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1
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ANSWER
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EXTRACTED KEY WORDS
ALLEGATIONS PARAGRAPH REFERENCE COMMON STOCK PHYAMERICA RESPONSIVE PLEADING THEREOF COURT DEFENDANT DISTRICT RELIEF DISMISSING PHYAMERICA BYLAWS ACTION STYLED BOSCO LAW INFORMATION SUFFICIENT TRADING PRICE CERTIFICATE INCORPORATION DIRECTORS HEREBY ALLEGATIONS OFPARAGRAPH SCOTT PENDING UNITED STATES DISTRICT MIDDLE DISTRICT NORTH CAROLINA DEFENDANT LACKS KNOWLEDGE TRUTH |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
CHARLES R. BOSCO and
MICHAEL D. MCGEE,
Plaintiffs, ;
V. ; C.A.No. 18489 ?
PHYAMERICA PHYSICIAN GROUP, INC., ; 1
Defendant. ;
ANSWER
Defendant PhyAmerica Physician Group, Inc. ("PhyAmerica" or the "Company"), by its
undersigned attorneys, hereby responds to the Complaint as follows:
1. Defendant lacks knowledge or information sufficient to form a belief as to the
of the allegations of paragraph 1 of the Complaint, except that to the extent that the allegations
paragraph 1 state conclusions of law, no responsive pleading is required.
2. The allegations of paragraph 2 of the Complaint state conclusions of law as to
no responsive pleading is required.
3. Defendant lacks knowledge or information sufficient to form a belief as to the
of the allegations of paragraph 3 of the Complaint.
4. Defendant lacks knowledge or information sufficient to form a belief as to the
of the allegations of paragraph 4 of the Complaint.
5. The allegations of the first three sentences of paragraph 5 of the Complaint are
admitted. The allegations of the fourth sentence of paragraph 5 of the Complaint are denied, except
that it is admitted that the OTC Bulletin Board provides trading information concerning shares of
RLFl-2235007-I -l-
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2
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COMPLAINT
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EXTRACTED KEY WORDS
DIRECTORS ANNUAL MEETING PLAINTIFFS STOCKHOLDERS PHYAMERICA COURT BY-LAWS DEL STOCK ELECTION PURSUANT BUSINESS DEFENDANT COMPLAINT DELAWARE PRICES VIOLATION SHARES DESIGNATING SHAREHOLDERS LIEU ELECT DIRECTORS SUMMARILY ORDER PURPOSE VOTE FAILURE COMPEL COMMON STOCK FILING |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
CHARLES R. BOSCO and
MICHAEL D. MCGEE, i
Plaintiffs,
V.
PHYAMERICA PHYSICIANS GROUP, INC. j
Defendant.
COMPLA_i
Plaintiffs Charles R. 130~~0 and Michael D. McGee, by and through their undersigned
attorneys, as and for their Complaint, herein allege a.s follows:
Nature of Proceeding
1. This action arises out of the failure of defendant PhyAmerica Physician Group,
Inc. ("PhyAmerica" or the "Company"), a Delaware corporation, to hold an annual meeting since
the Company's last annual meeting on July 29, 1999 in violation of 8 Del. C. $2 11. This action
is also based on PhyAmerica"s; failure to maintain a lboard of nine directors serving staggered
three year terms with at least two of the directors being "independent" as mandated in the
Company's restated and amended by-laws ((`By-Laws"). Plaintiffs seek to compel the holding of
an annual meeting and compel the election of three new directors -- at least one of whom should
be an "independent" director as defined in the By-Lalws.
Jurisdicticm
2. This Court has+risdiction over this a.ction pursuant to IO Del. C. 9341 and 8
c_ $211.
The Part-J
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