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PMRY > SEC Filings for PMRY > Form 8-K on 9-Jun-2009All Recent SEC Filings

Show all filings for POMEROY IT SOLUTIONS INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for POMEROY IT SOLUTIONS INC


9-Jun-2009

Other Events


Item 8.01 Other Events.

On June 3, 2009, Pomeroy IT Solutions, Inc. (the "Company"), became aware that a second purported class action complaint had been filed on May 29, 2009, in the Court of Chancery of the State of Delaware against the Company and each of its six independent directors. David B. Pomeroy, II, a director of the Company and its largest stockholder, was also named as defendant in the lawsuit, along with Hebron LLC and Desert Mountain Acquisition Co., which are companies that are controlled by Mr. Pomeroy.

The action was brought by Michael Hughes, an alleged 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.

In a Form 8-K report filed with the United States Securities and Exchange Commission on May 28, 2009, the Company disclosed the filing of similar purported class action complaint in the Commonwealth of Kentucky Boone Circuit Court against the Company and certain of its directors, including Mr. David B. Pomeroy, II. Hebron LLC and Desert Mountain Acquisition Co., companies controlled by Mr. Pomeroy, were also named as defendants in that lawsuit.

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