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RYAN v PTI HOLDING Click to find out why . . .



Keywords & Phrases
CaseNo: C.A. No. 18,693, CourtCode: CC, CourtName: IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE, Plaintiff: RYAN, State: DE Delaware, UniqueCaseRef: DE>CC>00018693, Pti, Shares, Stock Splits, Shareholders, Individual Defendants, Reverse Stock Splits, Public Shareholders, Birrittella, Schaeffer, Common Stock, Outstanding, Caused Pti, Pti Holding, Directors, Fiduciary Duties, Fair Dealing, Adequate, Warren Schaeffer, Allege, Protect, Loyalty, Faith, Ultra Vires, Prosecuting, Representatives , ContentID: 120246491

Case Documents
1 2001-02-26 COMPLAINT
[ see first page and extracted highlights below  ] ItemID: 115202
5 pages
PDF
Total Documents: 1 document , 5 pages
Price: $ 19.95


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1 . COMPLAINT

EXTRACTED KEY WORDS
PTI
SHARES
STOCK SPLITS
PLAINTIFFS
SHAREHOLDERS
INDIVIDUAL DEFENDANTS
REVERSE STOCK SPLITS
PUBLIC SHAREHOLDERS
MEMBERS
BIRRITTELLA
SCHAEFFER
COMMON STOCK
OUTSTANDING
CAUSED PTI
PTI HOLDING
DIRECTORS
FIDUCIARY DUTIES
FAIR DEALING
LAW
ADEQUATE
WARREN SCHAEFFER
ALLEGE
PROTECT
LOYALTY
FAITH
ULTRA VIRES
PROSECUTING
COUNSEL
REPRESENTATIVES
              IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE                                    

                             IN AND FOR NEW CASTLE COlJNTY


DONALD RYAN and DAVID RYAN,
                                                  :  CA. No. /a- 73 --Nc_
                        Plaintiffs,
                                                                                                   

                                                                                                   
       V.                                                                                          



PTI HOLDING INC., MEREDITH W.
BIRRITTELLA,  F:OBERT  FUHRMAN,
GARY J.  KOCHER, NIKOLAI
NACHAMKIN, WARREN SCHAEFFER,

                        Defendants.


                                           COMPLAINT

        Plaintiffs allege the following upon information and belief, except as to the allegations

relating to themselves which are alleged upon personal knowledge:

        1.      Plaintiffs are and were shareholders of PTI Holding Inc. ("PTI" or the "Company")

at all times material hereto.

        2.      The individual defendants named above are the directors of PTI. In addition.

defendant Meredith W. Birrittella ("Birrittella") is Chairman of the Board and Chief Executive

Officer of the Company, and defendant Warren Schaeffer is Secretary of PTI and President of the

Company's subsidiary, Protective Technologies International, Inc.

        3.      As directors/officers of PTI, the individual defendants owed its public shareholders

the highest fiduciary duties of loyalty, good faith and fair dealing.



                                CLASS ACTION ALLEGATIONS

SNIPPETS:
  • Plaintiffs allege the following upon information and belief,
  • Plaintiffs are and were shareholders of PTI Holding Inc.
  • The individual defendants named above are the directors of PTI.
  • defendant Meredith W. Birrittella is Chairman of the Board and Chief Executive
  • and defendant Warren Schaeffer is Secretary of PTI and President of the
  • the individual defendants owed its public shareholders
  • the highest fiduciary duties of loyalty, good faith and fair dealing.
  • individually and on behalf of all other persons who own or owned PTI common stock.
  • Hundreds of members of the Class owned PTI shares and some still do.
  • outstanding shares through two reverse stock splits without shareholder approval;
  • cc> Plaintiffs are committed to prosecuting this action and have retained
  • competent counsel experienced in litigation ofthis nature.
  • plaintiffs are adequate representatives of the Class and
  • will fairly and adequately protect the interests of the Class.
  • First, in July 2000, the individual defendants caused PTI to agree to sell approximately
  • As a consequence of the two reverse stock splits, the Company now has virtually no
  • public shareholders, and those few who remain own very few shares, with no liquidity
  • individual defendants have committed an ultra vires act by approving the two
  • reverse stock splits in violation of the controlling provisions of the General Corporation
  • Plaintiffs have no adequate remedy at law.
  •    |