VAUGHAN FOODS INC DEFA14A 2011
Proxy Statement Pursuant to Section 14(a) of the
Filed by the Registrant x
Check the appropriate box:
216 NE 12th Street
Moore, OK 73160
PROXY STATEMENT, DATED AUGUST 10, 2011
This Proxy Supplement updates the information contained in the Proxy Statement, dated August 10, 2011 (the “Proxy Statement”), concerning a Special Meeting of the stockholders of Vaughan Foods, Inc. to be held on September 15, 2011 at 10:00 a.m. Central Time, at which the Vaughan stockholders will be asked to consider and vote on a proposal to approve, adopt and ratify the Merger Agreement. Except as otherwise set forth in this Proxy Supplement, capitalized terms used herein shall have the meanings ascribed to such terms in the Proxy Statement.
In connection with the Merger, a lawsuit, captioned Kevin Wolters v. Herbert Grimes et al, filed in the District Court of Cleveland County, State of Oklahoma, has been brought by an alleged Vaughan stockholder against us, each of our directors individually, Reser’s and Merger Sub. We were served with the Petition on August 16, 2011. The Petition asserts that the members of our board of directors breached their fiduciary duties in entering into the Merger Agreement and that there are inadequate or misleading disclosures in the Proxy Statement. The plaintiff seeks to have the lawsuit certified as a class action, be declared the class representative, have the transaction preliminarily and permanently enjoined or, in the event the Merger is consummated prior to entry of final judgment, rescinded or rescissory damages awarded, have the defendants account for all damages caused, and profits and special benefits obtained, by them as a result of the alleged breach of their fiduciary duties and costs.
We believe that the lawsuit is without merit and intend to defend it vigorously.
August 17, 2011