Attached files
file | filename |
---|---|
8-K - FORM 8-K - BLACK BOX CORP | l38720e8vk.htm |
EX-99.5 - EX-99.5 - BLACK BOX CORP | l38720exv99w5.htm |
EX-99.1 - EX-99.1 - BLACK BOX CORP | l38720exv99w1.htm |
EX-99.3 - EX-99.3 - BLACK BOX CORP | l38720exv99w3.htm |
EX-99.2 - EX-99.2 - BLACK BOX CORP | l38720exv99w2.htm |
Exhibit 99.4
UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF PENNSYLVANIA
WESTERN DISTRICT OF PENNSYLVANIA
) | ||||
In re BLACK BOX CORPORATION |
) | No. 2:06-CV-01531-JFC | ||
DERIVATIVE LITIGATION |
) | |||
) | ||||
) | ||||
This Document Relates To: ALL ACTIONS |
) |
NOTICE OF PROPOSED SETTLEMENT
OF DERIVATIVE ACTION AND OF SETTLEMENT HEARING
OF DERIVATIVE ACTION AND OF SETTLEMENT HEARING
TO: |
ALL HOLDERS OF THE COMMON STOCK OF BLACK BOX CORPORATION (BLACK BOX OR THE COMPANY) AS OF
JANUARY 22, 2010. PLEASE READ THIS NOTICE CAREFULLY AND COMPLETELY. YOUR RIGHTS WILL BE
AFFECTED. IF YOU HOLD BLACK BOX COMMON STOCK FOR THE BENEFIT OF ANOTHER, PLEASE TRANSMIT THIS
NOTICE TO THE BENEFICIAL OWNER |
PLEASE NOTE THAT, BECAUSE THIS IS A SHAREHOLDER DERIVATIVE ACTION AND NOT A CLASS ACTION, NO
INDIVIDUAL STOCKHOLDER HAS A RIGHT TO BE COMPENSATED AS A RESULT OF THE PROPOSED SETTLEMENT.
YOU ARE HEREBY NOTIFIED that a proposed settlement (the Settlement) has been reached with respect
to In re Black Box Corporation Derivative Litigation, Master File No. 2:06-CV-01531 JFC, in the
United States District Court for the Western District of Pennsylvania (the Action), which arises
out of allegations of backdating of stock options at the Company. The terms of the Settlement are
set forth in a Stipulation of Compromise and Settlement dated January 22, 2010 (the Stipulation),
which has been filed as an exhibit to Black Boxs Current Report on Form 8-K filed with the United
States Securities and Exchange Commission on February 1, 2010. If you owned Black Box Common Stock
on January 22, 2010, and continue to own such Stock through the date of the Settlement Hearing and
entry of the Order of Dismissal and Judgment, you may be considered to be a Current Black Box
Stockholder for purposes of the Settlement and your rights may be affected by the Settlement. All
capitalized terms used in this Notice and not defined in this Notice shall have the meanings and/or
definitions set forth in the Stipulation.
PLEASE BE FURTHER ADVISED that, pursuant to an Order of the United States District Court for the
Western District of Pennsylvania dated January 27, 2010, a hearing (the Settlement Hearing) will
be held on March 19, 2010, at 10:30 A.M. before The Honorable Joy
Flowers Conti, in Courtroom 5A of the United States District Court for the Western District of
Pennsylvania (the Court), 3110 U.S. Courthouse, 7th Avenue and Grant Street,
Pittsburgh, Pennsylvania 15219. The purpose of the Settlement Hearing is to (1) determine whether
the
Settlement, on the terms and conditions provided for in the Stipulation, is fair, reasonable, and
adequate, and in the best interests of, Black Box and Current Black Box Stockholders; (2) consider
dismissal of the Action with prejudice, with each party to bear its, his, or her own costs (unless
expressly stated otherwise in the Stipulation); (3) consider ordering the Parties to dismiss and
release, and enjoining the Parties from prosecuting, any Released Claims (as defined in the
Stipulation); (4) consider Plaintiffs Counsels request for an award of attorneys fees and
expenses to be paid by Black Box; (5) consider entry of an Order of Dismissal and Judgment in
accord with the foregoing and the Stipulation; and (6) hear and consider such other matters as the
Court may deem necessary and appropriate.
In accord with the proposed Settlement, the Company has made certain changes to its stock option
granting practices, record-keeping practices, and governance practices as set forth in the
Stipulation. The Board of Directors of the Company has elected an additional independent director
who is expected to stand for election by the Companys stockholders at the next annual meeting.
Two insurers and one Defendant, the Companys former Chief Financial Officer, will pay money to
Black Box in connection with the Settlement. Additionally, various previously-issued stock options
have been voluntarily repriced or have terminated, including options issued to the Companys former
Chief Executive Officer who served as CEO during the period 1998 through May, 2007 (CEO). The
Settlement also will resolve related litigation and claims between the Company and its former CEO,
and the Company will make a monetary payment to the former CEO in connection with the Settlement.
All parties to the Settlement, including the Company, agree that the Settlement materially benefits
Black Box and Current Black Box Stockholders.
If the Settlement is approved, the Action will be dismissed with prejudice against all Defendants,
including Black Box, and the Defendants, including Black Box, will be released by plaintiffs, Black
Box, Current Black Box Stockholders (derivatively on behalf of Black Box), and each of the
Defendants (other than Black Box) in the Action, as applicable, from any and all claims that were
or could have been alleged in the Action and that arise from the facts and events forming the basis
of the Action.
At the Settlement Hearing, Plaintiffs Counsel will seek Court approval of their agreement with the
Company, whereby, subject to Court approval, the Company has agreed to pay Plaintiffs Counsel
$1,600,000 for their attorneys fees, including reimbursement of expenses (the Fee Award) for
their efforts in filing, prosecuting, and settling the Action. Plaintiffs Counsel have prosecuted
the Action on a contingent fee basis, and they have not yet been paid any fees, nor have they been
reimbursed for their out-of-pocket expenses.
Any Current Black Box Stockholder who will continue to own Black Box Common Stock through the date
of entry of the Order of Dismissal and Judgment who objects to the Settlement of the Action or the
terms thereof, the judgment to be entered in the Action, and/or the Fee Award, or otherwise wishes
to be heard, may appear personally or by counsel at the Settlement Hearing and present evidence or
argument that may be proper and relevant; provided, however, that no such evidence or argument may
be considered, except by order of the Court for good cause shown, unless, no later than March 4,
2010, copies of (i) a written notice of intention to appear, identifying the name, address, and
telephone number of the objector or other person
wishing to be heard and, if represented, their counsel; (ii) proof that the objecting person is a
Current Black Box Stockholder, such as account statements or other documentation showing the
- 2 -
date(s) such person acquired his, her, or its shares of Black Box common stock, and a statement as
to whether the person will own Black Box common stock as of the date of entry of the Order of
Dismissal and Judgment; (iii) a statement as to whether the objecting person intends to appear at
the Settlement Hearing; and (iv) a detailed statement of such persons objections to any matters
before the Court, including copies of any papers such person intends the Court to consider and the
names of any witness(es) such person plans to call to testify at the Settlement Hearing; and (v) a
detailed statement of such persons specific objections to any matter before the Court; are filed
with the Court and served by hand or overnight delivery upon the following counsel:
Michael J. Hynes | Thomas R. Johnson | |||
BARROWAY TOPAZ | K&L GATES LLP | |||
KESSLER MELTZER | Henry W. Oliver Building | |||
& CHECK, LLP | 535 Smithfield Street | |||
280 King of Prussia Road | Pittsburgh, PA 15222 | |||
Radnor, PA 29087 | ||||
Plaintiffs Counsel | Black Box Corporation Counsel |
Any person who fails to object in the manner set forth above shall be deemed to have waived the
right to object (including any right of appeal) and shall be forever barred from raising such
objection in this or any other action or proceeding, unless the Court orders otherwise.
Current Black Box Stockholders who have no objection do not need to appear at the Settlement
Hearing or take any other action. If you are a Current Black Box Stockholder, you will be bound by
the Order of Dismissal and Judgment of the Court, and you will be deemed to have released any and
all claims that have or could have been brought in the Action.
The foregoing description of the Settlement is not intended to be comprehensive and is a summary of
the Settlement. For a complete description of the Settlement terms, please see the Stipulation,
which is available as an exhibit to Black Boxs Current Report on Form 8-K filed with the United
States Securities and Exchange Commission on February 1, 2010, and which is available through the
Black Box website at http://www.blackbox.com/about/investor-relations/sec.aspx.
If you have any questions regarding the Settlement or the Action, please direct your inquiries to
Plaintiffs counsel, Michael J. Hynes, Barroway Topaz Kessler Meltzer & Check, LLP, 280 King of
Prussia Road, Radnor, Pennsylvania 29087, Telephone: 610-667-7706 or toll free: 1-888-229-7706.
PLEASE DO NOT CALL OR DIRECT ANY INQUIRIES TO THE COURT.
Dated: February 1, 2010
|
BY ORDER OF THE COURT |
- 3 -