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I IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
ROBERT ALTSCHULER, M.D.;
MICHAEL J. BRADLEY, D.O.,
Plaintiffs,
V. Civil Action No. : /- ? 3 IT.9 zue.-
PHYSICIANS HEALTH SERVICES OF : I-
DELAWARE, LTD., a Delaware Corporation; :
CHARLES G. WAGNER, M.D.; BRENT :
NOYES, M.D.; VINCENT LOBO, D.O.;
:
PETER PANZER, M.D.; JOSEPH VITALE, :
D.O.; JOHN DECARLI, D.O.;
JANICE TILDON-BURTON, M.D., (
1
Defendants.
COMPLAINT
1. Plaintiffs Michael J. Bradley, D.O. ("Bradley") and Robert Altschuler, M.D. ("Altschuler")
are shareholders in Physicians Health Services of Delaware, Ltd., a Delaware
2. Defendant Physicians Health Services of Delaware, Ltd. ("PHS") is a corporation
organized and existing pursuant to the laws of the State of Delaware, and having its
principal office and place of business at P.O. Box 68, Woodside, Delaware.
3. Defendants Charles G. Wagner, M.D. ("Wagner"); Brent Noyes, M.D. ("Noyes"); Vincent
Lobo, D.O. ("Lobo"); Peter Panzer, M.D. ("Panzer"); Joseph Vitale, D.O. ("Vitale");
John DeCarli, D.O. ("DeCarli"); and Janice Tildon-Burton, M.D. ("Tildon-Burton) are
shareholders of PHS and, upon information and belief, Directors of PHS.
4. On November September 27, 1999, notice was given to the PHS stockholders that the
Annual Meeting of stockholders would be held on November 19, 1999. The stated
SNIPPETS:
Plaintiffs Michael J. Bradley, D.O. and Robert Altschuler, M.D.
are shareholders in Physicians Health Services of Delaware, Ltd., a Delaware corporation.
principal office and place of business at P.O. Box 68, Woodside, Delaware.
Lobo, D.O.; Peter Panzer, M.D.; Joseph Vitale, D.O.;
John DeCarli, D.O.; and Janice Tildon-Burton, M.D. are
shareholders of PHS and, upon information and belief, Directors of PHS.
Annual Meeting of stockholders would be held on November 19,
Bradley sent Wagner a letter (a copy of which is attached hereto as Exhibit "A")
volunteering to be a board member and informed Bradley that "he director position has
The letter did not address Bradley's request for corporate documents.
defendants deny Bradley's election as a director on November 19,
On December 2 1, 1999, Bradle:y's counsel faxed Murray a letter (a copy of which is
Pursuant to 8 Del.
this Court may determine the person entitled to the contested position.
Determine the validity of Bradley's election as a director and determine who is
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