Free Memorandum in Support of Motion - District Court of Connecticut - Connecticut

Case 3:03-cv-01014-JBA Document 138-4 Filed 10/11/2005 Page 1 013
EXHIBIT C

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- G O O D W I N E P R O C T E R Jeffrey A. Simes Goodwin Procter rrr
212.81 3.8879 Counseliors at Law
I goodwinproctencom 599 Lexington Avenue
New York, NY 10022
` T; 212.813.88OO
F; 2123553333
June 5, 2003
By Facsimile and U.S. Mail
l I ack S. Kennedy, Esq.
Robinson & Cole LLP
280 Trumbull Street ·
Hartford CT 06103-3597
Re: Frank Famil Trust/Reflexite Cor oration
Dear Jack;
· I have received your letter of May 29, 2003.
During our recent conversations, it has become clear that Retlexite is not interested in discussing
means of providing liquidity to the Frank Family Trust on a basis comparable to that given in the
past to Board members and other insiders. Instead, it appears fiom our conversations that the
Board regards the proposed June 18 meeting as merely an attempt to justify its decision not to
provide the Franks with what it has provided other shareholders and to delay the Franks’ efforts
to receive equitable treatment and protect their rights. As I mentioned to you, we do not see the
benefit of having our clients travel across the country for such a discussion.
In several letters and numerous telephone calls, we have stated the Franks’ position as clearly as
we can. You have made it clear that Reflexite does not intend to act on the Franks’ demands. In
fact, your responses all involved speculating about possible action on Retlexite’s part a year or
more in the future, conditioned on events that may never come to pass. These responses are
clearly inadequate, especially given that Reflexite has required no similar patience on the part of
Board members seeking outcomes comparable to what the Franks seek.
Unfortunately, as it appears that there is nothing further to be gained from negotiations at this
point, we are forced to initiate litigation to vindicate the Franks’ rights. Enclosed please find a
Complaint that was tiled earlier today with the United States District Court for the District of
Connecticut. Please let us know whether you and/or the various attorneys representing the
company and the Board will accept service of the Complaint on the Defendants’ behalf

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GOODWIN{PROCTER
Jack S. Kennedy, Esq.
June 5, 2003
Page 2
If you believe that further conversations may bear fruit, we would, of course, welcome them.
Unless such discussions would involve tangible proposals that provide the Franks with
appreciable liquidity, however, it would appear that the matter will have to be resolved by the -
Court. p r
Sincerely,
Jeffrey A. Simes
Enclosure A
cc: Rich Strassberg