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Transaction ID 64349914
Case No. 2019-0848-
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
JAMES RIVEST, )
)
Plaintiff, )
)
v. ) C.A. No. _______
)
HAUPPAUGE DIGITAL INC., )
)
Defendant. )
submits this Verified Complaint to Compel Inspection of Books and Records under
8 Del. C. § 220, upon personal knowledge as to himself and his own actions, and
upon information and belief as to all other matters, and alleges as follows:
Digital Inc. (“HAUP” or the “Company”) to allow Plaintiff to inspect and copy
PARTIES
2. Plaintiff is a resident of Florida, and is the beneficial holder of
tuner products division. In July 2014, the Company’s registration statement was
terminated and its stock was delisted. Accordingly, the Company’s financial
JURISDICTION
4. Subject matter jurisdiction appropriately lies in the Delaware Court of
PREVIOUS DEMAND
6. By letter dated July 29, 2019 (the “July Demand”), Plaintiff wrote to
7. The stated purpose of the July Demand, which was made under oath,
Company in providing the requested records. The July Demand was directed to
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8. Defendant failed to respond to the July Demand.
collectively with the July Demand, the “Demands”), Plaintiff, by and through his
flow and all similar documents for the Company for the years 2016, 2017 and 2018;
and
referring or relating to the value of the Company, its stock or any of its assets.
10. The stated purpose for the October Demand, which was made under
oath, was to ascertain the value of Plaintiff’s stock. Plaintiff offered to sign an
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Exhibit A hereto.
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11. Although Delaware law required Defendant to respond to the October
Demand within five business days, as of this filing, Defendant has failed to
October Demand.
and an order compelling the inspection of the requested books and records.
COUNT ONE
paragraphs.
16. On July 29, 2019 and October 8, 2019, Plaintiff demanded under oath
an inspection of the Defendant’s 2016, 2017 and 2018 financial statements and
reports, including income and cash flow statements, balance sheets, and similar
documents, as well as valuation analyses and appraisals relating to the value of the
records complied with the form and manner requirements of Section 220.
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18. Plaintiff’s Demands stated a proper purpose for inspection of the
Defendant; (ii) Plaintiff has stated a proper purpose for inspection of Defendant’s
books and records; (iii) Plaintiff has perfected its rights to an inspection, and (iv)
inspection;
Plaintiff has demanded for an inspection and to allow Plaintiff to make copies
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thereof, with Plaintiff to pay reasonable costs incurred by Defendant in providing
C. Granting such other and further relief as the Court may deem just and
proper.
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EFiled: Oct 24 2019 03:42PM EDT
Transaction ID 64349914
Case No. 2019-0848-
EXHIBIT A
PRICKETT, JONES & ELLIOTT
A PROFESSIONAL ASSOCIATION
October 8, 2019
BY EMAIL
AND FEDEX
Hauppauge Digital, Inc.
c/o Gerald Tucciarone
Chief Financial Officer
909 Motor Parkway
Hauppauge, NY 11788
(jtucciarone@hauppauge.com)
Enclosed herewith is a true and correct copy of the Power of Attorney authorizing Prickett,
Jones & Elliott, P.A. (“Prickett Jones”) and anyone it may designate, to act on my client’s behalf
in connection with this demand. Also enclosed is an affirmation pursuant to which my client
deposes and says under oath that the facts and statements contained in this demand letter are true
and correct, and provides evidence of my client’s beneficial ownership of common stock of the
Company.
My client demands the right to inspect the following books and records of the Company:
1. Monthly, quarterly and annual financial statements and financial reports, including
income statements, balance sheets, statements of cash flow and all similar
documents for the Company for the years 2016, 2017 and 2018.
My client makes this demand for the proper purpose of ascertaining the value of his
Hauppauge stock. This is a proper purpose that is reasonably related to my client’s interests as a
stockholder of the Company. See Kosinksi v. GGP, Inc., 2019 WL 4052054, at *10 (Del. Ch. Aug.
28, 2019); Polygon Global Opp. Master Fund v. West Corp., 2006 WL 2947486, at *3 (Del. Ch.
Hauppauge Digital, Inc.
c/o Gerald Tucciarone
October 8, 2019
Page 2
Oct. 12, 2006) (“It is settled law in Delaware that valuation of one’s shares is a proper purpose for
the inspection of corporate books and records.”).
Please contact me immediately to arrange for the inspection of the demanded books and
records. To the extent the Company is concerned about confidentiality, my client is prepared to
agree to appropriate and reasonable confidentiality terms in connection with the review of these
documents. To the extent the Company is concerned about costs, my client is prepared to bear the
reasonable costs incurred by the Company in connection with the production of the above
information.
In the event that the Company does not respond to this letter or fails to permit inspection
and copying of the demanded documents within five business days from the date of receipt of this
demand, we will seek appropriate relief to the fullest extent permitted under the law.
Marcus E. Montejo
MEM/jwr
Enclosures