IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE: COUNTY
JEFFREY MUSIC, Derivatively On Behalf Of
AREMISSOFT CORPORATION,
Plaintiff,
-against-
LYCOURGOS K. KYPRIANOU, ROYS
POYIADJIS, DANN V. ANGELOFF, H. TATE
HOLT, GEORGE PAPADOPOULOS, JOHN
MALAMAS, NOEL VOICE, GEORGE H. ELLIS, :
and THEODORE S. FESSAS,
Defendants
-and-
AREMISSOFT CORPORATION,
Nominal Defendant.
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DERIVATIVE COMPLAINT
Plaintiff, as and for his derivative complaint (the "Complaint"), b,y his attorneys,
alleges upon personal knowledge as to himself and his own acts and upon information and
belief as to all other matters. as follows:
SIJMMAIFLY OF THE CILAIMS
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1. This is a shareholders derivative action brought pursuant to Rule 23.1 of the
Court of Chancery Rules in the right of and for the benefit of AremisSol`t Corporation
("AremisSoft" or the "Company") againsl. a majority of the members of AremisSoft's Board
of Directors fo-r misappropriation of corporate information and insid1.x trading, and other
breaches of fiduciary duty.
1
SNIPPETS:
AREMISSOFT CORPORATION,
Plaintiff, as and for his derivative complaint, b,y his attorneys,
of Directors fo-r misappropriation of corporate information and insid1.x trading,
national public health system (the "Bulg.:lrian Contract").
This very positive development had
a significant long-range effect on the price of the Company's common stock.
Ca May 17, 2001, howev,:r, The IVew York Times reported that the Bulgarian
AremisSoft's stock beneiitted from the perception that the Bulgarian Contract was for $37.5
the Company's top two executives sold approximatel:y 10 million AremisSoft shares.
Almost all of the Company's directors at the time also sold large
non-public corporate information for personal profit,
As of April 25., 2001, the last record date, the Company reported that it nad 39,275,611
Non-defendant Info-Quest SA is a Greek Corporation,
whom, `Theodore Fessas, John Malamas, and George Papadopoulos are dszfendants Ihere.
Defendant Lycourgos Kyprianou is the sole director,
`In this Complaint, all share quantities and prices have been adjusted to reflect the
the contract was actually worth less than $4 million, Poyiadjis and/or entities owned by,
((>I Defendant D>ann V. Angeloff has been a director OF the Comlpany since
markets and present and future business prospects.
Defendants Kyprianou, Poyiadjis, Angeloff;
Contract -- a $3'7.5 million dollar contract wirh the Bulgarian Ministry of Health to automate
DIRECTOR DEFENDANTS FOR BREACH OF FIDUCIARY DUTY
13ased on his possession of non-public material adverse Ar,emisSoft information,
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