IN THE CHANCERY COURT OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
MARILYN KALABSA,
Plaintiff.
CA. No. 1 8 3, `? AC'
V.
DIGEX, INC., DAVID C. RUBERG, MARK K.
SHUL,L, JOHN C. BAKER, PHILIP A.
CAMPBELL, GEORGE F. KNAPP, ROBERT M.
MANNING, AND INTERMEDIA
COMMUNICATIONS, INC.,
:
Defendants. 1
CLASS ACTION COMPLAINT
Plaintiff, for her complaint herein, alleges the following upon information and
except with respect to her ownership of Digex stock, which is alleged upon personal knowledge:
1. Plainti:ffis a holder of class A stock common stock of Digex, Incorporated ("Digex"),
a Delaware corporation with headquarters in Beltsville, MD. Digex is a leading provider of managed
hosting services for internet w'eb sites for businesses and for application service providers.
2. Digex has about 35 million shares of class A common stock issued and outstanding,
which are held by approximately 8,600 beneficial owners and which trade on NASDAQ. Holders
of class A common stock are entitled to one vote per share, voting together, in a single class, with
the class B common stock.
3. Defendant Intermedia, a telecommunications company, is a Delaware corporation
with headquarters in Tampa, Florida. Through its wholly owned subsidiary, it owns all 39,350,OOO
1
issued and outstanding shares of Digex' class B common stock. Because class B common stock has
SNIPPETS:
IN THE CHANCERY COURT OF THE STATE OF DELAWARE
except with respect to her ownership of Digex stock, which is alleged upon personal knowledge:
Plainti:ffis a holder of class A stock common stock of Digex, Incorporated,
Digex is a leading provider of managed
Digex has about 35 million shares of class A common stock issued and outstanding,
Defendant Intermedia, a telecommunications company, is a Delaware corporation
Digex has eight directors, six of whom are defendants in this action:
Plaintiff brings this action on her own behalf and as a class action on behalf of all
Class A shareholders of Digex: who were injured by the acts complained of herein
The class is so numerous thatjoinder of all class members would be impracticable.
Digex appointed a special committee, consisting of directors Reich and Jalkut, to
sale of its controlling class B stock, all bids were also submitted to, and considered by,
in favor of a proposal submitted by Worldcom,
in a transaction valued at about $6 billion in stock and assumption of debt.
Worldcom's offer did, however, require that the Digex board approve the transaction,
corporation shall not engage in any business combination with any
such stockholder became an interested stockholder,
recommendation of tbe special committee and by approving a transaction that benefitted only
Worldcom proposal deprived Dligex' minority shareholders of any opportunity to obtain a
whereas other proposals on the table provided a premium for all of Digex'
Diger:' directors had a fiduciary duty of loyalty to reject the Worldcorn
That vote
at the expense of Digex' minority shareholders.
or aided and abetted and conspired in these violations.
Awarding such declaratory, equitable or other relief as the Court deems just
and proper.
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