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Technology Stocks : INPR - Inprise to Borland (BORL) -- Ignore unavailable to you. Want to Upgrade?

To: Olsinvest who wrote (3263)	8/18/1999 2:09:00 PM
From: J R KARY	Read Replies (1) \| Respond to of 5102

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. " ------- 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.