Mr. Arizona--
Did you see the Loch/Cdex Facts as were presented by the Court?
EXHIBIT 99.23
(LOCH HARRIS, INC., JUNE 18, 2003 FORM 8-K)
COPY
CAUSE NO. GN200180
MARI L. STASSI AND ROBERT | IN THE DISTRICT COURT OF
STEWART, DERIVATIVELY ON BEHALF |
OF LOCH HARRIS, INC.; AND RICHARD | TRAVIS COUNTY, TEXAS
C. MILLER, MICHAEL WHITE, AND |
RANDY SHILLINGBURG, ON BEHALF OF | 345TH JUDICIAL DISTRICT
THEMSELVES AND ALL OTHERS SIMILARLY |
SITUATED, |
|
PLAINTIFFS, |
V. | FINAL JUDGMENT
|
RODNEY A. BOONE, MARK E. |
BAKER, CHARLES BLACKWELL, |
AND ROBERT B. BAKER, |
|
DEFENDANTS, |
|
LOCH HARRIS, INC., |
|
NOMINAL DEFENDANT. |
THIS MATTER has come before this Court on Plaintiffs' Motion for Final
Approval of Settlement, filed May 9, 2003 ("Plaintiffs' Motion"); and
Plaintiffs' Fee-and-Expense Application, filed May 9, 2003 ("Plaintiffs'
Application"). The settlement under consideration is contained in two documents
attached to Plaintiffs' Motion as Exhibits 1 and 2, titled as follows:
(i) Amended & Restated Term Sheet - Reorganization, Share Exchange,
Dissolution, and Liquidation to be Ordered by the Court pursuant to
Settlement of Loch Harris Litigation; and
(ii) Amended Plan of Distribution - Settlement of Loch Harris
Litigation.
In aggregate, these two documents are referred to herein as the "Settlement
Agreement."
FILED #6
2003 JUN-6 AM 10:19
-1-
FINAL JUDGMENT
EX-99.23 2nd Page of 35 TOC 1st Previous Next ?Bottom Just 2nd
This Court has considered all papers filed and proceedings had herein,
including oral arguments, and otherwise is fully informed in the matter. Good
cause appearing therefor, the Court has determined that (i) Plaintiffs' Motion
should be granted in its entirety; and (ii) Plaintiffs' Application should be
granted as modified herein. The Court therefore enters this Final Judgment,
which constitutes a final adjudication of this matter.
Any capitalized terms used herein and not separately defined have the same
definitions as in this Court's March 11, 2003 Order Preliminarily Approving
Settlement, Approving Content of Notice and Manner of Giving Notice, and
Scheduling Further Settlement Proceedings ("Preliminary Order") and/or
Plaintiffs' Motion or Plaintiffs' Application.
It is hereby ORDERED, ADJUDGED, AND DECREED as follows:
PROCEDURAL HISTORY
------------------
1. In January 18, 2002, plaintiffs Mari L. Stassi and Robert Stewart
filed this action derivatively on behalf of Loch Harris and against the
individual defendants and nominal defendant Loch Harris. Plaintiffs alleged
that the individual defendants were directors and officers of Loch Harris who
breached their fiduciary and other duties by, inter alia, failing for more than
four years to convene a shareholders' meeting to elect directors; increasing the
number of authorized shares without shareholder vote; failing to file periodic
reports with the S.E.C. as required by the Securities Exchange Act of 1934;
taking actions that resulted in resignation of Loch Harris's auditors and the
auditors' withdrawal of previous financial reports; and wasting corporate
assets. See Original Petition (Jan. 18, 2002).
Tex. R. Civ. P. 42(a). For the reasons discussed below with regard to the
adequacy- of-representation requirement in Rule 42(a)(4) (relating to class
actions), the derivative plaintiffs and their counsel are fairly and adequately
representing the interests of the shareholders in enforcing the right of Loch
Harris against the individual defendants.
11. All prerequisites for a derivative suit, as expressed in Rule
42(a), are satisfied. The Court re-confirms that derivative status was and is
appropriate Rule 42(a), with derivative plaintiffs Mari L. Stassi and Robert
Stewart as the derivative representatives and Scott A. Kamber, Esq. as lead
derivative counsel. Each of the derivative plaintiffs has committed a tremendous
amount of time and effort in the pursuit of this case and consummation of the
settlement. In so doing, they have demonstrated that they are independent and
able derivative representatives. Each of the derivative plaintiffs, in addition
to holding Loch Harris stock, happens to be a holder of CDEX stock as well as
stock in other unrelated companies.(1) Their holdings of CDEX stock neither
clouded their judgment nor compromised their independence and nothing in the
record suggests otherwise.
If you believe they got off SCOTT FREE and have the knowledge that diddy appears to have, why did you two not go after Boone, Baker, and Blackwell yourselves?
Maybe y'all can give the SEC your inside info as to how Boone made $10,000.000 and where he put that money.
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