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Home My WebLink About06-0907U . l 1?r?55CG 0?5 /? f /Ic,, vs. iylTLL -r?iIZUM /7#1X* q?y Sy?T??s D? ?'?ca?ult? In the Court of Common Pleas of Cumberland County, Pennsylvania No. nja - 90 '7 Civil. 19 SY'SI?n?S -Z7 q 6y<. Cant oit?? /LU r?r. 4we-e5S. Ad. Aax- /A65-, A?t ?7esy 1?°' To Prothonouuy A%/7s2S` ?, Attorney for iff Ak -L0 6 2tlo f 1 1" I i I No. Term, 19 Y' Y r i? VS. PRAECIPE 4 ss. s-o (2-K%41 Z ''ID 19 Atty. R?u /7yg4p--" .. Commonwealth of Pennsylvania County of Cumberland WRIT OF SUMMONS RUSSELL E. DANIELS Plaintiff Vs. MILLENNIUM PHARMACY SYSTEMS, INC. 2250 MILLENNIUM WAY, STE. 300 ENOLA PA 170225 Defendant Court of Common Pleas No 06-907 In CivilAction-Law To MILLENNIUM PHARMACY SYSEMS, INC:, You are hereby notified that RUSSELL E. DANIELS the Plaintiff(s) has / have commenced an action in Civil Action-Law against you which you are required to defend or a default judgment may be entered against you. (SEAL) Date FEBRUARY 15, 2006 Curtis R. Long Prothonotary By eputy Address: 127 S. MARKET ST. MECHANICSBURG PA 17055 Attorney for: Plaintiff Telephone: (717) 697-7050 Supreme Court ID No. 62469 Attorney: ANDREW C. SHEELY, ESQ. Name: SHERIFF'S RETURN - REGULAR CASE NO: 2006-00907 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND DANIELS RUSSELL VS MILLENNIUM PHARMACY SHANNON SHERTZER Sheriff or Deputy Sheriff of Cumberland County,Pennsylvania, who being duly sworn according to law, says, the within WRIT OF SUMMONS was served upon MILLENNIUM PHARMACY SYSTEMS INC the DEFENDANT , at 0014:40 HOURS, on the 15th day of February , 2006 at 2250 MILLENNIUM WAY STE 30 ENOLA. PA 1702 KAREN STANSBURY (OFFICE by handing to MANAGER) a true and attested copy of WRIT OF SUMMONS together with and at the same time directing Her attention to the contents thereof. Sheriff's Costs Docketing 18.00 Service 14.08 Affidavit .00 Surcharge 10.00 POSTAGE .39 42.47 Sworn and Subscribed to before me this _/7 day of 9 ?26ti A.D. Prat tary So Answers: R. Thomas Kline 02/16/2006 ANDREW SHEELY By: Deputy Sheriff Andrew C. Sheely, Esquire 127 S. Market Street P.O. Box 95 Mechanicsburg, PA 17055 PA ID NO. 62469 717-697-7050 (Phone) 717-697-7065 (Fax) RUSSELL E. DANIELS, Plaintiff V. MILLENIUM PHARMACY SYSTEMS, INC., Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA : 06 - 907 : CIVIL ACTION -LAW : JURY TRIAL DEMANDED 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, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Carlisle, PA 17013 717-249-3166 Andrew C. Sheely, Esquire Attorney for Plaintiff 127 S. Market Street P.O. Box 95 Mechanicsburg, Pennsylvania 17055 Cumberland County Bar Association 32 South Bedford Street 717-697-7050 717-697-7065 (fax) Andrew C. Sheely, Esquire 127 S. Market Street P.O. Box 95 Mechanicsburg, PA 17055 PA ID NO. 62469 717-697-7050 (Phone) 717-697-7065 (Fax) RUSSELL E. DANIELS, Plaintiff V- MILLENIUM PHARMACY SYSTEMS, INC., Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA : 06 - 907 : CIVIL ACTION -LAW : JURY TRIAL DEMANDED COMPLAINT Plaintiff, Russell E. Daniels, by and through counsel of Andrew C. Sheely, Esquire, hereby files this Complaint, and respectfully states as follows: 1. Plaintiff is Russell E. Daniels, (hereinafter "Plaintiff") is an adult individual who resides at 574 Meadowcroft Circle, Mechanicsburg, Cumberland County, Pennsylvania. 2. Defendant, Millenium Pharmacy Systems, Inc., (hereinafter "Defendant") is a Delaware Corporation with a principal office located at 2250 Millenieum Way, Ste 300, Enola, Cumberland County, Pennsylvania, as of the filing of this civil action. 3. Plaintiff commenced employment as Director of Pharmacy operations with Defendant on or about September 1, 2002 in Enola, Cumberland County, Pennsylvania. 4. In accordance with a written agreement prepared by Defendant dated June 11, 2002 attached hereto as Exhibit "A", Defendant agreed to pay Plaintiff an annual gross salary of $95,000.00. 5. In accordance with a written agreement dated June 11, 2002 attached hereto as Exhibit "A", Defendant agreed to pay Plaintiff quarterly incentive payments equal to six percent (6%) of the gross profits generated by Defendant during Plaintiff s employment. 6. In accordance with a written agreement dated June 11, 2002 attached hereto as Exhibit "A", Defendant agreed to provide Plaintiff with equity incentives in the form of stock options to purchase fifty thousand (50,000) shares of Defendant's common stock. 7. Plaintiff believes and therefore avers that Defendant's gross profits for the month of May, 2004 equaled twenty-eight thousand one hundred five dollars ($28,105.00). 8. Plaintiff believes and therefore avers that Defendant's gross profits for the month of June, 2004 equaled thirty-five thousand eight hundred ninety-five dollars ($38,895.00). 9. Plaintiff believes and therefore avers that Defendant's gross profits for the month of July, 2004 equaled thirty-five thousand four hundred seventy-five dollars ($35,475.00). 10. Plaintiff believes and therefore avers that Defendant's gross profits for the month of August, 2004 exceeded thirty-five thousand dollars ($35,000.00). 11. Plaintiff believes and therefore avers that Defendant's gross profits for the month of September 2004 equaled fifty-seven thousand eighty dollars ($57,080.00). 12. Plaintiff believes and therefore avers that Defendant's gross profits for the month of October, 2004 equaled seventy-six thousand five hundred six dollars ($76,506.00). 13. Plaintiff believes and therefore avers that Defendant's gross profits for the month of November 2004 equaled ninety-seven thousand four hundred nineteen dollars ($97,419.00). 14. Plaintiff believes and therefore avers that Defendant's gross profits for the 2 month of December 2004 equaled ninety-one thousand five hundred forty dollars ($91,540.00) 15. Plaintiff believes and therefore avers that Defendant's gross profits for the month of January 2005 equaled ninety-five thousand two hundred forty-three dollars ($95,243.00). 16. Plaintiff believes and therefore avers that Defendant's gross profits for the month of February 2005 equaled ninety thousand eight hundred ten dollars ($95,810.00). 17. Plaintiff believes and therefore avers that Defendant's gross profits for the month of March 2005 equaled eighty-nine thousand one hundred seventy-two dollars ($89,172.00). 18. Plaintiff believes and therefore avers that Defendant's gross profits for the month of April 2005 equaled ninety thousand seven hundred ninety-six dollars ($90,796.00). 19. Plaintiff believes and therefore avers that Defendant's gross profits for the month of May 2005 equaled ninety-two thousand eight hundred thirty-two dollars ($92,832.00). 20. Plaintiff believes and therefore avers that Defendant's gross profits for the month of June 2005 equaled ninety five thousand forty-five dollars ($95,045.00). 21. Plaintiff's employment terminated with Defendant on or about July 15, 2005 and Plaintiff is entitled to a portion of Defendant's gross profits for the month of July 2005 through the date of employment termination. 22. Defendant paid Plaintiff four payments of $5,000.00 each equaling a total amount of $20,000.00 subsequent to Plaintiff's termination in accordance with the terms and conditions of Exhibit "A". COUNT 1 - BREACH OF CONTRACT 23. Paragraphs 1 - 22 are incorporated herein as if set forth at length. 24. After repeated demands, Defendant has failed to pay Plaintiff quarterly incentive payments equal to six percent (6%) of the gross profits generated by Defendant for the period of May 1, 2004 through the end of Plaintiff's employment. 25. Defendant breached the terms of its agreement with Plaintiff by failing to pay Plaintiff six percent (6%) of the gross profits generated by Defendant for the period of May 1, 2004 through the end of Plaintiff's employment. 26. Plaintiff is entitled to an amount of sixty-thousand, six hundred fifty-five dollars and eight cents ($60,655.08), plus interest, less amounts paid after Plaintiff's termination, as a result of Defendant's failure to pay Plaintiff six percent (6%) of the gross profits generated by Defendant for the period of May 1, 2004 through the end of Plaintiff s employment. 27. Plaintiff, at all times relevant to the claim set forth in this Count 1, fully complied with all conditions and terms of his employment. 28. Plaintiff believes and therefore avers that the amount sought herein exceeds the amount required for compulsory arbitration. WHEREFORE, Plaintiff respectfully requests that this Honorable Court enter judgment against Defendant and in favor of Plaintiff in an amount in excess of the amount of sixty thousand, six hundred fifty-five dollars and eight cents ($60,655.08), plus interest, and costs of this action, less any payments made after the date of termination. COUNT 2 - BREACH OF CONTRACT 29. Paragraphs 1 - 28 are incorporated herein as if set forth at length. 30. Plaintiff believes and therefore avers that Plaintiff's efforts as director of 4 pharmacy operations substantially improved the business operations of Defendant. 31. Plaintiff believes and therefore avers that Defendant terminated Plaintiff s employment directly as a result of Defendant's intent to prohibit Plaintiff from acquiring stock in accordance with the terms of the written agreement and employment contract attached hereto as Exhibit "A". 32. After repeated demands, Defendant has failed to provide Plaintiff with equity incentives in the form of stock options to purchase fifty thousand (50,000) shares of Defendant's common stock as set forth in Exhibit "A". 33. Plaintiff, at all times relevant to the claim set forth in this Count 2, fully complied with all conditions and terms of his employment. 34. As a result of Defendant's failure to provide Plaintiff with equity incentives in accordance with the terms set forth in Exhibit "A", Plaintiff has sustained damages in an amount equal to the value of fifty thousand shares of Defendant's common stock as of July 15, 2005, an amount in excess of compulsory arbitration. WHEREFORE, Plaintiff respectfully requests that this Honorable Court enter judgment against Defendant and in favor of Plaintiff in an amount of $50,000.00, plus interest, and costs of this action. COUNT 3 - BREACH OF CONTRACT 35. Paragraphs 1 - 34 are incorporated herein as if set forth at length. 36. Plaintiff was entitled to period of paid vacation in accordance with the terms and conditions as set forth in Exhibit "A". 37. As of July 15, 2005, Plaintiff was entitled to five weeks paid vacation from Defendant. 38. As a result of Plaintiff's termination from employment by Defendant, Plaintiff has been damaged in the amount of $9,100.00, an amount equal to Plaintiff s accumulated vacation leave, an amount requiring compulsory arbitration. 39. Plaintiff, at all times relevant to the claim set forth in this Count 3, fully complied with all conditions and terms of his employment. WHEREFORE, Plaintiff respectfully requests that this Honorable Court enter judgment against Defendant and in favor of Plaintiff in an amount of $9,100.00, plus interest, and costs of this action. COUNT 4 - UNJUST ENRICHMENT 40. Paragraph 1 - 39 are hereby incorporated as if set forth at length. 41. As a result of Defendant's refusal to comply with the terms of its employment agreement with Plaintiff after termination, Defendant has been unjustly enriched in the amount of sixty-thousand, six hundred fifty-five dollars and eight cents ($60,655.08), plus interest, as a result of Defendant's failure to pay Plaintiff six percent (6%) of the gross profits generated by Defendant for the period of May 1, 2004 through the end of Plaintiff s employment, less the amount of $20,000.00 paid after the date of termination. 42. Plaintiff has been harmed and suffered losses as a result of Defendant's refusal to comply with the terms of its employment agreement. WHEREFORE, Plaintiff respectfully requests that this Honorable Court enter judgment against Defendant and in favor of Plaintiff in an amount in excess of the amount of sixty thousand, six hundred fifty-five dollars and eight cents ($60,655.08), plus interest, and costs of this action, less any payments made after the date of termination, and amount in excess of compulsory arbitration limits. 6 COUNT 5 - UNJUST ENRICHMENT 43. Paragraphs 1 - 42 are incorporated herein as if set forth at length. 44. As a result of Defendant's refusal to comply with the terms of its employment agreement with Plaintiff, Defendant has been unjustly enriched in the amount of fifty thousand dollars ($50,000.00) due to its failure to provide Plaintiff with equity incentives in the form of stock options to purchase fifty thousand (50,000) shares of Defendant's common stock. 45. Plaintiff has been harmed and suffered losses as a result of Defendant's refusal to comply with the terms of its employment agreement as to Plaintiff's right to acquired stock from Defendant. WHEREFORE, Plaintiff respectfully requests that this Honorable Court enter judgment against Defendant and in favor of Plaintiff in an amount of $50,000.00, plus interest, and costs of this action, an amount in excess of compulsory arbitration limits. COUNT 6 - UNJUST ENRICHMENT 46. Paragraphs 1 - 45 are incorporated herein as if set forth at length. 47. As a result of Defendant's refusal to comply with the terms of its employment agreement as to Plaintiff's accumulated vacation, Defendant has been unjustly enriched in the amount of $9,100.00 by failing to pay Plaintiff for his accumulated vacation days due Plaintiff as of July 15, 2005. 48. Plaintiff has suffered a direct loss as a result of Defendant's refusal to compensate Plaintiff for unused vacation days as of the date of Plaintiff's termination. WHEREFORE, Plaintiff respectfully requests that this Honorable Court enter judgment against Defendant and in favor of Plaintiff in an amount of $9,100, plus interest, and costs of this action, an amount requiring compulsory arbitration. 7 COUNT 7 - SPECIFIC PERFORMANCE - STOCK OPTIONS 49. Paragraphs 1 - 48 are incorporated herein as if set forth at length. 50. In the alternative, Plaintiff is entitled to specific performance to compel Defendant to award stock options as set forth in Exhibit "A" as a result of Defendant refusal to offer such stock options to Plaintiff as of the date of Plaintiff's termination from employment. WHEREFORE, Plaintiff respectfully requests that this Honorable Court direct Defendant to offer to Plaintiff stock options at an amount equal to the stock as of the date of Plaintiff's termination. Res ct_ful/ly submitted Andrew C. Sheely, Esquire 127 S. Market Street P.O. Box 95 Mechanicsburg, Pennsylvania 17055 717-697-7050 717-697-7065 (fax) 8 Exhibit "A" O M p L L F M N! V M P N A R M A S Y 5 Y& T F F0. F I N r. June 11, 2002 Mr. Russell Daniels 6343 Creekview Road Mechanicsburg, PA 17050 Dear Russ: As discussed at our meetings in May, this letter is to offer you a position as Director of Pharmacy with Millennium Pharmacy Systems, Inc. (MPS). Your employment will begin with the startup of an MPS satellite pharmacy in central Pennsylvania, on or about September 1, 2002. You will be paid a base annual salary of $95,000 plus a quarterly incentive equivalent to 6% of the gross profit generated by business serviced from your location. Your benefits will include health insurance, vacation and other ordinary and customary benefits offered to MPS employees. As discussed, vacation allowance will be 2 weeks for the first year of employment and 3 weeks for each employment year thereafter. In addition to the above you will be given an equity incentive in the form of a stock option to purchase 50,000 shares of MPS common stock with two year vesting as follows: • After 12 months 25,000 shares • After 24 months 25,000 shares The exercise price for these options will be at the most recent valuation for MPS common stock at the time of vesting. The options will be subject to terms and conditions as determined by the MPS Board of Directors regarding length, terms of exercise, taxability and other features normally associated with both qualified and non-qualified stock option plans. As a condition of employment and issuance of stock options, you will be required to sign a mutually acceptable no-compete agreement. Russ, we are pleased at your interest in joining the MPS tem and look forward to having you be part of this exciting opportunity. Sincerely, Ga Du Presiden d CEO Cc: Mr. Steven N. Brody Mr. S. Michael Streib, Esq. VERIFICATION I verify that the statements made in this Complaint are true and correct. I understand that false statements herein are made subject to penalties of 18 Pa.C.S.A. Section 4904, relating to unsworn falsification to authorities. r Date: January 2008 Russell E. Daniels CERTIFICATE OF SERVICE I, ANDREW C. SHEELY, hereby certify that I served a true and correct copy of Plaintiff's Motion for Summary Judgment upon all counsel of record on the below listed dates by first class mail, postage prepaid to the last known address of the persons named below: Millenium Pharmacy Systems, Inc. 2250 Millenium Way, Suite 300 Enola, PA 17025 Millenium Pharmacy Systems, Inc. 103 Bradford Road, Suite 100 Wexford, PA 15090 Jacqueline Jackson-DeGarcia Kirkpatrick & Lockhart Nicholson Graham LLP 17 North Second Street, 18t`' Floor Harrisburg, PA 17101-1507 February , 2008 Andrew C. Sheely; Attorney ?? ^_' ?.-? ?: ? ? ..,? C.J {?ti ?? ?? ?_: =` ? ... < C.?f ? `t) ?. ; ??( S `-? i"? i ;t-' i C.': '? ,? • .?? ? Andrew C. Sheely, Esquire 127 S. Market Street P.O. Box 95 Mechanicsburg, PA 17055 PA ID NO. 62469 717-697-7050 (Phone) 717-697-7065 (Fax) RUSSELL E. DANIELS CIVIL ACTION - LAW Plaintiff No. 06-907 V. MILLENNIUM PHARMACY SYSTEMS, INC. Defendant PRAECIPE TO SETTLE AND DISCONTINUE TO: CURTIS R. LONG, PROTHONOTARY, CUMBERLAND COUNTY COURTHOUSE CARLISLE, PA 17013 Kindly mark the above-captioned matter settled and discontinued. Ay--.1)03t1R - Andrew C. Sheely, Esquire Attorney for Plaintiff 127 S. Market Street P.O. Box 95 Mechanicsburg, Pennsylvania 17055 717-697-7050 717-697-7065 (fax) C? ?"" ? '?i ,-, ?.... ?r t_;?? E - - r^t..? ?? 5:... ice.,. S.,„ 4 Y ?_ i