SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8K
CURRENT REPORT
Date of Report: March 24, 1998
Commission File No. 0-15543
METAL RECOVERY TECHNOLOGIES INC.
(Exact name of Registrant as specified in its charter)
Delaware 71-0628061
(State of Incorporation) (IRS Employee Identification No.)
415 East 151st Street
East Chicago, Indiana 46312
(Address of principle executive office) (Zip Code)
Registrant's telephone number, including area code: (219) 397-6261
Item 5. Other Events
On March 19, 1999, the Corporation signed a settlement agreement of a class
action lawsuit relating to its discontinuing Malvy operations, the terms and
conditions of which are attached hereto.
Signed
/s/ Roy Pearce /s/
Company Secretary
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IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF DELAWARE
GERALD LEVINE, individually and on
behalf of all others similarly situated,
Plaintiff,
vs. CIVIL ACTION
METAL RECOVERY TECHNOLOGIES, NO. 95-690 JJF
INC., formerly known as
MALVY TECHNOLOGY, INC.,
J. STEPHEN SMITH, ROY PEARCE,
WILLIAM M. GREENWOOD, and
MICHAEL LUCAS,
Defendants.
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF DELAWARE
GERALD LEVINE, individually and on
behalf of all others similarly situated,
Plaintiff,
vs. CIVIL ACTION
METAL RECOVERY TECHNOLOGIES, NO. 96-525 JJF
INC., et al.,
Defendants.
AMENDED STIPULATION AND AGREEMENT OF SETTLEMENT
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Plaintiff in the above-captioned actions, Gerald Levine, individually
and on behalf of all members of the Class (as that term is defined below) and
Settling Defendants (as that term is defined below), by and through their
respective counsel, hereby enter into the following Amended Stipulation and
Agreement of Settlement (the "Amended Stipulation" or "Settlement Agreement"),
pursuant to the terms and conditions set forth below and subject to the approval
of the United States District Court for the District of Delaware.
WHEREAS, the parties acknowledge that:
A. On or about November 6, 1995, a class action lawsuit was filed in the
United States District Court for the District of Delaware (the "District Court")
on behalf of a purported class of purchasers of common stock of Malvy
Technology, Inc. ("Malvy"), captioned Levine v. Metal Recovery Technologies,
Inc., et al., C.A. No. 95-690, against defendants Metal Recovery Technologies,
Inc., the successor-in-interest to Malvy ("the Company"), J. Stephen Smith, Roy
Pearce, William M. Greenwood and Michael Lucas (collectively, the "Defendants")
seeking, among other things, rescission of the investments in the Company by the
members of the purported class, compensatory damages including pre-judgment
interest, and attorneys' fees and expenses for prosecuting the action (the
"First Action");
B. On October 31, 1996, a second class action lawsuit was filed in the
District Court on behalf of a purported class of purchasers of Malvy common
stock, captioned Levine v. Metal Recovery Technologies, Inc., et al., C.A. NO.
96-525, against defendants Metal Recovery Technologies, Inc., Michael Lucas,
Michel Rabhi, Jack Alexander, Gary
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Salter, SGA Goldstar Research, Inc., Barron Chase Securities, Inc.,
Euro-Atlantic Securities, Inc., La Jolla Capital Corp., Cohig & Associates,
Gruntal and Company, Inc., Larry Turrell, Donald Henderson, Tom Brozel, Simon D.
Baier, David W. D'Andrea, Joseph Micelli, Jr. and Nicolas J. Giandomenico,
seeking, among other things, rescission of the investments in the Company by the
members of the purported class, compensatory damages including pre-judgment
interest, and attorneys' fees and expenses for prosecuting the action (the
"Second Action");
C. On or about July 14, 1998, third class action lawsuit, captioned
Gerbrandt, et al. V. Lucas, et al., C.A. No. 98-33220, was filed in the District
Court of Harris County, Texas, 165th Judicial District, on behalf of a purported
class of purchasers of Malvy common stock between July 15, 1993 and May 24,
1995, inclusive, against defendants Michael Lucas, Michel Rabhi, Jack Alexander,
Sinenvest Limited Corp., Christopher Bateson, Ian Bertram, David Simpson, Stein,
Simpson & Rosen, P.A., Gary Salter, Alpine Securities, Inc., Barron Chase
Securities, Inc., Lawrence Turel, Hanifen Imhoff, Inc., Fahnestock & Co., Inc.
and Whale Securities Co., L.P., seeking, among other things, rescission of the
investments in the Company by the members of the purported class, compensatory
damages including pre-judgment interest, and attorneys' fees and expenses for
prosecuting the action (the "Texas Action");
D. On or about November 30, 1995, defendants Metal Recovery Technologies,
Inc. and Michael Lucas answered the First Action, denying the substantive claims
alleged therein;
E. On or about December 4, 1995, defendant William Greenwood answered
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the First Action, denying the substantive claims alleged therein;
F. On or about February 21, 1996, a default was entered against defendants
Roy Pearce and J. Stephen Smith in the First Action;
G. On or about December 11, 1996, defendant Jack Alexander filed an answer
to the complaint in the Second Action, denying the substantive claims alleged
therein;
H. On or about January 10, 1997, defendants Metal Recovery Technologies,
Inc and Michael Lucas answered the complaint in the Second Action, denying the
substantive claims alleged therein;
I. As of the date hereof, service of process in the second action has not
been effected on defendant Michel Rabhi;
J. Based on their further investigation of this matter, Class Counsel have
dismissed from the Second Action Defendants Euro-Atlantic Securities, Inc., La
Jolla Capital Corp., Cohig & Associates, Gruntal & Company, Inc., Donald
Henderson, Tom Brozel, Simon D. Baier, David W. D'Andrea, Joseph Micelli, Jr.,
and Nicolas J. Giandomenico.
K. Based on their further investigation of this matter, Class Counsel have
considered asserting claims against Christopher J.A. Bateson; Ian Bertram; as
well as the entities listed on Exhibit A hereto;
L. The District Court entered a case scheduling order in the First Action
on May 16, 1996 (the "Scheduling Order");
M. By Order filed November 26, 1996, the Court certified the proposed class
in the First Action pursuant to Rule 23(b)(3) of the Federal Rules of Civil
Procedure;
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N. For all purposes with respect to the First Action and for settlement
purposes only with respect to the Second Action, the class consists of all
persons or entities who purchased the common stock of Malvy on the open market
between October 7, 1993, and May 24, 1995, inclusive ("Class Period"), with the
exception of defendants, their affiliates, members of the families of the
individual defendants, any entity in which any of the defendants has a
controlling interest, and the legal representatives, heirs, successors or
assigns of the foregoing excepted individuals (the "Class" or "Class Members");
O. The First Action, the Second Action, and the Texas Action will be
collectively referred to herein as the "Actions;"
P. Pursuant to the Scheduling Order, the parties have conducted extensive
discovery and made a thorough investigation of the facts and, having done so,
plaintiff's counsel and counsel for the Class (collectively, "Class Counsel")
believe that the proposed settlement of the Actions detailed below is fair,
reasonable, adequate and in the best interests of plaintiff and the Class (the
"Settlement").
Q. The words and phrases below shall have the following meanings for
purposes of this Stipulation:
1. "Complaint" means the Class Action Complaint, filed on November 6,
1995 in the First Action;
2. "Amended Complaint" means the Amended Class Action Complaint filed
on March 18, 1997 in the Second Action;
3. "Class Counsel" means Law Offices of David B. Zlotnick, Law Offices
of Donald B. Lewis; and Rosenthal, Monhait, Gross & Goddess, P.A.;
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4. "Class Representative" or "Plaintiff" means Gerald Levine;
5. "Escrow Agent" means such Escrow Agent as is selected by written
agreement of Class Counsel and the Company's Counsel or is appointed by the
Court, which shall perform its duties as set forth in this Stipulation and
the Escrow Agreement or as ordered by the Court;
6. "Settled Claims" or "Claims" means all claims, rights, demands,
actions, causes of action, suits, damages, losses, obligations, matters and
issues, whether known or unknown, asserted or unasserted, contingent or
absolute, suspected or unsuspected, disclosed or undisclosed, hidden or
concealed, material or immaterial, which have been, could have been, or in
the future can or might be asserted in the Actions or in any court or
proceeding, be it federal, state or governmental/regulatory agency or
authority (including without limitation, any claims arising under federal
or state law relating to alleged fraud, breach of any duty, disclosure
violations, negligence or otherwise) by or on behalf of plaintiff and/or
any Class Member, whether individual, class, derivative, representative,
legal, equitable or any other type or in any other capacity, which have
arisen, arise now, or hereafter arise out of or relate in any manner
whatsoever, directly or indirectly, to the allegations, facts, events,
transactions, occurrences, acts, representations, misrepresentations,
omissions, or any other material cause or thing whatsoever, or any series
thereof, involved, embraced, set forth, referenced in or otherwise related
in any way, directly or indirectly, to any allegation of fact or law in the
Actions including, without limitation, all claims for contribution arising
out of the Actions;
7. "Settling Defendants" means Metal Recovery Technologies, Inc.,
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J. Stephen Smith, Roy Pearce, William M. Greenwood, Michael Lucas, David
Simpson, Stein Simpson & Rosen, P.A., Stein, Simpson & Rosen, Michel Rabhi,
Jack Alexander, Christopher Bateson, and Ian Bertram;
8. "Settlement" means the terms and conditions set forth in this
Stipulation and the exhibits hereto;
9. "Settlement Administrator" means Heffler, Radetich & Saitta,
L.L.P., or such successor or alternative that is approved by the Court;
10. "Settlement Fund" means the proceeds of the Settlement, as
described below;
P. Class Counsel have reviewed and analyzed many thousands of pages of
documents produced by defendants and numerous non-parties. Class Counsel have
also taken deposition testimony from Michael Lucas, both individually and as a
Rule 30(b)(6) representative of Malvy; Tony Viele, Jack Alexander and William
Greenwood, former Officers and Directors of the Company; David Simpson and David
Rosen, the Company's counsel during the Class Period; Andrew Taylor, Esq., who
also represented the Company; David Cottrell, the Company's accountant during
the Class Period; and Harcourt Wiltshire, who provided financial public
relations services to the Company. In addition, Class Counsel have interviewed
numerous other persons with relevant information. Class Counsel have consulted
with disclosure and damage experts, have reviewed press releases, public
filings, reports to stockholders and other public statements; and researched the
applicable law with respect to the claims asserted in the Actions and the
potential defenses thereto.
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Q. Class Counsel have engaged in intensive arms-length negotiations with
counsel for the Settling Defendants with respect to the settlement of the
Settled Claims. Class Counsel have made a thorough study of the legal principles
applicable to plaintiff's claims and have carefully reviewed the entire case in
the course of reviewing and analyzing documents produced in the Actions and
deposing the persons listed above, and have determined that it is fair,
reasonable, adequate and in the best interests of the Class to settle
Plaintiff's Claims on the terms and conditions hereinafter set forth. In
evaluating the proposed Settlement provided for herein, Plaintiff and Class
Counsel have considered the expense and length of continued proceedings
necessary to prosecute the Actions through trial, the current stage of the
proceedings, the uncertainties of the outcome of this complex litigation, the
difficulty in proving damages, the fact that resolution of Plaintiff's Claims
would likely be submitted for appellate review and could take many years before
final adjudication, the difficulties of collecting from the Settling Defendants
on any judgment in favor of Plaintiff and the Class that might be obtained after
trial, and the benefits provided by the proposed Settlement, particularly in
light of the impact that a substantial judgment would be likely to have upon the
Company. Based upon those considerations, Plaintiff and Class Counsel have
concluded that it is in the best interests of the Class to settle the Claims on
the terms set forth herein.
R. Settling Defendants have denied and continue to deny any and all of the
allegations of liability and of wrongdoing against them in the Actions and have
asserted defenses thereto. While denying all wrongdoing or liability of any
kind, Settling Defendants consider it desirable that the Actions be settled and
dismissed with prejudice on the terms
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set forth herein to avoid the substantial expense, inconvenience, burden and
distraction of continued litigation.
NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and among the
parties hereto, personally or through their duly authorized counsel, in
consideration of the mutual covenants and conditions set forth herein, and
subject to all of the terms and conditions set forth herein and the approval of
the District Court pursuant to Rule 23(e) of the Federal Rules of Civil
Procedure, that the Claims be, and hereby are, compromised, settled and
dismissed with prejudice upon and subject to the terms and conditions
hereinafter set forth.
DISCLAIMER
1. Neither this Stipulation nor any of its provisions, nor any of the
negotiations or proceedings connected with it, nor the Settlement when and
if consummated, nor any action taken in accordance with the terms set forth
herein, shall be construed as or deemed to be an admission by any of the
parties or evidence of (a) a lack of merit of the claims and defenses
asserted in the Litigation, or (b) any liability of, or wrongdoing by,
Settling Defendants, or (c) any damages having been incurred by any Class
member. Neither this Stipulation, nor the fact of its execution, nor any of
its provisions, nor any of the negotiations or proceedings connected with
it, nor the Settlement when and if consummated, nor any action taken in
accordance with the terms set forth herein, shall be offered or received in
evidence in any litigation or proceeding of any nature, or otherwise
referred to or used in any manner in any court, administrative agency or
other tribunal, except (i) to enforce the terms of the Stipulation or
exhibits hereto, (ii) in the case of any
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subsequent action against any of the Settling Defendants on any or all of
Plaintiff's Claims, to support a defense of res judicata, collateral
estoppel, accord and satisfaction, release, or other theory of claim or
issue preclusion or similar defense or (iii) to establish the fact of the
Settlement in order to determine the rights of any non-settling persons.
EFFECTIVE DATE
2. The Effective Date of the Settlement shall be the date when each
and every one of the following conditions has either been satisfied or
expressly waived in a writing signed by counsel for Plaintiffs and counsel
for the Company:
(a) The entry by the Court of the Order Preliminarily Approving
Settlement And Providing For Notice Of Pendency Of Class Actions and
Partial Settlement, substantially in the form annexed hereto as
Exhibit A (the "Preliminary Approval Order");
(b) The finding by the Court following notice to Class members
and a hearing as prescribed by Rule 23 of the Federal Rules of Civil
Procedure that the Settlement is fair, reasonable, and adequate and
should be approved;
(c) The entry by the Court of an Order for Final Judgment
substantially in the form annexed hereto as Exhibit B (the "Order for
Judgment"), which shall fully and finally release any and all claims
asserted against any of the Settling Defendants in the First Action,
the Second Action, and the Texas Action;
(d) The Order for Judgment becoming no longer subject to
appellate review either by reason of the expiration of the time to
appeal therefrom without any appeal having been taken (thirty-one
days) or, if an appeal is taken, by the determination of the appeal by
the highest court to which such appeal may be taken in such a manner
as to
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permit the consummation of the Settlement embodied herein in
accordance with the terms and conditions of this Stipulation. For
purposes of this subparagraph, an "appeal" shall include any petition
for a writ of certiorari that may be filed in connection with approval
or disapproval of this Settlement;
(e) The release and dismissal of all claims asserted on behalf of
the Class against Settling Defendants in the Texas Action, including
any claims for contribution arising from the Class' claims; and
(f) The Company having made the payments required by P. P. 4(a)
and 4(b), below.
3. This Stipulation shall be null and void and of no force and effect,
except as expressly provided herein, should any of the conditions set forth
in paragraph 2 above not be met; in such event, this Stipulation shall not
be deemed to prejudice in any way the positions of the parties with respect
to the Actions nor to entitle any party to the recovery of costs and
expenses incurred to implement this Stipulation, except as expressly
provided herein. In no event shall the Released Parties have any obligation
to pay any fees, expenses or award in connection with the disposition of
the Actions or the Settlement except insofar as such fees, expenses or
awards are allowed from the Settlement Fund, except as expressly provided
herein. Except as provided in the immediately preceding sentence and in
paragraphs 4 and 9, below, the Released Parties shall bear no other fees,
expenses, or awards alleged or incurred by the Plaintiff, any Class Member,
any stockholder of the Company, or by any of their attorneys, experts,
brokers, advisors, agents or representatives.
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TERMS OF SETTLEMENT
In full settlement of any and all Claims (as defined above) against the
Released Parties (as defined below), all of which Claims shall be finally and
forever released and discharged, the parties agree as follows:
4. In satisfaction of the judgment referenced in paragraph 5, below,
the Company will pay $3.25 million (the "Settlement Fund") to the Class as
follows:
(a) $200,000 in cash to be paid into the Escrow Account within
ten (10) days of the execution of this Stipulation on behalf of the
Company; and
(b) pursuant and subject to the terms of the Escrow Agreement,
twenty million shares of unrestricted, freely tradable common stock of
the Company, to be paid into the Escrow Account within ten (10) days
of the execution of this Stipulation on behalf of the Company. As soon
as practical following entry of the Order for Final Judgment, the
Escrow Agent shall sell the shares deposited pursuant to this
paragraph in accordance with the Escrow Agreement, a copy of which is
attached hereto as Exhibit "C". The Escrow Agent shall continue to
sell the shares pursuant to the terms of the Escrow Agreement until
such sales have yielded net proceeds of $3,050,000. If and when the
Escrow Agent has realized net proceeds of $3,050,000 from the sale of
the shares, but in no event prior thereto, it shall return any
remaining shares it holds to the Company. If the sale of the 20
million shares does not yield net proceeds of at least $3,050,000, the
Escrow Agent shall forthwith notify Class Counsel and Counsel for the
Company of that fact, and the Company shall within ten business days
deposit an additional 20 million shares of unrestricted common stock
with the Escrow Agent. The Company shall continue
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to deposit such stock until the Escrow Agent has realized net proceeds
of $3,050,000 from the sale of the shares. The funds obtained from the
sale of the Company's shares shall be held in escrow, bearing interest
for the benefit of the Class, until the Effective Date; as soon as
practical following the Effective Date, the net settlement fund, less
any fees and costs that may be awarded by the Court will be
distributed to the members of the Class who file timely and valid
Proofs of Claim, pursuant to an Order of Distribution approved by the
Court; and
(c) the Company shall issue to the members of the Class warrants
for the purchase of the greater of 25 million shares of MRTI common
stock or that percentage of the Company's common stock that 25 million
shares constituted as of February 26, 1999, which warrants may be
exercised beginning on the later of March 1, 2000 or the Effective
Date (the "Initial Exercise Date"). The warrants may be exercised at
any time during the two years following the Initial Exercise Date by
written or facsimile communication to the Company's transfer agent at
a price that is 20% less than the closing bid price of MRTI's common
stock on the preceding day. Class Counsel shall provide the Company's
transfer agent with a list of the warrants to be issued as early as
practical and at least 40 days prior to the Initial Exercise Date. The
Company shall deliver the warrants within 30 days of receipt of the
list from Class Counsel and shall bear all expenses and costs in
connection with the issuance and exercise of the warrants.
5. (a) The Company will consent to the entry of judgment solely
against it in the amount of $3.25 million to correspond to the amounts due
to the Class pursuant to paragraph 4, above, which judgment Plaintiff
agrees not to execute upon if the Company
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timely makes the payments required by paragraph 4. Upon payment of any
consideration pursuant to paragraph 4, the judgment will be correspondingly
reduced. As soon as practical following receipt of the final Payment from
the Company pursuant to paragraph 4 hereof, Class Counsel shall forward to
the Company all appropriate documentation, evidencing the satisfaction of
the judgment entered pursuant to this subparagraph.
(b) If the Escrow Agent has obtained less than $850,000 from the sale
of Malvy shares by one year after entry of Final Judgment, Class Counsel
may issue a Notice of Default to the Settling Defendants. The Settling
Defendants shall have 60 days from issuance of the Notice of Default in
which to pay to the Escrow Agent the amount necessary to bring the payments
made on behalf of all Settling Defendants to $1,050,000 (including the net
proceeds of any stock sales). If the default has not been cured within 60
days of the Notice of Default, the Court shall enter judgment forthwith
upon plaintiff's request against Defendants MRTI, Lucas, and Alexander in
the amount of $3,250,000 less any cash payments made and the net proceeds
obtained from any stock sales.
(c ) MRTI agrees to pledge and will execute all documents necessary to
pledge to the Escrow Agent all right, title and interest in its 50% equity
interest in Metals Investment Trust, Ltd. ("MITL") to secure performance of
defendants' obligations under this agreement, but such shares shall be
released from escrow upon payment to the Escrow Agent of a total of
$1,050,000, including the net proceeds of any stock sales. In addition,
MRTI will convey its share certificates in MITL to the Escrow Agent,
accompanied by an appropriate and irrevocable stock power as to such
shares, which shares and right to control such shares shall be released
after the payment of a total of $1,050,000 to the
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Escrow Agent, including the net proceeds of any stock sales. In the event,
MRTI fails to perform any material obligations of this agreement, the
Escrow Agent shall provide 10 business days notice of such default to MRTI.
If the default is not cured within such ten days, the Escrow Agent shall,
as promptly as practicable, liquidate any MITL shares in its possession and
apply the proceeds towards MRTI's obligations hereunder.
(d) Settling Defendants warrant and represent that they will not agree
to any dilution of MRTI's 50% interest in MITL or any transfer of assets by
MITL outside of the normal course of business without either (a) the
consent of Class Counsel, which consent shall not unreasonably be withheld,
or (b) approval of the Court.
(e) Settling Defendants warrant and represent that MRTI's interest in
MITL cannot be diluted and that MITL cannot transfer any material assets
outside the normal course of business without the express consent of MRTI
and it's representatives.
6. Defendants will cooperate with Plaintiff in the following respects:
(a) Defendants Malvy, Lucas, Smith, Pearce, and Greenwood will provide
sworn itemized financial statements demonstrating a lack of substantial net
assets. Defendants acknowledge that the Settlement is predicated on the
accuracy of those statements in all material respects.
(b) Within 20 days of execution of this Stipulation, the Settling
Defendants will produce to Class Counsel a list identifying for each of the
entities on Exhibit A hereto all brokerage firms used by such entities with
respect to any and all transfers or sales of Malvy stock during the period
from June 1, 1993 through May 31, 1995.
(c) Michael Lucas and Roy Pearce agree, upon reasonable, non-
duplicative requests and with adequate notice, to be interviewed by Class
Counsel in or about the cities in which they reside and/or regularly
conduct business for a period of up to one business day each and to answer
fully and accurately all questions presented to them to the best of their
knowledge, information and belief. Interviews conducted will be without
cost to the Class or its counsel provided reasonable and actual
out-of-pocket expenses incurred by such persons (which shall in no event
include any attorneys' fees incurred by any such person) do not exceed one
hundred dollars ($100.00); and
(d) Defendants MRTI, Lucas, Smith and Pearce agree to authorize Daniel
Dreisbach, Esquire, to accept service of a subpoena directed to them from
any court of competent jurisdiction with the understanding that any
testimony to be taken from them will occur in or about the cities in which
they reside and/or regularly conduct business; provided, however, that the
authorization of counsel to accept such service shall not be deemed to be
nor argued by Class Counsel to be a waiver of any jurisdictional defenses
any of the Settling Defendants may otherwise be entitled to assert other
than specifically with respect to the service of a subpoena as provided for
herein.
(e) Based on his investigation of this matter, Plaintiff has
determined that the entities listed on Exhibit A hereto, as well as Alcaria
Investments Limited, Anthemis, Ltd., Jepherson Limited, Plenbrick Ltd.,
Sovereign Trust Services Limited and Sundorne Holdings Limited, are not
members of the Class. Settling Defendants agree not to take a position on
this matter.
7. In consideration of the foregoing, Plaintiff agrees as follows:
(a) for the full, final and complete discharge, dismissal with
prejudice,
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settlement and release of, and an injunction barring, all claims, rights,
demands, actions, causes of action, suits, damages, losses, obligations,
matters and issues, whether known or unknown, asserted or unasserted,
contingent or absolute, suspected or unsuspected, disclosed or undisclosed,
hidden or concealed, material or immaterial, which have been, could have
been, or in the future can or might be asserted in the Actions or in any
court or proceeding, be it federal, state or governmental/regulatory agency
or authority (including without limitation, any claims arising under
federal or state law relating to alleged fraud, breach of any duty,
disclosure violations, negligence or otherwise) by or on behalf of
Plaintiff or any Class Member, whether individual, class, derivative,
representative, legal, equitable or any other type or in any other
capacity, which have arisen, arise now, or hereafter arise out of or relate
in any manner whatsoever, directly or indirectly, to the allegations,
facts, events, transactions, occurrences, acts, representations,
misrepresentations, omissions, or any other material cause or thing
whatsoever, or any series thereof, involved, embraced, set forth,
referenced in or otherwise related in any way, directly or indirectly, to
any allegation of fact or law in the Actions including, without limitation,
all claims for contribution arising out of the Actions (collectively, the
"Settled Claims" or "Claims") against any of the Settling Defendants in the
Actions, those entities listed on Exhibit A hereto, Alcaria Investments
Limited, Anthemis, Ltd., Jepherson Limited, Plenbrick, Ltd., Sovereign
Trust Services Limited and Sundorne Holdings Limited, their families,
parent entities, affiliates, associates or subsidiaries and each of their
respective present or former officers, directors, agents, employees,
attorneys, representatives, advisors, investment advisors, investment
bankers, commercial bankers, financial advisors,
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trustees, general and limited partners and partnerships, heirs, executors,
personal representatives, estates, administrators, predecessors,
successors, assigns and any other person or entity acting for or on their
behalf (collectively the "Released Parties"). Notwithstanding the above,
with respect to the entities listed on Exhibit A only, plaintiff and the
Class hereby release any and all Claims they have against those entities
but expressly do not release any claims for contribution that may be
brought by other parties against the Exhibit A entities whether in the
Second Action or any other action; nor do Plaintiffs agree to any reduction
in judgment that they may obtain against non-released parties with respect
to the Exhibit A entities.
Notwithstanding the foregoing, the following persons and entities are not
released hereunder: all registered broker/dealers, and their registered
representatives and traders, which participated in the trading of Malvy
securities during the Class Period and the officers and owners of those
entities; Sinenvest Limited Corp.; Bondlumi Investments Limited; Gary
Salter; Corporate Asset Management; SGA Goldstar Research, Inc. and its
officers and directors; and Dan Dorfman.
(b) Subject to the Order of the District Court and the provisions of
this Stipulation, pending final determination of whether the Settlement
provided for in the Stipulation should be approved, Plaintiff and all
members of the Class, or any of them, are barred and enjoined from
commencing, prosecuting, instigating or in any way participating in the
commencement or prosecution of any of the Settled Claims against any of the
Released Parties other than as provided herein.
(c) Contingent upon approval of this Settlement, Plaintiff consents to
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vacating the default entered against Roy Pearce and J. Stephen Smith in the
First Action;
(d) If the Second Action and/or the Texas action is litigated and a
judgment or settlement is obtained against the non-settling defendants or
any person that shall in the future be named as a defendant in that or a
similar action, the Class agrees that the Released Parties (other than the
entities listed on Exhibit A) shall be discharged from all claims for
contribution arising out of the Actions. The discharge of any and all
liability of the Released Parties (other than the entities listed on
Exhibit A) shall be governed by Section 7 of the Private Securities
Litigation Reform Act, enacted in November, 1995, and any amendments
thereto.
8. Notwithstanding anything herein, the Settlement will be null and
void, and the parties returned to their respective positions as of the date
of this Stipulation, in the event the payments provided for by paragraphs
4(a) and 4(b) are not made within ten (10) business days of the execution
of this Stipulation on behalf of the Company. In the event of such a
default by the Company, the Company will forfeit all cash deposited in
escrow pursuant to this Stipulation. Plaintiff shall have the right to
terminate this Stipulation at any time prior to the Settlement Hearing in
the event of a material adverse change in the Company's condition. In the
event Plaintiff elects to terminate the Settlement, he shall provide the
Settling Defendants with ten (10) business days written notice of that
election, and the Settling Defendants shall have the option to deposit the
entire settlement consideration in cash and proceed with the settlement.
9. Within forty (40) days of preliminary approval of the Settlement by
the District Court, Plaintiff shall disseminate notice of the proposed
Settlement and its terms to all
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identifiable members of the Class. Said notice shall be substantially in
the form of Exhibit D hereto, and shall be approved by the District Court.
The cost of notice and administration of the Settlement Fund shall be borne
by Plaintiff, subject to reimbursement from the Settlement Fund. Subject to
approval of the Court, Class Counsel will be entitled to withdraw up to
$50,000 from the Escrow Fund, on one or more occasions and upon ten days
written notice to the Escrow Agent and Company Counsel, to reimburse them
for all reasonable costs and expenses incurred in providing Notice to the
Class, including the costs of the initial Notice previously sent to the
Class. In addition, the Escrow Agent shall have the right, upon ten days
written notice to Class Counsel and Company Counsel, to withdraw from the
Escrow Fund the amount necessary to pay all reasonable costs and fees it
incurs in performing its duties under the Escrow Agreement. Class Counsel
and the Escrow Agent shall have the right to retain any and all amounts
withdrawn pursuant to this paragraph, whether or not the Settlement is
finalized.
10. Contingent upon final District Court approval of the Settlement and
dismissal of the Actions with prejudice with respect to the Released
Parties, Class Counsel may petition the District Court for an award of
counsel fees and reimbursement of expenses actually and reasonably incurred
in connection with the prosecution of the Actions. Any attorneys' fees and
expenses awarded by the District Court to counsel for the Class shall not
be final or payable until the Effective Date, except as provided in
paragraph 9, above. Payment of any such award of attorneys' fees and
expenses shall be made out of the Settlement Fund.
19
<PAGE>
CONDITIONS OF THE SETTLEMENT
11. The Settlement contemplated by this Stipulation will not be
binding upon any party until, and is otherwise subject to:
(a) final approval by the District Court of the Settlement, the
dismissal of the First Action by the District Court with prejudice,
and dismissal of the Second Action with prejudice with respect to the
Released Parties, and the exhaustion of possible appeals, if any;
(b) the Plaintiff providing a release executed by Class Counsel,
releasing on behalf of the Class all Released Parties from each, any
and all Settled Claims, including the claims asserted in the Texas
Action;
(c) the District Court providing in its Order for Final Judgment
that all of the shares and warrants issued by the Company pursuant to
this Settlement shall be exempt from registration pursuant to 15
U.S.C. ss. 77c(a)(10); and
(d) the consummation of the proposal between the Company and
Meyado International Limited pursuant to which Meyado will invest at
least $3.5 million in the development of the operations of MITL.
12. Settling Defendants may terminate the Settlement if, prior to the
Effective Date, any action (other than these Actions) is pending in any
state or federal court or in any governmental/regulatory agency or
authority which raises any of the Settled Claims against any of the
Released Parties. Notwithstanding the above, the Settling Defendants waive
their right to terminate the Settlement if, and only if, the aggregate
claimed out-of-pocket losses of any Class Members who opt out of this
Settlement equal or are less than $150,000.
20
<PAGE>
MISCELLANEOUS
13. The parties shall use their best efforts to obtain preliminary
approval of the proposed Settlement by March 26, 1999 and to obtain final
approval by July 30, 1999.
14. Pending the Approval Hearing, all proceedings in the Actions with
respect to the Settling Defendants, except for settlement-related
proceedings pursuant to this Stipulation, shall be suspended. Nothing
herein shall preclude Plaintiff from pursuing discovery and/or other
proceedings as to any non-settling defendants or third parties with respect
to the Second Action .
15. The Plaintiff and Class Counsel represent and warrant that none of
the Settled Claims or causes of action have been or will be assigned,
encumbered, or in any manner transferred by them, or any member of the
Class to the best of their knowledge, information and belief, in whole or
in part.
16. Class Counsel will use their best efforts to provide a list of the
warrants to be issued by the Company within twelve months of final approval
of the Settlement.
17. Defendants agree to provide twenty (20) business days notice prior
to any material dilution of MRTI's interest in Metals Investment
Technology.
18. Because of the administrative expenses involved, no payment will
be made on any claims if the payment would be less than $20.
19. This Stipulation and the Settlement contemplated by it shall be
governed by and construed in accordance with the laws of the State of
Delaware.
21
<PAGE>
20. This Stipulation may be executed in any number of actual or
telecopied counterparts by any of the signatories hereto, and as so
executed when joined together shall constitute one agreement.
21. This Stipulation constitutes the entire agreement among the
parties with respect to the subject matter hereof and may not be amended or
any of its provisions waived except by a writing executed by all of the
parties hereto.
- -/s/-
________________________________
Norman M. Monhait (DSBA ID No. 1040)
Suite 1401, Mellon Bank Center
P.O. Box 1070
Wilmington, DE 19899-1070
(302) 656-4433
Attorneys for the Plaintiff and the Class
- -/s/-
________________________________
David B. Zlotnick
Law Offices of David B. Zlotnick
1039 North Sixth Avenue
Tucson, AZ 85705
(520) 798-3255
Attorneys for Plaintiff and the Class
- -/s/-
________________________________
Donald B. Lewis
Law Offices of Donald B. Lewis
5 Cynwyd Road
Bala Cynwyd, PA 19004
(610) 668-0331
Attorneys for Plaintiff and the Class
22
<PAGE>
- -/s/-
________________________________
Daniel A. Dreisbach (DSBA ID No. 2583)
Richards, Layton & Finger
One Rodney Square
P.O. Box 551
Wilmington, DE 19899
(302) 658-6541
Attorneys for Defendants Metal Recovery
Technologies, Inc., J. Stephen Smith, Roy
Pearce and Michael Lucas
- -/s/-
________________________________
Mr. William M. Greenwood, Pro Se
- -/s/-
________________________________
Mr. Jack Alexander, Pro Se
- -/s/-
________________________________
Mr. David Simpson, on behalf of himself,
Stein, Simpson & Rosen, P.A. and Stein,
Simpson & Rosen
23
<PAGE>
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF DELAWARE
GERALD LEVINE, individually and
on behalf of all others similarly situated,
Plaintiff,
vs.
METAL RECOVERY TECHNOLOGIES, CIVIL ACTION
INC., formerly known as
MALVY TECHNOLOGY, INC., NO. 95-690 JJF
J. STEPHEN SMITH, ROY PEARCE,
WILLIAM M. GREENWOOD, and
MICHAEL LUCAS,
Defendants.
NO. 95-690 JJF
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF DELAWARE
GERALD LEVINE, individually and
on behalf of all others similarly situated,
Plaintiff,
vs. CIVIL ACTION
METAL RECOVERY TECHNOLOGIES, NO. 96-525
INC., et al.,
Defendants.
<PAGE>
ORDER FOR FINAL JUDGMENT
WHEREAS, certain of the parties to the above-described class action
litigation (the "Litigation") entered into a Stipulation and Agreement of
Settlement on , 1997 (the "Stipulation" or "Settlement"); and
WHEREAS, the Court previously has ordered that Civil Action No. 95-690 (the
"First Action") proceed as a class action on behalf of the following class: All
persons or entities who purchased the common stock of Malvy on the open market
between October 7 1993, and May 24, 1995, inclusive ("Class Period"), with the
exception of defendants, their affiliates, members of the families of the
individual defendants, any entity in which any of the defendants has a
controlling interest, and the legal representatives, heirs, successors or
assigns of the foregoing excepted individuals (the "Class" or "Class Members");
WHEREAS, on 1997, the Court entered an Order Preliminarily Approving
Settlement, which inter alia, (1) preliminarily approved the Settlement; (2)
approved the form of notice of the Settlement to members of the Class (Class
Members"); (3) directed that appropriate notice of the Settlement be given to
the Class; (4) certified the Class in the Second Action for purposes of
settlement; and (5) set a date for a hearing on final approval of the
Settlement; and
WHEREAS, on , 1997, at .m., at the United States District Court for the
District of Delaware, the Court held a hearing concerning, among other things,
whether the Settlement is fair, reasonable, adequate and in the best interests
of the Class ("Settlement Hearing"); and
WHEREAS, based on the foregoing, having heard the statements of counsel for
the parties and of such persons as chose to appear and be heard at the
Settlement Hearing, having considered all of the files, records, and proceedings
in the litigation, and being fully advised in the premises,
THE COURT HEREBY FINDS AND CONCLUDES THAT:
A. This Court has jurisdiction over the subject matter of the
Litigation.
B. The form, content and method of dissemination of the notice given
to the Class, including individual notice to all Class Members who could be
identified through reasonable effort, was adequate and reasonable and
constituted the best notice practicable under the circumstances.
C. The notice, as given, complied with the requirements of Rule 23 of
the Federal Rules of Civil Procedure, satisfied the requirements of due
process and constituted due and sufficient notice of the matters set forth
therein.
D. The settlement set forth in the Stipulation is fair, reasonable,
adequate and in the best interests of the Class and should be approved.
E. The Representative Plaintiff and the Class Members, and all and
each of them, are hereby bound by the terms of the Settlement set forth in
the Stipulation, with the exception of those persons who have properly
excluded themselves from the Class, who are listed on Exhibit A hereto.
F. The provisions of the Stipulation, including definitions of the
terms used therein, are hereby incorporated by reference as though fully
set forth herein.
NOW, THEREFORE, IT IS HEREBY ORDERED AND ADJUDGED that:
1. For purposes of this Order and Final Judgment, the Court adopts and
incorporates the definitions contained in the Stipulation.
2. The Settlement set forth in the Stipulation is fair, reasonable,
adequate and in the best interests of the Class, is hereby approved and
shall be consummated in accordance with the terms and provisions of the
Stipulation, and therefore, these actions shall be and are dismissed with
prejudice as to the Settling Defendants on the merits upon and subject to
the terms and conditions of the Stipulation.
3. Judgment shall be, and hereby is, entered in favor of the Class
against Metal Recovery Technologies, Inc. ("MRTI") in the amount of
$3,250,000.
4. Neither Class Counsel nor the members of the Class, by themselves
or through counsel, shall seek execution of this judgment against MRTI if
MRTI timely makes the payments required of it pursuant to P. _____ of the
Stipulation. The Judgment for which this paragraph provides shall be
reduced by any amounts collected from MRTI.
5. MRTI is hereby permanently barred and enjoined from asserting in
any court that the judgment set forth in paragraph 3 above is dischargeable
in any bankruptcy proceeding.
6. The names and addresses of all persons and entities who validly
requested exclusion from the Class are set forth in Schedule A hereto.
Except for any individual claims that have been or may be asserted by the
persons and entities identified in Schedule A hereto, this Court hereby
dismisses the Complaint and the Amended Complaint on the merits and with
prejudice as against the Settling Defendants, and without costs, expenses
or attorneys' fees to any settling party as against any other.
7. (a) All Claims however denominated, regardless of the allegations
of fact, law, theories, or the principles on which they are based,
including but not limited to claims for fraud, negligence, contribution or
indemnity asserted against any Settling Defendant, by any other defendant
or party to this Litigation or by other persons or entities not parties to
this litigation, which claims now exist or have accrued or in the future
may exist or accrue, and which arise out of the same facts as those
underlying the subject matter of this Litigation, are hereby dismissed with
prejudice and permanently barred and the future filing and prosection of
such claims is enjoined.
(b) All Claims, however denominated, regardless of the allegations of
fact, law, theories, or the principles on which they are based, including
but not limited to claims for fraud, negligence, contribution or indemnity
asserted by any Settling Defendants against any non-settling defendant or
party to this litigation, any other Settling Defendant, or any other person
or entity whose claims are barred by operation of paragraph 6(a) above,
which claims now exist or have accrued or in the future may exist or
accrue, and which arise out of the same facts as those underlying the
subject matter of this Litigation, are hereby dismissed with prejudice, and
permanently barred and the future filing of such Claims is enjoined.
(c) The settlement constitutes a full, final and complete discharge,
dismissal with prejudice, settlement and release of, and an injunction
barring, all claims, rights, demands, actions, causes of action, suits,
damages, losses,obligations, matters and issues, whether known or unknown,
asserted or unasserted, contingent or absolute, suspected or unsuspected,
disclosed or undisclosed, hidden or concealed, material or immaterial,
which have been, could have been, or in the future can or might be asserted
in the actions or in any court or proceeding, be it federal, state or
governmental/regulatory agency or authority (including without limitation,
any claims arising under federal or state law relating to alleged fraud,
breach of any duty, disclosure violations, negligence or otherwise) by or
on behalf of plaintiff, any class member, whether individual, class,
derivative, representative, legal, equitable or any other type or in any
other capacity, which have arisen, arise now, or hereafter arise out of or
relate in any manner whatsoever, directly or indirectly, to the
allegations, facts, events, transactions, occurrences, acts,
representations, misrepresentations, omissions, or any other material cause
or thing whatsoever, or any series thereof, involved, embraced, set forth,
referenced in or otherwise related in any way, directly or indirectly, to
any allegation of fact or law in the actions including, without limitation,
all claims for contribution arising out of the actions (collectively, the
"settled claims" or "claims") against any of the settling defendants in the
Actions, those entities listed on Exhibit A hereto, Alcaria Investments
Limited, Anthemis, Ltd., Jepherson Limited, Plenbrick, Ltd., Sovereign
Trust Services Limited and Sundorne Holdings Limited, their families,
parent entities, affiliates, associates or subsidiaries and each of their
respective present or former officers, directors, agents, employees,
attorneys, (including, without limitation, Stein, Simpson & Rosen and
Holtzmann, Wise & Shepherd, and the respective members and employees of
those firms), representatives, advisors, investment advisors, investment
bankers, commercial bankers, financial advisors, trustees, general and
limited partners and partnerships, heirs, executors, personal
representatives, estates, administrators, predecessors, successors, assigns
and any other person or entity acting for or on their behalf (collectively
the "released parties"). Notwithstanding the above, with respect to the
entities listed on Exhibit A only, the plaintiff and the Class will release
any and all settled claims against those entities but expressly do not
release any claims for contribution that may be brought by other parties
against them in the second action or any other action or agree to any
reduction in judgment that they may obtain against non-released parties.
Notwithstanding the foregoing, the following persons and entities are not
released hereunder: all registered broker/dealers, and their registered
representatives and traders, which participated in the trading of Malvy
securities during the Class Period and the officers and owners of those
entities, Sinenvest Limited Corp., Bondlumi Investments Limited, Gary
Salter, Corporate Asset Management, SGA Goldstar Research, Inc. and its
officers and directors, and Dan Dorfman.
8. All existing and future defendants, including third-party
defendants, in this Litigation or in any related action are permanently
barred and enjoined from filing, maintaining or prosecuting, either
directly, representatively, derivatively or in any other capacity, any
Claims, including but not limited to claims for contribution, indemnity, or
otherwise against any Settling Defendant.
9. The releases provided for and agreed to in the Stipulation are
hereby ordered effective and conclusive as to the parties to the
Stipulation, and all Settled Claims are permanently barred and the future
filing of such claims is enjoined.
10. Class Counsel may apply to the Court for an award of attorneys'
fees from the Settlement Fund, and also may apply for reimbursement of any
costs and expenses relating to the litigation or to the administration and
consummation of the Settlement.
11. The Court finds and concludes that the issuance of MRTI stock
pursuant to the Stipulation and Settlement is exempt from registration
pursuant to 15 U.S.C. ss. 77c(a)(10), and that such stock is freely
tradable and marketable and, in accordance with the terms of the
Stipulation, may be sold by the Escrow Agent prior to the Effective Date of
the Settlement.
12. The Court hereby retains and reserves jurisdiction over (a)
implementation of this Settlement; (b) disposition of the Settlement Fund
under the terms and conditions of the Stipulation and Notice; (c) the
Settled Claims, until the Effective Date contemplated by paragraph ____ of
the Stipulation; (d) the distribution of the Settlement Fund; and (e) all
parties, for the purpose of enforcing and administering the Stipulation and
this Settlement.
13. The Clerk is hereby directed forthwith to enter a Final Judgment
of Dismissal With Prejudice as to Civil Action No. 95-690.
14. Pursuant to Rule 54(b) of the Federal Rules of Civil Procedure,
the Court finds that there is no just cause for delay in entering judgment
in accordance with the Stipulation and directs the entry of Final Judgment
dismissing Civil Action No. 96-525 as to defendants MRTI, Lucas, Rabhi and
Alexander.
Dated: , 1997
The Honorable Joseph J. Farnan
United States District Judge
<PAGE>
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF DELAWARE
GERALD LEVINE, individually and :
on behalf of all others similarly :
situated, :
:
Plaintiff,
:
vs. : CIVIL ACTION
: NO. 95-690 JJF
METAL RECOVERY TECHNOLOGIES, INC., :
formerly known as :
MALVY TECHNOLOGY, INC., :
J. STEPHEN SMITH, ROY PEARCE, :
WILLIAM M. GREENWOOD, and :
MICHAEL LUCAS, :
:
Defendants.
:
- ------------------------------------------------------------------
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF DELAWARE
GERALD LEVINE, individually and :
on behalf of all others similarly :
situated, :
:
Plaintiff, :
:
vs. : CIVIL ACTION
: NO. 96-525 JJF
METAL RECOVERY TECHNOLOGIES, INC., :
et al. :
:
Defendants. :
:
- ------------------------------------------------------------------
FINAL JUDGMENT APPROVING SETTLEMENT
A. The above-captioned class action litigation is pending in this
Court on behalf of all persons who between the dates of October 7, 1993 and
May 24, 1995 purchased the common stock of Malvy Technology, Inc. (now
Metal Recovery Technologies, Inc.) ("the Class").
2
<PAGE>
B. After extensive discovery, certain of the parties, recognizing the
uncertainty, expense, difficulties and delays inherent in complex
litigation, have determined to settle their differences for the benefit of
the plaintiff and the Class as set forth in the Stipulation of Settlement
dated February __, 1999 (the "Stipulation of Settlement"), a copy of which,
without Exhibits, is attached hereto as Exhibit A. All terms in this Final
Judgment shall have the identical meaning as set forth in the Stipulation
of Settlement.
C. Plaintiff's counsel on or about ____________, 1998 caused a notice
of the pendency of this Class Action to be distributed to persons
identified as members of the Class. Plaintiff's counsel have subsequently
caused the Notice of Proposed Class Action Litigation Settlement,
Settlement Hearing and Right to Appear ("the Second Notice"), a copy of
which is attached hereto as Exhibit B, and a proposed Proof of Claim form,
a copy of which is attached hereto as Exhibit C, to be distributed to
members of the Class.
This Court has considered the arguments of counsel, the documents described
above, the proposed Stipulation of Settlement dated March __, 1999, all
other pleadings, papers, and files herein, and has held a hearing to permit
persons opposed to the Settlement to make their views known. Good cause
appearing therefor, IT IS HEREBY ORDERED AS FOLLOWS:
I. The proposed Settlement is hereby approved as fair, reasonable,
adequate and in the best interests of the Class.
5
<PAGE>
1. The First Action and the claims against the Settling Defendants in
the Second Action are hereby dismissed in accordance with the terms of the
Stipulation of Settlement, without costs and upon the merits and with
prejudice and in full, final and complete discharge, dismissal with
prejudice, settlement and release of, and an injunction barring, all
claims, rights, demands, actions, causes of action, suits, damages, losses,
obligations, matters and issues, whether known or unknown, asserted or
unasserted, contingent or absolute, suspected or unsuspected, disclosed or
undisclosed, hidden or concealed, material or immaterial, which have been,
could have been, or in the future can or might be asserted in the Actions
or in any court or proceeding, be it federal, state or
governmental/regulatory agency or authority (including, without limitation,
any claims arising under federal or state law relating to alleged fraud,
breach of any duty, disclosure obligations, negligence or otherwise) by or
on behalf of plaintiff or any Class Member, whether individual, class,
derivative, representative, legal, equitable or any other type or in any
other capacity, which have arisen, arise now, or hereafter arise out of or
relate in any manner whatsoever, directly or indirectly, to the
allegations, facts, events, transactions, occurences, acts,
representations, misrepresentations, omissions, or any other material cause
or thing whatsoever, or any series thereof, involved, embraced, set forth,
referenced in or otherwise related in any way, directly or indirectly, to
any allegation of fact or law in the Actions including, without limitation,
all claims for contribution arising out of the Actions (collectively, the
"Settled Claims") against any of the Settling Defendants in the Actions,
their families, parent entities, affiliates, associates or subsidiaries and
each of their respective present or former officers, directors, agents,
employees, attorneys, representatives, advisors, investment advisors,
investment bankers, commercial bankers, financial advisors, trustees,
general and limited partners and partnerships, heirs, executors, personal
representatives, estates, administrators, predecesssors, successors,
assigns and any other person or entity acting for or on their behalf,
including those persons listed on Exhibit D to the Stipulation of
Settlement (collectively the "Released Parties). Notwithstanding the above,
with respect to the entities listed on said Exhibit D only, plaintiff and
the Class hereby release any and all Claims they have against those
entities but expressly do not release any claims for contribution that may
be brought by other parties against the Exhibit D entities whether in the
Second Action or any other action; nor do plaintiffs agree to any reduction
in judgment that they obtain against non-released parties with respect to
the Exhibit D entities. All of the above release(s) expressly encompass all
claims asserted on behalf of the Class in the pending Actions in this
Court, the Texas action, and any other pending or potential actions.
Notwithstanding the foregoing, the following persons and entities are not
released hereunder: all registered broker/dealers, and their registered
representatives and traders, which participated in the trading of Malvy
securities during the Class Period and the officers and owners of those
entities; Sinenvest Limited Corp.; Bondlumi Investments Limited; Gary
Salter; Corporate Asset Management; SGA Goldstar Research, Inc. and its
officers and directors; and Dan Dorfman.
2. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, this
Court hereby finds and concludes that the mailing of the Notice effected by
Class Counsel constituted the best notice of the Settlement and related
matters practicable under the circumstances, including individual notice to
those members of the Class who could be identified through reasonable
effort, and that these procedures fully satisfy the requirements of Rule 23
of the Federal Rules of Civil Procedure and the requirements of due
process.
<PAGE>
3. The Clerk is directed to enter judgment against defendant Metal
Recovery Technologies, Inc. and in favor of Plaintiff and the Class in the
amount of $3,050,000.
4. No member of the Class may institute or prosecute any claims
released herein against any of the Released Parties.
5. Neither this Final Judgment nor the Stipulation of Settlement is an
admission or concession by any of the Settling Defendants or any other
person of any actual or potential fault, omission, liability or wrongdoing.
This Judgment is not a finding of the validity or invalidity of any claims
in this action or of any wrongdoing by defendants or any other person.
Neither this Judgment nor the Stipulation or fact of the Settlement, nor
settlement proceedings, nor the settlement negotiations, nor any related
document shall be used as an admission of any actual or potential fault or
omission by any person or be offered or received in evidence as an
admission, concession, presumption or inference against any party in any
proceeding other than such proceedings as may be necessary to consummate or
enforce the Stipulation of Settlement.
6. The Court reserves jurisdiction over this action and of any and all
further proceedings concerning the administration and consummation of this
settlement. In the event that the Stipulation of Settlement is terminated
pursuant to its terms for any reason, then this Final Judgment shall, upon
further Order of the Court, be rendered null and void and be vacated and
the Stipulation of Settlement and all orders entered in connection
therewith shall be rendered null and void.
<PAGE>
7. Pursuant to 15 U.S.C. Section 77c(a)(10), the Court hereby finds
that all of the securities being issued in connection with the settlement
are exempt from registration.
Dated: ___________________, 1999
- ------------------------------------
Joseph J. Farnan,
United States District Judge
<PAGE>
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF DELAWARE
GERALD LEVINE, individually and :
on behalf of all others similarly :
situated, :
:
Plaintiff, :
:
vs. : CIVIL ACTION
: NO. 95-690 JJF
METAL RECOVERY TECHNOLOGIES, INC., :
formerly known as :
MALVY TECHNOLOGY, INC., :
J. STEPHEN SMITH, ROY PEARCE, :
WILLIAM M. GREENWOOD, and :
MICHAEL LUCAS, :
:
Defendants. :
:
- ------------------------------------------------------------------
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF DELAWARE
GERALD LEVINE, individually and :
on behalf of all others similarly :
situated, :
:
Plaintiff, :
:
vs. : CIVIL ACTION
: NO. 96-525 JJF
METAL RECOVERY TECHNOLOGIES, INC., :
et al. :
:
Defendants. :
:
- ------------------------------------------------------------------
NOTICE OF
PROPOSED CLASS ACTION SETTLEMENT,
SETTLEMENT HEARING, AND RIGHT TO APPEAR
<PAGE>
TO: ALL PERSONS WHO PURCHASED SHARES OF THE COMMON STOCK OF MALVY
TECHNOLOGIES, INC. DURING THE PERIOD FROM OCTOBER 7, 1993 THROUGH AND
INCLUDING MAY 24, 1995. PLEASE READ THIS IMPORTANT NOTICE. THIS NOTICE
RELATES TO A PROPOSED SETTLEMENT OF A CLASS ACTION AND, IF YOU ARE A
CLASS MEMBER, CONTAINS IMPORTANT INFORMATION AS TO YOUR RIGHTS
CONCERNING THE SETTLEMENT FUND AS FURTHER DESCRIBED BELOW.
YOU ARE HEREBY NOTIFIED pursuant to Rule 23(c)(2) of the Federal Rules
of Civil Procedure and the Orders of the United States District Court for
the District of Delaware, filed November 26, 1996 and ________________,
1999, that a partial settlement of class claims valued at over $4,000,000,
has been reached by certain of the parties, which settlement is subject to
approval by the Court and which, if approved, will result (a) in a
settlement fund which shall be disbursed as set forth below; and (b) in the
dismissal of the litigation and the release of claims as set forth below as
against certain of the defendants and other released persons.
Notice is hereby given that a hearing ("the Settlement Hearing") will
be held at _____ A.M./P.M. on ____________________, 1999, in Courtroom
_____, United States Courthouse, 844 North King Street, Wilmington,
Delaware 19801, for the purpose of determining whether the proposed partial
Settlement of this litigation should be approved by the Court as fair,
reasonable and adequate, and to consider plaintiff's counsels' request for
counsel fees and reimbursement of expenses and a special payment to the
named plaintiff. In an Order dated ____________________, 1999, the Court
granted preliminary approval of the Settlement, subject to confirmation at
the Settlement Hearing.
THIS NOTICE IS GIVEN TO INFORM ALL CLASS MEMBERS OF THE EXISTENCE OF AND
THE PROPOSED PARTIAL SETTLEMENT OF THESE JUDICIAL PROCEEDINGS. PLEASE READ
THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS TO PARTICIPATE IN
THE SETTLEMENT ARE DESCRIBED HEREIN.
<PAGE>
PRELIMINARY STATEMENT
The above captioned actions were filed by Gerald Levine and assert
claims for money damages under the Securities Exchange Act of 1934 against
Malvy Technology, Inc. ("Malvy," the predecessor in interest to Metal
Recovery Technologies, Inc.), certain of its present or former officers and
directors and their alleged affiliates and certain stock brokerage firms
and securities advisors involved in the trading of Malvy securities. The
Complaints allege in substance that the defendants conspired to induce the
members of the Class, by means of misleading information disseminated to
the public during the Class Period, to purchase Malvy common stock and to
make such purchases for excessive prices. The information allegedly
misrepresented or not properly disclosed related in part to the status and
commercial prospects of a locking mechanism known as the Malvy Device. The
Complaints allege that defendants misrepresented the status of and
prospects of Malvy and the Malvy Device; that certain defendants and their
affiliates derived unlawful profits from sales of unregistered Malvy stock
at inflated prices; that certain stock brokers were bribed to tout Malvy
stock; and that such brokers and the firms that employed them are
responsible for the manipulation of the price of Malvy stock and liable in
damages to members of the Class. In addition, another action was filed by
certain other plaintiffs in State Court in Houston, Texas on behalf of a
proposed class of purchasers of Malvy stock. The Settlement proposed here
will have the effect of releasing your claims against the Settling
Defendants that have been asserted in that action or that could be asserted
in another action.
<PAGE>
All defendants have denied any wrongdoing and have raised various
defenses, including among other things that their disclosures were adequate
and accurate, that plaintiff did not rely upon their disclosures, and that
defendants in good faith held the views that they disseminated to the
public. No court has yet ruled on the merits of either the claims or the
defenses. Trial by jury has been demanded on behalf of the Class. A
scheduled trial date has been postponed pending proceedings regarding the
proposed settlement.
On November 26, 1996, the United States District Court for the
District of Delaware ruled that the claims which were the subject of Civil
Action No. 95-690 ("the First Action") were to be maintained as a Class
Action on behalf of all persons who purchased Malvy common stock on the
open market between October 7, 1993 and May 24, 1995 inclusive (with the
exception of the defendants, the Company's present and former officers and
directors, any entity in which any defendant has a controlling interest,
members of the families of the defendants and the legal representatives,
heirs, successors or assigns of any excepted person). The parties to the
First Action and certain parties to the second action have, after extended
negotiations, subsequently agreed to a settlement of the claims asserted
against them; and the Court on ____________, 1999 directed that this Notice
be sent to all members of the Class. The sending of this Notice is not an
expression by the Court of any opinion with respect to the likelihood of
recovery by the plaintiff or with respect to the merits of any defense
asserted by defendants. This notice is sent merely to advise you of the
pendency of the actions and the proposed settlement and the rights which
you have with respect to those matters.
<PAGE>
All defendants have denied and continue to deny each and all of the
claims and contentions alleged by the representative plaintiff on behalf of
the Class in the litigation. All defendants expressly have denied and
continue to deny all charges of wrongdoing or liability against them
arising out of any of the conduct, statements, acts or omissions alleged,
or that could have been alleged in the litigation; and all defendants have
asserted and continue to assert many defenses. All defendants also have
denied and continue to deny, inter alia, the allegations that the price of
Malvy common stock was artificially inflated by reasons of alleged
misrepresentations, nondisclosures or otherwise, or that the representative
plaintiff or any members of the Class were harmed by the conduct alleged in
the litigation. Nonetheless, certain of the defendants ("the Settling
Defendants") have concluded that the further conduct of the litigation
would be protracted and expensive, and that it is desirable that the
litigation be fully and finally settled in the manner and upon the terms
and conditions set forth in the Stipulation of Settlement ("Stipulation")
based on the uncertainty, risks, expense, inconvenience and distraction
inherent in this litigation. The Settling Defendants are Metal Recovery
Technologies, Inc., the successor in interest to Malvy, Michael Lucas, J.
Stephen Smith, Roy Pearce, William Greenwood, Michel Rabhi, Jack Alexander
and certain persons alleged to be their agents, namely, David Simpson,
Syein, Simpson & Rosen, P.A., Christopher Bateson and Ian Bertram.
On February __, 1999, plaintiff and the Settling Defendants, by their
respective counsel, entered into the Stipulation which, if approved, will
result in the dismissal of all claims of the named plaintiff and all
members of the Class against those persons, and will bar, in the future,
any claims which might have been asserted against those persons or their
affiliates in this lawsuit by members of the Class, as well as claims for
contribution against them by the non-settling defendants. The Class that
would be affected and the consideration for this dismissal is described
below.
<PAGE>
As set forth in greater detail in the Stipulation, the Settling
Defendants will pay consideration to the Class with a value in excess of
$3,250,000, comprised of $200,000 in cash and through the deposit of
20,000,000 shares of the Company's stock into an Escrow Account pursuant to
which the stock will be sold for the benefit of the Class. If the Company's
initial deposit of shares of its stock does not generate $3,250,000
additional deposits of MRTI shares will be made in an effort to generate
such proceeds. The funds obtained from the sale of the Company's stock, up
to $3,250,000, will be held for the benefit of the Class. In addition, the
Company will issue to the members of the Class warrants for the purchase of
MRTI common stock, which warrants may be exercised beginning on the later
of March 1, 2000 or the Effective Date of this settlement, at a price 20%
less than the closing bid price of the Company's stock on the preceding
day. The Company will consent to the entry of judgment to secure the
amounts due under the Settlement. Further, if less than $850,000 is
realized through the sale of MRTI stock under this agreement one year after
entry of final judgment, plaintiff will have the right to issue a notice of
default. In that event, if the default is not promptly cured, judgment will
be entered against defendants Lucas and Alexander in the amount of
$3,050,000, less any amounts realized from the sale of MRTI stock.
<PAGE>
Plaintiff's counsel have conducted a thorough investigation relating
to plaintiff's claims and the underlying events and transactions alleged in
the Complaint, including inspecting many thousands of documents produced by
defendants. Plaintiff's counsel have also made a thorough study of the
legal principles applicable to plaintiff's claims. Plaintiff desires to
settle his claims against the Settling Defendants because further
proceedings would be protracted and expensive, the ultimate outcome as to
liability and damages and the prospect for recovery is uncertain, a
substantial judgment against the corporate defendant would almost certainly
precipitate its bankruptcy, and, therefore, the interests of the plaintiff
and the Class members would best be served by settlement of this litigation
at this time. In addition, counsel for plaintiff believes that the terms of
the Settlement are fair, reasonable and adequate, and will result in
substantial and material benefits to all Class members.
NOMINEE HOLDERS
If you are or were a nominee holder of any Malvy common stock
purchased between October 7, 1993 and May 24, 1995, held in "street name"
or in your name as trustee or fiduciary, please advise Heffler, Radetich &
Saitta, C.P.A., 1515 Market Street, 8th Floor, Philadelphia, Pennsylvania
19103 in writing so an appropriate quantity of notices can be sent to you
for distribution to all beneficial owners for whom you hold or held stock
purchased in the relevant period. Each nominee may apply to plaintiff's
counsel for reimbursement of actual out-of-pocket costs reasonably incurred
in obtaining the names and addresses of beneficial purchasers and
forwarding notices to them.
<PAGE>
SETTLEMENT HEARING
Notice is hereby given, pursuant to the Court's Order of
___________________, 1999, that a Hearing will be held in Courtroom ______ of
the United States Courthouse, 844 North King Street, Wilmington, Delaware 19801,
at ______ A.M./P.M. on _______________, 1999. The purpose of this Hearing is to
determine whether the proposed settlement of the litigation as set forth in the
Stipulation of Settlement dated March ____, 1999, is fair, reasonable and
adequate, and thus whether the Settlement should be approved by the Court, and
the class action litigation dismissed as to the Settling Defendants, on the
merits and with prejudice in accordance with said Stipulation.
The Court will also consider at this Hearing the request of
counsel for plaintiff for an award of attorneys' fees and reimbursement of
expenses. Plaintiff's counsel have reserved their rights to apply to the Court
for an award of counsel fees in an amount not greater than thirty-three and
one-third percent (33-1/3%) of the total value of the Settlement Fund, in
addition to seeking reimbursement of counsel's out-of-pocket expenses, plus
interest earned on such amounts as are awarded by the Court to plaintiff's
counsel while such amounts remain in escrow prior to distribution. Plaintiff's
counsel will seek a special payment of $7,500 to plaintiff Gerald Levine, the
class representative in this action, based upon the benefit he has conferred
upon the Class. Any fees, expenses and other payments that the Court awards will
be paid solely out of the Settlement Fund. The Hearing may be adjourned by the
Court without further notice to the Class.
<PAGE>
At the Hearing, any Class members may appear in person or by
duly authorized counsel and be heard in support of, or in opposition to, the
fairness, reasonableness or adequacy of the proposed class action settlement
and/or any requested allowance of counsel fees, costs, and other payments to
class counsel or plaintiff. However, no such Class member or counsel
representing any Class Member shall be heard at the Hearing, and no paper,
brief, or evidence submitted by any such person shall be received or considered
by the Court unless such person, on or before ____________________, 1999, files
with this Court a notice of his intention to appear, a statement of the position
he will assert, and the reasons for his position, along with proof of service
(i.e., a statement that he has served by either first-class mail or in person)
of copies of such notice and papers upon:
David B. Zlotnick, Esquire
1010 Second Avenue
Suite 1750
San Diego, California 92101
Donald B. Lewis, Esquire
LAW OFFICES OF DONALD B. LEWIS
5 Cynwyd Road
Bala Cynwyd, Pennsylvania 19004
<PAGE>
Norman M. Monhait, Esquire
Rosenthal, Monhait, Gross & Goddess, P.A.
Mellon Bank Center, Suite 1401
P.O. Box 1070
Wilmington, Delaware 19899-1070
Attorneys for Plaintiff and the Class
Daniel A. Dreisbach, Esquire
Richards, Layton & Finger
One Rodney Square
Wilmington, Delaware 19801
Counsel for Certain of the Settling Defendants
SUMMARY OF THE PROPOSED SETTLEMENT
The Settlement becomes effective only upon the final order and
judgment of the Court. The proposed settlement has a total value of over Three
Million, Two Hundred Fifty Thousand Dollars ($3,250,000.00). The Stipulation of
Settlement, which details the terms of the Settlement, is on file with the Court
and is available for your inspection as described herein.
If the Stipulation is approved, the Court will enter a
judgment dismissing the class action as to the Settling Defendants, dismissing
the claims against them with prejudice and releasing and discharging the
Settling Defendants and their agents, including their accountants, attorneys,
insurers, reinsurers, underwriters and trustees, from all claims which were or
could have been asserted by plaintiff and the Class members in this litigation,
including all claims that have been asserted on behalf of the Class in the Texas
litigation. The effect of the dismissal of the class action is more fully set
forth in the Proof of Claim and Release, which provide that each Class member,
as part of the settlement, will give up any claim he or she may have against the
Settling Defendants and any of their agents which were alleged or could have
been alleged in this action.
<PAGE>
All members of the Class who have not previously excluded
themselves from the Class will be bound by the terms of the Settlement and
Release and any order of the Court dismissing the litigation, whether or not
they file a Proof of Claim. If you do not understand this document or its legal
consequences, it is recommended that you consult with Class Counsel or with your
own lawyer or other advisor.
DISTRIBUTION OF SETTLEMENT FUND
<PAGE>
The Net Settlement Fund is the remainder of the Settlement
Fund after deducting plaintiff's counsel fees, reimbursement of their expenses
to the extent permitted by the Court, including the costs in connection with
sending the Notice of Proposed Settlement and administering the Settlement, as
well as any payment to the named plaintiff. The Net Settlement Fund will be
distributed among Class members who file valid proofs of claim ("Authorized
Claimants"), pursuant to a formula to be approved by the Court. Plaintiff's
counsel will recommend to the Court that for those Class members who both
purchased and sold Malvy common stock during the Class Period, recognized losses
shall be computed by subtracting from the actual purchase price paid (including
commissions) the sale price received (including commissions). For those persons
who purchased Malvy common stock during the Class Period and held such stock
after May 24, 1995, the recognized loss shall be computed by subtracting from
the actual purchase price paid (excluding commissions) the sum of $__________
per share, the closing price of the stock on May 24, 1995. Plaintiff will
propose that all recognized losses shall be aggregated and that the net
settlement fund shall be distributed to all authorized claimants in proportion
to their recognized losses. Because the Settlement Fund may be funded over a
period of months or years, it is not anticipated that a distribution will be
made until it becomes economically beneficial to do so. In addition, there are a
number of conditions to the Settlement's becoming effective, which may delay any
distribution to Class Members.
PROOFS OF CLAIM
Each Class member who desires to assert a claim for payment
from the Net Settlement Fund must submit a completed, signed Proof of Claim and
Release ("Proof of Claim"), a copy of which is enclosed with this Notice,
supported by the documents described in the Proof of Claim. The Proof of Claim
must be submitted as described below to:
Malvy Securities Litigation
Post Office Box _____
Philadelphia, Pennsylvania 191____
ALL PROOFS OF CLAIM MUST BE POSTMARKED OR OTHERWISE SUBMITTED
BY SEPTEMBER 30, 1999. Any Class member who fails to submit a valid and timely
Proof of Claim shall not receive any portion of the Net Settlement Fund, but
will be bound by all of the terms of the Settlement and of any judgment or other
order entered in this Action (unless such person has previously requested
exclusion from the Class). A Proof of Claim shall be deemed to have been
submitted at the time it is actually received at the address designated above.
Submission of a Proof of Claim is not a waiver of any rights with respect to the
Settlement, including the right to object to the Settlement.
<PAGE>
If you submit a Proof of Claim, counsel for the parties are
entitled to make an inquiry to ensure that you are a Class member and are
entitled to a portion of the Net Settlement Fund and to confirm the amount of
your claim by using the discovery procedures provided by the Federal Rules of
Civil Procedure. By submitting a Proof of Claim, you are agreeing that the
United States District Court for the District of Delaware has jurisdiction with
respect to your claim.
Each Proof of Claim shall be reviewed by plaintiff's counsel
or their agents, who shall determine in accordance with the Stipulation and the
Order for Notice of Class Action Settlement Hearing the extent, if any, to which
each Proof of Claim shall be allowed, subject to review by the Court. Failure to
provide the information required in the Proof of Claim may result in its
rejection.
EXAMINATION OF PAPERS
The foregoing is only a summary of the circumstances
surrounding the litigation, the claims and defenses asserted, the Settlement,
and the matters related thereto. For more detailed information you may inspect
the Stipulation of Settlement and the Complaints and Answers and other pleadings
on file in this litigation, which may be inspected during regular business hours
at the office of the Clerk of Court, United States District Court for the
District of Delaware, 844 North King Street, Wilmington, Delaware 19801, or upon
reasonable advance request, through plaintiff's counsel, Donald B. Lewis,
Esquire, 5 Cynwyd Road, Bala Cynwyd, Pennsylvania 19004; David B. Zlotnick,
Esquire, 1010 Second Avenue, Suite 1750, San Diego, California 92101; or Norman
M. Monhait, Esquire, Rosenthal, Monhait, Gross & Goddess, P.A., Mellon Bank
Center, Suite 1401, P.O. Box 1070, Wilmington, Delaware 19899-1070. If you have
any questions with respect to this Notice, the Proof of Claim or the lawsuit
generally, you should raise them with your own attorney or advisor, or direct
them in writing to plaintiff's counsel at the above address. Do not address
questions to the Court or the Clerk.
<PAGE>
Dated: March , 1999
/s/
Clerk of the Court
United States District Court
for the District of Delaware
<PAGE>
PROOF OF CLAIM AND RELEASE
PURSUANT TO THE ORDER OF THE COURT ENTERED __________, TO BE
ENTITLED TO RECEIVE ANY PAYMENT IN CONNECTION WITH THE CLASS ACTION SETTLEMENT,
YOU MUST MAIL THIS PROOF OF CLAIM WITH SUPPORTING DOCUMENTS SO THAT IT IS
RECEIVED ON OR BEFORE SEPTEMBER 30, 1999 TO:
Malvy Securities Litigation
Post Office Box _____
Philadelphia, Pennsylvania 191____
NO CLAIM RECEIVED AFTER SEPTEMBER 30, 1999 WILL ENTITLE YOU TO
RECEIVE ANY MONEY IN THE SETTLEMENT OF THIS ACTION. A PROOF OF CLAIM SHALL BE
DEEMED SUBMITTED ON THE DATE RECEIVED AT THE ABOVE POST OFFICE BOX.
TO BE ELIGIBLE TO SHARE IN THE CLASS ACTION NET SETTLEMENT
FUND, YOU MUST HAVE PURCHASED SHARES OF THE COMMON STOCK OF MALVY TECHNOLOGY,
INC. ON THE OPEN MARKET DURING THE PERIOD OCTOBER 7, 1993 THROUGH AND INCLUDING
MAY 24, 1995. YOU ARE NOT ELIGIBLE TO PARTICIPATE AS A CLASS MEMBER IF YOU HAVE
EXCLUDED YOURSELF FROM THE CLASS OR IF YOU ARE A DEFENDANT, A PAST OR PRESENT
OFFICER OF MALVY, AN ENTITY IN WHICH ANY DEFENDANT HAS A CONTROLLING INTEREST, A
MEMBER OF THE IMMEDIATE FAMILY OF ANY OF THE DEFENDANTS OR LEGAL REPRESENTATIVE,
HEIR, SUCCESSOR OR ASSIGN OF ANY OF THE FOREGOING.
I. [Check appropriate lines and fill in applicable blanks.]
_______ A. INDIVIDUAL CLAIMANT: I am a claimant acting in my own interest.
_______ B. JOINT CLAIMANT: We are claimants acting jointly.
<PAGE>
_______ C. CORPORATE CLAIMANT: I am _______________ of
_____________________________ whose business address is
_____________________________; I am authorized to make this claim on behalf
of the corporation.
_______ D. PARTNERSHIP CLAIMANT: I am a general partner of
__________________________, a partnership, whose business address is
______________________________; I am authorized to make this claim on
behalf of the partnership.
_______ E. DECEDENT'S ESTATE CLAIMANT: I (we) am (are) the executor(s) of the
Estate of ______________________ (deceased), and my (our) mailing address
is _____________________. [Executors and Administrators must annex copies
of currently effective Letters Testamentary of an appropriate court showing
their authority to act as such.]
_______ F. CUSTODIAL CLAIMANT: I, _____________ am the custodian for
____________________, whose mailing address is
_____________________________________
------------------------------------------------.
<PAGE>
_______ G. NOMINEE, AGENT OR ATTORNEY CLAIMANT: I, __________, am nominee, agent
or attorney [delete two] on behalf of _________________________, whose
address is __________________________. [An appropriate power of attorney or
other proof of authority must be submitted with this Proof of Claim.]
_______ H. GUARDIAN CLAIMANT: I (we) am (are) the guardian(s) for
_____________________, an incompetent, or minor whose address is
_________________________________. [Guardians must annex copies of
currently effective orders of an appropriate court showing their authority
to act as such.]
_______ I. IRA, KEOGH or OTHER RETIREMENT PLAN CLAIMANT: I (we) am (are) the
trustee(s) for the _____________ Plan, whose address is
___________________________. I (we) am (are) authorized to make this claim
on behalf of the ____________________ Plan.
II. [Check appropriate line and fill in applicable blanks.]
_______ A. Record and Beneficial Owner(s): Claimant was or is the record and
beneficial holder of shares of Malvy Technology, Inc. common stock
purchased during the Class Period which were, to Claimant's knowledge,
registered in Claimant's name.
_______ B. Beneficial Owner(s) Only:
<PAGE>
Claimant was or is the beneficial but not record owner of shares of Malvy
Technology, Inc. common stock purchased during the Class Period which were
registered in the name of _______________________, whose address is
________________________________
-------------------------------------------------.
(If your shares were purchased in your own name, check item A. If your
securities were purchased in street name (that is, in the name of a
brokerage firm or other person acting on your behalf), check item B.
Identify in the following space the brokerage firm(s) through which you
purchased Malvy Technology, Inc. stock during the Class Period:
______________________________
------------------------------------------------------------------.
III. I HEREBY STATE, UNDER PENALTIES OF PERJURY, THAT I AM A CLASS
MEMBER AS DEFINED ABOVE.
<PAGE>
IV. CLAIMANT AGREES THAT IF THE SETTLEMENT IS APPROVED BY THE COURT,
ALL OF HIS OR HER CLAIMS THAT WERE ASSERTED OR THAT COULD HAVE BEEN ASSERTED IN
THIS LITIGATION AGAINST THE SETTLING DEFENDANTS BASED ON THE PURCHASE OF MALVY
TECHNOLOGY, INC. COMMON STOCK DURING THE CLASS PERIOD WILL BE EXTINGUISHED
FOREVER, SUBJECT ONLY TO RECEIPT BY CLAIMANT OF ANY PAYMENT DUE, IF ANY, UNDER
THE AFORESAID SETTLEMENT, EXCEPT AS OTHERWISE PROVIDED IN THE STIPULATION OF
SETTLEMENT. CLAIMANT'S SIGNATURE(S) ON THIS PROOF OF CLAIM FORM CONSTITUTES A
FULL, FINAL AND COMPLETE DISCHARGE, DISMISSAL WITH PREJUDICE, SETTLEMENT AND
RELEASE OF, AND AN INJUNCTION BARRING, ALL CLAIMS, RIGHTS, DEMANDS, ACTIONS,
CAUSES OF ACTION, SUITS, DAMAGES, LOSSES, OBLIGATIONS, MATTERS AND ISSUES,
WHETHER KNOWN OR UNKNOWN, ASSERTED OR UNASSERTED, CONTINGENT OR ABSOLUTE,
SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED, HIDDEN OR CONCEALED,
MATERIAL OR IMMATERIAL, WHICH HAVE BEEN, COULD HAVE BEEN, OR IN THE FUTURE CAN
OR MIGHT BE ASSERTED IN THE ACTIONS, SPECIFICALLY INCLUDING THE TEXAS STATE
COURT ACTION, OR IN ANY COURT OR PROCEEDING, BE IT FEDERAL, STATE OR
GOVERNMENTAL/REGULATORY AGENCY OR AUTHORITY (INCLUDING WITHOUT LIMITATION, ANY
CLAIMS ARISING UNDER FEDERAL OR STATE LAW RELATING TO ALLEGED FRAUD, BREACH OF
ANY DUTY, DISCLOSURE VIOLATIONS, NEGLIGENCE OR OTHERWISE) BY OR ON BEHALF OF
PLAINTIFF, ANY CLASS MEMBER, WHETHER INDIVIDUAL, CLASS, DERIVATIVE,
REPRESENTATIVE, LEGAL, EQUITABLE OR ANY OTHER TYPE OR IN ANY OTHER CAPACITY,
WHICH HAVE ARISEN, ARISE NOW, OR HEREAFTER ARISE OUT OF OR RELATE IN ANY MANNER
WHATSOEVER, DIRECTLY OR INDIRECTLY, TO THE ALLEGATIONS, FACTS, EVENTS,
TRANSACTIONS, OCCURRENCES, ACTS, REPRESENTATIONS, MISREPRESENTATIONS, OMISSIONS,
OR ANY OTHER MATERIAL CAUSE OR THING WHATSOEVER, OR ANY SERIES THEREOF,
INVOLVED, EMBRACED, SET FORTH, REFERENCED IN OR OTHERWISE RELATED IN ANY WAY,
DIRECTLY OR INDIRECTLY, TO ANY ALLEGATION OF FACT OR LAW IN THE ACTIONS
INCLUDING, WITHOUT LIMITATION, ALL CLAIMS FOR CONTRIBUTION ARISING OUT OF THE
ACTIONS (COLLECTIVELY, THE "SETTLED CLAIMS" OR "CLAIMS") AGAINST ANY OF THE
SETTLING DEFENDANTS IN THE ACTIONS, THOSE ENTITIES LISTED ON EXHIBIT A HERETO,
ALCARIA INVESTMENTS LIMITED, ANTHEMIS, LTD., JEPHERSON LIMITED, PLENBRICK, LTD.,
SOVEREIGN TRUST SERVICES LIMITED AND SUNDORNE HOLDINGS LIMITED, THEIR FAMILIES,
PARENT ENTITIES, AFFILIATES, ASSOCIATES OR SUBSIDIARIES AND EACH OF THEIR
RESPECTIVE PRESENT OR FORMER OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, ATTORNEYS
(INCLUDING, WITHOUT LIMITATION, STEIN, SIMPSON & ROSEN AND HOLTZMANN, WISE &
SHEPHERD, AND THE RESPECTIVE MEMBERS AND EMPLOYEES OF THOSE FIRMS),
REPRESENTATIVES, ADVISORS, INVESTMENT ADVISORS, INVESTMENT BANKERS, COMMERCIAL
BANKERS, FINANCIAL ADVISORS, TRUSTEES, GENERAL AND LIMITED PARTNERS AND
PARTNERSHIPS, HEIRS, EXECUTORS, PERSONAL REPRESENTATIVES, ESTATES,
ADMINISTRATORS, PREDECESSORS, SUCCESSORS, ASSIGNS AND ANY OTHER PERSON OR ENTITY
ACTING FOR OR ON THEIR BEHALF (COLLECTIVELY THE "RELEASED PARTIES").
NOTWITHSTANDING THE ABOVE, WITH RESPECT TO THE ENTITIES LISTED ON EXHIBIT A
ONLY, THE PLAINTIFF AND THE CLASS WILL RELEASE ANY AND ALL SETTLED CLAIMS
AGAINST THOSE ENTITIES BUT EXPRESSLY DO NOT RELEASE ANY CLAIMS FOR CONTRIBUTION
THAT MAY BE BROUGHT BY OTHER PARTIES AGAINST THEM IN THE SECOND ACTION OR ANY
OTHER ACTION OR AGREE TO ANY REDUCTION IN JUDGMENT THAT THEY MAY OBTAIN AGAINST
NON-RELEASED PARTIES.
NOTWITHSTANDING THE FOREGOING, THE FOLLOWING PERSONS AND
ENTITIES ARE NOT RELEASED HEREUNDER: ALL REGISTERED BROKER/DEALERS, AND THEIR
REGISTERED REPRESENTATIVES AND TRADERS, WHICH PARTICIPATED IN THE TRADING OF
MALVY SECURITIES DURING THE CLASS PERIOD AND THE OFFICERS AND OWNERS OF THOSE
ENTITIES, SINENVEST LIMITED CORP., BONDLUMI INVESTMENTS LIMITED, GARY SALTER,
CORPORATE ASSET MANAGEMENT, SGA GOLDSTAR RESEARCH, INC.
AND ITS OFFICERS AND DIRECTORS, AND DAN DORFMAN.
ALL OF THE INFORMATION REQUESTED ABOVE AND BELOW, INCLUDING
YOUR SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER, IS REQUIRED TO PROCESS YOUR
CLAIM. ANY REQUIRED INFORMATION THAT IS OMITTED OR SET FORTH INCORRECTLY WILL
SUBJECT YOUR CLAIM TO REJECTION. FAILURE TO ATTACH THE DOCUMENTS REQUIRED TO
PROVE YOUR CLAIM OR TO LIST ALL APPLICABLE PURCHASES AND SALES MAY PREVENT YOU
FROM RECEIVING ANY DISTRIBUTION UNDER THE SETTLEMENT.
<PAGE>
ALL SPACES APPLICABLE TO YOUR CLAIM MUST BE COMPLETED. PLEASE PRINT CLEARLY
IN INK IN BLOCK LETTERS.
Name ___________________________________________________________
Name ___________________________________________________________
Street and Number ______________________________________________
Other Address Information ______________________________________
City ____________________ State ________________ Zip Code ______
Social Security No. or other
Federal Tax Identification No. _________________________________
<PAGE>
V. By submitting a Claim, Claimant states under oath and in recognition
that a false statement may be regarded as perjury, that he or she: (1) is a
member of the Class defined in the Notice of Proposed Settlement or is duly
acting for such a person; has read and understands the contents of the Notice;
agrees to be bound by its terms, and understands the consequence of submitting a
proof of claim; (2) has not filed a Request for Exclusion, seeking to be
excluded from the Class; (3) has submitted all of the requested transaction
information required hereby; (4) has submitted all of the documents requested in
connection with this proof of claim without any alteration or modification
thereof; and (5) is not himself one of Malvy's present or former officers and
directors, an entity in which a defendant has a controlling interest, a member
of any of the defendants' immediate families or the legal representative, heir,
successor or assign of any of the foregoing excepted persons.
VI. Claimant has signed the Proof of Claim and has enclosed
satisfactory proof confirming that he purchased and sold shares at the
applicable times, such as a confirmation slip or other brokerage account
statement reflecting the purchase and/or sales. YOUR CLAIM MAY BE DISALLOWED
UNLESS SUCH DOCUMENTS ARE ENCLOSED OR UNLESS OTHER SATISFACTORY PROOF OF
PURCHASE AND SALE IS PROVIDED.
VII. I certify that I held __________ shares of Malvy Technology, Inc.
common stock as of the close of business on October 6, 1993 and that the
following information concerning my transactions in Malvy Technology, Inc.
common stock is true and correct:
<PAGE>
PURCHASE(S) OF MALVY TECHNOLOGY, INC.
COMMON STOCK DURING THE CLASS PERIOD
<PAGE>
Date of Purchase
- ------------------
- ------------------
- ------------------
- ------------------
Quantity
- ------------------
- ------------------
- ------------------
- ------------------
Purchase Price,
Including Commissions
- ------------------
- ------------------
- ------------------
- ------------------
<PAGE>
SALE(S) OF MALVY TECHNOLOGY, INC. COMMON STOCK
THAT WAS PURCHASED DURING THE CLASS PERIOD
Note:for persons who purchased Malvy on multiple occasions, in determining
which shares of stock were sold during the Class Period the first-in,
first-out method must be applied.
<PAGE>
Date of Sale
- ------------------
- ------------------
- ------------------
- ------------------
Quantity
- ------------------
- ------------------
- ------------------
- ------------------
Purchase Price,
Including Commissions
- ------------------
- ------------------
- ------------------
- ------------------
<PAGE>
PRESENT HOLDINGS OF MALVY TECHNOLOGY, INC.
COMMON STOCK PURCHASED DURING THE CLASS PERIOD
I certify that I continue to hold ________ shares of Malvy common stock
that I purchased during the Class Period.
<PAGE>
Under penalty of perjury, I (we) state that the information contained in
this Proof of Claim is true and correct.
Dated: ____________________ _____________________________
- -----------------------------
Signature(s) of Claimants(s)
(If this claim is being made on behalf of joint
claimants, both must sign)
- -----------------------------
- -----------------------------
Telephone number(s) where Claimant(s) can be
reached for clarification of claim
<PAGE>
SUBSTITUTE FORM W-9
Request for Taxpayer Identification Number
IN ORDER TO RECEIVE ANY MONEY YOU MUST ENTER YOUR TAXPAYER'S
IDENTIFICATION NUMBER AND SIGNATURE BELOW IN THE APPROPRIATE PLACES.
For most individual taxpayers, this is your social security number.
- ----------------------------- -------------------------------
/Social Security Number /Employer Identification Number
/ /
/ /
/-- -- ----- ----- -- -- -- /-- -- - -- -- -- -- -- -- --
Please print here the name of the taxpayer whose identification number is
written above: -------------------------------------.
I am NOT subject to backup withholding under the provisions of Section 340
(a)(1)(c) of the Internal Revenue Code. UNDER THE PENALTIES OF PERJURY, I
CERTIFY THAT ALL OF THE INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND
COMPLETE.
(If this claim is being
made on behalf of Joint
Claimants, each must sign.)
(Signature) ____________________________________
(Signature) ____________________________________
Date: ______________________________
<PAGE>
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF DELAWARE
GERALD LEVINE, individually and :
on behalf of all others similarly :
situated, :
:
Plaintiff, :
:
vs. : CIVIL ACTION
: NO. 95-690 JJF
METAL RECOVERY TECHNOLOGIES, INC., :
formerly known as :
MALVY TECHNOLOGY, INC., :
J. STEPHEN SMITH, ROY PEARCE, :
WILLIAM M. GREENWOOD, and :
MICHAEL LUCAS, :
:
Defendants. :
:
- ------------------------------------------------------------------
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF DELAWARE
GERALD LEVINE, individually and :
on behalf of all others similarly :
situated, :
Plaintiff, :
:
vs. : CIVIL ACTION
: NO. 96-525 JJF
METAL RECOVERY TECHNOLOGIES, INC., :
et al. :
:
Defendants. :
:
- ------------------------------------------------------------------
ORDER PRELIMINARILY APPROVING SETTLEMENT AND FOR
NOTICE OF CLASS ACTION SETTLEMENT HEARING
Upon reviewing the Stipulation of Settlement dated March ___,
1999 (the "Stipulation") executed by the attorneys for the settling parties, and
upon all prior proceedings had herein, this Court having previously determined
on November 26, 1996 that Civil Action No. 95-690 should proceed as a class
action
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on behalf of a class consisting of all persons who purchased the common stock of
Malvy Technology, Inc. on the open market during the period from October 7, 1993
through and including May 24, 1995, with the exception of defendants, their
affiliates, members of the families of the individual defendants, any entity in
which any of the defendants has a controlling interest, and the legal
representatives, heirs, successors or assigns of any of the foregoing excepted
persons ("the Class"), and it appearing that all defendants in Civil Action No.
95-690 and certain defendants in No. 96-525, as well as potential defendants in
these cases (namely, defendants Metal Recovery Technologies, Inc., Michael
Lucas, J. Stephen Smith, Roy Pearce, William Greenwood, Michel Rabhi, Jack
Alexander and certain persons alleged to be their agents, namely, David Simpson,
Stein, Simpson & Rosen, P.A., Christopher Bateson and Ian Bertram, hereafter
"the Settling Defendants") have now agreed to the settlement and dismissal of
the Action upon the terms set forth in the Stipulation and that a hearing on the
Stipulation and the proposed settlement is necessary:
Upon the application of the plaintiff, IT IS HEREBY ORDERED this ______ day
of _______________, 1999:
I. This Court preliminarily approves the Stipulation and the settlement
described therein as being fair, reasonable and adequate to the Class, subject
to further consideration at or after the hearing scheduled below.
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1. Pursuant to Rules 23(a) and (b)(3) of the Federal Rules of
Civil Procedure, for purposes of the proposed settlement only, the Court hereby
conditionally certifies the claims against the Settling Defendants in Civil
Action No. 96-525 for class action treatment, on behalf of a class consisting of
all persons who purchased the securities of Malvy Technology, Inc. on the open
market during the period October 7, 1993 through and including May 24, 1995,
excluding defendants, their affiliates, members of the families of the
individual defendants, any entity in which any of the defendants has a
controlling interest, and the legal representatives, heirs, successors or
assigns of any of the foregoing excepted persons ("the Settlement Class"). In
that regard, the Court finds, but without prejudice to the rights of the
non-settling defendants to a de novo hearing on these issues, as follows:
(a) the Class appears to consist of over 1,000 persons and is so numerous
that joinder of all its members is impracticable;
(b) there are questions of law and fact common to the Class;
(c) the claims of the representative plaintiff are typical of the claims
of the Class;
(d) the representative plaintiff will fairly and adequately protect the
interests of the Class;
(e) the common questions of law and fact predominate over questions
affecting individual members of the Class; and
(f) a class action is superior to other available methods for the fair and
efficient adjudication of this controversy.
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2. Pending final determination as to whether the settlement
set forth in the Stipulation should be approved, each Class member, including
the representative plaintiff, is barred from asserting or prosecuting in any
forum, any claim or cause of action which has been, can be or hereafter could be
asserted against the Settling Defendants arising from, relating to, or in
consequence of (a) the purchase, sale, trading or ownership of Malvy shares; (b)
all other matters which have been or might have been asserted by the plaintiff
and/or the Class against any of the Settling Defendants in this action. All
claims asserted in the Complaints in the above actions against the Settling
Defendants are conditionally dismissed, with prejudice, said dismissal and bar
being conditional upon Final Approval of the Stipulation, entry of Final
Judgment and occurrence of the Effective Date pursuant to the terms of the
Stipulation.
3. Pending final determination as to whether the settlement
set forth in the Stipulation should be approved, all the non-settling defendants
and their successors in interest and assigns are barred from asserting or
maintaining in any forum any cross-claim, including a cross-claim for
contribution, against the Settling Defendants. The Court or the jury in this
action shall determine the proportional fault, if any, of the Settling
Defendants if and when the claims against the non-settling defendants are tried,
and the plaintiff and/or the Class shall be precluded from recovering from the
non-settling defendants a greater share of any damages awarded than their
respective proportions of fault. Except as otherwise provided in the
Stipulation, any judgment in favor of plaintiff and/or the Class members against
the non-settling defendants will reflect the limitations on recovery provided in
the preceding sentence. Said bar is conditioned upon entry of final judgment and
occurrence of the Effective Date pursuant to the terms of the Stipulation; if
the Court does not finally approve the Settlement in substantial conformity with
the Stipulation, including but not limited to the provisions of Paragraph 7 of
the Stipulation, the Stipulation shall be deemed to be null and void ab initio,
except that the provisions of Paragraph 9 of the Stipulation shall be
applicable.
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4. Within thirty (30) days of the date hereof ("the Mailing
Date"), plaintiff shall, at his expense, cause a notice in the form attached as
Exhibit A hereto ("the Notice") to be reproduced and mailed to each person known
or believed to be a member of the Class certified by the Court by first-class
mail, postage prepaid.
5. Within thirty (30) days of the mailing date referred to
above, plaintiff shall cause a summary notice in the form attached as Exhibit B
hereto to be published in the national edition of the Wall Street Journal.
7. Plaintiff's counsel shall file with the Court an Affidavit
of Mailing within ten (10) days of the mailing date referred to in paragraph 5
above.
8. Any Class member desiring to participate in the Settlement
Fund shall submit a completed, signed Proof of Claim and release, in the form
set forth in Exhibit A, postmarked or otherwise submitted by
____________________, 1999, to a post office box to be established and
maintained by plaintiff's counsel in Philadelphia, Pennsylvania.
9. Any Class member wishing exclusion from the Class must
direct a written request for exclusion to the post office box to be maintained
by counsel for plaintiff, postmarked no later than sixty (60) days from the
Mailing Date, which date shall be inserted in the printed form of notice. Any
Class member who does not so request exclusion by such date shall be included
within the Class. A request for exclusion must state the name and address of the
requestor and must identify by date, number of shares and prices all
transactions by such person in Malvy stock during the Class Period. On or before
eighty (80) days from the Mailing Date, plaintiff shall file with the Court a
list of the names and addresses of the Class members who have requested
exclusion, and shall provide Settling Defendants' counsel with copies of all
exclusion requests.
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10. Notice given in the form and manner provided herein is
hereby found to be due, adequate and sufficient notice, and the best notice
practicable under the circumstances, and shall constitute the notice required by
Rule 23 of the Federal Rules of Civil Procedure.
11. The costs of the notice required by paragraphs 6 and 7
above, as well as the costs of the prior notice disseminated in Civil Action No.
95-690, may be paid from the Settlement Fund as provided in the Stipulation,
without further Court approval.
12. A hearing shall be held before the undersigned at _______
A.M. on ________________, 1999, in Courtroom _____, United States Courthouse,
844 North King Street, Wilmington, Delaware 19801, on the fairness,
reasonableness and adequacy of the proposed settlement and dismissal of this
action, and the request for allowance of plaintiff's attorneys' fees, costs, and
disbursements and an award to the named plaintiff.
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13. Any member of the Class who has not previously requested
exclusion from the Class may appear at such hearing in person or by counsel and
be heard in support of, or in opposition to, the fairness, reasonableness and
adequacy of the proposed settlement and/or the requested allowance of
plaintiff's attorneys' fees, costs and disbursements or other payments to the
named plaintiff; provided, however, that no person shall be heard in opposition
to the proposed settlement, or the requested allowance of plaintiff's attorneys'
fees, costs and disbursements or payments to the named plaintiff, and no paper
or brief submitted by any such person shall be received or considered by the
Court unless, not less than ten (10) days prior to the date of hearing, such
person shall file with the Clerk of this Court a notice of his intention to
appear, a statement of the position which such person intends to assert and
copies of all documents to be submitted in support thereof, along with proof of
service (i.e., a statement that he has served by either first-class mail or in
person) of copies of such notice and papers upon each of the following: David B.
Zlotnick, 1010 Second Avenue, Suite 1750, San Diego, California 92131, Donald B.
Lewis, Esquire, 5 Cynwyd Road, Bala Cynwyd, Pennsylvania 19004, Norman M.
Monhait, Esquire, Rosenthal, Monhait, Gross & Goddess, P.A., Mellon Bank Center,
Suite 1401, P.O. Box 1070, Wilmington, Delaware 19899-1070, counsel for
plaintiff and the Class, and Daniel A. Dreisbach, Esquire, Richards, Layton &
Finger, One Rodney Square, Wilmington, Delaware 19801, counsel for certain of
the settling defendants. The parties shall be afforded the opportunity to
respond in writing to any such submissions to the Court.
14. The plaintiff and defendants are hereby directed to file
any briefs and other papers in support of the settlement not less than twenty
(20) days prior to the date of hearing.
15. Plaintiff's attorneys are hereby directed to file and
serve their application for an allowance of attorney's fees, costs and
disbursements and any requested award to the named plaintiff at or before the
time of filing of plaintiff's briefs in support of the settlement.
16. The Court reserves the right to continue or adjourn the
date of the settlement hearing and any adjournment thereof without further
notice to the members of the Class, and retains jurisdiction to consider all
further applications arising out of or connected with the proposed settlement.
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17. If the settlement is terminated for any reason, the
settlement and all proceedings had in connection therewith shall be without
prejudice to the status quo ante rights of the parties to the action, except as
specifically provided in the Stipulation, and all Orders issued pursuant to the
settlement shall be vacated. In such an event, the settlement and all
negotiations concerning it shall not be admissible for any purpose whatsoever.
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Joseph J. Farnan
U.S. District Judge
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EXHIBIT "D"
ALCARIA INVESTMENTS LIMITED
ANDERSON ENTERPRISES LIMITED
ANTHEMIS, LIMITED
ASIAN HOLDINGS LIMITED
BILSDALE LIMITED
CARMAY INVESTMENTS LIMITED
CATSBURY ENTERPRISES, INC.
CAVALIER INTERNATIONAL HOLDING LIMITED
CHEPSTAW ASSOCIATES S.A.
CLEARWATER ENTERPRISES LIMITED
COLLETT LIMITED
CONTACT LIMITED
DANCIA LIMITED
DE VERE LIMITED
HANIFEN LIMITED
HILLHEAD ENTERPRISES LIMITED
INCA GEST LIMITED
JEPHERSON LIMITED
JOWETT LIMITED
LAMBERT LIMITED
LINACRE INVESTMENTS LIMITED
LUXMOOR HOLDINGS LIMITED
MALTRAVERS LIMITED
MANZUR BEYTS
MARLBOROUGH HOUSE INVESTMENTS LIMITED
MARWELL INVESTMENTS LIMITED
MONARCH ASSET MANAGEMENT LIMITED
ORIENT INVESTMENT TRUST LIMITED
ORMSBY LIMITED
OSBOURNE, LTD.
PEBBLE FINANCE S.A.
PEGASUS NOMINEES LIMITED
PLENBRICK, LIMITED
PROFILE TRADING LIMITED
SAXBY
SOCIETE INVESTISSEMENT FIDUCAIRE OCCIDENTAL
SOVEREIGN PORTFOLIO MANAGEMENT LIMITED
SOVEREIGN TRUST SERVICES LIMITED
STROUD PROPERTIES LIMITED
SUNDORNE HOLDINGS LIMITED
TECTO LIMITED
TRENTVIEW INVESTMENTS, S.A.
VAUGHAN INVESTMENTS, LTD.
W.E.W. HOLDINGS (HK) LIMITED
WHITE DOVER LIMITED
WOOLCOTT ENTERPRISES LIMITED
WORLD PUBLISHING
