HomeMy WebLinkAbout04-4263
THOMAS C. CRABTREE,
G. DOUGLAS ROHRBAUGH, and
CRABTREE ROHRBAUGH &
ASSOCIATES,
Plaintiffs,
V.
CARL J. DAVIS, TODD N. STAGER,
MARK KUROWSKI, JAMES S.
BRIDGES, and CEDG, INC.,
Defendants.
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
No. nit - Z/.? 3
(flu t1 ,SA- 1
CIVIL ACTION
NOTICE
YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claims
set forth in the following pages, you must take action within twenty (20) days after this
Complaint and Notice are served, by entering a written appearance personally or by
attorney and filing in writing with the Court your defenses or objections to the claims set
forth against you. You are warned that if you fail to do so the case may proceed without
you and a judgment may be entered against you by the court without further notice for
any money claimed in the Complaint or for any other claim or relief requested by the
Plaintiff. You may lose money or property or other rights important to you.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO
NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE
OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP.
COURT ADMINISTRATOR
Cumberland County Courthouse
1 Courthouse Square - 4th Floor
Carlisle, PA 17013
(717) 240-6200
NOTICIA
Le han demandado a usted en la corte. Si usted quiere defenderse de estas
demandas expuestas en las paginas siguientes, usted tiene viente (20) dias de plazo al
partir de la fecha de la demanda y la notificacion. Usted debe presentar una apariencia
escrita o an persona o por abogado y archivar en la corte en forma escrita sus defenses
o sus objeciones a las demandas an contra de su persona. Sea avisado qua si usted
no se defiende, la corte tomara medidas y puede entrar una Orden contra usted sin
previo aviso notificacion y por cualquier queja o alivio que es pedido en la peticion de
demanda. Usted puede perder dinero o sus propiedades o otros derechos importantes
para usted.
LLEVE ESTA DEMANDA A UN ABODAGO IMMEDIATAMENTE. SI NO TIENE
ABOGADO 0 SI NO TIENE EL DINERO SOFICIENTE DE PAGAR TAL SERVICIO,
VAYA EN PERSONA O LLAME POR TELEFONO A LA OFICINA CUYA DIRECCION
SE ENCUENTRA ESCRITA ABAJO PARA AVERIGUAR DONDE SE PUEDE
CONSEGUIR ASISTENCIA LEGAL.
COURT ADMINISTRATOR
Cumberland County Courthouse
1 Courthouse Square - 4th Floor
Carlisle, PA 17013
(717) 240-6200
McNEES WALLACE & NURICK LLC
By AM
Alan R. Boynt Jr.
Attorney I.D. o. 39850
100 Pine Street
Harrisburg, PA 17108-1166
(717) 232-8000
Attorneys for Plaintiff
Dated: August 25, 2004
THOMAS C. CRABTREE,
G. DOUGLAS ROHRBAUGH, and
CRABTREE ROHRBAUGH &
ASSOCIATES,
Plaintiffs,
V.
CARL J. DAVIS, TODD N. STAGER,
MARK KUROWSKI, JAMES S.
BRIDGES, and CEDG, INC.,
Defendants.
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
No. nL4 -- ?4;W 3
CIVIL ACTION
COMPLAINT
AND NOW COME Plaintiffs Thomas C. Crabtree, G. Douglas Rohrbaugh and
Crabtree Rohrbaugh & Associates, by their attorneys, McNees Wallace & Nurick LLC,
and make the following Complaint against Defendants Carl J. Davis, Todd Stager, Mark
Kurowski, James Bridges and CEDG, Inc.:
A. PARTIES
1. Plaintiff Thomas C. Crabtree is an adult individual currently residing at 5
Sarah Drive, Dover, Pennsylvania 17315.
2. Plaintiff G. Douglas Rohrbaugh is an adult individual currently residing at
180 Locust Lane, Dillsburg, Pennsylvania 17019.
3. Plaintiff Crabtree Rohrbaugh & Associates, Inc. ("CRA"), is a
Pennsylvania corporation with its principal place of business at 401 E. Winding Hill
Road, Mechanicsburg, Cumberland County, Pennsylvania.
4. Defendant Carl J. Davis is an adult individual currently residing at 120
Locust Lane, Dillsburg, Pennsylvania 17018.
5. Defendant Todd N. Stager is an adult individual currently residing at 108
Reed Drive, Marysville, Pennsylvania 17053.
6. Defendant Mark Kurowski is an adult individual currently residing at 226
Herr Street, Harrisburg, Pennsylvania 17102.
7. Defendant James S. Bridges is an adult individual currently residing at 331
Oak Flat Road, Newville, Pennsylvania 17241.
8. Defendant CEDG, Inc. ("CEDG II"), is a Pennsylvania corporation having,
until April, 2004, its principal place of business at 5010 Ritter Road, Suite 111,
Mechanicsburg, Pennsylvania 17055, and currently having its principal place of
business at 5000 Ritter Road, Suite 203, Mechanicsburg, Pennsylvania 17055.
9. CEDG II is engaged in the business of providing professional design
engineering services.
10. The individual Defendants are all shareholders of CEDG II and are the
sole shareholders of that corporation.
B. FACTUAL BACKGROUND
CEDG I.
11. The individual Plaintiffs and the individual Defendants are all shareholders
of a corporation known as Civil and Environmental Design Group, Inc. ("CEDG I").
12. CEDG I is a Pennsylvania corporation having its principal place of
business at 5010 Ritter Road, Suite 111, Mechanicsburg, Cumberland County,
Pennsylvania, 17055.
13. CEDG I, as with CEDG II, is engaged in the business of providing
professional design engineering services.
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14. Articles of Incorporation for CEDG I were signed on September 9, 1999
and filed with the Commonwealth of Pennsylvania on September 13, 1999.
15. On October 29, 1999, Defendant Todd Stager was appointed to serve as
President, Secretary and Treasurer of CEDG I, and was issued 40,000 shares of CEDG
I stock.
16. On December 9, 1999, Defendant James S. Bridges was elected Vice-
President and Treasurer of CEDG I and issued 40,000 shares of CEDG I stock.
17. Also on December 9, 1999, Stager was elected to a three year term to the
CEDG I Board of Directors and Bridges elected to a two year term.
18. Also on December 9, 1999, Defendants Stager and Bridges entered into a
Corporation Stock Agreement Cross-Purchase and Redemption Agreement Among
Shareholders.
19. Also on December 9, 1999, the CEDG I Board of Directors voted to
increase the number of authorized shares of CEDG I to 320,000.
20. On January 10, 2000, CEDG I filed an amendment to its Articles of
Incorporation with the Pennsylvania Department of State. The amendment confirmed
the increase of the number of authorized shares of CEDG I from 200,000 to 320,000.
21. Subsequent to January, 2000, the individual Plaintiffs agreed to invest in
CEDG I and each individual Plaintiff acquired 64,000 shares of CEDG I stock.
22. At present, the individual Plaintiffs ("Minority Shareholders") each own
64,000 shares, or 20%a of the outstanding stock, of CEDG I. Together, they own
128,000 shares, or 40% of the issued outstanding stock, of CEDG I.
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23. Subsequent to January, 2000, Defendants Davis and Kurowski purchased
stock of CEDG I.
24. At present, Defendant Davis owns 64,000 shares, or 20% of the
outstanding stock, of CEDG I
25. At present, Defendants Stager and Bridges each own 56,000 shares, or
17.5% of the outstanding stock, of CEDG I
26. At present, Defendant Kurowski owns 16,000, or 5% of the outstanding
stock, of CEDG I.
27. Collectively, the individual Defendants (hereafter sometimes referred to as
"the Majority Shareholders") own 60% of the outstanding stock of CEDG I.
28. On July 18, 2001, the shareholders of CEDG 1 signed a Buy-Sell
Agreement ("the Agreement" or "Shareholders' Agreement"), pursuant to which the
parties thereto, agreed, inter aiia, to a means of establishing the "Fair Market Value" of
the shares. A true and correct copy of this Agreement is attached hereto as Exhibit "A."
29. The formula for establishing the Fair Market Value of the CEDG I stock is
set forth in Exhibit B to the Agreement.
30. Pursuant to Section 10 of the Agreement;
Except as otherwise provided in Sections 4, 5 or 7, the purchase price of
any Share will be the "Fair Market Value" of the Share as of the December 31 of
the year immediately preceding the date on which occurred the event giving rise
to the option or obligation to purchase the Share (the "Valuation Date"). For this
purpose the "Fair Market Value" of a Share means the value of a Share of stock
of the Corporation as calculated on Exhibit B attached hereto.
31, Defendant Stager currently serves as President of CEDG I.
32. Defendant Bridges currently serves as Vice-President of CEDG 1
33. Defendant Kurowski currently serves as Secretary of CEDG I.
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34. Defendant Davis currently serves as Treasurer of CEDG I.
35. The individual Plaintiffs are also the majority owners of Plaintiff CRA, an
architectural firm located in Cumberland County, Pennsylvania.
36. CRA has contracted with CEDG I to perform various services for CRA.
37. In 2002, the contracts with CRA represented approximately 39% of the
revenues generated by CEDG I.
38. CEDG I has been very successful. In 2001, it billed approximately $1.59
million.
39. in 2002, CEDG I billed approximately $1.65 million for services provided
by it.
40. In 2003, CEDG I billed approximately $1.9 million for services provided by
it.
41. No profits of CEDG I have been distributed to the individual Plaintiffs for
revenues received by CEDG I.
42. Pursuant to the formula set forth in the Agreement, as of December 31,
2003, the value of each of the individual Plaintiffs' collective 64,000 shares was
approximately $309,000.
"SQUEEZING OUT" THE MINORITY SHAREHOLDERS.
43. In the Fall of 2003, the Majority Shareholders conspired to "squeeze out"
the individual Plaintiffs from their ownership interest in the work performed by CEDG I.
44. The Majority Shareholders developed a scheme to create a new entity,
which would trade under, and benefit from the goodwill generated by, the name
"CEDG," the acronym commonly used by CEDG I.
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45. The new entity, incorporated as "CEDG, Inc.," included the same owners
as CEDG I, with the exception of the individual Plaintiffs.
46. The new entity used the same customer base as that of CEDG I and
sought to take over and complete contracts entered into by CEDG I.
47. On December 11, 2003, Defendants filed with the Pennsylvania
Department of State Corporation Bureau Articles of Incorporation for Defendant CEDG
48. The Articles of Incorporation identified as the incorporators each of the
CEDG 1 Majority Shareholders.
49. The Articles of Incorporation identified as the address of CEDG 11 the
same address as that of CEDG I.
50. Several days after the filing of the CEDG II Articles of Incorporation, Allen
C. Warshaw, Esq., legal counsel for the Majority Shareholders, sent both Minority
Shareholders a letter presenting an offer by the Majority Shareholders to purchase their
CEDG I shares under a formula not set forth in the Shareholders' Agreement. A true
and correct copy of this letter is attached hereto as Exhibit "B."
51. The formula set forth by counsel's letter would result in the Majority
Shareholders paying the Minority Shareholders a fraction of the amount which would be
payable to them if they sold their shares pursuant to the terms set forth in the
Shareholders' Agreement. Id.
52. Counsel for the Majority Shareholders stated that the purpose of the
repurchase was to place more shares in the hands of its employees and to "attract new
and talented engineers" to the company.
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53. This proffered explanation was simply a sham as the Majority
Shareholders made no attempt to repurchase shares from all of the shareholders in
proportion to their ownership interest. Rather, the demand to sell was made only to the
Minority Shareholders for the purpose of forcing them out of the business.
54. In his December 16, 2003 letter, counsel for the Majority Shareholders
stated that the formula set forth in the Shareholders' Agreement was not applicable
because it applied to, infer a/ia, a "voluntary transfer...."
55. Counsel for the Majority Shareholders made clear in his letter that the
transfer proposed by the Majority Shareholders was not intended by the Majority
Shareholders to be a voluntary one.
56. Counsel for the Majority Shareholders, without disclosing that they had
already surreptitiously created CEDG II, informed the Minority Shareholders that their
refusal to accept the offer would result in the Majority Shareholders dissolving CEDG I.
Id.
57. Counsel for the Majority Shareholders further stated that dissolution would
result in the Minority Shareholders getting "less than the offer price and possibly less
than book value."
58. Counsel for the Majority Shareholders stated that, if the Majority
Shareholders' offer to purchase the shares was not accepted by December 29, 2003,
the Majority Shareholders would "take such action as is necessary to dissolve the
Corporation." Id.
59. In response to Mr. Warshaw's letter, John S. Oyler, Esquire, counsel for
the Minority Shareholders, wrote to Mr. Warshaw and stated that the Minority
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Shareholders did not object to increasing the number of shares issued by CEDG I. This
would permit the company to address the need for making ownership opportunities
available to employees and prospective employees.
60. The proposal by the Minority Shareholders nullified the proffered
justification for needing to purchase the shares held by the Minority Shareholders.
61. No response to Mr. Oyler's letter was received from the Majority
Shareholders or their counsel.
62. On January 19, 2004, a CEDG I shareholders' meeting was held.
63. The January 19, 2004 shareholders' meeting was the first shareholders
meeting held by CEDG I.
64. At the January 19, 2004 shareholders' meeting, the Majority Shareholders
did not disclose to the Minority Shareholders that they had incorporated CEDG II.
65. At the January 19, 2004 shareholders' meeting, the CEDG I shareholders
voted to dissolve CEDG I.
66. Defendants Davis, Stager, Bridges and Kurowski voted in favor of
dissolution.
67. The Minority Shareholders voted against dissolution.
68. In January, 2004, notices of liquidation were mailed by CEDG I to its
customers and creditors.
CEDG If.
69. Even before beginning the process to dissolve CEDG I, the individual
Defendants had taken steps to create CEDG II.
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70. The individual Defendants filed the Articles of Incorporation for CEDG II
with the Pennsylvania Department of State Corporation Bureau on December 11, 2003.
71. The four incorporators of CEDG II, as set forth in the Articles of
Incorporation, were the four Majority Shareholders of CEDG I.
72. Since at least January, 2004, the individual Defendants have openly
informed customers and others that the work performed by CEDG II is the same as that
performed by CEDG I.
73. Since at least January, 2004, the individual Defendants informed
customers and others that CEDG II was formed for the specific purpose of eliminating
Plaintiffs as owners.
74. Since at least January, 2004, the individual Defendants informed
customers and others that they have simply reorganized CEDG I based on "new
ownership."
75. CEDG II was and is intended to carry on the business of CEDG I, to
engage in the same business, and to service the same customers.
76. CEDG If originally used the same address as CEDG I and is currently
located very near that location.
77. CEDG If is using CEDG I's marketing materials and materials appropriated
from CEDG I and CRA.
78. The individual Defendants created CEDG II with the primary purpose of
carrying on the business of CEDG I without the participation of CEDG I's minority
shareholders, specifically the individual Plaintiffs.
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79. Defendants have engaged in conduct intended to "squeeze out" the
individual Plaintiffs from their ownership interest of CEDG 1.
80. Defendants' conduct has caused substantial harm to the individual
Plaintiffs, including, but not limited to:
a. loss of anticipated profits;
b. loss of business opportunity;
c. Present economic loss, which is uncertain at this time, and future
economic loss;
d. loss of goodwill.
MISCONDUCT BY CEDG II IN THE MARKETING OF ITS SERVICES
81. In the summer of 2004, CEDG II prepared marketing materials which
purported to show projects performed by CEDG II.
82. The CEDG 11 marketing materials further purported to identify particular
clients of CEDG II.
83. The CEDG II marketing materials uses photographs taken by and owned
by CRA.
84. CEDG II had not worked on the projects identified. Rather, the work was
performed by CEDG I.
85. The clients in the projects identified by the CEDG 11 marketing materials
were clients of Plaintiff CRA, not CEDG 11, in those projects.
86. CEDG 11 was not authorized by CRA to use CRA photographs or
materials.
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87, Defendants' conduct has caused substantial harm to the individual CRA,
including, but not limited to:
a. loss of anticipated profits;
b. loss of business opportunity;
C. Present economic loss, which is uncertain at this time, and future
economic loss;
d. loss of goodwill.
COUNT I: BREACH OF FIDUCIARY DUTY
88. The individual Plaintiffs incorporate by reference the averments set forth in
Paragraphs 1-85 of the Complaint as if set forth in full.
89. The individual Defendants, as collective majority shareholders of CEDG I,
owed to the Minority Shareholders a fiduciary duty to act in the interest of all
shareholders, not just their own interests.
90. Majority shareholders of a corporation breach their fiduciary duty to
minority shareholders by "squeezing out" minority shareholders through dissolution of
the corporation, then reforming with only the majority shareholders as owners, for the
purpose of continuing the business without the minority shareholders.
91. The decision of the individual Defendants to dissolve CEDG I was not
made in good faith.
92. The decision of the individual Defendants to dissolve CEDG I was not
made in the best interest of the corporation.
93. The decision of the individual Defendants to dissolve CEDG I was made
with the speck intent of harming Plaintiffs.
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94. Defendants have materially breached their fiduciary duty to Plaintiffs.
95. Defendants' conduct has been with the specific intent of harming Plaintiffs.
96. Defendants' conduct has been undertaken with malice and ill will.
97, Defendant's breach has resulted in substantial damages and lost profits to
Plaintiffs.
WHEREFORE, Plaintiffs G. Douglas Rohrbaugh and Thomas C. Crabtree
demand that judgment be entered in their favor and against Defendants and that:
(a) Plaintiffs G. Douglas Rohrbaugh and Thomas C. Crabtree be awarded
compensatory damages in excess of the arbitration limits of this Court;
(b) Plaintiffs G. Douglas Rohrbaugh and Thomas C. Crabtree be awarded
punitive damages;
(c) equitable relief be granted against Defendants, including (1) that an
accounting be made and that 40% of all proceeds and other income
generated by Defendant CEDG, Inc., be awarded to Plaintiffs Crabtree
and Rohrbaugh; (2) a constructive trust in favor of Plaintiffs be imposed on
all revenues received by CEDG, Inc., (3) Defendants be directed to issue
to Plaintiffs G. Douglas Rohrbaugh and Thomas C. Crabtree 40% of the
stock or ownership interest in CEDG, Inc.; and (4) receivers be appointed
for CEDG, Inc., and Civil and Environmental Design Group, Inc., so that
the interests of the minority shareholders in those entities are not further
oppressed;
(d) Plaintiffs be awarded interest and costs, and
(e) such other relief as deemed appropriate by the court.
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COUNT II: CIVIL CONSPIRACY
98. The individual Plaintiffs incorporate by reference the averments set forth in
Paragraphs 1-95 of the Complaint as if set forth in full.
99. The individual Defendants combined or entered into agreement to commit
an unlawful act, specifically to deprive the individual Plaintiffs of their legitimate interest
in CEDG I.
100. The individual Defendants entered into the conspiracy with the specific
intent of harming the individual Plaintiffs.
101. The individual Defendants entered into the conspiracy with the specific
intent of defrauding the individual Plaintiffs.
102. As a direct and proximate result of the conspiracy entered into by the
individual Defendants, the individual Plaintiffs have suffered substantial harm.
WHEREFORE, Plaintiffs G. Douglas Rohrbaugh and Thomas C. Crabtree
demand that judgment be entered in their favor and against Defendants and that:
(a) Plaintiffs G. Douglas Rohrbaugh and Thomas C. Crabtree be awarded
compensatory damages in excess of the arbitration limits of this Court;
(b) Plaintiffs G. Douglas Rohrbaugh and Thomas C. Crabtree be awarded
punitive damages;
(c) equitable relief be granted against Defendants, including (1) that an
accounting be made and that 40% of all proceeds and other income
generated by Defendant CEDG, Inc., be awarded to Plaintiffs Crabtree
and Rohrbaugh; (2) a constructive trust in favor of Plaintiffs be imposed on
all revenues received by CEDG, Inc., (3) Defendants be directed to issue
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to Plaintiffs G. Douglas Rohrbaugh and Thomas C. Crabtree 40% of the
stock or ownership interest in CEDG, Inc.; and (4) receivers be appointed
for CEDG, Inc., and Civil and Environmental Design Group, Inc. so that
the interests of the minority shareholders in those entities are not further
oppressed;
(d) Plaintiffs be awarded interest and costs, and
(e) such other relief as deemed appropriate by the court.
COUNT 111: CONVERSION OF BUSINESS OPPORTUNITIES
103. The individual Plaintiff incorporates by reference the averments set forth in
Paragraphs 1-100 of the Complaint as if set forth in full.
104. The individual Defendants have steered work which otherwise would have
been handled by CEDG I to CEDG 11, to the detriment of CEDG 1 and its shareholders.
105. Defendants have converted to their own benefit business opportunities
which were available to CEDG 1, to the detriment of the shareholders of CEDG 1.
106. The conversion of the business opportunities constituted violations of the
individual Defendants' positions as directors and officers of CEDG 1.
107. The individual Defendants are personally liable for the harms caused to
CEDG I and its minority shareholders from their breaches of fiduciary duty to CEDG 1.
WHEREFORE, Plaintiffs G. Douglas Rohrbaugh and Thomas C. Crabtree
demand that judgment be entered in their favor and against Defendants and that:
(a) Plaintiffs G. Douglas Rohrbaugh and Thomas C. Crabtree be awarded
compensatory damages in excess of the arbitration limits of this Court;
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(b) equitable relief be granted against Defendants, including (1) that an
accounting be made and that 40% of all proceeds and other income
generated by Defendant CEDG, Inc., be awarded to Plaintiffs Crabtree
and Rohrbaugh; (2) a constructive trust in favor of Plaintiffs be imposed on
all revenues received by CEDG, Inc., (3) Defendants be directed to issue
to Plaintiffs G. Douglas Rohrbaugh and Thomas C. Crabtree 40% of the
stock or ownership interest in CEDG, Inc.; and (4) receivers be appointed
for CEDG, Inc., and Civil and Environmental Design Group, Inc. so that
the interests of the minority shareholders in those entities are not further
oppressed;
(c) Plaintiffs be awarded interest and costs, and
(d) such other relief as deemed appropriate by the court.
COUNT IV: VIOLATION OF UNFAIR TRADE PRACTICES ACT
108. Plaintiff CRA incorporates the allegations set forth in Paragraphs 1
through 105 above as though fully set forth herein.
109. Defendant CEDG II is currently using for its own commercial benefit
photographs, drawings and designs owned by CEDG I and/or CRA.
110. CEDG 11 is using the photographs, drawings and designs owned by CEDG
I and/or CRA without the permission of CRA.
111. By their actions as described above, Defendants have engaged in
deceptive trade practices, as defined by 73 P.S. §201-1(4)(i)-(v).
112. Asa proximate result of Defendants' wrongful acts, CRA has suffered
commercial harm.
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113. Defendants' wrongful acts were committed with willful and wanton
disregard of CRA's rights.
114. CRA has been and will continue to be harmed irreparably by Defendants'
actions and has no adequate remedy at law.
WHEREFORE, Plaintiff Crabtree Rohrbaugh & Associates, Inc., demands that
judgment be entered in its favor and against Defendants on Count IV of the Complaint
and that the following relief be granted to Crabtree Rohrbaugh & Associates, Inc.:
(a) That Defendants be permanently enjoined from copying, using,
marketing, distributing or selling the CRA marketing materials and any variation
thereof;
(b) That Defendants be ordered, pending trial, to deliver for
impoundment all copies of the CEDG II marketing materials;
(c) That CEDG II be ordered to destroy all existing copies of the CEDG
II marketing materials and recall from all employees, agents, contractors and
other persons any and all copies of the CEDG II marketing materials which have
been disseminated by Defendants;
(d) That CEDG II be ordered to pay to CRA all profits CEDG II has
recognized as a result of its unfair trade practices;
(e) That Defendants be ordered to pay to CRA the amount of all
damages which may be proven at trial;
(f) That Defendants be ordered to pay all costs incurred by CRA in this
matter; and
(g) That the Court award to CRA such other relief as is appropriate.
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COUNT V: UNFAIR COMPETITION
115. Plaintiffs incorporate the allegations set forth in Paragraphs 1 through 112
above as though fully set forth herein.
116. Defendants' actions, as described above, have caused and are likely to
cause confusion with the established and superior rights of CRA and otherwise unfairly
compete with CRA. As such, Defendants' actions constitute unfair competition under
Pennsylvania common law.
117. Defendants' wrongful actions were committed with willful and wanton
disregard for CRA's rights.
118. Asa proximate result of Defendants' wrongful actions, CRA has suffered
commercial harm.
119. CRA has been and continues to be harmed irreparably by Defendants'
actions and has no adequate remedy at law.
WHEREFORE, Plaintiff Crabtree Rohrbaugh & Associates, Inc., demands that
judgment be entered in its favor and against Defendants on Count VI of the Complaint
and that the following relief be granted to Crabtree Rohrbaugh & Associates, Inc.:
(a) That Defendants be permanently enjoined from copying, using,
marketing, distributing or selling the CRA marketing materials and any variation
thereof,
(b) That Defendants be ordered, pending trial, to deliver for
impoundment all copies of the CEDG II marketing materials;
(c) That CEDG II be ordered to destroy all existing copies of the CEDG
II marketing materials and recall from all employees, agents, contractors and
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other persons any and all copies of the CEDG II marketing materials which have
been disseminated by Defendants;
(d) That CEDG II be ordered to pay to CRA all profits CEDG II has
recognized as a result of its unfair competition;
(e) That Defendants be ordered to pay to CRA the amount of all
damages which may be proven at trial;
(f) That Defendants be ordered to pay all costs incurred by CRA in this
matter; and
(g) That the Court award to CRA such other relief as is appropriate.
COUNT VI: COPYRIGHT INFRINGEMENT
120. Plaintiff CRA incorporates the averments set forth in Paragraphs 1 through
117 of the Complaint as if set forth in full.
121. Defendant CEDG II had access to CRA's marketing materials through
CEDG I's Majority Shareholders and officers.
122. Upon information and belief, Defendants copied all or substantial parts of
CRA's marketing materials.
123. The CRA marketing materials was not an independent creation of CEDG II
or even CEDG I.
124. The CEDG II marketing materials are substantially similar to the
copyrighted CRA marketing materials.
125. The photographs, drawings and depictions set forth in the CEDG If
marketing materials are substantially similar to the copyrighted CRA marketing
materials.
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126. CEDG II has recognized gross revenues and has profited from its use of
the infringing marketing materials.
127. The CEDG II marketing materials dilute the market and serves to destroy
the distinctiveness of Plaintiff CRA's products and marketing materials and their identity
as being the exclusive property of and originating with Plaintiff CRA, confusing the
purchasing public and causing CRA substantial and in large measure irreparable
damage.
128. CRA's sale of its own products and services is prejudiced by Defendant
CEDG II's copyright infringement.
WHEREFORE, Plaintiff Crabtree Rohrbaugh & Associates, Inc., demands that
judgment be entered in its favor and against Defendants on Count VI of the Complaint
and that the following relief be granted to Crabtree Rohrbaugh & Associates, Inc.:
(a) That Defendants be permanently enjoined from infringing Plaintiff s
copyrights and be further enjoined from copying, using, marketing, distributing or
selling the CRA marketing materials and any variation thereof which infringes on
CRA's copyrights;
(b) That Defendants be ordered, pending trial, to deliver for
impoundment all copies of the CEDG II marketing materials;
(c) That CEDG II be ordered to destroy all existing copies of the CEDG
II marketing materials and recall from all employees, agents, contractors and
other persons any and all copies of the CEDG II marketing materials which have
been disseminated by Defendants;
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(d) That CEDG II be ordered to pay to CRA all profits CEDG II has
recognized as a result of its infringement of CRA's copyrights;
(e) That Defendants be ordered to pay to CRA the amount of all
damages which may be proven at trial;
(f) That Defendants be ordered to pay all attorneys' fees and costs
incurred by CRA in this matter; and
(g) That the Court award to CRA such other relief as is appropriate.
COUNT VII: FALSE DESIGNATION OF ORIGIN
15 U.S.C. §1125(a)(1)(A)
129. Plaintiffs hereby adopt and incorporates by reference, as if fully stated
verbatim herein, the allegations contained in numbered paragraphs 1 through 126 of
this Complaint.
130. In connection with goods and services, Defendants have used and
continued to use in commerce words, terms, names, symbols, devices or combinations
thereof of false designations of origin, false or misleading descriptions of fact or false or
misleading representations of fact which have and are likely to cause confusion or
mistake or to deceive as to the affiliation, connection, and association of CEDG If with
CEDG I as to the origin of CEDG II's goods or services. Defendants' wrongful activities
are stated in part in paragraphs 1 through 48, above, and include, inter alia, the
following:
a. Defendants adapted the CEDG name which is confusingly similar to the
CEDG I trade name used by CEDG I;
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b. Defendants are using marketing materials which are confusingly similar to
the marketing materials used by CEDG I;
C. CEDG II was operating out of the same location and address as CEDG I;
d. CEDG II is soliciting the same customers as CEDG I and is seeking to
take over the contracts held by CEDG 1; and
e. CEDG II is representing to customers that it is the same entity as CEDG I,
but with different owner.
131. Defendants, by their aforesaid acts, have and continue to engage in false
designation of origin and unfair competition in violation of 15 U.S.C. §1 125(a)(1)(A).
132. Defendants' heretofore alleged acts of false designation of origin and
unfair competition have been willfully committed with the intent to cause confusion,
mistake and to deceive consumers as to the origin, sponsorship or approval of
Defendants' goods and services, entitling Plaintiffs to any and all available remedies
under 15 U.S.C. § 1125, including injunctive relief.
133. Plaintiffs have been injured, and continue to be injured, and to suffer
damages and harm by Defendants' false designations of origin and unfair competition.
WHEREFORE, Plaintiffs request that judgment be entered in their favor and
against Defendants on Count VII of the Complaint for acts of false designation of origin
and unfair competition under §43 of the Lanham Act, 15 U.S.C. §1125(a)(1)(A), and that
Defendants be required to account for and pay over to Plaintiffs all gains, profits and
advantages realized from the sale of infringing goods and that Defendants be enjoined
from:
21
(a) using any mark or design confusingly similar to CEDG I's or CRA's
trademarks or copyrights;
(b) using in any manner the CEDG name or mark or any other word or
words confusingly similar thereto, as a trademark or trade designation, in
connection with the advertising, offering for sale, or sale of professional services;
(c) otherwise infringing CEDG I's or CRA's trademarks or otherwise
competing unfairly with CEDG I in any manner.
Plaintiffs also request that they be awarded their actual damages and that they
be awarded their attorneys' fees and costs and that it be awarded such other and
further relief as the Court shall deem just and proper.
COUNT VIII: SECTION 43 OF THE LANHAM ACT: FALSE REPRESENTATION
(15 U.S.C. §1 125(a)(1)(13))
134. Plaintiffs hereby adopt and incorporate by reference, as if fully stated
verbatim herein, the allegations contained in numbered paragraphs 1 through 131 of
this Complaint.
135. CEDG II's use of a design and a mark substantially identical to CEDG I's
trademark has and continues to cause confusion, or to cause a mistake or to deceive as
to the origin of CEDG II's goods and services, and the public is likely to believe that
CEDG [I's goods and services are approved by or affiliated with or in some other way
legitimately connected with CEDG I.
136. Defendants, by their aforesaid acts, have and continue to engage in false
representation and unfair competition in violation of 15 U.S.C. § 1125(a)(1)(B).
22
137. In connection with goods and services in commerce, Defendants have
used words, terms, names, symbols or devices or false designations of origin or false
and misleading descriptions of fact or false or misleading representations of fact which,
in its commercial advertising or promotion, misrepresent the nature, characteristics or
qualities of its goods and services and of Plaintiffs' goods and services.
138. Defendants' heretofore alleged acts of false representation and unfair
competition have been willfully committed with the intent to cause confusion, mistake
and to deceive consumers as to the origin, sponsorship or approval of Defendants'
goods and services, entitling Plaintiffs to any and all available remedies under 15 U.S.C.
§1125, including injunctive relief.
139. Plaintiffs have been injured, and continue to be injured, and to suffer
damages and harm, by Defendants' acts of false representation and unfair competition.
WHEREFORE, Plaintiffs request that judgment be entered in their favor and
against Defendants on Count VIII of the Complaint for acts of false representation and
unfair competition under §43 of the Lanham Act, 15 U.S.C.§ 1125(a)(1)(B), and that
Defendants be required to account for and pay over to Plaintiffs all damages proven at
trial and all gains, profits and advantages realized by Defendants from the sale of
infringing goods and that Defendants be enjoined from:
(a) using any mark or design confusingly similar to CEDG I's or CRA's
trademarks;
(b) using in any manner the CEDG name or mark or any other word or
words confusingly similar thereto, as a trademark or trade designation, in
connection with the advertising, offering for sale, or sale of professional services;
23
(c) otherwise infringing CEDG I's or CRA's trademarks or otherwise
competing unfairly with CEDG I in any manner.
Plaintiffs also request that they be awarded their actual damages and that they
be awarded their attorneys' fees and costs and that it be awarded such other and
further relief as the Court shall deem just and proper.
McNEES WALLACE & NURICK LLC
By tN4?t-t h
Alan R. Boynt , Jr.
100 Pine Street
P. O. Box 1166
Harrisburg, PA 17108-1166
Attorneys for Plaintiff
Dated: August 25, 2004
24
VERIFICATION
Subject to the penalties of 18 Pa. C.S. §4904, relating to unworn falsification to authorities, I
hereby certify that I have read the foregoing document and that the facts set forth therein are true
and correct to the best of my knowledge, information and belief.
G. l oug1 s Rohrbaugh
Dated: AugustJ42004
VERIFICATION
Subject to the penalties of 18 Pa. C.S. §4904, relating to unworn falsification to authorities, I
hereby certify that I have read the foregoing document and that the facts set forth therein are true
and correct to the best of my knowledge, information and belief.
Thomas C. Crabtree
Dated: August?q-
2
Exhibit A
BUY-nLL AGREEMNT
This B'U'Y'-SELL AGREE AWr (the "Agreement) takes effect on the 18th day of July, 2001 among Civil &
Environmental Design Group, Inc., a Pennsylvania corporation (the "Corporation"), Todd Stager ("Stager', James Bridges
("Bridges"), Carl Davis ("Davis"), Douglas Rohrbaugh ("Rohrbaugh"), Thomas Crabtree ("Crabtree"), Marc Xarowski
("Kurowski"), and any Legal Representatives, as defined below, are individually referred to as a "Shareholder" and
collectively referred to as the "ShnwholdIts".
RXICITALS
A. The Shareholders are owners of shares of the Corporation's common stack as follows:
Shareholder Voting Common
Shares Owned
Todd Stager 5000
James Bridges 56,000
Carl Davis 64,00
Douglas Rohrbaugh 64,000
Viomas Crabtree " 64,000
Marc Kurowski 1000
" Total 330,000
B. The Shareholders desire to preserve the continuity of corporate ownership by restricting the ownership and
transferability at sham, providing for the purchase of shares in certain events, and as otherwise provided in this
Agreement
AGREEMENT
,
In consideration of the above recitals and the promises set forth in this Agreemenm the parties agree as follows:
I
Definitions. The following terms, when capitalized will have the meanings indicated:
1.1 "Senior Shareholders" means Stager, Bridges, Davis, Rohrbaugh, Crabtree or Kurowski, as the case may
be.
1.2 "Legal Representative" means the executor, administrator, or other duly appointed and acting legal
representative of an estate or the guardiau or other duly appointed and acting legal representative of a
Shareholder,
1.3 "Senior Associate" means any shareholder who may acquire shares after July. 18, 2001. .
1.4 "Share" or "Shares" means any one or more of the issued and outstanding shares of any class or series of
stock of the Corporation presently owned or bereafter acquired by or on behalf of a party to this Agreement
(including shares purchased pursuant to an outstanding stock option agreement), any trnoaferae, and any
other person who in the future acquires any such shares, by purchase, gift, or any other means.
1.5 "Transfer" means, with respect to any Share, any sale, gift, assignment, exchange, pledge, transfer or
other disposition or change in ownership thereof, the creation of a bankruptcy estate which includes such
Shares, the assignment for the benefit of creditors which includes such Shares, the appointment of a trustee
or receiver with respect thereto, the grant or appointment of an irrevocable proxy ooapled with an interest
with respect thereto, or the grant or imposition of a security interest or lien thereon, whether voluntary or
involuntary, and to "Transfer," when used as a verb, means, with respect to any Shares, to Boll, give,
assign, exchange, pledge, transfer or otherwise dispose or change ownership thereof, create a banluptcy
estate which includes such Shares, assign such Shares for the benefit of creditors, appoint a trustee or
receiver with respect thereto, grant or appoint an irrevocable proxy coupled with an interest with respect
thereto, or grant or act to permit the imposition of a security interest or lien thereon, whether voluntarily or
involuntarily,
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2. Restrictions on Shares. All Shama are subject to the terms of this Agreement. No Shareholder mayTraosfer any
Shams, and no Transfer of any Shares will be valid or binding, except upon compliance with and pursuant to the
tarts of this Agreement or with the express written consent of all other Shareholders. As a condition to the
effectiveness of any Transfer of Shares, the proposed transferee must agree to become a party to this Agreement by
executing a Consent in the form attached hereto as Exhibit A (a "Consent").
3. Permitted Transfers to Revocable Trusts. Notwithstanding any provision of this Agreement other than Section
13, if applicable, a Shareholder (the "Grantor Shareholder") may Transfer Shares to a trust if (a) the trust was
created by and is revocable by the Shareholder, (b) the Grantor Shareholder is the primary beneficiary of such bust
during his or her lifetime, and (a) the trustee becomes a party to this Agreemeat by executing and delivering a
Consent to the Corporation. Shame so Transferred will be deemed owned by the Grantor Shareholder and will
remain fully subject to this Agreement
4. Voluntary Transfers for Consideration.
(a) Delivery of Notice. Except as otherwise expressly permitted by this Agreement, no Shareholder may
voluntarily Transfer any Shares, and no voluntary Transfer of any Shares will be valid or binding, unless (i)
such Transfer is to a creditworthy purchaser for consideration in the form of cash or promissory notes or
other obligations to pay sums certain and (h7 the Shareholder proposing to make such a Transfer gives
written notice (a "Transfer Notice") to the Corporation and the other Shareholders at least 90 days prior to
the proposed Transfer. The Transfer Notice must set forth the identity of the proposed transferee, the sale
price, and all other material terms and conditions of the proposed Transfer.
(b) Corporation's Qetlon. Upon delivery of the Transfer Notice, the Corporation will have the first right,
privilege and option to purchase all, but not less than ail, of such Shares as described in the Transfer
Notice. At the Corporation's option, the purchase price pursuant to the exercise of this option will be at the
lesser of (i) the price determined In accordance with Section 10 of this Agreement, subject to the Three.
Year Limitation as defined In Section 5(s), or (ii) the price described in the Transfer Notice. The
Corporation's option under this Section 4(b) may be exercised for a period of 90 days after the date the
Transfer Notice is given to the Corporation (the "Voluntary Transfer Option Period") and the Transfer
shall be affected in accordance with Sections 9 and 11 of this Agreement.
(c) $hareholdees Option. In the event that the Corporation does not fully exercise its rights pursuant to Section
4(b), the transferring Shareholder shall then afford the non•tmndistting Shareholders (the "Remaining
Shareholders") the right, privilege and option to elect to purchase the same number of Shares intended to
be transferred by the transferring Shareholder in the Transfer Notice pursuant to the terms and purchase
price described In Section 4(b) hereof. Each Remaining Shareholder shall have the initial right to purchase
that portion of Shares intended to be transferred equal to the ratio which the Shares owed by such
Remaining Shareholder on the date the Transfer Notice is given to the Remaining Shareholders bears to the
total number of Shares owned by all Remaining Shamholders on the date the Transfer Notice is given to the
Remaining Shareholders. The Remaining Shareholders may exercise the option granted herein by providing
written notice to the transferring Shareholder, the Corporation and the other Remaining Shareholders for a
period of 90 days commencing immediately after the expiration of the Voluntary Transfer Option Period
(the "Shareholder Option Period"). Failure to provide a timely' written election shell constitute the
election of the Shareholders not to exercise this option.
In the event that one or more Remaining Shareholders do not exercise fully their initial right hereunder, the
transferring Shareholder shall notify in writing all other Remaining Shareholders and the Corporation of
that fact within five (5) days after the expiration of the initial Shareholder Option Period. Each Remaining
Shareholder who has fully exercised his Initial right hereunder shall thereafter have a secondary right to
purchase all of the Shares Intended to be transferred by the transferring Shareholder which the Remaining .
Shareholders have not theretofore elected to purchase under this Agreement in the ratio which such
Remaining Shareholder's existing number of Shares owned on the date of the Transfer Notice (exclusive of
Shares acquired by reason of the exercise of his initial or other rights hereunder) beers to the total number
of Shares owed on the date of the Transfer Notice by all other Remaining Shareholders who have fully
exercised all initial and secondary rights hereunder. Such secondary right may be exercised by providing
written notice to the transferring Shareholder, the Corporation and the Remaining Shareholders who have
fully exercised all initial and secondary rights hereunder in the manna provided within ten (10) days after
coon 110fivff"011^77 MID L4oo9opLILi ryd ec:Li 711.E co/9I/ZI
delivery of the notice to such Remaining Shareholders of the existence of shares subject to his secondary
rights hereunder, The secondary right provided hereunder shall be renewed in die same manner until all the
transferring Shareholder's Shares have been purchased. Notwithstanding anything to the contrary described
herein, the Remaining Shareholders must purchase alt, and not lea than all, of the shares described in the
Transfer Notice in order to exercise the rights described in this Section 4(c).
(d) Riaht to Transfer. If the Corporation fails to exercise such option under Section 4(b), and the Remaining
Slareholtitm subsequently fail to exercise their option under Section 4C, the transferring Shareholder will
be free, for a period of 60 days after the expiration of the Shareholder Option Period, to Transfer the Shares
that were the subject of the Transfer Notice, but only to the party, and for the price and on the terms and
conditions, set forth in the Transfer Notice, and only if the proposed transferee executes and delivers a
Consent to the Corporation prior to the Transfer, Any Shares Transfered pursuant to the terms and
conditions of this Section 4 will remain folly subject to the terms of this Agreement If the proposed
Transfer does not occur within 60 days after the expiration of the
may not be Transferred rax---• •- .,.. _ -
delivery of the notice to such Remaining Shareholders of the existence of Shares subject to his secondary
rights hemunder. The secondary right provided hereunder shall be renewed in the an= manner until all the
transferring Shateholdars Shares have been purchased. Notwithstanding anything to the contrary described
herein, the Remaining Shareholders must purchase all, and not less than all, of the shares described in the
Transfer Notice in order to exercise the rights described in this Section 4(c).
(d) Rieht to Transfer. If the Corporation fails to exercise such option under Section 4(b), and the Remaining
Shareholders subsequently fail to exercise their option under Section 4C, the transferring Shareholder will
be free, for a period of 60 days altar the expiration of the Shareholder Option Period, to Transfer the Shares
that were the subject of the Transfer Notice, but only to the party, and for the price and on the terms and
conditions, set forth in the Transfer Notice, and only if the proposed transferee executes and delivers a
Consent to the Corporation prior to the Transfer. Any Shares Transferred pursuant to the terms and
conditions of this Section 4 will remain fully subject to the terms of this Agreement. If the proposed
Transfer does not occur within 60 days after the expiration of the Sharebolder option Period, the Shares'
may not be Transferred pursuant to this Section 4 unless the transferring Shareholder again complies with
the terms of this Agreement,
5. Termination of Employment.
(a) Without Cause or Voluntarily, if a Shareholder's employment with the Corporation is terminated
voluntarily by the Shareholder or by the Corporation without Cause (as defined herein) (other than because
of the death or disability of such Shareholder), the Corporation must purchase, and the terminated
Shareholder must sell to the Corporation, all of the terminated Shareholder's Shares. The purchase price for
the Shares shall be as follows!
(1) If the termination is voluntarily by the Shareholder:
(i) for any Shares acquired during the three-year period immediately preceding the date of
termination, the purchase price shall be the lesser of (a) the amount determined in
accordance with Section 10 or (b) the price actually paid by the terminated Shareholder
for such Shares: and
(ii) for any Shares acquired prior to the three-year period immediately preceding the date of
termination, the purchase price shall be the amount detentlned in accordance with
Section 10.
Hereinafter, the calculation of the purchase price described in this subparagraph (5)(a)(1)(i) and
(ii) shall be referred to as the "Three-Year Limitation."
(2) If the termination is by the Corporation without Cause, the purchase price shah be, u determined
pursuant to Section 10.
(3) Notwithstanding any provision of this Section, or any other provision of this Agreement to the
contrary, a termination of a shareholder's employment by the officers and/or Board of Directors of the
Corporation shall constitute a termination without Cause pursuant to this Agreement thereby requiring
the Shareholder to sell his shares in the Corporation only if 75% of the then issued outstanding shares
consent to such termination as a termination without Cause. In the event that consent of 75% of the
shareholders is not obtained, the terminated shareholder may continue to hold his or her shares.
(b) With Cause. If a Shareholder's employment with the Corporation is terminated by the Corporation for
Cause, the Corporation must purchase, and the terminated Shareholder must sell to the Corporation, all of
the terminated Shareholders Shares. The purchase price for such Shares shall depend on whether the
terminated Shareholder is a Senior Shareholder or a Senior Associate, and shall be determined as follows:
(1) If such terminated Shareholder is a Senior Shareholder, as defined in article 1. 1, the purchase price
shall be the amount determined in accordance with Section 10, or
too In 11DU IIi021-3987.tI a 000SMUT %V3 6C UT MIX CO/9T/ZT
(2) If such terminated Shareholder is a Senior Associate, the purchase price shall be the lesser of (I)
the amount determined in accordance with Section 10 or (ii) the price actually paid by the
Shareholder for such Shares.
As used herein, the term "Cause" Abell mean (1) commission of a felony, (ii) material misappropriation of the
Corporation's property or other material acts of dishonesty against the Corporation; (iii) negligence or material
misconduct in the performance of duties; (iv) conduct that brings the Corporation Into substantial public disgrace or
disrepute; or (v) material breach of any written agreement with the Corporation.
The remaining terms and conditions of purchase by the Corporation under this Section 5 shall be effected in
accordance with Sections 9 and 11 of this Agreement.
6. Death or Disability. If a Shareholder dies or becomes disabled (as defined in the Corporation's long-term disability
insurance plan in existence at the time of such date of disability or, if there is no such policy, as defined pursuant to
Section 22(e)(3) of the Internal Revenue Code, as amended), the Corporation must purchase, and the deceased
Shareholders Legal Representative (or the Shareholder if disabled) must sell to the Corporation, all of the
Shareholders Shares. The purchase of such Shares will be at the price and pursuant to the terms and conditions set
forth in Sections 9, 10, and 11 of this Agreement.
Involuntary Transfer. Upon any Transfer (or purported Transfer) of Shares as a result of (i) the creation of a
baulauptcy estate, (11) the appointment of a receiver or trustee with respect to the Shares, (Iii) an order of any court
having jurisdiction (whether pursuant to a dissolution of marriage or otherwise), (iv) an assignment of the Shams for
the benefit of creditors, or (v) any other Transfer that arises out of the exercise of the legal right or remedies of a
third party (on "Involuntary Transfer"), the Corporation will have the option to purchase all, but not loss them all,
of such Shares_ The Shareholder whose Shares are subject to the Involuntary Transfer must give written notice of the
Involuntary Transfer to the Corporation at the earliest possible date. The option granted by this Section 7 may be
exercised commencing upon the Involuntary Transfer and through die period of 90 days following the earlier of the
date of receipt of such notice or the receipt of written notice from a court or other third party of the Involuntary
Transfer. At the Corporation's option, the purchase pursuant to the exercise of this option will be At (a) the price and
pursuant to the terms and conditions set forth in Sections 9, 10 (subject to the Threw-Year Limitation) and 11 of this
Agreement, or (b) at the price and pursuant to the terms and conditions of the hhvohwtary Transfer, if any.
8. Obligation to Sell. If Kurowski is continuously an employee of the corporation from the date hereof through 7twe
1, 2006, he will at that time acquire an option to purchase a total of SDCMEN THOUSAND (16,000) additional
Shares in the Corporation, at a total purchase price of ONE DOLLAR (51.00). It is recognized that ONE DOLLAR
represents the total sales price for the SLMBN THOUSAND (16,000) Shares, and is not a price per share. In
order to effectuate this transaction, Steger and Bridges shall have the obligation to sell BIGHT THOUSAND (8,000)
slimes each to the Corporation at the time this option in favor of Kurowski matures. The Corporation shall pay
Stager and Bridges the fair market value of the Shares at that time as determined by Paragraph 10 hamof. The
purchase price of the Shares to be transferred to the Corporation shall be paid, and the actual transfer to the
Corporation shall be made no later than June 30, 2006. Immediately after the Corporation acquires the SWEEN
THOUSAND (16,000) shares from Stager and Bridges, the Corporation shall assign and deliver the same to
Kurowski. Stager's and Bridges'. obligation to sell BIGHT THOUSAND (8,000) Shares each to the Corporation and
the Corporation's obligation to purchase the said Shares shall arias only upon Kurawskl acquiring the option to
purchase, as set forth in this paragraph S. Until the Kurowski option as set forth herein matures, Stager and Bridges
have all the rights and privileges of these shares including but not limited to rights to any distributions and rights to
vote these shares. In the event that Kurowski's shares are required to be sold pursuant to sections 4, 5, 6, or 7
herein, Stager and Bridges shall have the first right to purchase these shares in the same proportion as initially sold
to Kurowski. If such option is elected, the price for the shares shall be the lesser of (a) the price they sold the shares
to Kurowski for or (b) the value the corporation would otherwise purchase Kurowski shams for under sections 5 and
10. Stager and Bridges shall have fifteen days from the notice of the transfer or sale to elect such option and and
additional fifteen days to close on the purchase.
9. Procedures. The following procedures govern options and obligations to purchase Shares under this Agreement:
9.1 Exercise otan Option to Purchase Shares. If the Corporation or a Retraining Shareholder has an option
to purchase Shares pursuant to this Agreement, the option may be exercised at any time during the
applicable option period. The Corporation or Remaining Shareholder may exercise its option only by
giving written notice of exercise to the transferring Shareholder within the Applicable option period.
9001) H0[IV9M0H-79M.LM3 L600996LTLT %Vd OY:LT MU CO/9T/97
9.2 Closing. Except for a purchase of Shares upon death, the closing of a purchase and sale under this
Agreement is to be held at the principal offices of the Corporation no later than 10:00 a.m. on the date 30
days after (I) the delivery of written notice of die exercise of an option to purchase Shares or (il) the
termination of a Shareholder's employment with the Corporation, or at such other place and on such other
date as the parties to the purchase and sale agree. In the case of an obligation to purchase Shares upon
death, the closing is to take place on the first business day following the later of (1) the 60th day after the
death of the Shareholder, (ii) the 30th day after the qualification of the deceased Shareholders personal
representative, or (iii) if the Corporation has obtained life insurance to fund such purchase, the 10th day
after the related life insurance proceeds are received by the Corporation. If the closing date falls on a day
other than a business day, the next business day will be the closing date.
913 Inability of Corporation to Purchase. If the Corporation is obligated to purchase any Shares under this
Agreement and the Corporation is unable to purchase all of such Shama, the Corporation will remain liable
to purchase such Shares, but the transferring Shareholder will be free to transfer the Shams to third persons,
provided such third persons agree to be subject to this Agreement.
9.4 Triggering Dates. If there occurs more than one event that, under the provisions of Sections 4 through 7 of
this Agreement, gives rise to an option or obligation to purchase Shares under this Agreement, the
provisions that apply by reason,of the first of such events to occur will govern the purchase and sale of such
Shares. If such an event gave rise to an option, and Shares were not purchased and sold because options
were not exercised to purchase all Shares subject to such option, then, upon the expiration of such option,
the provisions applicable to the next in time of such multiple events will be given effect.
9.5 Corporate Actions/Shareholder Votes. Except as otherwise specifically provided herein, decisions of the
Corporation with respect to this Agreement, including whether or not the Corporation will exercise any
option to purchase Shares hereunder, will require the Approval of the Board of Directors of the Corporation.
The Shareholder whose Sham are the subject of any such option or other action by the Corporation (or any
other person or entity that is entitled to vote such Shares) trust vote on such question in the same mariner as
the holders of a majority of the voting power of the other Shares, subject however to the provisions of
section 5(a).
10. Purchase Price. Except As otherwise provided in Sections 4, 5 or 7, the purchase price of any Share will be the "Fair
Market Value" of the Share as of the December 31of the year immediately preceding the data on which occurred the
event giving rise to the option or obligation to purchase the Share (the "Valuation Date"). For this purpose the "Fair
Market Value" of a Share means the value of a Share of stock of the Corporation as calculated on Exhibit B attached
hereto.
The purchase price for Shares under this Agreement is to take into account, as appropriate, any changes in the:
capital of the Corporation (e.g., stock splits, reverse stock splits, recapitalizations, stock dividends, eta) occurring
(a) after the event giving rise to the purchase, and saia and/or the establishment of the pair Marker Value of a Share
and (b) before the closing of such purchase And sale.
i
11. Terms and Conditions of Closing.
11.1 Payment of Purchase Price. In the case of any porchase of Shawl by the retraining Shareholder, or the
Corporation under this Agreement, the purchase price for such Shares, after giving effect to Section 12, is
to be paid at the closing by the purchasing Sbareholder(s) or the Corporation, as the case may be, by
delivery of (a) a cash down payment equal to the greater of (i) ten percent (10°h) of the purchase price, or
(ii). in the case of a purchase of Shares upon death, the net proceeds of any life insurance policies on the
life of the deceased Shareholder received by the Corporation (only to the extent of the purchase price),
except proceeds of policies which the Corporation has previously designated in writing or designated in any
such policy as proceeds to provide "key person" coverage, together with (b) it promissory note in the
amount of the balance of the purchase price in the form attached hereto as Exhibit C (the "Promissory
Note"), The Promissory Note Is to provide for payment in 60 equal monthly installments of principal,
together with interest on the unpaid principal balance at an annual rate equal to the base, prime, or
equivalent reference rate published by Waypoint Bank, as in effect on the date of closing provided
however, In the case of any purchase where the purchase price shall exceed Five Hundred Thousand
800 Q? Imlivellio "fl52UM3 L600886LILi %Vd OVLi aU CO/8T/ZI
Dollars (3500,000.00), the Promissory NOte shall provide for 120 equal monthly installments of principal
rather than 60 such payments, and all other terms set forth in this sentence shall remain unchanged,
Notwithstanding anything herein to the contrary, the Corporation shall not be required to make any
payments for the Shares pursuant to the terms of the promissory note or notes in an amount greater than the
"Maximum Annual Payment Amount" in any given year. Any amounts due in excess of the Maximum
Annual Payment Amount shall be deferred and due in the next fiscal year (but still be subject to the
Maximum Annual Payment Amount for that next fiscal year). This payment limitation shall be applied to
the Shareholders pro rata each year based upon the amount owed to each Shareholder in such year
compared to the amount owed to all Shareholders in such year, including any deferral amounts in the
computations. As used herein, the "Maximum Annual Payment Amount" shall be equal to scvanty-five
percent (75%) of the Corporation's net profits after payment of profit sharing amounts, all employee
bonuses (based on Corporation performance) and other employee incentives (based on individual
performance), but before the payment of any Shareholder incentives (based on .individual Shareholder
performance). Calculation of the Maximum Annual Payment Amount shall be determined by the
Corporation's regularly employed certified public accountant (the "CPA') and based upon the financial
statements compiled and reviewed by such CPA.
11.2 Delivery of Cortifleates. At the closing, the transferring Shareholder must deliver to the purchaser stock
certificates, duly endorsed for ttanafer or accompanied by duly executed stock powers, representing the
Shares purchased
11.3- Security for Deferred Purchase Price. To secure payment of the Promissory Note, the purchaser must
deliver and pledge to the transferring Shareholder as collateral for the Promissory Note all of the purchased
Shares pursuant to an executed Pledge Agreement in a form approved by the Board of Directors (the
'Pledge Agreement"). The certificates for the pledged Shares must be endorsed in blank (or accompanied
by a duly executed stock power) and delivered to the transferring Shareholder. While the Shares are held as
collateral, the pledgor of the Shares will be considered the owner, such rights of ownership, however, to be
subject to the rights granted to the pledgee under the Pledge Agreement.
I I A Assignment of Purchase Obligation. The Corporation, at the remaining Shareholders election, may
assign its right or obligation to purchase Shares under Sections 5 and 6 to one or more remaining
Shareholders, provided that the Corporation guaranties payment of arty promissory note delivered at
closing- The transferring Shareholder hereby consents to any such assignment.
11.5 Resignation. Unless the parties mutually agree otherwise at the time of the transfer, as a condition of
closing, any transferring Shareholder who transfers all of his shams, must deliver his or her written
resignation from all positions as employee, director, and officer of the Corporation, as the case may be, to
be effective upon closing.
12. Right of Offset. If, at the time: of any purchase of Shares pursuant to this Agreement, the transferring Shareholder
is indebted to the purchaser, the purchaser may offset this indebtedness against the purchase price due for the
Shares. The terms of payment pursuant to Section I 1 will be determined as if the net purchase price after such offset
was the total purchase price
13. S Corporation Matters.
13.1 Maintenance of S Corporation Status. Notwithstanding any other provision in this Agreement, at any
time following the filing of an election to be taxed as an S Corporation (the "S Election") under the Internal
Revenue Code of 1986 as amended (die "Code"), and prior to the revocation or termination of S
Corporation status, in order to preserve said election, no Sbarcholder or successor may transfer, and no
person may acquire, beneficial ownership of any Shares if such Transfer or acquisition would cause the
termination of the Corporation's status as an S Corporation The S Election may be terminated only by the
election of Shareholders owning a majority of the outstanding capital stock of the Corporation.
13.2 Distribution. Subject to the limitations of Pennsylvania Statutes, with respect to any taxable year or partial
taxable year for which the Corporation's S Election is in effect (such taxable year or partial taxable year
being referred herein to as an "S Year"), the Corporation must distribute to the Shareholders cash in an
aggregate amount calculated by multiplying die Corporation's net taxable income for the S Year, as
LOolpj HDaymmvH88dma L40090LTLT YU Tt:LT ED CO/9T/LT
determined under the Code, by a percentage equal to the maximum combined federal and Pennsylvania
individual income tax rate for the tax year, taking into account the deductibility of state income taxes in
determinft an individual's federal individual income tax liability.
13.3 Closing of Books. If approved by the Board of Directors, each person who is or was a Shareholder,
whether or not such person then owns any Shares, will consent to an election under either (a) Code Section
1377(a)(2), to allocate income upon the termination of a Shareholder's interest as If the taxable year bad
consisted of two taxable years, rather than on a pro rata basis, or (b) Code Section 1362(e)(3), to allocate
income for the year of termination of the Corporation's status as an S corporation as if the Corporation's
books closed at the end of the S Year of termination, rather than on a pro rata basis.
14. Directors. For so long as the Shareholders own any Shares, each Shareholder agrees to vote or continue to vote his
or her Shares to elec' the members of the Corporations Board of Directors as of the date of this Agreement to the
Board of Directors,
is. Waiver of Court Decree of Dissolution. Except as provided in Section 9.3 hereof, the parties agree that irreparable
damage would be done to the good will and reputation of the Corporation if any party hereto were to bring an action
in court to invotuntarlly dissolve the Corporation. Care has been taken In this Agreement to provide what the parties
feel are fair and just payments to any party terminating an interest in the Corporation. Accordingly, each
Shareholder accepts the provisions under this Agreement as such Shareholder's sole entitlement with regard to
Shares in the Corporation. Each Shareholder hereby waives and renounces any and all rights to seek a court decree
of dissolution other than as provided in this Agreement,
16. Termination. This Agreement will terminate automatically upon the occurrence of any of the following:
16.1 Agreement. An agreement in writing executed by all Shareholders who are parties to this Agreement and
who own Shares;
161 One Sbareholder. One Shareholder becomes the owner of all of the Shares which are then subject to this
Agreement; or
16.3 Dissolution. The dissolution of the Corporation.
17. Arbitration. In the event of a dispute, claim and/or disagreement between the Shareholders or between any of the
Shareholders and the Corporation arising out of, under, in connection with, or in relation to, this Agreement or any
agreement, cote, or other instrument or document executed or to be executed pursuant to the terms and conditions of
this Agreement, including any claims of disputes involving fraud or fraud in the inducement, such disputes, claims
and/or disagreements must be submitted to binding arbitration before the American Arbitration Association, in
accordance with the rules of the American Arbitration Association; provided that the valuation of Shares to be
transferred as set forth in Sections 4, 5, 7 and 10 will not be subject to arbitration. Any arbitration hearing will be
limited to not more than 3 day(s). Unless otherwise agreed by the parties, such arbitration will occur in Cumberland
County, Pennsylvania. A decision of the arbitrator(s) will be final and binding upon all parties, and jpdgment upon
the award of the arbitrator(s) may be entered in any court having jurisdiction. The arbitrator(s) is entitled to award or
include in any award the specific performance of the terms of this Agreement. The costa of any Arbltiadon
proceeding will be paid by the Corporation, and the parties will pay their own attomsys' fees and expenses.
Notwithstanding the foregoing, any party to this Agreement may seek and obtain injunctive or other pppropriate
equitable relief from a court of competent jurisdiction to prevent or end a violation of this Agreement that would
cause irreparable harm to such party and for which it would be difficult or impossible to determine the damages that
would arise from such violation or the continuance thereof, provided, however, that the substance ae4ay dispute is
to be resolved through Arbitration as provided in this Section and that the toures equitable relief may; include an
order compelling such arbitration.
18. Release of Guarantees. This Corporation agrees that upon the purchase of A ShArehoiden's Shares, either by the
remaining Shareholder or by the Corporation, the Corporation will obtain the release of the transferring Shareholder
from any personal guarantees of the obligations of the Corporation, unless the transferring Shareholder agrees to
waive this provision.
19. Shareholder Control Agreement. To the extent that this Agreement relates to the voting of Shares or the control of
the business and affairs of the Corporation, the panics intend that this Agreement constitute a shareholder voting
e0ott H`JflYMMOTf-931LLHyHo 0009MUT %yd Te:LT 911E CO/9T/ZT
agreement and a shareholder control agreement, and that it be specifically enforceable in accordance with the terms
of the Pennsylvania Business Corporation Act, as amended, and any successors thereto. A copy of thin Agreement is
to be filed with the Secretary of the Corporation.
20.
Boo Q?
Miscellaneous.
20.1 Governing Law; Venue. This Agreement is made under and is to be govemed by, and construed in
accordance with, the laws of the State of Pennsylvania (without regard to its conflicts of laws principles),
and, subject to the provisions of Section 17, each of the parties hereto consents to venue of any suit or
action arising out o4 under, in connection with, or in relation to this Agreement in an appropriate court with
jurisdiction in Cumberland County, Pennsylvania.
20.2 Construction; Severability. Wherever possible each provision of this Agreement is to be interpreted in
such a manner as will be effective and valid under applicable law, but if any provision of this Ai rearroz is
prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions
of this Agreement.
20.3 Binding Agreement. This Agreement is binding not only upon the parties hereto, but also upon their heirs,
personal representatives, successors, and assigns; and the parties hereby agree for themselves, their heirs,
personal representatives, successors, and assigns to execute any Instrument and to perform any acts that
may be necessary or proper to carry out the purposes of this Agreement.
20A Legend. Each Shareholder agrees to cause the following legend to be endorsed upon the certificates
representing the Shambolder's Shares, and that all Shares hereafter issued to them will bear the same
endorsement:
"These shares are subject to, and are transferable only upon the terms and conditions of, that
certain, Buy-Sell Agreemeat between the Corporation and its Shareholders dated effective July 18,
2001, which agreement also constitutes a shareholder control agreement. A copy of said
agreement is on file with the Corporation Any attempted transfar of these shares other than in
accordance with said agreement, whether by or pursuant to a gift, sale, pledge, or otherwise, and
whether voluntarily or involuntarily, is void and of no effect"
20.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which will be
deemed to be an original, and all of which will constitute one and the same instrument
20.6 Extension of Time for Performance. If a patty's performance of any obligation or exercise of any option
under this Agreement might reasonably be expected to be affected by the prior determination of the
purchase price mad the purchase price cannot administratively be determined within the period of tune
specified, then the period of time within which such action must be taken will be extended to the date
fifteen (15) days after the date on which the purchase price is determined.
20.7 Amendment. This Agreement may be amended or modified only by a writing executed by all of the parties
hereto.
20.8 Integration. This Agreement, together with any agreement note, or other instrument or document executed
or to be executed pursuant to the terms and conditions of this Agreement, constitutes the entire agreement
of the parties with respect to the subject matter hereof and replaces and supersedes any and all prior oral or
written agreements, representations and discussions pertaining to the subject matter hereof or thereof.
20,9 Notices. Any notice, offer, acceptance of an offer of other communication provided for by this Agreement
must be in writing and will be deemed given or delivered when delivered by hand or when deposited in the
United States mail, certified or registered, return receipt requested, postage prepaid and properly addressed.
The proper address of the Corporation is its principal office address and the proper address of any other
party is the address on file with the Corporation, and the Corporation will make such Information available
to any Shareholder upon request. The address of a party to whom notices or other communications is to be
mailed may be changed from time to time by giving written notice to all other patsies to this Agreement.
HDaVMHON-HH 11fiFH0 50099bLTLT %Y3 Zt:LT MU CO/9T/ZT
20.10 Representation. Each of the Shareholders represents and acknowledges that he or she has had the
opportunity to seek and obtain the advice of separate counsel, at such Shareholder's own expense, with
respect to this Agreement and has not sought or relied upon the advice of the corporation or any of its
attorneys regarding this Agreement or any matter relating thereto.
20.11 Gender and Number. Pronoun references in the Agreement are deemed to be of any gender relevant to the
context, and words used in the singular may also include the plural.
20,12 Employment Agreements. Nothing in this Agreement shall be construed to modify the terms of an
employment agreement, if any, between the Corporation and any Shareholder or shall be construed to
constitute, or evidence, an agreement or understanding, whether express or implied. by the Corporation to
(i) employ or retain any Shareholder for any specific period of time or (ii) terminate a Shareholder only for
cause.
20.13 Captions. Captions and headings in this Agrocment are for convenience only and In to way define, Iimit,
or describe the scope or intent of the provisions hereof.
21. ]equity in Other Firms. If a shareholder acquires equity ownership in an engineering firm that is a competitor of
the corporation, the corporation shall have the right to purchase all the shares of that shareholder, if upon notice
from the corporation, the shareholder does not liquidate all shares held In competitor firm within 15 days. The
purchase price of shares purchased under this section shall be as determined in section S (a) of this agreement The
Board of Directors by unanimous vote shall detemdue whether an engineering fmn is a competitor.
The parties have executed this Agreement as of the date first written above.
SHAREHOLDERS;
C?erl?Davis
,IS; Crabtree
S
! 0
Mrxc Kurewski
Civil & Environmental Design Group, Inc.
By ?To lY. Stager, PmsldEnt
OTO(M 139aYMO11-9mua ?IO LV00926LTLT IM WZT aU £0/9I/tT
. M
Exhibit A
Consent
This Consent takes effect on the _ day of , 200.,, by the undersigned as required by that
certain Buy-Sell Agreement among Stager, Bridges, Davis, Rohrbaugh, Crabtree, and Kurowski dated effective
June 1, 2001 (the "Agreement").
The undersigned hereby agrees to be subject to all terms and conditions of the Agreement. The
undersigned will hereafter be deemed to be a "Shareholder" and a "Senior Associate" as set forth in the
Agreement. With the exception of the addition of the undersigned as an additional party, all other provisions of
the Agreement will remain in full force and effect.
The undersigned has executed this Consent as of the date first above written.
Signature
Print Name
10
TToln IDf1VHN Mr_3MU"HO LrooaPLTLT Yva C6 LT 311E E0/9T/ZT
''17/18/03 THU 11:50 FAX 17174580047 CRABTREE-ROERBAUGH
EXHIBIT B
FORMULA" FOR PURPOSES OF DETERMINING FAIR MARKET VALUE
1. The value for each of the Shares shall be the Total Value of Corporatiou divided by the number of Shares (not
Options) issued and outstanding on the date of the event triggering the purchase.
21 The value will not be adjusted for a minority interest.
3. The Total Value of Corporation shall be the sum of the Oneoing Business Value and the Stockholder's Equity as
such term is defined on xh b entitled Defined Terms, attached hereto.
4. The Ongoing Business Value shall be equal to the Three-Year Weighted Average of Net Hiiliatcs.
5. The Three-Year Weighted Average of Net Eillinas shall be equal to the sum of the Weighted Not Billings for each
the previous three (3) fiscal years; divided by three (3). The previous three (3) fiscal years for the purposes of this
Agreement is the period including the three (3) full fiscal years immediately preceding dw year in which the event
triggering the purchase occurred.
6. The Weighted Net Billings shall be determined by a formula, which multiplies such year's Net Billings by the
Weighted Average Factor. The Weighted Average Factor shall be equal to 1.00 for the year immediately preceding
the year in which the event triggering the purchase occurred, and for each next preceding year, shall be 0.80,and
0.60. respectively.
71 The calculation of the value of the Shares shall be set forth substantially in the form of Elbibit I, attached hereto.
8. All capitalized terms not otherwise defined herein shall have the meetings asset forth on Extibit II.
Q00
11
12/18/0.3 THU 16:21 FAX 17174580047
1
CRABTREE_Ro M AUGH
EYI.DBIT I
&le of
Stock Valuation
Civil & Environmental Design Group
For Year Ending December 31, 2002
Year Ended
Dtc - 2000
Dec - 2001
Dee - 2002
Net Billings Weighted . Weighted Net
Average Billings
Factor
5300,000 0.6
5400,000 0.8
$500,000 1
Total
Divided by # of years
Ongoing Business Value
Plus Stockholders TLquity
Total
# Of Shares Outstanding
Value per Share
5180,006
$320,000
$500,000
$1,000,000
3
$333,333
$150,000
$483,333
320,000
$1.51
0 002
12
CWTgEE__RO BAUGH
1`YI18lOS TlW 18:21 FAS 17174580047
EXHIBIT 1.1
Defined Terms
moos
1. "Het Billings" means the Corporation's gross billings in a given year less billings from consultants. The amount of
"Net Billings" may be found on the Statement of Operations and Retained Earnings as put of the most recent fiscal
year accrual financial statements of the Corporation.
2. "Stockholders Equity" means common stock, additional paid in capital and retained earnings. Stockholders
Equity may be found on the balance sheet of the most recent fiscal year accrual financial statements of the
Corporation
13
Exhibit B
1.2/18/09 TUE 17;12 FAX 17174Do0047 CRABTREE-201IRBAUGE
KLETT RWM LIEBER & SCHOUING
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
All. C. Warch:.w
(717)231.7715
240 N. THIRD STREET, SUITE 600
HAIMISBVRG, PENNSYLVANIA 171014503
Telephone (717) 231.7700
December 16, 2003
VIA HAND DELIVERY
Thomas Crabtree
G. Douglas Rohrbaugh
Crabtree Rohrbaugh & Associates
401 E. Winding Hill Road
Mechanicsburg, PA 17055
Re: Civil and Environmental Design Group
Dear Tom and Doug:
I have been retained by the other
Group (the "Corporation") to approach you reg.
possible purchase of your shares. Those shareh
Stager and James Bridges.
As you know, those shareholders v
your stock. Using 2003 market data for the A/E i;
of your holdings, before making a downward adjL
$117,000- My clients feel this is a very generous
your investment. This offer was previously made
yn,j again We had hoped t^,o^=! e t ;s rsr_,
to be cancelled due to your unwilliti
ies
s to meet
As discussed previous];, my client.
continue to.grow, it will have to put stoc6 in the b
and are expecting ownership opportunities. ; Addi
new and talented engineers.as the company's.rnar
available.
KIuSPCx:2612a1
FACSMILE (717) 231.7712
DMAIL: aewa h#-@Idet"6"V-wm
rolders in Civil and Environmental Design
the future of the Corporation and the
are Carl Davis, Marc Kurowski, Todd
3uld like to love the Corporation purchase
dustry, they have determined that the value
tthent for minority interest, is approximately
dui and one that pays you handsomely for .
and I have been authorized to extend it to
iC-,, l:,t `.t4rk: unfortunately tti°- meeting h--'
feel strongly that in order for the company to
ids of its staff that are working to create value
Iilally, ownership must be available to attract
I area grows. Currently, this option is not
0 002
PENNSYLVANIA DPLAWARE • j NEW JERSEY WASHINGTON, D.C.
•kz116103 TUE 17:13 FAX 17174,..3047 CRABTREE-ROHRBAUGH
KLETT ROOM LZBER & SCHORL]NC
Thomas Crabtree
G. Douglas Rohrbaugh
Crabtree Rohrbaugh & Associates
December 16, 2003
Page No. 2
I understand your position in the past has been that if your stock is for sale, the
buy-sell Agreement dictates the price at which these shares must be purchased by the
Corporation. The selling price calculated under the formula in this Agreement is not equitable.
While I understand that there is a buy-sell agreement which applies to voluntary transfer, death
and disability, it has no application to this situation.
My clients feel that in the unfortunate event that the firm cannot acquire your
shares, the Board of Directors and the majority shareholders will be forced to exercise their
statutory right to dissolve the corporation voluntarily. In the case of a voluntary dissolution,
you will receive only the liquidation value of your shares and then only to the extent and at such
time as accounts receivable are collected. Liquidation value would certainly be less than the
offer price and possibly less than book value. .
The majority shareholders have aced me to extend this offer to you, but have
instructed me that the offer will be open only und1,DpceTnber 29, 2003. At that time, they will
be forced to take such action as is necessary to dissolve the Corporation. Please reconsider this
offer carefully.
Ally C. Warshaw
For KLETT ROOkY LIEBER &,SCHORLING
A Prv..- sW w Corporation
ACW:gkd
Enclosure
v ,
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SHERIFF'S RETURN - NOT SERVED
CASE NO: 2004-04263.P '
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF CUMBERLAND
CRABTREE THOMAS C ET AL
VS
DAVIS CARL J ET AL
R. Thomas Kline , Sheriff
who being duly
rn
according to law, says, that he made a diligent search and inquiry for
the within named DEFENDANT to wit:
DAVIS CARL J
unable to locate Him in his bailiwick. He therefore returns
COMPLAINT & NOTICE
the within named DEFENDANT , DAVI
NOT SERVED ,
5000 RITTER ROAD SUITE 203
MECHANICSBURG, PA 17055
NOT SERVED
ST FROM ATTORNEY.
Sheriff's Costs: So answers: --" --
Docketing 18.00
Service .00
Affidavit .00 R. Thomas Kli-fe
Surcharge 10.00 Sheriff of Cumberland County
.00
28.00 MCNEES WALLACE NURICK
03/03/2005
Sworn and subscribed to before me
this day of
A . D
Prothonotary
t was
to
_.r
SHERIFF'S RETURN - NOT SERVED
CASE NO: 2004-04263 'P
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF CUMBERLAND
CRABTREE THOMAS C ET AL
VS
DAVIS CARL J ET AL
R. Thomas Kline Sheriff , who being duly
according to law, says, that he made a diligent search and i
the within named DEFENDANT , to wit:
STAGER TODD N
unable to locate Him in his bailiwick
COMPLAINT & NOTICE
the within named DEFENDANT
5000
SUITE 203
He therefore returns t
TODD N
ry for
was
NOT SERVED jas to
MECHANICSBURG, PA 17055
VED PER
ATTORNEY
Sheriff's Costs: So answers.-?
Docketing 6.00
G
Service .00
Affidavit .00 R. Thomas Klin `-
Surcharge 10.00 Sheriff of Cumberland County
.00
16.00 MCNEES WALLACE NURICK
03/03/2005
Sworn and subscribed to before me
this day of
A. D. n n
Prot/tyonotary
SHERIFF'S RETURN - NOT SERVED
CASE NO: 2004-04263?P '
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF CUMBERLAND
CRABTREE THOMAS C ET AL
VS
DAVIS CARL J ET AL
R. Thomas Kline , Sheriff
, who being duly
according to law, says, that he made a diligent search and inquiry for
the within named DEFENDANT to wit:
KUROWSKI MARK but was
unable to locate Him in his bailiwick. He therefore returns t
COMPLAINT & NOTICE
NOT SERVED s to
the within named DEFENDANT KUROWSKI MARK
5000 RITTER ROAD SUITE 203
MECHANICSBURG, PA 17055
NOT SERVED
FROM ATTORNEY
Fv1
Sheriff's Costs: So answers
Docketing 6.00 --
Service .00
Affidavit .00 R. Thomas Kline
Surcharge 10.00 Sheriff of Cumberland County
00
16.00 MCNEES WALLACE NURICK '
03/03/2005
Sworn and subscribed to before me
this i day of
S A.D.
2
?
j
t
h o notary
SHERIFF'S RETURN - NOT SERVED
CASE NO: 2004-04263'P '
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF CUMBERLAND
CRABTREE THOMAS C ET AL
VS
DAVIS CARL J ET AL
R. Thomas Kline Sheriff , who being duly
according to law, says, that he made a diligent search and inqui
the within named DEFENDANT , to wit:
BRIDGES JAMES S uu'
unable to locate Him in his bailiwick. He therefore returns th
COMPLAINT & NOTICE
NOT SERVED ,
the within named DEFENDANT BRIDGES JAMES S
5000 RITTER ROAD SUITE 203
MECHANICSBURG, PA 17055
NOT SERVED PER REQUEST FROM ATTORNEY
Sheriff's Costs: So answers;-,
Docketing 6.00
l?
Service .00
Affidavit .00 R. Thomas Kline
Surcharge 10.00 Sheriff of Cumberland County
.00
16.00 MCNEES WALLACE NURICK
03/03/2005
Sworn and subscribed to before me
this 9_ day of lla?
i
A . D .
Pr honotary
for
was
to
SHERIFF'S RETURN - NOT SERVED
CASE NO: 2004-04263 P
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF CUMBERLAND
CRABTREE THOMAS C ET AL
VS
IS CARL J ET AL
R. Thomas Kline , Sheriff , who being duly worn
according to law, says, that he made a diligent search and inqu ry for
the within named DEFENDANT to wit: --
CEDG INC bit was -?
unable to locate Them in his bailiwick. He therefore returns tae
COMPLAINT & NOTICE
NOT SERVED , as to
the within named DEFENDANT , CEDG INC
5000 RITTER ROAD SUITE 203
MECHANICSBURG, PA 17055
NOT SERVED PER REQUEST FROM ATTORNEY -
_
Sheriff's Costs: So answers:
Docketing 6.00
Service 00
Affidavit .00 'R. Thomas Kline
Surcharge 10.00 Sheriff of Cumberland County
.00
16.00 MCNEES WALLACE NURICK
03/03/2005
Sworn and subscribed to before me
this 7 day of
Protonotary
Curtis R. Long
Prothonotary
office of the Protbonotarp
11 Renee K. Simpson
Cumberranb Countp
Deputy Prothonotary
John E. Slike
Solicitor
QL/ -42,/.3 CIVIL TERM
ORDER OF TERMINATION OF COURT CASES
AND NOW THIS 29TH DAY OF OCTOBER 2008 AFTER MAILING NOTICE OF
INTENTION TO PROCEED AND RECEIVING NO RESPONSE - THE ABOVE
CASE IS HEREBY TERMINATED WITH PREJUDICE IN ACCORDANCE WITH PA
R. C P 230.2
BY THE COURT,
CURTIS R. LONG
PROTHONOTARY
One Courthouse Sauare • Carlisle, Pennsylvania 17013 • (717) 240-6195 • Fax (717) 240-6573