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1
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AMENDED COMPLAINT
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EXTRACTED KEY WORDS
DIRECTORS STOCKHOLDERS AGREEMENT BHI ZUNK TAFT BYLAWS VIOLATION DECLARING DEFENDANT SUBSIDIARIES VOID OFFICER SPECIAL MEETING INVESTORS NOMINEES AFFILIATES PLAYING CARD PROVISION MANAGEMENT DELAWARE CHIEF OPERATING OFFICER VICE CHAIRMAN PRESIDENT PLAINTIFF RONALD BICYCLE HOLDING REMOVING EXECUTIVE OFFICER ATTORNEYS ILLEGAL MEETINGS |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
RONALD C. RULE,
;
Plaintiff, >)
V. ) C. A. No. 17537
BICYCLE HOLDING, INC., a Delaware )
corporation, DUDLEY S. TAFT, and
CHARLES R. ZUNK, 1 33
r&J U?
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J+ _/, "S--
Defendants. ; `;."- "_
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.y ;
7
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AMENDED COMPLAINT
7,.
$ *.;I
*.
Plaintiff Ronald C. Rule, by and through his attorneys, for his Amend$.~om'$aint
- ;., 0
against defendants Bicycle Holding, Inc. ("BHI" or the "Company"), Dudley S. Taft, and Charles R.
Zunk:, hereby complains and alleges as follows:
NATURE OF THIS ACTION
1. Through this action, Mr. Rule seeks to be restored to his rightful positions as
an o:fficer of BHI and its subsidiaries and affiliates. Mr. Rule was ousted from his positions in a
series of invalid and illegal meetings of the Board of Directors of BHI (the "Board" or the "BHI
Board") in violation of the Company's Bylaws and the Stockholders Agreement among BHI and all
of the stockholders in the Company. Mr. Rule seeks a ruling from this Court declaring that the
Board's action in removing him is null and void, that the Board's election of defendant Zunk as
Presi.dent and Chief Operating Officer of BHI is invalid, and that the Board's election of
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2
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COMPLAINT
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EXTRACTED KEY WORDS
BHI PLAYING CARD INVESTORS CHIEF DIRECTORS MEETING PRESIDENT STOCKHOLDERS ZUNK MANAGEMENT STOCKHOLDERS AGREEMENT BIB NOMINATE CHIEF OPERATING OFFICER BYLAWS CHAIRMAN EMPLOYEE DEFENDANT COURT DELAWARE MAJORITY DISSIDENT DIRECTORS SENIOR CONTROL REGULAR BUSINESS STOCK SELL REQUEST |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
RONALD C. RULE,
Plaintiff, )
>
V. ) CaseNo. /753'-P hc
)
BICYCLE HOLDING, INC., a Delaware )
corporation, and CHARLES R. ZUNK, )
Defendants.
COMPLAINT
Plaintiff, Ronald C. Rule, by and through his attorneys, for his Complaint
defendants Bicycle Holding, Inc. ("BHI" or the "Company"), a Delaware corporation, and Charles
R. Zunk, hereby complains and alleges as follows:
NATURE OF THIS ACTION
1. Through this action, Mr. Rule seeks to be restored to his rightful
President, Chief Executive Offricer, and Chairman of the Board of Directors of BIB. Mr. Rule was
ousted from his positions as the result of an invalid and illegal meeting of the board of directors
BHI (the "Board"), held in violation of the Company's bylaws (the "Bylaws"). Mr. Rule seeks a
ruling from this Court declaring that the Board's action in removing him is null and void and that
Board's election of defendant Charles Zunk as President and Chief Operating Officer of BHI is
invalid.
THE PARTIES
2. Plaintiff Mr. Rule is an individual who resides in Holland, Michigan. Mr.
Rule is the Chairman of the Board, President and Chief Executive Offrcer of BIB. Mr. Rule also
the majority stockholder of BHI.
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