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1
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ORDER AND FINAL JUDGMENT
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EXTRACTED KEY WORDS
SETTLEMENT PARTIES MEMBERS RELEASING REPRESENTATIVES DEFENDANTS STIPULATION LAW CHANCERY COURT RULES PURSUANT SCHEDULING ORDER PLAINTIFF ACCORDANCE MATTER PROVISIONS FACTS COUNSEL TRANSACTIONS EXECUTORS RIGHTS ASSERTING COMPLAINT AFFECTING ADEQUATE HEREBY INDIVIDUAL MEMBERS ATTORNEYS MANNER PROSECUTION |
IN THE COURT CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY JY
----------------------------------- X
CRANDON CAPITAL PARTNERS, :
Individually :
And On Behalf of All Others :
Similarly Situated, ::
Plaintiff, :i:
V. : Civil Action No. 16360-NC
i:
GEORGE N. FISHMAN, WILLIAM H. :
SMITH, DONALD L. OLESEN, WERNER :
H. JEAN, H. SEAN MATHIS, SEYMOUR :
LESLIE, JOHN A. MORGAN, EUGENE A. :
GARGARO, JR., and ALLIED DIGITAL :
TECHNOLOGIES CORPORATION, ::
Defendants.
----------------------------------- K
ORDER AND FINAL JUDGMENT :: L;* ;: ;.;-3
ci', L. .I
:;`: 1-s ! a
A hearing having been held before this Court (the Il6&t?)
June 3, 1999, pursuant to the Court's Order of April 9, 1999 (the
"Scheduling Order"), upon a Stipulation of Settlement, filed on
March 18, 1999, (the "Stipulation"), of the above-captioned action
(the "Action"), which Scheduling Order and Stipulation are each
incorporated herein by reference; it appearing that due notice of
said hearing has been given in accordance with the aforesaid
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 (as defined in the
Stipulation); the attorneys for the respective parties having been
heard; an opportunity to be heard having been given to all other
persons requesting to be heard in accordance with the requirements
of the Scheduling Order; the Court having determined that notice to
the Class (as defined below) preliminarily certified, 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 day
of June, 1999, that:
1. The form and manner of notice given to the members of the
Class are hereby determined to have been the best notice
practicable under the circumstances and to have been given in full
compliance with the requirements of due process and of Court of
Chancery Rule 23.
SNIPPETS:
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2
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STIPULATION OF SETTLEMENT
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EXTRACTED KEY WORDS
STIPULATION PARTIES COURT PLAINTIFF MEMBERS TRANSACTION COMPLAINT CHANCERY STOCKHOLDERS DEFENDANTS PROXY STATEMENT DIGITAL PUBLIC SHAREHOLDERS DIRECTORS DUTY SHARES AMENDED PROXY STATEMENT ATTORNEYS REPRESENTATIVES EXPENSES PARTIES HERETO SETTLED CLAIMS FINANCIAL ADVISOR RELEASING PARTIES DELAWARE CRANDON CAPITAL PARTNERS DIGITAL TECHNOLOGIES CORPORATION FULLY DISCLOSE PROPOSED MERGER EXPRESSLY DENY |
,,'
//
IN THE COURT CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY _
f
----------------------------------- X
CRANDON CAPITAL PARTNERS, :
Individually :
And On Behalf of All Others :
Similarly Situated, ::
Plaintiff, :::
V . : Civil Action No. 16360-NC
::
GEORGE N. FISHMAN, WILLIAM H. :
SMITH, DONALD L. OLESEN, WERNER :
H. JEAN, H. SEAN MATHIS, SEYMOUR :
LESLIE, JOHN A. MORGAN, EUGENE A. :
GARGARO, JR., and ALLIED DIGITAL :
TECHNOLOGIES CORPORATION, ::
Defendants. :
----------------------------------- X
STIPULATION OF SETTLEMENT
The parties to the above-captioned action, by and through
their respective attorneys, have entered into the following
Stipulation of Settlement (the "Stipulation") subject to the
approval of the Court of Chancery (the "Court"):
WHEREAS,
A. Plaintiff Crandon Capital Partners, an Allied
Digital Technologies Corporation ("Allied Digital") shareholder,
filed a complaint as captioned above (the "Action") alleging that
Allied Digital and its Board of Directors had breached certain
fiduciary duties owed to the Allied Digital public shareholders,
including the duty to maximize the value of the Company's shares in
a change of control transaction and fully disclose the terms,
conditions and circumstances of a proposed merger in which each
share of Allied Digital held by persons other than 399 Venture
Partners Inc., members of Allied Digital's management who elect to
retain shares of Allied Digital (which shares would be converted
into shares of the corporation surviving the merger), and
stockholders who exercise appraisal rights, would be converted
SNIPPETS:
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3
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CLASS ACTION COMPLAINT
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EXTRACTED KEY WORDS
DEFENDANTS INVESTOR GROUP MEMBERS TRANSACTION SHARES BREACH RELEVANT TIMES STOCK RELIEF FIDUCIARY DUTIES COMMON STOCK LAW STOCKHOLDERS HERETO COURT CONTROLS OUTSTANDING PROPOSED TRANSACTION DAMAGES COUNSEL EXPANSION INJUNCTIVE RELIEF ENJOIN MANAGEMENT DUPLICATION VIDEOCASSETTE EXECUTIVE OFFICES YORK MARKET |
I_ r
i
i
IN THE COURT CHANCERY OF THE STATE OF DELAWARE
I IN AND FOR NEW CASTLE COUNTY
------------------------------------------------------------- X
CRANDON CAPITAL PARTNERS,
Individually
And On Behalf of All Others
Similarly Situated,
Plaintiff,
- against -
GEORGE N. FISHMAN, WILLIAM H. j
SMITH, DONALD L. OLESEN, WERNER )
H. JEAN, H. SEAN MATHIS, SEYMOUR )
LESLIE, JOHN A. MORGAN, EUGENE A. )
GARGARO, JR., and ALLIED DIGITAL 1
TECHNOLOGIES CORPORATION,
;
Defendants.
CLASS ACTION COMPLAINT
Plaintiff, by its attorneys, alleges upon personal knowledge as to its own
acts and upon information and belief as to all other matters, as follows:
SNIPPETS:
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