FIRST AMENDED COMPLAINT Page 1 of 32 Laurence Singer (LS ...

Case 1:10-cv-09648-BSJ -MHD Document 28 Filed 04/01/11 Page 2 of 32
5. On January 1, 2011 Passlogix was dissolved as a corporate entity, and the
Defendants assumed all of Passlogix’s assets and liabilities.
6. The Defendants, led by Marc Boroditsky, an Oracle Systems Vice President and
former President and Chief Executive Officer of Passlogix, and Marc Manza, an Oracle
Systems engineer and developer, and former Chief Technology Officer of Passlogix, and
with active participation of Passlogix’s senior management team, many of whom are
Oracle Systems’ employees, and other employees of the Defendants, undertook activities
that were designed to: 1) deprive 2FA of earned royalties; 2) force 2FA into bankruptcy;
3) steal 2FA’s confidential information and intellectual property; and 4) use the
confidential information and intellectual property stolen from 2FA for the Defendants’
commercial gain.
7. The Defendants used 2FA’s confidential information and intellectual property,
embodied in, among other things, know-how, documentation and computer source code
(individual and collectively the “Materials”) in a systematic scheme to deprive 2FA of
the benefits of its contractual relationships and steal 2FA’s confidential information and
intellectual property for the Defendants’ commercial benefit.
8. 2FA invested significant resources to create the Materials.
9. The Defendants used the ill-gained storehouse of 2FA’s Materials to develop new
software components for their existing software products, as well as to develop new
software products, thus having the opportunity, among other things, to create a
transaction that would be of significant benefit to the Defendants’ and to Passlogix’s
shareholders.
II.
THE PARTIES
FIRST AMENDED COMPLAINT Page 2 of 32