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1
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RESPONSE OF SSK GAME ENTERPRISES TO AMENDED PETION FOR DISCONTINUANCE
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EXTRACTED KEY WORDS
ALLEGATIONS PARAGRAPH PETITION ADMITS SSK DENIES INFORMATION SUFFICIENT TRUTH DELAWARE CORPORATION LAW ROY JOHNSON CLAPPER RELIEF ESQUIRE COURT AMENDED PETITION DISCONTINUANCE PURSUANT PURPOSES STOCK SECOND SENTENCES DISSOLUTION CORPORATIONS CODE WILMINGTON BOUCHARD COUNSEL HEREBY OPERATING GAMING SEEKING DGE |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
>
IN RE: SSK GAME ENTERPRISES, INC. ) C.A. No. 18437 --
>
RESPONSE OF SSK GAME ENTERPRISES, INC. :
TO AMENDED PETITION FOR DISCONTINUANCE PURSUANT TO
SECTION 273 OF THE DELAWARE GENERAL CORPORATION LAW:
:
SSK Game Enterprises, Inc. (`XX"), by its undersigned counsel, hereby responds
to the Amended Petition for Discontinuance Pursuant to Section 273 of the Delaware General
Corporation Law (the "Amended Petition") as follows:
1. SSK is without knowledge or information sufficient to form a belief as to the
of the allegations in paragraph 1, except admitted that RC is a corporation incorporated under the
laws of the State of Delaware, and admitted for purposes of this litigation only that RC owns of
record 500 shares of common stock of SSK, representing 50% of the issued and outstanding stock
of the Corporation.
2. Admitted.
3. SSK is without knowledge or information sufficient to form a belief as to the
of the allegations in paragraph 3.
4. Admitted.
5. Admitted.
6. SSK is without knowledge or information sufficient to form a belief as to the
of the allegations in paragraph 6.
RLFl-2298020-l
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2
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RESPONSE OF INTERVENOR-RESPONDENT JOHNSON TO AMENDED PETITION FOR DISCONTINUANCE
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EXTRACTED KEY WORDS
ALLEGATIONS PARAGRAPH ADMITS SSK JOHNSON DENIES PETITION INFORMATION SUFFICIENT TRUTH ROY JOHNSON CLAPPER FIRST SENTENCE AGREEMENT GENERAL CORPORATION LAW CORPORATION LAW OPERATING GAMING DISSOLUTION CORPORATIONS CODE RELIEF RESPONSE AMENDED PETITION DISCONTINUANCE PURSUANT COUNSEL STOCK RONALD CLAPPER STOCKHOLDER SECOND SENTENCE PROFITS RON CLAPPER |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY : `:?
>
IN RF: SSK GAME ENTERPRISES, INC. ) CA. N o . 1 8 4 3 7
>
RESPONSE OF INTERVENOR-RESPONDENT ROY JOHNSON
TO AMENDED PETITION FOR DISCONTINUANCE PURSUANT TO
SECTION 273 OF THE DELAWARE GENERAL CORPORATION LAW
Intervenor-respondent Roy Johnson, by his undersigned counsel, hereby responds
to the Amended Petition for Discontinuance Pursuant to Section 273 of the Delaware General
Corporation Law (the "Amended Petition") as follows:
1. Johnson is without knowledge or information sufficient to form a belief as to the
truth of the allegations in paragraph 1.
2. Johnson is without knowledge or information sufficient to form a belief as to the
truth of the allegations in paragraph 2.
3. Johnson is without knowledge or information sufficient to form a belief as to the
truth of the allegations in paragraph 3, except admitted that Johnson has a beneficial interest in
500 shares of stock of SSK.
4. Admitted.
5. Johnson is without knowledge or information sufficient to form a belief as to the
truth of the allegations in paragraph 5, except admitted that SSK is engaged in the business of
manufacturing and operating gaming machines used in redemption gaming and tribal casinos
operated on Indian lands.
6. Denied, except admitted that on or about December 16, 1993, Roy Johnson and
Ronald Clapper signed a written agreement to implement an earlier oral agreement, which
entitled Johnson to 50% of the profits generated by SSK. By way of further response, both Roy
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3
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ANSWERING BRIEF OF PETITIONER IN OPPOSITION TO RESPONDENTS MOTION TO DISMISS
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EXTRACTED KEY WORDS
ROY JOHNSON MOTION DISMISS FACTS RON CLAPPER PETITION COURT PETITIONER STOCKHOLDERS DEL STOCK JOINT VENTURE RESPONDENTS RECORD OWNERSHIP SHARES SSK GAME ENTERPRISES DISSOLUTION ALLEGATIONS CALIFORNIA SUPERIOR COURT OPPOSITION WHITNEY LLP PROVISIONS AGREEMENT PETITION ALLEGES GENERAL CORPORATION LAW EQUITABLE OWNERSHIP DORSEY DELAWARE CORPORATION OUTSTANDING |
I.
`.,, >,i ~
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE `9
/
IN AND FOR NEW CASTLE COUNTY 2
,.d
IN RE: SSK GAME ENTERPRISES, INC.
) Civil Action No.: 18437-NC
ANSWERING BRIEF OF PETITIONER IN OPPOSITION TO
RESPONDENT'S MOTION TO DISMISS
Michael D. Goldman
James F. Burnett
Stephen C. Norman
POTTER ANDERSON & CORROON LLP
Hercules Plaza, Sixth Floor
13 13 North Market Street
Post Office Box 95 1
Wilmington, Delaware 19899-095 1
Attorneys for Petitioner
OF COUNSEL:
Lawrence D. Pringle, Esq.
DORSEY & WHITNEY LLP
250 Park Avenue
New York, New York 10177
Dated: March 5, 2001
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4
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OPENING BRIEF OF SSK AND R. JOHNSON IN SUPPORT OF MOTION TO DISMISS
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EXTRACTED KEY WORDS
JOHNSON PETITION ROY JOHNSON CLAPPER MOTION FACTS STOCKHOLDERS DEL PARTIES DISMISS RELIEF COMMON STOCK COURT PET SUPPORT SSK GAME ENTERPRISES PETITION FAILS JOINT VENTURE DISCONTINUING SSK RON CLAPPER ADVERSE PARTIES LEGALLY COGNIZABLE CLAIM COGNIZABLE CLAIM PETITIONER DESIRABILITY DELAWARE PURPOSES ALLEGATIONS OUTSTANDING STOCK |
IN THE COURT OF CHANCERY OF TH&+$A~OF;D@$~ARE ,. iLW
IN RE: SSK GAME ENTERPRISES, INC. CA. No. 18437-NC
1
OPENING BRIEF OF SSK GAME ENTERPRISES, INC.
AND ROY JOHNSON IN SUPPORT OF SSK'S MOTION TO DISMISS
Samuel A. Nolen
James Tobia
Richards, Layton & Finger
One Rodney Square
P.O. Box 551
Wilmington, DE 19899
(302) 658-6541
Attorneys for SSK Game Enterprises, Inc.
Andre G. Bouchard
Joel E. Friedlander
Bouchard, Margules & Friedlander
222 Delaware Avenue
Suite 1102
Wilmington, DE 19801
(302) 573-3502
Attorneys for Roy Johnson
Dated: February 23,200l
TABLE OF CONTENTS
TABLE OF AUTHORITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ii
NATURE AND STAGE OF PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
STATEMENT OF FACTS . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . .
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5
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MOTION TO INTERVENE
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EXTRACTED KEY WORDS
CLAPPER COURT ROY COMMON STOCK ROY JOHNSON SHARES PETITION DELAWARE INTERVENE DISCONTINUE SSK CHANCERY PURSUANT RESPONDENT MOTION STOCKHOLDERS DISAGREEMENT BUSINESS LITIGATION WILMINGTON HEREBY HOLDER MEMBERS DIRECTORS OWNER CALIFORNIA IRREVOCABLE PROXY NET PROFITS PRIOR RESIGNATION |
ORIGINAL
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY -*
_Ir,
yzc-. .
x-i;.
3: _
;;a :
i::
IN RE: SSK GAME ENTERPRISES, INC. : C i v i l ActionNo. 184379C
.
__.I--,
`%
___ I
-3:.
fJ>c.
:`;c.:
MOTION TO INTERVENE AS RESPONDENT
Pursuant to Court of Chancery Rule 24, Roy Johnson ("Roy Johnson"), by and
through his undersigned attorneys, hereby moves to intervene as a respondent in this action in
order to join in the Motion to Dismiss filed by SSK Enterprises, Inc. ("SSK" or the "Company"),
a copy of which is attached hereto as Exhibit A. The grounds for this motion, as set forth more
fully below, are that Johnson has important, distinct interests in the subject matter of this action
Factual Background
1. This is an action pursuant to Section 273 of the Delaware General
Corporation Law seeking to discontinue SSK on the grounds that the Company has only two
stockholders, each of which owns 50% of SSK's stock, who are engaged in the prosecution of a
joint venture and are unable to agree upon the desirability of discontinuing the joint venture.
2. The authorized capital of SSK consists of 1,000 shares of common stock,
all of which are issued and outstanding
3. According to the Petition in this action, petitioner, RC Liquidating Corp.
("RC"), is the owner of record of 500 shares of SSK common stock and respondent Ronald C.
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6
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PETITION FOR DISCONTINUANCE OF CORPORATION
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EXTRACTED KEY WORDS
ROY JOHNSON COURT PETITION PLAN DELAWARE STOCK ASSETS VENTURE DISSOLUTION SSK GAME SHARES DISCONTINUANCE CHANCERY GAME ENTERPRISES DIRECTORS APPOINTMENT CASTLE COUNTY STOCKHOLDERS AGREEMENT PROVISIONA AUCTION COMMON STOCK OPERATING ACCORDANCE PURSUANT DISPOSING JOINT VENTURE EXHIBIT DISTRIBUTION |
IN THE COURT OF CHANCERY OFF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
IN RE: SSK GAME ENTERPRISES, INC.
) Civil Action No.: @q 37 -NC
-A
PETITION FOR DISCONTINUANCE ;:`,,
OF CORPORATION PURSUANT TO ; ~.
SEXTION 273 OF THE DELAWARE
GENERAL CORPOlRATION LAW :.~
-i
1. Petitioner RC Liquidating Corp. ("RC"), a corporation iticbrporat@+nder
`ic
laws of the State of Delaware,, owns of record and beneficially 500 shares of common stock of SSK
Game Enterprises, Inc., a Dekzware corporation (the "Corporation"), representing 50% of the issued
and outstanding stock of the Corporation.
2. Respondent Ronald C. Clapper ("Ron Clapper"), owns of record 500 shares
of common stock of the Corporation, representing 50% of the issued and outstanding stock of the
3. The Corporation has no other stockholders. The directors of the corporation
are Roy Johnson and Theodore Johnsen.
4. The Corporation was initially formed on June 28,1993 by Ron Clapper and
is engaged in the business of manufacturing and operating gaming machines used in redemption
gaming and in tribal casinos operated on Indian lands. Ron Clapper owned 100% of the issued and
outstanding stock of the Corporation and was appointed as director in the certificate of
5. On January 1, 1996 Ron Clapper and Roy Johnson entered into an agreement
whereby (a) Ron Clapper granted Roy Johnson an option (the "Option") to buy 500 shares of
common stock out of the 1,000 shares originally owned by Ron Clapper in the Corporation, the
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