Coates defends his 2 mln shares with a lawsuit demanding info & action
Inprises's 13G filed today :
" COMPLAINT
A. NATURE OF THE ACTION
1. Plaintiff C. Robert Coates brings this action individually as a
director of defendant Inprise Corporation ("Inprise" or the "Company").
Plaintiff seeks, inter alia, declaratory and injunctive relief with respect to
unlawful restrictions placed upon him (and other outside directors) by the
Company and its board which (1) prevent him from discharging his fiduciary and
statutory duties as a director of Inprise; and (2) abdicate the fiduciary and
statutory duties of the directors by allowing Dale Fuller, the Company's interim
President and Chief Executive Officer, to control the flow of information to the
Inprise board and all communications with Inprise employees. Inprise has imposed
a gag order on plaintiff and Inprise's other directors, except for Mr. Fuller,
which deprives the directors of access to first-hand information, filters
information through Mr. Fuller and other members of management, and restricts
Inprise's directors from communicating with the Company's employees and
stockholders. These Orwellian measures establish Mr. Fuller as a corporate "Big
Brother" by whom all communications about the Company must be approved and to
whom all communications about the Company must be reported.
B. THE PARTIES
2. Plaintiff is an outside director of Inprise. Plaintiff is the
president and chief executive officer of Management Insights, Inc. Plaintiff and
Management Insights, Inc. have invested over $18 million in over 3 million
shares of Inprise common stock, representing over 6% of Inprise's outstanding
common stock. However, at current market prices of Inprise's stock, the value of
that investment has shrunk to approximately $12 million. As explained below,
plaintiff is justifiably concerned that the value of the investment of the
Inprise stockholders may erode further -- and fast.
3. Inprise is a Delaware corporation headquartered in Scotts Valley,
California. The Company's common stock is quoted on The Nasdaq Stock Market. In
the last year, the market price of Inprise's common stock has declined from the
$6 range to the $4 range, and has even dipped below $3. Inprise is a leading
provider of software and services that simplify the complexity of application
development for corporations and individual programmers. Because Inprise is a
software company, its technical employees are among its most critical assets.
There is presently great concern at Inprise concerning the loss of employees and
plaintiff has been asked as a director to consider steps to address this
concern.
4. Individual defendants Dale Fuller, William Hooper, David Heller,
William F. Miller and Harry J. Saal are directors of the Company. Defendant
Fuller is the interim President and Chief Executive Officer of the Company.
Defendant Miller is the Chairman of the Board. He has known Mr. Fuller for some
time and suggested that Mr. Fuller be appointed interim President and CEO. "
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Coates is worried about losing product experienced employees while the executives continue to draw existing salaries on declining sales .
Sounds reasonable - is Fuller still paid in stock only ?
Jim K. |
