IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
ANDREW ALBSTEIN,
Plaintiff,
V. CIVIL ACTION NO. /7 7 VF
)
STEPHEN J. LUCZO, GARY B. i
FILLER, KENNETH E. HAUGHTON, )
ROBERT A. KLEIST, LAWRENCE
PERLMAN, THOMAS P. STAFFORD, i
LAUREL L. WILKENING, and SEAGATE )
TECHNOLOGY, INC.,
;
Defendants. >1
CLASS ACTION COMPLAINT
Plaintiff alleges, upon information and belief, except as to allegations pertaining to
himself, which are alleged upon personal knowledge, as follows:
PARTIES
1. Plaintiff owns and owned, at all times relevant hereto, shares of Seagate
Technology, Inc. ("Seagate" or the "Company") common stock.
2. Seagate is a Delaware corporation with its principal executive offices located at
920 Disc Drive, Scotts Valley, California 95066. Seagate designs, manufactures and markets
products for storage, retrieval, and management of data on computer and data communications
systems.
3. Defendant Stephen J. Luczo ((`Luczo") is President, Chief Executive Officer and
a Director of the Company. He is also Chairman of the Board of Directors of Seagate Software
Inc. and a Director of Veritas Software Corporation ("Veritas").
4. Defendant Gary B. Fuller is co-Chairman of the Board of Directors of the
SNIPPETS:
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
LAUREL L. WILKENING, and SEAGATE)
Plaintiff alleges, upon information and belief, except as to allegations pertaining to
Plaintiff owns and owned, at all times relevant hereto, shares of Seagate
Technology, Inc. common stock.
Seagate is a Delaware corporation with its principal executive offices located at
He is also Chairman of the Board of Directors of Seagate Software
Inc. and a Director of Veritas Software Corporation.
and directors of the Company and, along with defendants Luczo and Fuller, are
Seagate's public stockholders; govern Seagate in such a manner as to heed the expressed views
of its public shareholders; and not favor his or her own or any other party's interests at the
Seagate management and Texas Pacific Group (collectively,
the Buy-Out Group will acquire the Seagate operating businesses for cash.
On the other hand, as fiduciaries,
Seagate receive full and fair value for their investment in the Company.
Chancery, for declaratory, injunctive and other relief on his own behalf and as a class
(4 The class is so numerous that joinder of all class members is impracticable.
and common law duties owed by them to plaintiff and the other members of the Class.
(f-l Defendants have acted and are about to act on grounds generally applicable to the Class,
Seagate is the global disc drive market share leader.
improvements in productivity and operational efficiency in a challenging business environment.
Since the inception of these initiatives in QlFY99,
We believe Seagate maintained market share leadership in both the
Company, and their role in this proposed transaction, it is evident that none of the
awarding rescissory damages to the Class;
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