculley had been in close consultations with “his new friend and confidante, Arjun Gupta,” the suit says, and sought to have him join the company. The suit says Gupta, of the prominent Silicon Valley venture capital firm Kleiner Perkins Caufield & Byers, declined, instead seeking to persuade Sculley to leave Spectrum and go into business with him.

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Gupta could not be reached for comment.

Spectrum alleges that “Gupta convinced Sculley not to oust old management because to do so would lock him into Spectrum, and that Sculley would be better served by developing an exit strategy from Spectrum.”

Around Dec. 7, the suit says, “Sculley did a sudden about-face and stated that he wanted to leave.” While he reaffirmed his commitment to Spectrum soon afterward, the suit contends, he essentially quit working for the company, refusing to build the business and discouraging potential partners from doing business with it.

The lawsuit also charges that Sculley seized upon his accounting complaints--about the treatment of royalty revenue--as “a pretext to feign disgust and resign.” He brought in new auditors, KPMG Peat Marwick, and allegedly “directed Peat Marwick to use its best efforts to find fault with Spectrum’s financials.”

A Peat Marwick spokeswoman called that accusation “totally outrageous.” The firm resigned Wednesday as Spectrum’s auditor.

Spectrum alleges that Sculley forced a restatement of earnings that would be announced the same day as his resignation so that shareholder losses would not be attributable to his resignation.

In a related development, a shareholder suit against Spectrum was expanded to include Sculley as a defendant. The suit cites Sculley’s late-January denial of rumors that he was planning to quit the company and his statement to a news service that the firm was not under SEC investigation--a statement the company later retracted.

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