IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
_-_________.________-------~-~.---~~-----~-------------~~----------------~"------- X
JASON REINER, on behalf of himself and
all others similarly situated, :
F'laintiff,
V.
DIGEX, Irdc., INTERMEDIA COMMUNICATIONS, INC.,
JOHN C. BAKER, PHILLIP A. CAMPBELL, GEORGE F.
KNAPI', Ft0BER-T M. MANNING, DAVID C. RUBERG,
and MARK K. SHUL.L,
___.____II___ _ .__________--_ I__-_ ..-.__-..--____ I ___---____I__--___________I_______ X'
:LASS ACTUgN COMPLAINT
Plaintiff, by his attorney, alleges upon information and belief except with
respect tfo his ownership of Digex Inc. ("Digex" or the "Company") common stock,
which is alleged upon personal knowledge, as follows:
1. Plaintiff is the owner of the common stock of defendant Digex.
2. Digex, Inc. is a Delaware corporation with executive offices located at One
Digex F'laza, Beltsville, Maryland 20705. Digex provides web hosting services which
include implementing and maintaining secure, scalable, high-performance web cites on
the internet, and wleb management services. As of July 31, 2000,
63,525,030 shares of the Company's common stock outstanding.
Commurications, Inc. ("Intermedia") owns 93% of the outstanding shares of Digex.
c.1 Defendant Nark K. Shull is President, Chief Executive Officer and a
Director of the Company.
4. Defendant IDavid C. Ruberg is Chairman of the Board and a Director of the
Company.
SNIPPETS:
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
DIGEX, Irdc., INTERMEDIA COMMUNICATIONS, INC.,
Plaintiff, by his attorney, alleges upon information and belief except with
Inc. owns 93% of the outstanding shares of Digex.
Robert M. Manning;are Directors of the Company.
Defendants"), owe fiduciary duties to Digex and its public shareholders.
Richard A. Jalkut and Jack E. Reich are directors of the Company and
members of the special committee formed to consider the buyout proposal by
Intermedia Communications, Inc. is a Delaware corporation
Inter-media owns and ~controls 93% of the outstanding common stock of Digex.
obligatior to ensure any transaction as entirely fair to Digex minority shareholders.
Plaintiff bring:s this action on his own behalf and as a class action on
brought is so numerous that joinder of all class members is impracticable.
There are questions of law and fact which are common to
represelitative of the ClaS!j and will fairly and adequately protect the interests of the
Defendants have acted and will continue to act on grounds generally
Inc. in a transaction pursuant to which Intermedia
Worldcorn Inc. over the objection of the members of the special committee, Reich and
Without the waiver, Worldcom would be
obtaining acquisitions of control without the approval of a company's board.
The proposed transaction and conduct of the Intermedia and the Digex
board are wrongful, unfair and harmful to the Digex public stockholders, the Class
Plaintiff has no adequate remedy at law.
(4 Declaring that this action may be maintained as a class action;
Enjoining the waiver by the Digex board of the application of 8 Del.
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