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1
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ORDER AND FINAL JUDGMENT
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EXTRACTED KEY WORDS
SETTLEMENT PLAINTIFF GRC MEMBERS HEREBY DIRECTORS REPRESENTATIVES DEFENDANTS SCHEDULING ORDER STOCKHOLDERS CHANCERY STIPULATION PARTIES ATTORNEYS AGREEMENT PURSUANT DETERMINATION ADEQUATE COUNSEL LAW HOLDERS AFFILIATES RIGHTS DELAWARE MCNICHOLS JUDGEMENT SETTLEMENT HEARING THEREIN ACCORDANCE |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FO:R NEW CASTLE COUNTY
DAVID CORCORAN,
Plaintiff,
V.
GRC INTERNATIONAL, INC.
a Delaware Corporation,
Defendant.
DAVID CORCORAN,
Plaintiff,
V.
GARY L. DENMAN, JOSEPH R. ;
WRIGHT, JR., PETER A. COHEN, )
CHARLES H.P. DUELL, GERAL.D R. )
McNICHOLS, LESLIE B.
DISHAROON, H. FURLONG ;
BALDWIN, LEON E. SALOMON
and GRC INTERNATIONAL, INC., 1
Defendants.
ORDER AND FINAL JUDGMENT
The Stipulation and Agreement of Settlement, dated December 15, 1999 (the
"Stipulation"), of the above-captioned actions (the "Actions"), having been presented
at the Settlement Hearing on January 26, 2000, pursuant to the Scheduling Order
for Approval of Settlement of (Class and Derivative Actions entered herein on
January 6, 2000 (the "Scheduling Order"), which Stipulation was joined and
consented to on behalf of all parties to the Actions and which (along with the
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2
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ANSWER
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EXTRACTED KEY WORDS
DEFENDANTS GRC COURT RESPONSE PARAGRAPH RESPECTFULLY REFER CERTIFICATE DIRECTORS STOCKHOLDER ANNUAL MEETING ALLEGATIONS CHANCERY MCNICHOLS SALOMON COMPLAINT PLAINTIFF GRC BOARD RIGHTS PLAN PROXY MATERIALS AFFIRMATIVE DEFENSE PROPOSALS ELECTION CILLUFFO FURLONG BALDWIN ATTORNEYS AGREEMENT INCORPORATION STOCKHOLDER RESOLUTION THIRD SENTENCE |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY i ORIGINAL
DAVID CORCORAN, 1
Plaintiff, ; Civil Action No. 17490
1
V. )
1
GARY L. DENMAN, JOSEPH R. )
WRIGHT, JR., PETER A. COHEN, )
CHARLES H.P. DUELL, GERALD R. )
McNICHOLS, LESLIE B.
DISHAROON, H. FURLONG ;
BALDWIN, LEON E. SALOMON )
and GRC INTERNATIONAL, INC., )
)
Defendants. )
ANSWER
Defendants Gary L. Denman, Joseph R. Wright, Jr.,
Peter A. Cohen, Charles H.P. Duell, Gerald R. McNichols,
Leslie B. Disharoon, H. Furlong Baldwin, Leon E. Salomon
and GRC International, Inc. ("GRC"), by their undersigned
attorneys, respond to plaintiff's Verified Complaint as
follows:
To the extent responsive pleading is required,
Defendants deny each and every allegation in plaintiffs'
unnumbered introductory paragraph.
-l-
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3
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VERIFIED COMPLAINT
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EXTRACTED KEY WORDS
DIRECTORS STOCKHOLDERS ANNUAL MEETING DEFENDANTS PLAINTIFF INCUMBENT MCNICHOLS PROXY VOTING RIGHTS CLASSIFIED BOARD PLAN ELECT COMMON STOCK PROXY CONTEST DISENFRANCHISE PROPOSALS FAIR PROXY CONTEST FORESEEABLE FUTURE MANAGEMENT POISON PILL CUMULATIVE VOTING SHAREHOLDERS INTERFERE RESTATED CERTIFICATE APPOINTMENT DIRECTORSHIPS DECLASSIFICATION COMPOSITION |
-1c-l.J IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
DAVID CORCORAN,
Plaintiff,
V. Civil Action No.
/7?7
GARY L. DENMAN, JOSEPH R. :
WRIGHT, JR., PETER A. COHEN, :
CHARLES H.P. DUELL, GERALD R. :
McNICHOLS, LESLIE B.
DISHAROON, H. FURLONG
BALDWIN, LEON B. SALOMON ;
and GRC INTERNATIONAL, INC., :
Defendants.
VERIFIED COMPLAINT
Plaintiff, a holder of common stock of GRC International, Inc. ("GRC" or the
"Company"), brings this action to prevent consummation of a plan by the directors
of GRC to prevent a full and fair proxy contest, disenfranchise and interfere with
the voting rights of GRC's stockholders and entrench the incumbent board and
management through manipulation of GRC's corporate machinery. Through
repeated increases and decreases in the size of GRC's classified board of directors,
and other actions, the defendant directors have for the foreseeable future precluded
the GRC stockholders from electing a board of directors not controlled by the
incumbent directors. The GRC board has purported to reduce the number of
directors the stockholders will be permitted to elect at GRC's 1999 annual meeting
of stockholders scheduled for November 15, 1999 (the "Annual Meeting"). GRC's
directors have also sought to prevent a full and fair vote of stockholders at the
Annual Meeting through coercive, misleading and incomplete disclosures.
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