IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
___________-_____-------------------------------------------- X
GERALD BRODER,
Plaintiff,
V.
STEIPHEN M. DAVIS, GARY L. FUHRMAN, : C.A. No. 16030-NC
NEIL H. KOFFLER, JOHN H. JOSEPHSON, :
and GARY N. SIEGLER,
Defendants, :
- and -
MEDICAL RESOURCES, INC.,
Nominal Defendant.
_______I_--_______-_----------------------------------------- X
SECOND AMENDED AND SUPPLEMENTAL COMPLAINT
Plaintiff alleges upon information and belief, except as to the allegations which
pertain to plaintiff, which are alleged upon knowledge, as follows:
INTRODUCTION
1. Plaintiff brings this action derivatively on behalf of and in the right of
Medical Resources, Inc. ("Medical Resources" or the "Company") to obtain redress for
the Company for purported payments of fees and warrants to purchase Medical
Resources stock made to entities owned and controlled by defendant Gary N. Siegler,
who was at all relevant times, Chairman of Medical Resources Board of Directors
("Siegler"). Notwithstanding the reimbursement, at the recommendation of a Special
Committee of the Company's Board, of $1.4 million in fees and payments made to
Siegler's entities for acquisitions made after June 1, 1997, as described in Plaintiff's
SNIPPETS:
SECOND AMENDED AND SUPPLEMENTAL COMPLAINT
pertain to plaintiff, which are alleged upon knowledge, as follows:
Medical Resources, Inc. to obtain redress for
the Company for purported payments of fees and warrants to purchase Medical
Resources stock made to entities owned and controlled by defendant Gary N. Siegler,
at the recommendation of a Special
Committee of the Company's Board, of $1.4 million in fees and payments made to
Siegler's entities for acquisitions made after June 1, 1997, as described in Plaintiff's
for numerous other transactions made prior to June 1, 1997, which are also the subject
Resources' assets in breach of the directors' fiduciary duties.
attorneys' fees and costs causing 712 Advisory Services -- a
Plaintiff Gerald Broder is, and at all relevant times has been, a stockholder
operation and management of fixed-site out-patient medical diagnostic
shareholder was Siegler Collery & Co. an investment firm
the individual defendants owed fiduciary duties
good faith and fair dealing to Medical Resources and its public shareholders.
common stock of Maternity Resources was exchanged for an aggregate of 480,000
712 Advisory Services did not provide services to the Company in connection with its
the Company's stock at an exercise price of $9.00, valued at $325,000.
of two diagnostic imaging centers in Garden City and East Setauket, New York,
respectively, for $1,900,000 cash and 533,175 shares of the Company's common stock
712 Advisory Services $60,000 in purported financial advisory fees,
Company paid 712 Advisory Services 137,000 warrants with an exercise price of $10.60
changeover in its senior management and the allegations of the fees paid to 712
the Company incurred approximately $1 million in legal fees in connection
the foregoing Second Amended And Supplemental Complaint were served,
|
