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PMRY > SEC Filings for PMRY > Form 8-K on 2-Jun-2009All Recent SEC Filings

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Form 8-K for POMEROY IT SOLUTIONS INC


2-Jun-2009

Other Events


Item 8.01 Other Events.

On May 28, 2009, Pomeroy IT Solutions, Inc. (the "Company"), became aware that a purported class action complaint had been filed on May 22, 2009, in the Commonwealth of Kentucky Boone Circuit Court against the Company and each of its then current directors. Hebron LLC and Desert Mountain Acquisition Co., were also named as defendants in the lawsuit. Hebron LLC and Desert Mountain Acquisition Co., are companies controlled by Mr. David B. Pomeroy, II , a director of the Company and its largest stockholder.

The action was brought by Kenneth Hanninen, an alleged Pomeroy stockholder, on behalf of himself and all others similarly situated. The complaint alleges, among other things, that the directors of the Company are in breach of their fiduciary duties to stockholders in connection with the Company's entry into an agreement and plan of merger with Hebron LLC, Desert Mountain Acquisition Co., and, with respect to certain sections of the merger agreement only, David B. Pomeroy, II, on May 19, 2009 (the "Agreement").

The complaint seeks, among other things, injunctive relief to enjoin the Company and its directors from consummating the transaction contemplated under the Agreement, along with attorneys' fees and costs.

The Company and its directors believe that the allegations in the complaint are without merit and intend to vigorously defend against the claims and causes of action asserted in this legal matter.

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