IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
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BRICKELL PARTNERS,
Plaintiff,
- against - Civil Action No
ERIK H. VAN DER KAAY, LOUIS B.
HORWITZ, DANIEL L. MCGURK,
R. DAVID HOOVER, EDWARD A. MONEY, :
G. TILTON GARDNER, MICHAEL M. :
MANN, and DATUM INC.,
Defendants.
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CLASS ACTION COMPLAINT
Plaintiff, by his knowledge as to his own acts and upon
information and belief as to all other matters, alleges as follows:
NATURE OF THE ACTION
1. This is a stockholders' class action lawsuit brought
on behalf of the public stockholders of Datum, Inc. (l'Datum'l or the
"Company") who have been, and continue to be, deprived of the
opportunity to realize fully the benefits of their investment in
the Company. The defendants have wrongfully refused to take the
steps necessary to maximize stockholder value, including properly
considering a bona fide offer for the Company from Frequency
Electronics, Inc. ("Frequency") . Further, defendants have taken
actions that are intended to thwart any takeover of the Company,
including the implementation of a stockholder rights plan, as more
fully described below. The defendants are using their fiduciary
positions of control over Datum to thwart others in their
legitimate attempts to acquire Datum, and the individual defendants
SNIPPETS:
Plaintiff, by his knowledge as to his own acts and upon
information and belief as to all other matters, alleges as follows:
This is a stockholders' class action lawsuit brought
on behalf of the public stockholders of Datum,
The defendants have wrongfully refused to take the
considering a bona fide offer for the Company from Frequency Electronics,
including the implementation of a stockholder rights plan,
The defendants are using their fiduciary positions of control over Datum to thwart others in
the owner of shares of Datum common stock.
National Market System on the NASDAQ exchange,
Defendant Eric H. Van der Kaay,
all relevant times, has served as the President, Chief Executive
Defendant Louis B. Horwitz,
Horwitz previously served as President and Chief Executive Officer
hereinafter referred to as the "Individual Defendants."
The Class is so numerous that joinder of all members
alleged herein and, if so, what is the proper remedy and/or measure
The defendants have acted, or refused to act, on
and simply evidences their disregard for the premium being offered
depriving plaintiff and the Class of their right to share in the
if such conflicts exist, to insure that all such conflicts will be
Because defendants dominate and control the business
The Individual Defendants are acting to entrench
adequate price for their shares of Datum's common stock.
and to compel defendants to carry out their fiduciary duties to
continue to breach their fiduciary duties owed to plaintiff and the
Datum's value and attractiveness as a merger/acquisition candidate;
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