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1
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THE INDIVIDUAL DEFENDANTS ANSWER TO THE COMPLAINT
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EXTRACTED KEY WORDS
CHEMICORP PARAGRAPH COMPLAINT RESPONSES DELAWARE FULLY SET COURT RESPONSIVE PLEADING IDS SALE ESQUIRE ASSETS ALLEGATIONS INDIVIDUAL DEFENDANTS REPEAT REALLEGE RELIEF DISMISS CHANCERY ROLAND HORST ADRIAN BEALE ATTORNEYS ARECO OFFICER INDIVIDUAL DEFENDANTS REFER OTTAWA CANADA EXHIBIT AGREEMENT STOCK |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
CLARION FINANZ AG and
MAJORlE TRUST REG.,
Plaintiffs, !
>
V. >) Civil Action No. 18962NC
ROLAND HORST, ADRIAN BEALE,
and IDS SERVICES LLC, a Delaware ;
corporation,
Defendants,
and
CHEMICORP INTERNATIONAL, INC.,
a Delaware corporation,Nominal Defendant.
THE INDIVIDUAL DEFENDANTS' ANSWER TO THE COMPLAINT
Defendants Roland Horst and Adrian Beale (the "Individual Defendants"), by and
through their undersigned attorneys, respond to the numbered paragraphs of the Complaint
herein as follows:
1. Denied.
2. Denied, except to the extent that the allegations of Paragraph 2 state legal
conclusions to which no responsive pleading is required, and it is admitted that Roland Horst was
a director of ChemiCorp from June 29, 2000 until April of 2001, and defendant Adrian Beale
was a director of ChemiCorp from August 3 1, 2000 until April of 200 1.
3. Denied.
4. Denied, except to the extent that the allegations of Paragraph 4 state legal
conclusions to which no responsive pleading is required.
5. Denied, except it is admitted that ChemiCorp is a Delaware corporation that once
had its principal place of business at 40 Camelot Drive, Nepean, Ontario.
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2
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COMPLAINT
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EXTRACTED KEY WORDS
IDS DEFENDANTS IDS DELAWARE ASSETS INDIVIDUAL DEFENDANTS STOCK AGREEMENT PLAINTIFFS IDS CANADA DIRECTORS RELEVANT TIMES BREACH FAILING SHAREHOLDERS FIDUCIARY DUTIES IDS SERVICES LOYALTY FINANCING SALE COMMON STOCK MAJORIE SOLE CARE DIVIDENDS BUSINESS CHEMICAL DETECTION TECHNOLOGY LICENSE ETRL |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
CLARION FINANZ AG and
MAJORIE TRUST REG.,
Plaintiffs,
ROLAND HORST, ADRIAN BEALE,
and IDS SERVICES LLC, a Delaware
corporation,
Defendants,
CHEMICORP INTERNATIONAL, INC.,
a Delaware corporation,
:
Nominal Defendant.
COMPLAINT
Plaintiffs Clarion Finanz AG and Majorie Trust Reg., allege upon information
and belief as follows:
SUMMARY OF THE ACTION
1. This action arjses out of defendants' unlawful scheme and plan to
acquire a 70% interest in ChemiCorp International Inc. ("ChemiCorp") for virtually no
consideration and thereafter divest ChemiCorp of its principal assets for the sole benefit of
defendants and the companies with which they are affiliated.
DAJ1262.WPD>OIl99
2. The individual defen.dants are the sole directors of ChemiCorp and, as
such, were required to act in the best interests of ChemiCorp and its shareholders, and to
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