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1
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ORDER AND FINAL JUDGMENT
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EXTRACTED KEY WORDS
SETTLEMENT LAW REPRESENTATIVES PARTIES MEMBERS ATTORNEYS AMENDMENT CHANCERY RULE PLAINTIFFS DEFENDANTS RELEASING ADMINISTRATORS COUNSEL DIRECTORS FEES EXPENSES ACCORDANCE SCHEDULING ORDER PURSUANT ADEQUATE MATTER STIPULATION PROVISIONS COMMON PROPOSED SETTLEMENT MANNER COMPLIANCE PROSECUTION ADJUDICATIONS |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
MILTON APPLEBAUM and ROSLYN
APPLEBAUM,
Plaintiffs, 1>
V . > C.A. No. 17199
>
NETEGRITY, INC., a Delaware Corporation, )
BARRY N. BYCOFF, STEPHEN L. WATSON, )
RALPH B. WAGNER, MICHAEL L. MARK, )
ERIC R. GILER and JAMES P. McNIEL, >
Defendants. >
ORDER AND FINAL JUDGMENT
A hearing having been held before this Court (the "Court") on -:i-$,
${$-f* 1999, pwsumt
1 _..-
to the Court's Order of .i `c; : *I h
* /`I A, 1999 (the "Scheduling Order"), upon a Stipulation
:`> _
Settlement, filed on August -zi 1999 (the "Stipulation"), of the above-captioned action (the
"Action"), which is incorporated herein by reference; it appearing that due notice of said hearing
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; 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
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;
the entire matter of the proposed Settlement having been heard and considered by the Court;
RLFI-2038751-2
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2
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PLAINTIFFS BRIEF IN SUPPORT OF THE PROPOSED SETTLEMENT AND PLAINTIFFS COUNSELS PETITION FOR AWARD OF ATTORNEYS FEES
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EXTRACTED KEY WORDS
SUSMAN CASTLE COUNTY NETEGRITY DELAWARE CORPORATION MARK GILER JAMES SUPPORT SETTLEMENT PETITION AWARD ATTORNEYS FEES EXPENSES COUNSEL WATKINS ARTHUR FIRST NATIONAI PLAZA SUITE CHICAGO ILLINOIS |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE i-:J$?'
IN AND FOR NEW CASTLE COUNTY
MILTON APPLEBAUM and ROSLYN >
APPLEBAUM, >
Plaintiffs, >
V . >) C.A. No. 17199-NC
NETEGRITY, INC., a Delaware Corporation, )
BARRY N. BYCOFF, STEPHEN L. >
WATSON, RALPH B. WAGNER, MICHAEL ) . .
L. MARK,, ERIC R. GILER and JAMES P. )
McNIEL > . .i
:- .-,
Defendants. J- -,.)
PLAINTIFFS' BRIEF IN SUPPORT OF (1) THE PROPOSED
SETTLEMENT AND (2) PLAINTIFFS' COUNSEL'S PETITION
FOR AN AWARD OF ATTORNEYS' FEES AND EXPENSES
PRICKET, JONES & ELLIOTT
Ronald A. Brown, Jr.
1310 King Street
Wilmington, Delaware 19801
(302) 888-6500
Attorneys for Plaintiffs
OF COUNSEL:
SUSMAN & WATKINS
Arthur T. Susman
Two First NationaI Plaza
Suite 600
Chicago, Illinois 60603
(312) 346-3466
Dated: September 21, 1999
16709.1\98338vl
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3
.
INC. COMPLAINT
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EXTRACTED KEY WORDS
VOTE SHARES AMENDMENT COMMON OUTSTANDING AUTHORIZATION CERTIFICATE MAJORITY STOCKHOLDERS NETEGRITY PURPORTING DEFENDANTS PLAINTIFFS VIOLATIONS MEETING DELAWARE PROXY STATEMENT VOTING HOLDERS REPRESENTATIVES COURT VOID PREFERRED STOCK SEPARATE CLASS VOTE AFFIRMATIVE VOTE DISCLOSURE EFFECTUATE ABSOLUTE MAJORITY VOTE STATE PURPORTING ACCORDING |
COURT OF CHANCERY OF THE
IN AND FOR NEW CASTLE COUNTY
MILTON APPLEBAUM and ROSLYN >
APPLEBAUM, >
Plaintiffs, >
V.
; (-jA. No. ) 3.. ) "19 &i$- i
, ,-;
.:- ' ,..
NETEGRITY, INC., a Delaware Corporation, ) i ;
.,,' ,I
BARRY N. BYCOFF, STEPHEN L. WATSON, ) `1
1,.
RALPH B. WAGNER, MICHAEL L. MARK, ) .- .I.
ERIC R. GILER and JAMES P. McNIEL ) - `: <
l-f!: -7;'
--c.
1 - ..t -`*
7.8 :
Defendants. > (/)i , c&-J
5: : i'-: :
> - 2:),n, .;
-< Cd
COMPLAINT
I. INTRODUCTION AND SUMMARY OF CLAIMS
1. This is an individual and class action by and on behalf of common
stockholders of Netegrity, Inc. ("Netegrity" or the "Company"), a computer software
company, seeking injunctive, declaratory and other relief to remedy two interrelated
and fundamental violations of the rights of the common stockholders of Netegrity.
2. First, as explained in detail below, the defendants violated 8 Del. C.
$242(b)(2) in connection with an amendment to Netegrity's Restated Certificate of
Incorporation (the "Certificate") purportedly effectuated on May 11, 1999 (the
"Amendment"). Second, a large amount of the preferred stock of Netegrity that is
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