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1
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PLAINTIFFS PRE-TRIAL BRIEF
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EXTRACTED KEY WORDS
LIGHTNETWORKS HATLEY STOCKHOLDERS ASSET PURCHASE AGREEMENT DISCLOSURE VOTE SALE DELAWARE CONNECTION COURT INVESTIGATING DEL FACTS TRANSACTION WRONGDOING MISMANAGEMENT PLAINTIFF COMPANY FUNDS COMMON STOCK DEMAND LETTER PROCEEDING INSPECTION DIRECTORS PROPER PURPOSE PARTNERSHIP COMMUNICATIONS FINANCING FIDUCIARY DUTY CONTRACTS |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
THE HATLEY FAMILY LIMITED
PARTNERSHIP,
a Georgia Li:mited Partnership,
; C.A. No. 18632 NC
Plaintiff,
i
V.
;
LIGHTNETWORKS, INC.,
a Delaware Corporation, i
Defendant.
: i
1
PLAINTIFF'S PRE-TRIAL BRIEF ~,
Robert J. Steam, Jr.
Brock E. Czeschin
Richards, Layton & Finger
One Rodney Square
P.O. Box 551
Wilmington, DE 191399
(302) 658-6541
Attorneys for Plaintiff The Hatley Family
Limited Partnership
Dated: April 2,200l
RLFl-2277263-1
SNIPPETS:
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2
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DEFENDANTS PRE-TRIAL BRIEF
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EXTRACTED KEY WORDS
LIGHTNETWORKS PLAINTIFF COURT DEMAND LETTER STOCKHOLDERS ASSETS PROCEEDING AGREEMENT INSPECTION PURPOSE MISMANAGEMENT DELAWARE DEFENDANT DIRECTORS TRANSACTION LIMITED PARTNERSHIP MARKET GEORGIA LIMITED PARTNERSHIP MANAGEMENT COMMON STOCKHOLDERS ASSET PURCHASE BUSINESS PLAN BILL HATLEY PLACEMENT MEMORANDUM WILMINGTON JEFFREY SMOCK COMMUNICATE SUBSCRIPTION PRICE PRIVATE PLACEMENT |
ORIGINAL
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
I
IN AND FOR NEW CASTLE COUNTY
THE HATLEY FAMILY LIMITED PARTNERSHIP, )
a Georgia Limited Partnership,
;
Plaintiff, 1
V. C.A. X.0.18632 NC
LIGHTNETWORKS, INC.,
a Delaware Corporation,
Defendant.
DEFENDANT'S PRE-TRIAL BRIEF
Henry E. Gallagher, Jr. (I.D. #495)
Connolly Bove Lodge & Hutz LLP
1220 Market Street
P.O. Box 2207
Wilmington, DE 19899
Telephone: (302) 658-9141
Facsimile: (302) 656-9072
Attorneys for Defendant
Dated: April 2,200l
TABLE OF AUTHORITIES
NATURE AND STAGE OF THE PROCEEDINGS
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3
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ANSWER
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EXTRACTED KEY WORDS
COMPLAINT PLAINTIFF COMMON STOCK EXHIBIT DOCUMENTS SPEAK SHARES DEFENDANT DEMAND FAMILY LIMITED PARTNERSHIP STOCKHOLDERS PREFERRED STOCK CAMP REQUESTS BOOKS DIRECTORS RELIEF INSPECTION DELAWARE CORPORATION SMOCK AGREEMENT INTER ALIA ALLEGATIONS PARAGRAPH PAID PREDECESSOR CORPORATION ROBERT RANDALL ASSETS |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
THE HATLEY FAMILY LIMITED PARTNERSHIP, )
a Georgia Limited Partnership, 1)
Plaintiff,
V.
LIGHTNETWORKS, INC.,
a Delaware Corporation,
Defendant.
ANSWER
For its answer to the Complaint under 8 De1.C. 3 220 ("Complaint") tiled by the plaintiff,
The Hatley Family Limited Partnership, on January 23,2001, the defendant, LightNetworks, Inc.
("defendant" or "LightNetworks"), answers as follows:
1. Admitted, except that it is denied that the plaintiff is entitled to the relief
the Complaint.
2. Defendant is without knowledge or information sufficient to form a belief as to
the truth of the allegations of paragraph 2 of the Complaint, except that defendant admits that,
according to its records, The Hatley Family Limited Partnership is the owner of record of 12
million shares of LightNetworks common stock, and it paid approximately $1 million for 12
million shares of common stock of LightNetworks' predecessor corporation.
3. Admitted.
4. Denied, except that it is admitted that, in or about September 1999,
LightNetworks' predecessor corporation issued 12 million shares of common stock to Jeffrey D.
Smock, who served as the corporation's President and CEO, and issued 12 million shares of its
common stock to The Hatley Family Limited Partnership for consideration of approximately $1
SNIPPETS:
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4
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COMPLAINT
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EXTRACTED KEY WORDS
LIGHTNETWORKS AGREEMENT ASSET PURCHASE DEMAND DEMAND LETTER STOCKHOLDERS STOCK SHARES DISCLOSURE TRANSACTION COMMON MERGER FINANCING EXHIBIT DIRECTORS SMOCK HERETO CAMP REQUEST OFTHE COMPANY CASH PREFERRED STOCK MANAGEMENT CONTRACTS DELAWARE LIMITED PARTNERSHIP PURSUANT SALE PARTIES |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
THE HATLEY FAMILY LIMITED
PARTNERSHIP,
a Georgia Limited Partnership,
1 Civil Action No. ) 8bsa' c
Plaintiff,
t
V.
t
LIGHTNETWORKS, INC.,
a Delaware Corporation, ;
Defendant. 5
COMPLAINT
PlaintiffThe Hatley Family Limited Partnership ("Hatley L.P."), upon knowled;e az itself
and upon information and belief as to all other matters, by and through its undersigned attorneys,
alleges for its complaint as follows:
Nature off the Action
1. This is an action brought pursuant to Section 220 of the Delaware General
Corporation Law, 8 Del. C. 9 220 ("Section 220'7, to compel defendant LightNetworks, Inc.
("LightNetworks" or the "Company") to make available for inspection and copying by plaintiff
Hatley L.P. a list of the stockholders OfLightNetworks and other books and records ofthe Company,
as more fully described herein.
The Parties
2. PlaintiffHatley L.P. is a Georgia limited partnership. Hatley L.P. is the record
of 12 million shares of common stock of LightNetworks, for which Hatley L.P. paid $1 million.
Hatley L.P. has been the record owner of such shares at all times relevant to this action.
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