IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
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DAVID REYNOLDSON,
Plaintiff,
-against- : Civil Action No. '
T 7
r! ;
INTERMEDIA COMMUNICATIONS f; ,;
INC., DAVID C. RUBERG, PHILIP
A. CAMPBELL, JOHN C. BAKER, b-., .r3
GEORGE F. KNAPP, JACK E. : -2
REICH, MARK K. SHULL, ROBERT / -`-
M. MANNING, RICHARD A. . .
JALKUT, DIGEX, INC. and : //
-.- _ a
WORLDCOM, INC. A: c.3
Defendants.
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CLASS ACTION COMPLAINT
Plaintiff, by his attorneys, alleges upon information and
belief, except as to paragraph 1 which plaintiff alleges upon
knowledge, as follows:
1. Plaintiff David Reynoldson is a shareholder of
defendant Digex, Inc. ("Digex").
2. Defendant Digex is a Delaware corporation with
principal executive offices located at One Digex Plaza, Beltsville,
Maryland 20705. Digex provides website hosting services to
business and organizations implementing complex, interactive
websites and web-based applications.
3. Defendant Intermedia Communications Inc.
SNIPPETS:
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
DAVID REYNOLDSON,
Defendants.
Plaintiff, by his attorneys, alleges upon information and
defendant Digex, Inc..
principal executive offices located at One Digex Plaza, Beltsville,
principal executive offices located at One Intermedia Way, Tampa,
Intermedia owns approximately 62.0% of Digex's outstanding shares
and controls approximately 94.2% of the voting interest in Digex.
Board of Directors.
plaintiff and the other public shareholders of Digex and owe to
Chancery, on behalf of all common shareholders of Digex, or their
members is impracticable.
inconsistent or varying adjudications with respect to individual
Intermedia's stock and the upswing in the market price of Digex
representing a significant premium for Digex stock,
jointly announced that the Boards of Intermedia, WorldCorn and Digex
had each approved a definitive merger agreement whereby WorldCorn
acting through and/or with the support
faith toward plaintiff and the other members of the Class.
defendants have breached and are breaching their fiduciary duties
Plaintiff has no adequate remedy at law.
plaintiff prays for judgment and relief as
In the event the contemplated transaction is
rescissory damages to the Class;
Court may seem just and proper.
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