Complaint,Petition: KIMBERLY M GETGEN AN INDIVIDUAL VS. MCAFEE INC et al*****CASE TRANSFERRED TO SANTA CLARA COUNTY******

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SUPERIOR COURT OF CALIFORNIA
COUNTY OF SAN FRANCISCO

Document Scanning Lead Sheet
* Apr-07-2009 12:52 pm

Case Number: CGC-09-484810
Filing Date: Apr-07-2009 12:50

Juke Box: 001 Image: 02457445
COMPLAINT

KIMBERLY M GETGEN AN INDIVIDUAL VS. MCAFEE INC et al

001002457445

Instructions:
Please place this sheet on top of the document to be scanned.(
en

JOHN E. BARGERO (SBN 236539)

LAW OFFICES OF JOHN E. BARGERO zy

PO BOX 471857 FILE ED
San Francisco, Califomia 94123 * opto Ctct alon
Telephone: (415) 474-9488

Fax: (415) 474-1806 APRT- 2009

Email: john @theinventorsadvocate.com

| terk
Attorney for Plaintiff GORDON-PARKLI, C Kk

KIMBERLY M. GETGEN a lak

4¥

SUPERIOR COURT OF CALIFORNIA

UNLIMITED JURIDICTION
COUNTY OF SAN FRANCISCO
KIMBERLY M GETGEN, )  Casenumber: CGC-09-484810
an individual )
) FIRSTAMENDED COMPLAINT
)
Plaintiff, ) VALUATION OF DISSENTER’S STOCK
) (Cal. Corp. Sec. 1300-1313)
)
Vv. )
)
MCAFEE, INC., a Delaware corporation, _)
(as successors in interest to RECONNEX, )
INC.), RECONNEX, INC., and )
DOES 2-100, inclusive, )
Defendants. )
———___essssSSS—SS

GENERAL ALLEGATIONS:

1. Plaintiff, KIMBERLY M. GETGEN, (hereinafter “Plaintiff’), is an individual and
current resident of Sausalito, California.
2. Plaintiff was a resident of San Francisco, Califomia when she purchased Reconnex,
Inc. stock certificates.
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FIRST AMENDED COMPLAINT3. Plaintiff is informed and believes and thereon alleges that Defendant, MCAFEE,
INC., (hereinafter “Defendant"), is a Delaware Corporation, having offices throughout
California.
4, Plaintiff is informed and believes and thereon alleges that Defendant acquired
Reconnex Corporation, a California corporation headquartered in Mountain View
California on or around July 31, 2008.
5. Plaintiff believes that Reconnex Corporation has been converted-out. See EXHIBIT-1
6. Plaintiff does not know the true names or capacities of the Defendants sued herein as
DOES 2-100, inclusive, and will amend this complaint to allege same as soon as ascertained.
7. In doing the things complained of herein, each of the Defendants named or fictitious,
was acting as the agent, servant, joint venturer or employee of each of the remaining Defendants.

8. The acts alleged herein occurred in California.

FIRST CAUSE OF ACTION, FAILURE TO VALUE STOCK
(As to DEFENDANT and DOES 2-100 INCLUSIVE)

9. Plaintiff realleges the allegations set forth in GENERAL ALLEGATIONS.

10, Plaintiff has been a record holder of 93,750 shares of common stock of Reconnex
Corporation, believed to be merged with the defendant's corporation at the time of the merger.
See EXHIBIT-2.

11. Plaintiff purchased said shares for approximately $7,500.

12. Plaintiff was one of the original founders of Reconnex Corporation on or about May
27, 2003 having approximately 3% ownership in the Corporation.

13. Plaintiff was informed in late August that her stock was valued at $0.00 per share by
the terms of the proposed sale to McAfee, Inc.

14. On September 4, 2008 Plaintiff exercised her rights as a dissenting shareholder in a
timely manner and surrendered her stock certificate to Reconnex Corporate headquarters
requesting the corporation to repurchase the shares at fair market value in compliance with

California General Corporations Law Chapter 13. The stock certificate, the “Demand for
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FIRST AMENDED COMPLAINTey
ry

to an agent of Reconnex, Inc. See EXHIBIT 4

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FIRST AMENDED COMPLAINT

|
1 Repurchase of Shares” (Sce EXINBIT 3), and a “Declaration of Delivery” were hand delivered
3 15. On or about December 18, 2008 various persons at Reconnex acknowledged receipt
4 || of the certificates via email communications with John Bargero. See EXHIBIT 5
5 16, On or about December 19, 2008 McA fee’s agents failed to evaluate the stock
© |! certificates, return said stock certificate, and stopped communications with Plaintiff. See
7 || EXHIBIT 6
8 17. On February 9, 2009 an original complaint was filed to preserve Plaintiff's rights
> || under California Corporation’s Code requesting the Court to evaluate the value of the stock and
10 II to prevent the statute from running.
at 18. As of today’s date Defendants have not retumed the stock certificates nor reimbursed
12 |! Plaintiff for them, despite numerous requests to do so.
13
14 PRAYER
15 WHEREFORE, PLAINTIFF prays for judgment against Defendants as follows:
16 (As to DEFENDANT, and DOES 2-100, INCLUSIVE)
7 1. That the courts impose a value on the 93,750 shares of Reconnex Corporation
18 common stock.
19 2. That Plaintiff be awarded his reasonable attorney fees and costs as allowed by
20 law;
21 3. That Plaintiff be awarded pre judgment interest as allowed by law; and
22 4, For such other and further relief as the Court may deem just and proper.
23
24 || DATED: April 7, 2009
25 John Bargero, Attorney for Plaintiff,
26 Kimberly M. Getgen
27
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EXHIBIT-1

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FIRST AMENDED COMPLAINT

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‘The formation dlepieyed here fy curent as of “APR 03, 2000" and le updated woakty. 1 le
Fol & Complete or carttied record of the Corporstion.

"| Please refer to Corporate Racoria. you are unetie 10 locate 8 record, you may fequaml &

more extensive seerth Dy ordering & elatue report, Fees and iretructions for ordering a state
‘rape are inokaded on the Business Eoies Records Order Fars. Certficetes and/or
Careted cockes Can aise be requested using the order form.

Regus of search for * recennas *

Click on he name of the corperstion for additonal Information.

Comveete ©2001 Cunt Secretary of Mure. Prime Patemeel.

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FIRST AMENDED COMPLAINTEXHIBIT-2

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EXHIBIT-3

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FIRST AMENDED COMPLAINT27

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Mr. John Peters

Chief Executive Officer Kimberly Getgen
ReconNex Corporation 238 Woodward #1
201-8 Ravendale Drive Sausalita, CA 94965,
Mountain View, CA 94043 September 4, 2008

Re: Demand for Repurchase of Shares
Dear Mr, Peters:

The undersigned, as record holder of 93,750 shares of comman stock shares of the
corporation with the right ta require the corporation to purchase such shares for cash
under Section 1300 of the California Corporations Code, and having complied with alt
conditions precedent to the exercise of suth rights, does hereby make written demand
upon you for the purchase of such shares and payment In cash of their falr market
value,

The fair market vatue of such shares as of the day before the first announcement of the
transaction is $4.31 per share, at which price the undersigned will sell such shares to
you.

Enclosed is the share certificate No. C-148. This certificate 1s to he endorsed to Indicate
they represent dissenting shares and retumed to me.

Spt H 2008 tu He MAb

Date Kimberly M. Getgen

FIRST AMENDED COMPLAINT27

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“my

EXHIBIT-4

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FIRST AMENDED COMPLAINT

“oyDeclaration of Delivery

I the undersigned, declare that I personally delivered to John Peters, Chic
Executive Officer of ReconNex Corporation or suitable agent for ReconNex at 201-B
Ravendale Drive, Mountain View, CA, 94043, a demand Ietter of repurchase of stack

along with the corresponding stock certificate #C-148,

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FIRST AMENDED COMPLAINTeM

EXINBIT-S

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FIRST AMENDED COMPLAINTaM
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__Wirtdows Live Hotmail Print Message Page Loaf 3

RE: Kim Getgen’s Stock Certificates

From: John Peters (jpeters@anagran.com)
Sent: Thu 12/18/08 4:48 PM

To:  bkerr@kranzassoc.com

Ce: johnebarge@msn.com

Bi don't remember what 1 did with ...but | must have delivered it to either Brian or to Vera. I didn't keep
iUdon't have H.

John Peters

CEO

Anagran

580 N. Pastoria Ave.
‘Sunnyvale, CA 94085,
(408) 701-0880 XT 6155
{408} 250-4980 (Cell)

From: john Bargero [mailto:johnebarge@msn.com]
‘Sent: Thursday, December 18, 2008 6:04 AM

To: donna_stjohn@mcafee.com; bkerr@ kranzassoc.com
Cez John Peters.

Subject: RE: Kim Getgen's Stock Certificates

Yes, that was the stock certificate.
The date was September 4th if that will help you locate it.

Sincerely,
John Bargera

> Subject: RE: Kim Getgen’s Stock Certificates

> Date: Wed, 17 Dec 2008 20:52:40 -0800

> From: Donna_SUohn@McAfee.com

> To: bkerr@kranzassoc.com .

> CC: johnebarge@msn.com; jpeters@anagran.com
>

> If | remember correctly, a man was in the lobby after hours one day - most had left for the
day. He had an envetope for John Peters that he asked me to sign for and give to him. I signed
for the envelope and put in on John Peters chair in his office,

>

> Don't know if that is what you are speaking of - it is the only thing I signed for at Reconnex.
>

> Hope that helps.

>

> Donna

>

>
>

> From: Brian Kerr (mailto: bkerr@kranzassoc.com)
> Sent: Wed 12/17/2008 7:55 PM

> To: St John, Donna

> Ce: fohnebarge@msn.com; John Peters

> Subject: RE: Kim Getgen’s Stock Certificates

>

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FIRST AMENDED COMPLAINT26

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Windows Live Hotmail Print

Page 2 of 3

>
>
> Donna,

>
> See below. Did you receive Kim Getgen's stock certificates? If so, do you still have them?

>

> From: John Peters [mailto:jpeters@anagran.com}
> Sent: Wednesday, December 27, 2008 6:01 PM
> To: Brian Kerr

> Ce: johnebarge@msn.com

> Subject: Kim Getgen's Stock Certificates

>

>

>
> Brian,
>
>

>

> Kim's husband, John, has requested a return of Kim's Stock Certificates that he delivered
along with a notice of dissention on the sale to McAfee. Apparently he delivered this te Donna
St. John at the Ravendale office sometime tn July/Aug.

>

>

>

> Do you have any idea with this stuff is now?
>
>

>

> I'm cc‘ing John on this email so you can reply to us both at the same time.
>

>

>

> John Peters

>

> CEO

>

> Anagran

>

> 580 N. Pastoria Ave.

>

> Sunnyvate, CA 94085

>

> (408) 701-0880 XT 6155.
>

> (408) 250-4960 (Cell)

>

>
>

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FIRST AMENDED COMPLAINT27

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FIRST AMENDED COMPLAINT

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RE: Kim Getgen's Stock Certificates

From: john Bargera (johnebarge@msn.com)
Sent: Sat 12/20/08 1:33 AM
To: daniel_vaughn@mcafee.com

‘Yes.we read the material and whether oF not the stock has any value is to be determined, nonetheless, you
re not entitled to keep it and so, we would like the certificate back,

Thank you,

John Bargero

Subject: RE: Kim Getgen’s Stock Certificates

Date: Fri, 19 Dec 2008 10.42.09 -0800

From: Daniel Vaughn@McAfee.com

To: johnebarge@msn.com: bkerr@kranzassoc.com
CC: jpeters@anagran.com; Vera Fischer@McAfee.com

Has she read the shareholder materials sent to her by Reconnex in advance
of the merger? If she has not I would recommend that she read them. | think
she will find that she has nothing to gain financially by asserting these

dissenters rights. None of the common shareholders received anything in the
deal.

From: john Bargero [mailta:johnebarge@msn.com]
Sent: Friday, December 19, 2008 10:38 AM

To: Vaughn, Daniel; bkerr@kranzassoc.com

Ce: jpeters@anagran.com; Fischer, Vera

Subject: RE: Kim Getgen's Stock Certificates

Hellg Daniel,

Ar this time she is not withdrawing her claim. Because we have not received any respanse or
acknowledgment from anyone, we were concerned about the certificates whereabouts.

Sincerely,

John Bargero

Subject RE: Kim Getgen's Stock Certificates

Date: Thu, 18 Dec 2008 15:18:29 -0800

From: Daniel_Vaughn@McAfee.com

To: bkerrSokranzassoc.com

CC: johnebarge@msn.com: jpeters@anagrancom: Vera, Fscher@MecAtee com

hitp://b11 40w. btu 40.mail.live.convmail/PrintShell aspxtype=message&cpids=abSe70Ra-5... 4/6/2000

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FIRST AMENDED COMPLAINT"
rn

Windows Live Hotmail Print Message

have the stock certificate. Is she withdrawing her claim to apprarsal rights?

From: Brian Kerr [mailto:bkerr@kranzassoc.com]
Sent: Wednesday, December 17, 2008 8:02 PM

To: Vaughn, Daniel

Cc: johnebarge@msn.com; John Peters; Fischer, Vera
Subject: RE: Kim Getgen's Stock Certificates

Dan,

Page 2 of 3

See the message below. Please respond to John Barge (ct’d on this message) and let him

know if you recetved Kim Getgen's stock certificate and notice of dissention?

Brian

from: John Peters [maitta:jpeters@anagran.com]
‘Sent: Wednesday, December 17, 2008 6:01 PM
‘To: Brian Kerr

Ce: johnebarge@ msn.com

Subject: Kim Getgen's Stock Certificates

Bran,

Kim's husband, John, has requested a return of Kim's Stock Certficates that he delivered atong
with a notice of dissention on the sale to McAfee. Apparently he deirvered this to Donna St.

John at the Ravendale office sometime in July/Aug.

Do you have any idea with this stull is now?

I'm ce‘ing John on this email $o you can reply to us both al the same time.

John Peters

CEO

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FIRST AMENDED COMPLAINT

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Windows Live Hotmail Print Message Page 3 of 3

Anagran
580 N. Pastoria Ave.
4 Sunnyvale, CA 94085,
5 {408} 701-0880 xT 6165

(408) 250-4960 (Cetl)

26 hitp//b11 40w.blul 40. mail.tive.com/mail-PrintShell. aspx*type=message&cpids=abSe708a-5... 4/6/2009

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FIRST AMENDED COMPLAINT