IN THE COURT OF CHANCERY OF THE STATE OF DE:LAWARE
IN AND FOR NEW CASTLE COUNTY
INGEMAR J. COX, INGEMAR J. AND SUSAN )
COX FAMILY LIMITED PARTNERSHIP, >
MATTHEW L. MILLER, DOUGLAS RAYNER, )
DOUGLAS A. BERCOW, JOSEPH IULIAN,
JEFFREY A. BLOOM AND GAIL C.
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Plaintiffs, Civil ActionNo.!@/yg
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Defendant. 1
PETITION FOR APPRAISAL
1. The plaintiffs are individuals and a partnership residing in various states in the
States of America. At all time material hereto, the plaintiffs, collectively were the holders of
of at least 324,341 shares of common stock of Signafy, Inc. ("Signafy'), a IDelaware corporation.
2. Defendant, NEC USA, Inc. ("NEC USA" or "defendant"), is a Delaware corporation
with itsprincipalplace ofbusinessinNew York. Defendant's registered office for service ofprocess
in the State of Delaware is located at 1013 Centre Road, Wilmington, Delaware 19805, and its
registered agent at that address is The Prentice-Hall Corporation System Inc.
3. On or about April 5,2000, the defendant mailed to the record holders of common
stock of Signafy a Notice of Merger ("Notice"), advising that the Board of Directors of NEC USA,
in accordance with Section 253 of the Delaware General Corporation Law, had adopted a resolution
authorizing the merger of Signafy into NEC USA (herein, the "Merger"). The Notice stated that the
SNIPPETS:
INGEMAR J. COX, INGEMAR J. AND SUSAN)
MATTHEW L. MILLER, DOUGLAS RAYNER,) DOUGLAS A. BERCOW, JOSEPH IULIAN,
The plaintiffs are individuals and a partnership residing in various states in the United
of at least 324,341 shares of common stock of Signafy, Inc., a IDelaware corporation.
in the State of Delaware is located at 1013 Centre Road, Wilmington, Delaware 19805, and its
stock of Signafy a Notice of Merger, advising that the Board of Directors of NEC USA,
in accordance with Section 253 of the Delaware General Corporation Law,
Merger became effective upon the filing of the Certificate of Ownership and Merger
each of the issued and outstanding shares of common stock of Signafy not owned by NEC
complied with all conditions precedent to the exercise of appraisal rights as set forth in
Plaintiffs have not withdrawn their demand for appraisal.
This petition is being filed within 120 days after the effective date of the Merger.
Plaintiffs are entitled to the valuation of and payment for their shares of stock in
WHEREFORE, plaintiffs respectfully request that this Court:
(4 Determine and direct the payment by the defendant of the fair value at the
to the stockholders of Signafy entitled thereto;
all or a portion of the plaintiffs' attorneys' fees and expenses to be chargedpro rata
(4 Grant such other and further relief as it may deem jus,t, proper and equitable.
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