LUX » Topics » Cole National Shareholder Class Action

This excerpt taken from the LUX 20-F filed Jun 28, 2006.

Cole National Shareholder Class Action

On July 14, 2004, a shareholder of Cole filed a shareholders’ class action complaint against Cole, its directors and the Company in the Delaware Chancery Court, known as Pfeiffer v. Cole National Corp., et al., Civil Action No. 569-N. The complaint alleged, among other things, that the individual defendants breached their fiduciary duties as directors and/or officers to Cole by causing Cole to enter into an agreement to be acquired by the Company for $22.50 per share “without having exposed the company to the marketplace through fair and open negotiations with all potential bidders and/or an active market check or open auction for sale of the company.” The complaint sought preliminary and permanent injunctive relief against the merger, rescission of the merger if it is consummated, and/or damages and other associated relief. No answer was served to this complaint. The Company believed the action to be without merit. In January 2006, the plaintiff voluntarily dismissed this action without prejudice.

It is the opinion of management that the outcome of existing claims against us will not have a material adverse effect on our consolidated financial position or results of operations. However, the outcome of these litigation claims is inherently uncertain, and there can be no assurance that one or more of these actions, if adversely determined, will not have a material adverse effect on our business, results of operations and financial condition. In addition, we may be subject to material claims, judgments or proceedings in the future which, if adversely determined, may have a material adverse effect on our business, results of operations and financial condition. See Item 3—“Key Information—Risk Factors—Our business could be adversely affected by legal proceedings to which we are, or may become, a party.”

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This excerpt taken from the LUX 20-F filed Jun 29, 2005.

Cole National Shareholder Class Action

 

On July 14, 2004, a shareholder of Cole filed a shareholders’ class action complaint against Cole, its directors and the Company in the Delaware Chancery Court, known as Pfeiffer v. Cole National Corp., et al., Civil Action No. 569-N. The complaint alleges, among other things, that the individual defendants breached their fiduciary duties as directors and/or officers to Cole by causing Cole to enter into an agreement to be acquired by the Company for $22.50 per share “without having exposed the company to the marketplace through fair and open negotiations with all potential bidders and/or an active market check or open auction for sale of the company.” The complaint seeks preliminary and permanent injunctive relief against the merger, rescission of the merger if it is consummated, and/or damages and other associated relief. No answer has yet been served to this complaint. The Company believes that the action is without merit.

 

It is the opinion of management that the outcome of existing claims against us will not have a material adverse effect on our consolidated financial position or results of operations. However, the outcome of these litigation claims is inherently uncertain, and there can be no assurance that one or more of these actions, if adversely determined, will not have a material adverse effect on our business, results of operations and financial condition. In addition, we may be subject to material claims,

 

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judgments or proceedings in the future which, if adversely determined, may have a material adverse effect on our business, results of operations and financial condition. See Item 3—”Key Information—Risk Factors—Our business could be adversely affected by legal proceedings to which we are, or may become, a party.”

 

EXCERPTS ON THIS PAGE:

20-F
Jun 28, 2006
20-F
Jun 29, 2005
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