 |
 |
|
|
|
|
|
|
|
| | | |
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
1
.
AMENDED STATUS QUO ORDER
|
EXTRACTED KEY WORDS
SUBSIDIARIES CAUSING DOLPHIN AGREEMENT DIRECTORS COURT ALBERT EMPLOYMENT MANAGEMENT PAYMENT QUO ORDER TRANSACTION SELL STOCK COMPENSATION CONSULTING RETENTION COUNSEL MESSRS AMEND DEFENDANTS REPRESENTATIVES BUSINESS EXCEEDS PURCHASE BYLAWS ASSETS PAY CORPORATION PROPERTY KIND WHATSOEVER |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
JAN FIXDAL,
Plaintiff, >>
V. > Civil Action No. 18753
> I i
MARTIN S. ALBERT, JULIUS C. ) -
(PAT) DARDEN, and DOLPHIN ) r- .~.
INTERCONNECT SOLUTIONS, ) L
INC., a Delaware corporation, >> %..
Defendants. > -..-
. . -_ d
AMENDED STATUS QUO ORDER
This .gb &day of April, 2001, the Court having considered the
parties' joint: application to amend the status quo order regarding certain
matters relatmg to the Board of Directors of Dolphin Interconnect Solutions,
Inc. ("Dolphin") entered on April 9, 2001, and pending entry of this Court's
final judgment in this action:
IT IS HEREBY ORDERED that defendants Martin S. Albert, Julius
C. (Pat) Darden, and Dolphin, each of their agents, employees,
representatives and all other persons acting in concert or participation with
any of thern (including, without limitation, Jan Engebretsen and Yngvar
Hvistendahl), shall, without further Order of this Court, take no action out of
the ordinary course of Dolphin's business, including, but not limited, to the
following:
1. Causing Dolphin or any of its subsid:iaries to engage in, enter
into, or agree to, whether directly or indirectly and whether in or more than
one transaction, any transaction, contract, or agreement, the value of which
SNIPPETS:
|
|
2
.
LETTER OPINION
|
EXTRACTED KEY WORDS
ALBERT QUO ORDER DOLPHIN MEETING SCHEDULING COUNSEL EXPEDITED SCHEDULING HARM DEPOSITION ESQUIRE WILMINGTON CONFERENCE REVISED ORDER PLAINTIFFS HVISTENDAHL BY-LAWS UNDERTAKINGS FEES LANGUAGE ATTORNEYS LITIGATION LANGUAGE DIRECTING PAY INDEPENDENT COUNSEL FLTURE ABORT DOLPHIN SHAREHOLDERS MEETING DECLINE PRECLUDE |
C OURT OF C HANCERY
OF THE
STATE OF D ELAWARE
W ILLIAM B. CHANDLER III THE FAMILY COURT
CHANCELLOR P.O. BOX 58 I
GEORGETOWN, DELAWARE
April 26, 2001
BY FAXBD U.S. MAIL
Bruce L. Silver-stein, Esquire
Young Conaway Stargatt & Taylor LLP
Rodney Square North
P.O. Box 391
Wilmington, DE 19899-0391
Kenneth J. Nachbar, Esquire
Morris Nichols Arsht & Tunnel1
1201 North Market Street
P.O. Box 1347
Wilmington, DE 19899-l 347
Re: Fixdal v. Albert, et al.
C. A. No. 18753
Dear Counsel :
This is my decision on the matters discussed at our office conference
held yesterday, April 25, 2001. Attached to this letter you will find copies of
the Revised Order Re Expedited Scheduling and the Amended Status Quo
Order.
Fixdal v. Alberl., et al.
C. A. No. 18753
April 26,200l
The parties will note that I have signed the Revised Order Re
Expedited Scheduling as submitted by the defendants. You will also note
SNIPPETS:
|
|
3
.
ANSWER COUNTERCLAIM AND THIRD-PARTY CLAIM
|
EXTRACTED KEY WORDS
DIRECTORS COUNTERCLAIM PARAGRAPH STOCKHOLDERS DEFENDANTS ALBERT ADMIT ALLEGATIONS THIRD-PARTY CLAIM RESTRUCTURING AGREEMENT MEMBERS HVISTENDAHL AMENDED COMPLAINT PLAINTIFF SHARES AFFIRMATIVE DEFENSE RIGHTS PLAN MANAGEMENT DEFENDANTS RESPECTFULLY REFER RESPONSIVE PLEADING INTERCONNECT SOLUTIONS ASSERT AFFIRMATIVE DEFENSES THIRD BOARD MEMBER SHARES OUTSTANDING SEVERANCE AGREEMENTS SHAREHOLDERS REELECTION CORPORATE OFFICE ADEQUATE REMEDY |
JAN FIXDAL,
Plaintiff,
i
V. C.A. No. 18753-NC
i
MARTIN S. ALBERT, JULIUS C.
(PAT) DARDEN, and DOLPHIN ;
INTERCONNECT SOLUTIONS,
INC., a Delaware corporation, ;
Defendants. 1
- -
MARTIN S. ALBERT and
JULIUS C. (PAT) DARDEN,
Counterclaim and Third-Party ;
Plaintiffs,
;
V.
i
JAN FIXDAL, JAN
ENGEBRETSEN and YNGVAR i
HVISTENDAHL,
i
Counterclaim and Third-Party
Defendants.
ANSWER. COUNTERCLAIM AND THIRD-PARTY CLAIM
Defendants Martin S. Albert and Julius C. (Pat) Darden (together, "Defendants"),
for their Answer, re:spond to the individually numbered paragraphs of the Amended Complaint,
and assert affirmative defenses and counterclaims, as follows:
1. Denied, except admit that Albert and Darden, at all relevant times, were
two of the three members of the Board of Directors, of Dolphin Interconnect Solutions, Inc.
("Dolphin" or the "Company"), and that the third Board member, Kare Lochsen, is an employee
of Dolphin.
SNIPPETS:
|
|
4
.
FIRST AMENDED COMPLAINT
|
EXTRACTED KEY WORDS
ALBERT SEVERANCE AGREEMENTS COMMON STOCK DIRECTORS POISON PLAINTIFF PILL RIGHTS PLAN FIDUCIARY DUTY BYLAW AMENDMENTS SHARES SELF-DEALING DOLPHIN BOARD OWNER DEFENDANTS UNENFORCEABILITY SHAREHOLDERS STOCKHOLDERS TIMES RELEVANT HERETO ANNUAL MEETING REDRESS SELF-DEALING BREACHES MANAGEMENT SELF-DEALING SCHEME EXERCISE PRICE EXCHANGE ACT BENEFICIAL OWNER FIDUCIARY DUTIES FULLY SET INTERCONNECT SOLUTIONS |
ORIGINAL
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND F'OR NEW CASTLE COUNTY
JAN FIXDAL,
Plaintiff, >
V. i
>
MARTIN S. ALBERT, JULIUS C. )
(PAT) DARDEN, and DOLPHIN )
INTERCONNECT SOLUTIONS, )
INC,, a Delaware corporation,
i
Defendants. )
FIRST .4MENDED COMPLAINT
PlaintiffJanFixdal c' Plaintiff'), by and through his undersigned counsel,
this action to redress self-dealing breaches of fiduciary duty committed by certain directors
of Dolphin Interconnect Solutions, Inc. ("Dolphin"), and to obtain an order declaring invalid
and unenforceable (1) a stockholders rights plan adopted in April of 2000 (the "Poison Pill"),
(ii) severance agreements entered into with certain members of Dolphin's management (the
"Severance Agreements"), and (iii) certain bylaw amendments adopted on or about
August 25, 2000. Relatedly, plaintiff also brings this action pursuant to 8 Del. C. 9 225(a)
to determine the directors of Dolphin. Plaintiff, the owner of 25,000 shares of Dolphin
common stock, alleges, on the basil3 of personal knowledge as to his own actions and upon
information and belief as to all other actions, as follows:
INTRODUCTION
1. This is an action for breaches of fiduciary duty and a declaration of
invalidity and unenforceability arisir g out of a series of self-dealing actions taken in bad faith
by the individual defendants, Martin S. Albert ("Albert") and Julius C. (Pat) Darden
WP3 : 616559 .2
SNIPPETS:
|
|
5
.
COMPLAINT
|
EXTRACTED KEY WORDS
ALBERT SEVERANCE AGREEMENTS COMMON STOCK PILL POISON RIGHTS PLAN SHARES FIDUCIARY DUTY AMENDMENTS PLAINTIFF OWNER SELF-DEALING DIRECTORS DOLPHIN BOARD DELAWARE SHAREHOLDERS DELAWARE CORPORATION UNENFORCEABILITY TIMES RELEVANT HERETO BYLAW AMENDMENTS STOCKHOLDERS EXERCISE PRICE EXCHANGE ACT FIDUCIARY DUTIES SELF-DEALING SCHEME BENEFICIAL OWNER FULLY SET INVALIDITY OFA SERIES |
i
\ IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
JAN FIXDAL, 1
Plaintiff, i
V.
)
MARTIN S. ALBERT, JULIUS C. )
(PAT) DARDEN, and DOLPHIN )
INTERCONNECT SOLUTIONS, )
INC., a Delaware corporation,
1
Defendants. )
COMPLAINT
Plaintiff Jan Fixdal Y`Plaintiff'), by and through his undersigned
brings this action to redress self-dealing breaches of fiduciary duty committed by certain
directors of Dolphin Interconnect Solutions, Inc. ("Dolphin"), and to obtain an order
declaring invalid1 and unenforceable, (i) a stockholders, rights plan adopted in April of
(the "Poison Pill"), (ii) severance agreements entered into with certain mlembers
management (the "Severance Agreements"), and (iii) certain byla)ti amendments adopted on
or about August 25,200O. Plaintiffs the owner of 25,000 shares of Dolphin common stock,
allcgcs, on the basis of personal knowledge as to his own actions and upon information and
belief as to all other actions, as follows:
j~NTRODUCTI0 N-
1. This is an action for breaches of fiduciary duty iand a
invalidity and unenforceability arising out ofa series of self-dealing actions tak.en
by the individual defendants, Martin S. Albert ("Albert") and Julius C. (Pat) Darden
("Darden"), who were, at the time cf the actions challenged herein, two thirds of the
SNIPPETS:
|
|
|
| | | |
|
|
