<p>According to a press release from a Law Firm a stockholder class and derivative action is challenging an executive compensation plan that transferred over 30% of the equity and voting power of Randall Bearings, Inc. — along with corresponding bonuses to cover taxes on the grants — to certain executive insiders for total consideration of just $200.00. Plaintiff’s Second Amended Class Action and Derivative Complaint asserts that the directors breached their fiduciary duties to the Company and the public stockholders in designing and approving the plan and stock grants to entrench and enrich the insiders and failed to disclose the grant to plans to the stockholders voting whether to authorize the plan.</p> <p style= text-align: justify; >In a forty-eight page opinion issued on January 23, 2007, the Delaware Court of Chancery denied, in its entirety, the director defendants’ motion to dismiss, ruled that any motion for summary judgment by Defendants would not succeed and directed the parties to complete discovery and proceed to trial.</p>
<p style= text-align: justify; >On November 27, 2007, the Court issued a second opinion denying a motion to dismiss by the Company’s former attorney and his law firm. Both opinions are accessible by clicking the links below.</p>
<p style= text-align: justify; >Also linked below are the Third Amended Class Action and Derivative Complaint and its exhibits, each of which was unsealed by the Court on February 12, 2008.</p>
<p style= text-align: justify; >On May 8, 2008, the parties finalized a settlement agreement that contemplates a completed final resolution of the Action. The Settlement Agreement and Exhibits are linked below. The Court has set August 5, 2008 at 10:00 AM for a hearing to determine whether to approve the proposed settlement.</p>