 |
 |
|
|
|
|
|
|
|
| | | |
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
1
.
FINAL ORDER AND JUDGMENT
|
EXTRACTED KEY WORDS
COURT MEMBERS STIPULATION HEREBY RELEASEES CHANCERY JUDGEMENT SCHEDULING ORDER PARTIES PLAINTIFFS DIRECTORS ACCORDANCE DEFENDANTS ASSET ATTORNEYS MERGER ASSET SALE REPRESENTATIVES ASSERTING TRANSACTION DISCHARGE RELATING DETERMINATION ADEQUATE SEAGATE AFFILIATES SUCCESSORS COMPLIANCE CHANCERY RULE |
;i';" F~ ,
u i/ - / 1.
k&9i,,`;;-i:;`\.,
_ s.- %,> g Li `2
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE I-
-: --.
IN AND FOR NEW CASTLE COUNTY : i ;-;
L 2.
/
II. _ -
. r-3
: -2
IN RE SEAGATE TECHNOLOGY, INC. ) Consolidated ; 3-a
SHAREHOLDERS LITIGATION > Civil Action No. 17932-NC *`*.
-...A h `3
- i3j
FINAL ORDER AND JUDGMENT
A hearing having been held before the Court of Chancery (the "Court") on April 9,
2001 (the `Settlement Hearing"), pursuant to the Court's Order of February 6, 2001 (the
"Scheduling Order"), upon a Stipulation of Settlement dated as of January 11, 2001 (the
"Stipulation") in the above-captioned action (the "Action"); it appearing that due notice of the
Settlement Hearing has been given in accordance with the Scheduling Order; the respective
parties having appeared by their attorneys of record; the Court having heard and considered
evidence in support of the proposed settlement (the "Settlement"); the attorneys for the
respective parties having been heard; opportunity to be heard having been given to all other
persons requesting to be heard in accordance with the Scheduling Order; the Court having
determined that notice to the members of the Class (as defined herein) pursuant to the
aforesaid Scheduling Order, was adequate and sufficient; and the entire matter of the proposed
Settlement having been heard and considered by the Court;
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED this /!likt-
a/\ day of
April, 2001, that:
SNIPPETS:
|
|
2
.
PLAINTIFFS BRIEF IN SUPPORT OF PROPOSED SETTLEMENT AND APPLICATION FOR ATTORNEYS FEES
|
EXTRACTED KEY WORDS
SETTLEMENT FEES COUNSEL COURT DEL LITIGATION ATTORNEYS EXPENSES ASSET SALE SHAREHOLDERS PROPOSED SETTLEMENT TRANSACTION DISCLOSURE SUPR DEFENDANTS SILVER LAKE CONTINGENT NATURE OPERATING ASSETS MORGAN STANLEY CLASS MEMBERS PRELIMINARY INJUNCTION PRELIMINARY PROXY COMPLEXITY NEGOTIATING FAIRNESS OPINION STOCKHOLDERS REIMBURSEMENT ENGAGEMENT BUSINESS JUDGMENT |
IN TH[E COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
""""""""""""""""""""-~""""""""""""""""""""""""""""""""""""""""""~
IN RE SEAGATE TECHNOLOGY, INC. CONSOLIDATE:D
SHAREHOLDERS LITIGATION C.A. NO. 17932-NC
""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""~
PLAINTIFFS' BRIEF IN SUPPORT OF PROPOSED SETTLEMENT AND
APPLICATION FOR ATTORNEYS' FEES AND REIMBURSEMENT OF EXPENSES
ROSENTHAL, MONHAIT, GROSS & CHIMICLES & TIKELLIS LLP
GODDESS, P.A. One Rodney Square
Suite 140 1, Mellon Bank Center Wilmington, DE 19801
Wilmington, DE 1980 1 (302) 656-2500
(302) 656-4433
PLAINTIFFS' CO-LIAISON COUNSEL
ABBEY GARDY LLP LOWEY DANNENBERG
2 12 East 3 gth Street EIEMPORAD & SELINGER, P.C.
New York, NY 10016 One North Lexington Avenue
White Plains, NY 10601-1714
ENTWISTLE & CAPPUCCI LLP WOLF HALDENSTEIN ADLER
400 Park Avenue FREEMAN & HERZ, LLP
New York, NY 10022 270 Madison Avenue
New York, NY 100 16
PLAINTIFFS' CO-LEAD COUNSEL
DATED: April 4,200l
TABLE OF CONTENTS
TABLE OF AUTHORITIES . . . . . . . . . . . . . . . . . iii
SNIPPETS:
|
|
3
.
STIPULAITON OF SETTLEMENT
|
EXTRACTED KEY WORDS
STIPULATION COURT DEFENDANTS SEAGATE PARTIES COUNSEL SETTLEMENT VERITAS MEMBERS TRANSACTION DISCHARGE REPRESENTATIONS VERITAS SOFTWARE CORPORATION ASSET SALE CHANCERY DELAWARE SEAGATE TECHNOLOGY VERITAS SOFTWARE SUEZ CONNECTION PARTIES HERETO JUDGEMENT EXPENSES CALIFORNIA ACTIONS RELATING ATTORNEYS SETTLING PARTIES LITIGATION FOREVER RESOLVE |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE T>
a?; 5
-I,; _
IN AND FOR NEW CASTLE COUNTY ."J----
>.i., ;;
"- -
&!
-.;,. -
.+. ro
-.a. .-
.' -.e
mr..- .J
IN RE SEAGATE TECHNOLOGY, INC. ) Consolidated .x2 I':
-u:. ~3
SHAREHOLDERS LITIGATION > .'
Civil Action No. 17932-NC g;,; ;;,
> ;"-
STIPULATION OF SETTLEMENT
This Stipuktion of Settlement dated as of January 11, 2001 (the "Stipulation"), is
made and entered into by and among the following Settling Parties to the above-entitled
litigation (the "Action"): (i) The Representative Plaintiffs (on behalf of themselves and each of
the Class Members), by and through their counsel of record in the Action; and (ii) the
Defendants (as defined below), by and through their counsel of record in the Action. The
Stipulation is intended by the Settling Parties to fully, finally and forever resolve, discharge
and settle the Released Claims (as defined in 1 6), upon and subject to the terms and
conditions hereof.
WHEREAS:
A. On March 29, 2000, Seagate Technology, Inc., renamed Veritas Software
Technology Corporation, a Delaware corporation, on November 22, 2000 ("Seagate")
announced, inter alia, that Seagate, VERITAS Software Corporation ("VERITAS") and Suez
Acquisition Company (Cayman) Limited ("Suez"), a company formed by a group of private
SNIPPETS:
|
|
4
.
ANSWER TO SECOND AMENDED AND CONSOLIDATED CLASS ACTION COMPLAINT
|
EXTRACTED KEY WORDS
COMPLAINT PARAGRAPH DEFENDANTS COURT SEAGATE DEFENDANTS ADMIT OFTHE COMPLAINT RESPONSE PRELIMINARY PROXY PRELIMINARY PROXY STATEMENT VERITAS DEFENDANTS RESPECTFULLY REFER THEREOF DIRECTORS COMMON STOCK ALLEGATIONS OFPARAGRAPH CONSOLIDATED CLASS ACTION STOCKHOLDERS PLAINTIFFS PURPORT SECOND SENTENCE SILVER LAKE INFORMATION SUFFICIENT SHAREHOLDERS VERITAS SOFTWARE CORPORATION TRANSACTIONS FIRST SENTENCE MORGAN STANLEY UNDERSIGNED ATTORNEYS RECOMMENDING |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
IN RE SEAGATE TECHNOLOGY, INC. ) CONSOLIDATED i
SHAREHOLDERS LITIGATION 1 C.A. No. 17932-NC
'
ANSWER TO SECOND AMENDED AND
CONSOLIDATED CLASS ACTION COMPLAINT
Defendants Gary B. Filler, L,awrence Perlman, Kenneth E. Haughton, Robert A. Kleist,
Thomas P. Stafford, Laurel Wilkening and Seagate Technology, Inc. ("Defendants"), by and through
their undersigned attorneys, answer plaintiffs' second amended alid consolidated class action
complaint (the "Complaint") as folio ws:
1. The allegations of paragraph 1 ofthe Complaint are denied, except Defendants admit
that: plaintiffs purport to bring this action on behalf of the public shareholders of Seagate
Technology, Inc. ("Seagate"); Seagate is the owner of 128,059,966 shares, or approximately 32.5%,
of the outstanding common stock of Veritas Software Corporation ("Veritas"); the market price of
Veritas common stock increased by approximately 200% from its dOSing price on January 4, 1999,
to late October 1999; the board of directors of Seagate is recommending to the stockholders of
Seagate the Stock Purchase and Merger (as defined below); and certain assets of Seagate, including
its disc-drive, tape and software businesses, and XIOtech Corporation ("XIOtech"), will be sold to
an &hate of Silver Lake Management Partners, L.P. ("Silver Lake")
2. The allegations of paragraph 2 of the Complaint are denied, except Defendants admit
that Seagate retained the investment banking firm ofMorgan Stanley & Co., Incorporated ("Morgan
Stanley ")
SNIPPETS:
|
|
5
.
PLAINTIFFS OPENING BRIEF IN SUPPORT OF THEIR MOTION FOR CLASS ACTION CERTIFICATION
|
EXTRACTED KEY WORDS
DEFENDANTS CLASS ACTION COURT SHAREHOLDERS CLASS CERTIFICATION MEMBERS SATISFY LITIGATION NUMEROSITY SEAGATE DEL PROPOSED TRANSACTION COMMON VERITAS CHANCERY DELAWARE INDIVIDUAL DEFENDANTS COMMONALITY REPRESENTATIVE PARTIES PUBLIC SHAREHOLDERS MANAGEMENT PUBLIC STOCKHOLDERS COMMON STOCK VERITAS SHARES INJUNCTIVE RELIEF PLAINTIFFS ALLEGE AUTHORITIES DISC DRIVES FIDUCIARY DUTIES |
r;` . ^ .F--
j : : `i,
L-' i i : I\;. ,.
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
------------------------------------------------------~
CONSOLIDATED
IN RE SEAGATE TECHNOLOGY, INC. : C.A.NO.17932-NC
SHAREHOLDERS LITIGATION
PLAINTIFFS' OPENING BRIEF IN SUPPORT OF
THEIR MOTION FOR CLASS ACTION CERTIFICATION
ROSENTHAL, MONHAIT, GROSS
& GODDESS, P.A.
Suite 140 1, Mellon Bank Center
Wilmington, Delaware 19899-1070
(302) 656-4433
CHIMICLES & TIKELLIS LLP
One Rodney Square
Wilmington, Delaware 1980 1
(302) 656-2.500
Co-Liaison Counsel for Plaintiffs
Dated: May 1,200O
TABLE OF CONTENTS
TABLE OF AUTHORITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PRELIMINARY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SNIPPETS:
|
|
6
.
AMENDED AND CONSOLIDATED CLASS ACTION COMPLAINT
|
EXTRACTED KEY WORDS
DEFENDANTS PLAINTIFFS INDIVIDUAL DEFENDANTS VERITAS BUYOUT TRANSACTION SHAREHOLDERS STOCK SILVER LAKE MANAGEMENT STOCKHOLDERS OPERATING BUSINESSES MEMBERS TECHNOLOGY ASSETS DISC DRIVES ALLEGATIONS FIDUCIARY DUTIES CHIEF FINANCIAL OFFICER SILVER LAKE PARTNERS SEAGATE SOFTWARE LLP COMMON STOCK EXECUTIVE VICE PRESIDENT AFFILIATES ACQUISITION TEXAS PACIFIC GROUP TRANSACTION WHEREBY IMMEDIATELY PRIOR |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
------------------------------------------------------x
IN RE SEAGATE TECHNOLOGY, INC. : CONSOLIDATED
SHAREHOLDERS LITIGATION C.A. NO. 17932-NC
------------------------------------------------------x
AMENDED AND CONSOLIDATED CLASS ACTION COMPLAINT
Plaintiffs allege the following upon information and belief, except as to the allegations
paragraph 7, which allegations are based upon personal knowledge:
NATURE OF THE ACTION
1. This is a shareholder class action on behalf of plaintiffs and all stockholders
Seagate Technology, Inc. ("Seagate" or the "Company") as of March 29,2000, other than the
individual defendants named herein and their affiliates (the "Class"), arising out of a proposed
acquisition of all of the stock and assets of Seagate (the "Proposed Buyout").
2. On March 29, 2000, Seagate, Veritas Software Corporation ("Veritas") and an
investor group led by Silver Lake Partners, L.P. ("Silver Lake") that includes Seagate
management and Texas Pacific Group, issued a press release announcing a transaction whereby
Seagate would be merged into Veritas. Immediately prior to this merger, a new company formed
by an investor group led by Silver Lake will purchase all of Seagate's operating businesses for
approximately $2 billion in cash. Each share of Seagate common stock would be converted into
approximately 0.467 Veritas shares ("Exchange Ratio") and approximately $5 in cash, based on
certain assumptions. The transaction has no collar, i.e. no mechanism to adjust the Exchange
Ratio for changes in the market price of Veritas stock.
3. As a result of this transaction, Seagate's stockholders, who currently (through
Seagate) own over 12X million shares of Veritas, plus Seagate's valuable hard disk drive
SNIPPETS:
|
|
7
.
CLASS ACTION COMPLAINT
|
EXTRACTED KEY WORDS
SEAGATE PLAINTIFF MEMBERS INDIVIDUAL DEFENDANTS COMMON STOCK SHARES VERITAS STOCKHOLDERS CONTROL LAWS OUTSTANDING COMMON STOCK BREACH DIRECTORS TRANSACTION DELAWARE DUTIES BUSINESSES EXPENSE RELIEF DAMAGES PLAN ASSETS PROPOSED ACQUISITION PURCHASE UNFAIR COURT CHANCERY FIDUCIARY DUTIES SUCCESS |
iI
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
Andrea Brown,
Plaintiff,
i .-
I'
-against- - I
:
CLASS ACTION C&PLAINT
Seagate Technology, Stephen J. Luczo, :
Gary B. Filler, Kenneth E. Haughton, "s
Robert A. Kleist, Lawrence Perlman, CI)
Thomas P. Stafford, Lawrence L. . .
Wilkening and Veritas Software, _ ..L
- , -
Defendants.
----------------------------------------x
Plaintiff, by her. attorneys, for her complaint against
defendants, alleges upon information and belief, except for
paragraphs 1 and 2 hereof, which are alleged upon knowledge, as
follows :
1. Plaintiff brings this action pursuant to Rule 23 of the
Rules of the Court of Chancery on her behalf and as a class action
on behalf of all persons, other than the defendants and those in
privity with them, who own common stock of Seagate Technology
(llSeagatell or the l'Companyl') .
2. Plaintiff is, and has been at all relevant times, the
owner of the common stock of Seagate.
3. Defendant Seagate is a corporation duly organized and
SNIPPETS:
|
|
8
.
AMENDED COMPLAINT
|
EXTRACTED KEY WORDS
PLAINTIFF DEFENDANTS MEMBERS MANAGEMENT COMMON STOCK SHAREHOLDERS SHARES CASH INVESTMENT BUSINESS TRANSACTION MARKET VERITAS PUBLIC STOCKHOLDERS COURT LUCZO DIRECTORS FIDUCIARIES BUY-OUT GROUP OPERATING RELIEF LAW LEADERSHIP EFFICIENCY PRO FORMA AWARDING VERITAS SOFTWARE CORPORATION ACT PRICE |
,:-`;! 1:.
"L, .' in i<~;. ,;
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
ANDREA BROWN,
Plaintiff,
1
V. CIVIL ACTION NO. 17932 NC
;
STEPHEN J. LUCZO, GARY B.
FILLER, KENNETH E. HAUGHTON, ;
ROBERT A. KLEIST, LAWRENCE
PERLMAN, THOMAS P. STAFFORD, - ,
i `~ ; : :
LAUREL L. WILKENING, and SEAGATE ) i`_
TECHNOLOGY, INC., c3
1 --1
Defendants.
AMENDED COMPLAINT
Plaintiff alleges, upon information and belief, except as to allegations pertaining to
herself, which are alleged upon personal knowledge, as follows:
PARTIES
1. Plaintiff owns and owned, at all times relevant hereto, shares of Seagate
Technology, Inc. ("Seagate" or the "Company") common stock.
2. Seagate is a Delaware corporation with its principal executive offices located at
920 Disc Drive, Scotts Valley, California 95066. Seagate designs, manufactures and markets
products for storage, retrieval, and management of data on computer and data communications
systems.
3. Defendant Stephen .I. Luczo ("Luczo") is President, Chief Executive Officer and
SNIPPETS:
|
|
|
| | | |
|
|
