/
,i,\ X"
`) ,I '
i :", IN `THE COURT OF CHANCERY OF THE STATE OF DELAWARE
\ IN AND F O R NEW CASTLE COUNTY
__" ________________..-l__---l_l--_---------l-..---- I-_
THOMAS MALAGISI, 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,
De fendants.
-and-
AREMISSOFT CORPORATION,
Nominal Defendant.
___________________.____" __-__I_.., _ ____--___ "__ .__- ""
DERIVATIVE COMPLAINT
-__~-
Plaintiff, as and for his derivative complaint (the
alleges upon personal knowledge as to himself and his own acts aml upon
belief as to all other matters, as follows
SUM:MAR.Y OF THE CLAIMS
1. This is a sharehol,ders derivative action brought
Court of Chancery Rules in the right of and for the benefit of AremisSoft
("AremisSoft" or the "Company") against a majority of the members of
`1
of Directorsf~~utiiZp?$xqpriation of corporate information and insider
\
SNIPPETS:
AREMISSOFT CORPORATION:
national public health system (the `"Bulgarian Contract").
AremisSoft's stock benefitted from the perception that the Bulgarian Contract was for $37.5
Almost all of,the Company's directors at the i.ime also sold large
amounts of the Company's common stock as well, reaping profits of millions of dollars.
non-public corporate information for personal profit,
Not only did the defendants impermissibly profit from their insider trading
Plaintiff Thomas Malagisi i,,E and was at all times relevant to the transactions
As of April 25., 2001, the last record date, the Company reported that it had 39,275,611
Non-defendant Info-Quest SA is a Greek Corporation.,
whom, Theodore Fessas, John Malamas, and George Papadopoulos are defendants here.
Defendant Lycourgos Kyprianou is the sole director,
Defendant Roy;; Poyiadjis is Co-Chief Executive Officer and a director
Cc:) Defendant Dann V. Angeloff has been a director of the Company since
markets and present and future business prospects.
(4 Defendant Noel Voice is the Company's President -- Europe Group,
Contract -- a $37.5 million dollar contract with the Bulgarian Minislry of Health to automate
DIRECTOR DEFENDANTS FOR BREACH OF FIDUCIARY DUTY
B,ased on his possession of n'on-public material adverse AremisSoft information,
E3ased on his possession OF non-public material adverse AremisSoft information,
|
