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COURT OF CHANCERY OF THE STATE OF DELAWARE
FOR NEW CASTLE COUNTY
("Emalfarb"), by and through his undersigned counsel, brings this action
pursuant to 8 Del.C.
setting a date for an annual meeting of stockholders of Dyadic International,
Inc. ("Dyadic" or the "Company"), and alleges for his complaint as
Emalfarb is a director of the Company. Mr. Emalfarb, in his capacity
as trustee of the Mark A. Emalfarb Trust U/A/D October 1, 1987, has the sole
power to dispose of or to direct the disposition of 7,098,559 shares of the
Issuer's common stock, representing approximately 22.5% of the Company's
outstanding stock. This amount includes options and warrants,
exercisable within 60 days, of the execution of the Voting Agreement to acquire
additional shares of the Issuer's common stock. Mr. Emalfarb, in his
capacity as trustee of The Mark A. Emalfarb Trust U/AID October 1, 1987 is
holder of record of 5,822,125 shares of the Company, representing approximately
18.5% of the Company's outstanding stock. As set forth on a joint
Form 13D filed with the Securities and Exchange Committee, Mr. Emalfarb and
other stockholders of the Company, who in the aggregate beneficially own more
than fifty-two percent (52%) of the Company's outstanding shares, have agreed
vote as a group. A true and correct copy of the Form 13D is attached
hereto as Exhibit A.
Dyadic is a Delaware corporation with its principal place of business at 140
Intracoastal Pointe Drive, Suite 404, Jupiter, Florida 33477.
has not held an annual meeting of stockholders for the election of directors
since June 12, 2006 and no action has been taken by written consent in lieu
an annual meeting to elect directors.
date of filing of this Complaint, the Company has not announced any date for
holding of an annual meeting of stockholders.
be a failure to hold the annual meeting or to take action by written consent
elect directors in lieu of an annual meeting for a period of 30 days after
date designated for that annual meeting, or if no date has been designated,
a period of 13 months after the latest to occur of the organization of the
corporation, its last annual meeting or the last action by written consent
elect directors in lieu of an annual meeting, the Court of Chancery may
summarily order a meeting to be held upon the application of any stockholder
forth above, plaintiff has established the statutory prerequisites to compel
annual meeting of stockholders to be convened for Dyadic.
plaintiff respectfully
requests that this Court enter an Order as follows:
ordering the Company to hold an annual meeting of stockholders for the election
a time and place of each such meeting, the record date for the determination
stockholders of the Company entitled to vote at the annual meeting, and
approving the form of notice of the annual meeting;
plaintiff his costs and attorneys fees of this litigation; and
such other and further relief as the Court deems proper.
NICHOLS, ARSHT & TUNNELL LLP
for Mark A. Emalfarb
Pennsylvania Avenue, N.W.