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/raid1/www/Hosts/bankrupt/CAR_Public/010613.mbx C L A S S A C T I O N R E P O R T E R Wednesday, June 13 2001, Vol. 3, No. 115 Headlines AMERICAN INTERNATIONAL: Plaintiffs Agree To Consolidate Complaint AVATEX CORPORATION: Parties Await Ruling On Certification Motion CALIPER TECHNOLOGIES: Bernstein Liebhard Files Securities Suit In NY COMPUTER ASSOCIATES: NY Shareholders Suit Currently In Discovery CORVIS CORPORATION: Lovell And Sirota File Securities Suit In S.D. NY CROWN MEDIA: Purchase Proposal With Hallmark Sparks Shareholder Suit ENVIRO INDUSTRIAL: Optimistic About Settlement Of $55.8M In Claims GADZOOX NETWORKS: Cauley Geller Files Securities Suit In S.D. NY GE FINANCIAL: Eight Out Of Nine Suits Dismissed By Court Last Year HAMILTON BANCORP: Faces Consolidated Securities Suit In S.D. Florida HEDMAN RESOURCES: Resolution Of Pending Cases Won't Affect Company INTERVOICE-BRITE: Cauley Geller Files Securities Suit In N.D. Texas LONG BEACH: City Officials Sued For Hiding Gas Hike Information PEERLESS SYSTEMS: Faces Shareholder Suit Over Artificial Stock Value PLUG POWER: Files Motion To Dismiss Shareholders Suit In E.D. NY PRINCIPAL FINANCIAL: Settles Two Lawsuits For Unspecified Amount PURCHASEPRO.COM: Cohen Milstein Commences Securities Suit In Nevada RETEK INC.: Lovell And Sirota Law Firms Commence Suit In S.D. NY RITE AID: Inks Agreement To Settle Overtime Pay Suit For $25 Million RITE AID: Class Members Choose Individual Pursuit Over Settlement ROBOTIC VISION:Stull Stull Commences Securities Suit In Massachusetts SILICONIX INC.: Hearing On Preliminary Injunction Set For June 15 STAGE STORES: Fifth Circuit Appellate Court Dismisses Weld Lawsuit THOROUGHBRED TECHNOLOGY: Settles Fiber-optic Cable Installation Suit WIRELESS FACILITIES: Cauley Geller Files Securities Suit In S.D. NY ********* AMERICAN INTERNATIONAL: Plaintiffs Agree To Consolidate Complaint ----------------------------------------------------------------- Four purported class action lawsuits have been filed by alleged shareholders against American General Corporation and certain of its officers and directors in connection with the March 11, 2001 merger agreement with Prudential plc and the subsequent offer by American International Group, Inc.: (i) Samuel Bamdas Revocable Trust v. American General Corp., Civil Action No. 2001-14869 (filed March 20, 2001, in the District Court of Harris County, Texas, 11th Judicial District), (ii) Goldberg v. American General Corp., Civil Action No. 2001- 18388 (filed April 4, 2001, in the District Court of Harris County, Texas, 133rd Judicial District), (iii) Steiner v. Devlin, Civil Action No. 2001-18389 (filed April 4, 2001, in the District Court of Harris County, Texas, 164th Judicial District), and (iv) Britten v. Devlin, Civil Action No. 2001-19670 (filed April 12, 2001, in the District Court of Harris County, Texas, 189th Judicial District) Each action was filed on behalf of a purported class of shareholders and alleges that certain officers and directors of American General breached their fiduciary duties in connection with the pricing and terms of the proposed Prudential transaction and the subsequent offer by AIG. American General signed a merger agreement with Prudential in March. On April 3, AIG offered to acquire American General after the market price of Prudential ordinary shares decreased by 17 percent in the London Stock Exchange. In each of these actions, the plaintiffs generally are seeking injunctive relief and other unspecified damages, fees, and expenses. The parties to all of these state cases have filed an agreed motion to consolidate these cases. Additional suits making similar allegations are possible. AVATEX CORPORATION: Parties Await Ruling On Certification Motion ---------------------------------------------------------------- Avatex Corporation and certain of its current and former officers and directors have been named in a series of purported class action lawsuits that were filed and subsequently consolidated under ZUCKERMAN, et al. v. FOXMEYER HEALTH CORPORATION, et al., in the United States District Court for the Northern District of Texas, Dallas Division, Case No. 396-CV-2258-T. The lawsuit purports to be brought on behalf of purchasers of the common and former Series A and convertible preferred stock of the Company during the period July 19, 1995 through August 27, 1996. In May 1997, plaintiffs in the lawsuit filed a consolidated amended class action complaint, which alleges that the Company and the defendant officers and directors made misrepresentations of material facts in public statements or omitted material facts from public statements, including the failure to disclose purportedly negative information concerning FoxMeyer's National Distribution Center and Delta computer systems and the resulting impact on existing and future business and financial condition of the Company. In March 1998, the Court denied the Company's motion to dismiss the amended complaint in the lawsuit. Discovery is proceeding in the lawsuit, and the parties are awaiting a ruling on the plaintiffs' class certification motion. CALIPER TECHNOLOGIES: Bernstein Liebhard Files Securities Suit In NY -------------------------------------------------------------------- A securities class action lawsuit was commenced on behalf all persons who acquired Caliper Technologies, Inc. (NASDAQ: CALP) securities between December 15, 1999 and December 6, 2000. The case is pending in the United States District Court for the Southern District of New York located at 500 Pearl Street, New York, NY 10007. Named as defendants in the complaint are Caliper and the following executive officers of Caliper: Daniel L. Kisner and James L. Knighton. The complaint also names as a defendant Credit Suisse First Boston Corporation, one of the lead underwriters of the Company's initial public offering of 4,500,000 shares of common stock at $16.00 per share on December 15, 1999. The complaint charges defendants with violations of the Securities Act of 1933 and the Securities Exchange Act of 1934 for issuing a Registration Statement and Prospectus that contained materially false and misleading information and failed to disclose material information. The Prospectus was issued in connection with Caliper' IPO. For further details, contact: Ms. Linda Flood, Director of Shareholder Relations, at Bernstein Liebhard & Lifshitz, LLP, 10 East 40th Street, New York, New York 10016, by Phone: (800) 217-1522 or 212-779-1414 or by e-mail at CALP@bernlieb.com. COMPUTER ASSOCIATES: NY Shareholders' Suit Currently In Discovery ----------------------------------------------------------------- Computer Associates International, Inc., Charles B. Wang, Sanjay Kumar and Russell M. Artzt are defendants in a number of shareholder class action lawsuits, the first of which was filed July 23, 1998, alleging that a class consisting of all persons who purchased the Company's stock during the period January 20, 1998 until July 22, 1998 were harmed by misleading statements, representations, and omissions regarding the Company's future financial performance. These cases, which seek monetary damages in an unspecified amount, have been consolidated into a single action in the United States District Court for the Eastern District of New York. The Federal Court has denied the defendants' motion to dismiss the Shareholder Action, and the parties currently are engaged in discovery. Management believes that the facts in the Shareholder Action do not support the plaintiffs' claims and that the Company and its officers and directors have meritorious defenses. CORVIS CORPORATION: Lovell And Sirota File Securities Suit In S.D. NY --------------------------------------------------------------------- The law firms of Lovell & Stewart, LLP and Sirota & Sirota, LLP filed a class action lawsuit last Monday on behalf of all persons and entities who purchased, converted, exchanged or otherwise acquired the common stock of Corvis Corporation (NasdaqNM:CORV) between July 27, 2000 and June 8, 2001 inclusive. The lawsuit asserts claims under Sections 11, 12 and 15 of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated by the SEC thereunder and seeks to recover damages. The action, Chocron v. Corvis Corp., et al., which is pending in the U.S. District Court for the Southern District of New York (500 Pearl Street, New York, New York), Docket No. 01-CV-5224, alleges that Corvis Corp. and certain of its current and former officers and directors violated the federal securities laws by issuing and selling Corvis common stock pursuant to the initial public offering without disclosing to investors that at least two of the lead underwriters and two of the other underwriters of the IPO had solicited and received excessive and undisclosed commissions from certain investors. The complaint further alleges that defendants violated the Securities Act of 1933 because the Prospectus distributed to investors and the Registration Statement filed with the SEC in order to gain regulatory approval for the Corvis offering contained material misstatements regarding the commissions that the underwriters would derive from the IPO. For further details, contact: Lovell & Stewart, LLP through Christopher Lovell, Victor E. Stewart or Christopher J. Gray by Mail: 500 Fifth Avenue New York, New York 10110 by Phone: (212) 608-1900 or by Email: sklovell@aol.com. For Sirota & Sirota, LLP contact Howard B. Sirota or Saul Roffe by Mail: 110 Wall Street New York, New York 10005 by Phone: (212) 425-9055 or by Email: info@sirotalaw.com CROWN MEDIA: Purchase Proposal With Hallmark Sparks Shareholder Suit -------------------------------------------------------------------- Crown Media Holdings, Inc. (Nasdaq: CRWN) announced Friday last week that it has received a complaint filed by a person claiming to be a stockholder regarding Crown Media Holdings' proposed purchase of approximately 700 film titles and related property and rights from Hallmark Entertainment Distribution, LLC. The complaint apparently was filed on June 6th before the 2001 Annual Meeting of stockholders, which was held on June 7th. A vote on the acquisition of the films has been postponed until later in June 2001, so that stockholders may be informed of this development. The complaint, purportedly filed as a class action on behalf of holders of the Company's Class A common stock, was brought against Crown Media Holdings, its directors, Hallmark Cards, Inc., Hallmark Entertainment Distribution, LLC and Hallmark Entertainment, Inc. for damages, rescission or other relief. The complaint alleges that the proposed acquisition of the films is the product of an unfair process designed to advantage Hallmark Cards, Inc. as the controlling stockholder, that the price being paid to Hallmark Cards is not entirely fair and that the proxy statement failed to make certain disclosures. The transaction was approved by an independent committee of Crown Media Holdings' Board of Directors consisting of directors independent of Hallmark Entertainment. The independent committee believes that the films transaction is fair to and in the best interests of Crown Media Holdings and its stockholders, other than Hallmark Entertainment and its affiliates. Salomon Smith Barney Inc. acted as the financial advisor to the special committee and delivered its opinion to the effect that, as of the date of its opinion, the consideration to be paid by Crown Media Holdings is fair, from a financial point of view, to the Company. The independent committee believes that the films transaction is important to the Company for a number of reasons, including increasing the scale and diversification of Crown Media Holdings, reducing the time needed to reach its goal of a breakeven point in its EBITDA, and facilitating the Company's ability to execute both equity and debt offerings in the future. ENVIRO INDUSTRIAL: Optimistic About Settlement Of $55.8M In Claims ------------------------------------------------------------------ Enviro Industrial Technologies, Inc. recently said in a report to the Securities and Exchange Commission that it has 2,232 outstanding claims against it arising out of class action suits. According to the Company, these claims have created a liability exposure amounting to $55.8 million. The Company is confident, though, that it will be able to settle these claims. "Historically, since 1979, the Company has settled 10,599 cases with average payouts of $1,226 per claim, exclusive of legal costs," the Company said in a recent regulatory filing with SEC. GADZOOX NETWORKS: Cauley Geller Files Securities Suit In S.D. NY ---------------------------------------------------------------- Cauley Geller Bowman & Coates, LLP filed a class action in the United States District Court for the Southern District of New York on behalf of purchasers of Gadzoox Networks, Inc. (Nasdaq: ZOOX) securities during the period between July 19, 1999 and December 6, 2000, inclusive. The complaint charges defendants Gadzoox, Credit Suisse First Boston Corporation, BancBoston Robertson Stephens, Bill Sickler, Christine E. Munson and AlistarBlack with violations of Sections 11, 12(a) (2) and 15 of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. For more information, contact: CAULEY GELLER BOWMAN & COATES, LLP, Client Relations Department: Jackie Addison, Sue Null or Charlie Gastineau by Mail: P.O. Box 25438 Little Rock, AR 72221-5438 by Phone: 1-888-551-9944 (toll free) or by E-mail: info@classlawyer.com GE FINANCIAL: Eight Out Of Nine Suits Dismissed By Court Last Year ------------------------------------------------------------------ GE Financial Assurance Holdings, Inc. disclosed in a recent regulatory filing with the Securities and Exchange Commission that only one class action lawsuit remains pending against the company. By yearend 2000, eight of the nine pending suits were dismissed, the Company reported. The Company provided no other details. "Management believes that the Company's defenses against this suit are strong and that the ultimate outcome will not have a material effect on the Company's financial position or results of operations," the Company said. HAMILTON BANCORP: Faces Consolidated Securities Suit In S.D. Florida -------------------------------------------------------------------- Six class action lawsuits were filed against Hamilton BanCorp, Inc. and certain officers in the Federal District Court for the Southern District of Florida between January 12 and March 9, 2001. The class actions have been brought purportedly on behalf of (i) all purchasers of common stock of the Company between April 21, 1998 and December 22, 2000, or (ii) all purchasers of Hamilton Capital Trust I, series A shares between December 23, 1998 and December 22, 2000. These cases seek to pursue remedies under the Securities Exchange Act of 1934 or the Securities Act of 1933. The cases have been consolidated as In re Hamilton Bancorp, Inc. Securities Litigation, Case No. 01-156 in the United States District Court for the Southern District of Florida, and the lead plaintiffs appointed by the Court are in the process of preparing a consolidated amended complaint. The discovery process has not yet begun. The allegations of the six actions are similar in all material respects. Generally, the complaints allege that the defendants made false and misleading statements and omissions between April 21, 1998 and December 22, 2000. HEDMAN RESOURCES: Resolution Of Pending Cases Won't Affect Company ------------------------------------------------------------------ Hedman Resources Limited, a Canadian publicly traded company, is co- defendant in four pending class action lawsuits in the United States seeking claims for asbestos/silica-related illnesses. The following cases are being tried in various courts in Pennsylvania and West Virginia: (i) Ida S. Gill, et al. v. A-Best Products Company, et al.; filed in 1999 with the Court of Common Pleas of Allegheny County, Pennsylvania. (ii) Susan Kay Geppert, et al. v. A-Best Products Company, et al.; filed on May 1999 with the Court of Common pleas of Beaver County, Pennsylvania. (iii) Leslie Adams, et al. v. A-Best Products Company, et al.; filed on October 2000 with the Circuit Court of Book County, West Virginia. (iv) John F. Rozsas, et al. v. A-Best Products Company, et al.; filed on November 2000 with the Court of Common Pleas of Washington County, Pennsylvania. All four suits allege that the defendants, including Hedman, engaged in activities involving asbestos/or silica and other toxic ingredients in manufacturing their products. The Plaintiffs allege this caused them to develop lung cancer, Asbestosis, Mesotheliomas, colon cancer, and Esophageal cancer, among others disorders. The largest amount sought in any one cause of action is $1,000,000. Hedman, however, does not believe that the resolution of the aggregate outstanding claims will have a materially adverse impact on its short- term or long-term liquidity. INTERVOICE-BRITE: Cauley Geller Files Securities Suit In N.D. Texas ------------------------------------------------------------------- Cauley Geller Bowman & Coates, LLP filed a class action in the United States District Court for the Northern District of Texas on behalf of purchasers of InterVoice-Brite, Inc. (Nasdaq: INTV) common stock during the period between October 12, 1999 and June 6, 2000, inclusive The complaint charges InterVoice and certain of its officers and directors with violations of the Securities Exchange Act of 1934. The Company was created through he acquisition of Brite Voice systems, Inc. for $164.4 million in cash and stock in the 2ndQ F00. The complaint alleges that during the Class Period, defendants made materially false statements about InterVoice's business, its financial results, the success of its integration with Brite and its prospects. As a result, InterVoice's stock was inflated to as high as $38.75 per share. The Individual Defendants took advantage of this inflation, selling 525,916 shares of their InterVoice stock for $13.4 million in proceeds. Then, on 6/6/00, InterVoice shocked the market, revealing that it would report a loss of $0.03 to $0.05 and revenues of only $67-68 million for the 1stQ F01 rather than the EPS of $0.22 and revenues of $89 million defendants had led the market to expect. Defendants blamed the shortfall on sales people who had begun leaving the Company in the months prior to this disclosure, some of which were unhappy with the integrated Company. For further information, contact: CAULEY GELLER BOWMAN & COATES, LLP, Client Relations Department: Jackie Addison, Sue Null or Charlie Gastineau by Mail: P.O. Box 25438 Little Rock, AR 72221-5438 by Phone: 1-888-551-9944 (toll free) or by Email: info@classlawyer.com LONG BEACH: City Officials Sued For Hiding Gas Hike Information --------------------------------------------------------------- City Council members of Long Beach, California, among others, filed a $38 million class action lawsuit recently, alleging that City Manager Henry Taboada and other city officials knew about the impending 500 percent rise in natural gas bills a month before they shared such information with the City Council. According to an Associated Press report, the plaintiffs argue that city officials chose to make key policy decisions in relation to this gigantic price hike before publicly telling council members that natural gas bills had suffered an acute rise. The plaintiffs claim such decision-making violates the City Charter. However, Taboada and other department heads asserted they had acted appropriately. Taboada countered plaintiffs' arguments by saying that in early November of last year city officials believed gas rates would rise as much as 40 percent from the previous year. Instead, gas rates rose more than 500 percent from the previous year. At the time, it appeared there was no reason to inform the City Council, because there was no basis for knowing that gas prices would remain at such "historic highs," he said. PEERLESS SYSTEMS: Faces Shareholder Suit Over Artificial Stock Value -------------------------------------------------------------------- Peerless Systems Corporation reported to the Securities and Exchange Commission recently that it is facing a consolidated shareholder class action lawsuit. The lawsuit alleged that the Company engaged in a scheme to artificially inflate its stock price through the dissemination of false and misleading information. It seeks compensatory damages and reimbursement of expenses for bringing the suit. The suit was originally filed between August and September 2000 in two separate actions but has since been consolidated. It names the Company and two former officers as defendants. PLUG POWER: Files Motion To Dismiss Shareholders Suit In E.D. NY ---------------------------------------------------------------- In September 2000, a shareholder class action complaint was filed in the federal district court for the Eastern District of New York alleging that Plug Power, Inc. and various of its officers and directors violated certain federal securities laws by failing to disclose certain information concerning our products and future prospects. The action was brought on behalf of a class of purchasers of the Company's stock who purchased it between February 14, 2000 and August 2, 2000. Subsequently, fourteen additional complaints with similar allegations and class periods were filed. By order dated October 30, 2000, the court consolidated the complaints into one action, entitled Plug Power Inc. Securities Litigation, CV-00-5553 (ERK)(RML). By order dated January 25, 2001, the Court appointed lead plaintiffs and lead plaintiffs' counsel. Subsequently, the plaintiffs served a consolidated amended complaint. The consolidated amended complaint extends the class period to begin on October 29, 1999 and alleges claims under the Securities Act of 1933 and the Exchange Act of 1934, and Rule 10b-5 promulgated under the Exchange Act of 1934. Plaintiffs allege that the defendants made misleading statements and omissions regarding the state of development of the Company's technology in a registration statement issued in connection with the initial public offering of the Company and in subsequent press releases. The Company served its motion to dismiss the claims in May 2001. The Company believes that the allegations in the consolidated amended complaint are without merit and intend to vigorously defend against the claims. PRINCIPAL FINANCIAL: Settles Two Lawsuits For Unspecified Amount ---------------------------------------------------------------- The proposed settlement of Principal Life Insurance Company, a subsidiary of Principal Financial Group, Inc., received final court approval on April. This was the latest report furnished by the Company to the Securities and Exchange Commission on the two class action lawsuits alleging improper sales practices. The Company did not disclose the cost of the settlement. In agreeing to the settlement, the Company specifically denied any wrongdoing. PURCHASEPRO.COM: Cohen Milstein Commences Securities Suit In Nevada ------------------------------------------------------------------- Cohen, Milstein, Hausfeld & Toll, P.L.L.C. filed a class action Monday in the United States District Court for the District of Nevada, on behalf of purchasers of PurchasePro.com, Inc. (Nasdaq:PPRO) during the period between July 20, 2000 and April 26, 2001, inclusive. PurchasePro provides Internet business-to-business electronic commerce services. The Company's e-commerce solution is comprised of public and private e-marketplaces where businesses can buy and sell a wide range of products and services. The complaint charges PurchasePro and certain of its officers and directors with violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The complaint alleges that during the Class Period, defendants made positive but false statements about PurchasePro's results and business, which essentially involved PurchasePro buying its own revenues and engaging in barter transactions. As a result, PurchasePro's stock traded at artificially inflated levels, permitting two individual defendants to sell $16.9 million worth of their PurchasePro stock. On April 26, 2001, PurchasePro reported extremely disappointing first quarter 2001 results, including a decline in revenue and a loss from operations. These disclosures caused the stock price of PurchasePro to plummet on the day, closing at $4.05 on volume of over 11 million shares. For more information, contact: Cohen, Milstein, Hausfeld & Toll, P.L.L.C., Steven J. Toll, Esq. or Robert Smits by Phone: 888/240-0775 or 202/408-4600 or by Email: stoll@cmht.com or rsmits@cmht.com RETEK INC.: Lovell And Sirota Law Firms Commence Suit In S.D. NY ---------------------------------------------------------------- The law firms of Lovell & Stewart, LLP and Sirota & Sirota, LLP filed a class action lawsuit last Monday on behalf of all persons and entities who purchased, converted, exchanged or otherwise acquired the common stock of Retek, Inc. (NasdaqNM:RETK) between November 17, 1999 and May 24, 2000, inclusive. The lawsuit asserts claims under Section 12 of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated by the SEC thereunder and seeks to recover damages. The action, Nguyen v. Retek, Inc., is pending in the U.S. District Court for the Southern District of New York (500 Pearl Street, New York, New York), Docket No. 01-CV-5225 (RO) and has been assigned to the Hon. Richard Owen, U.S. District Judge. The complaint alleges that Retek, Inc., John Buchanan, its Chairman and Chief Executive Officer, and Gregory A. Effertz, its Chief Financial Officer, violated the federal securities laws by issuing and selling Retek common stock pursuant to the initial public offering without disclosing to investors that at least two of the lead underwriters of the IPO had solicited and received excessive and undisclosed commissions from certain investors. For more details, contact: Lovell & Stewart, LLP; Christopher Lovell, Victor E. Stewart or Christopher J. Gray by Mail: 500 Fifth Avenue New York, New York 10110 by Phone: (212) 608-1900 or by Email: sklovell@aol.com. For Sirota & Sirota, LLP, Howard B. Sirota or Saul Roffe can be contacted by Mail: 110 Wall Street New York, New York 10005 by Phone: (212) 425-9055 or by Email: info@sirotalaw.com RITE AID: Inks Agreement To Settle Overtime Pay Suit For $25 Million -------------------------------------------------------------------- Rite Aid Corporation is a defendant in a class action pending in the California Superior Court in San Diego with three subclasses, comprised of the Company's California store managers, assistant managers and managers-in-training. The plaintiffs seek back pay for overtime not paid to them and injunctive relief to require the Company to treat its store management as non-exempt. They allege that the Company decided to minimize labor costs by causing managers, assistant managers and managers-in- training to perform the duties and functions of associates for in excess of forty hours per week without paying them overtime. The Company believe that in-store management were and are properly classified as exempt from the overtime provisions of California law. On May 21, 2001, the Company entered into a Memorandum of Agreement with the plaintiffs under which, subject to approval of the court, the Company will settle this lawsuit for a maximum of $25.0 million, a charge for which was taken in fiscal 2000. The settlement amount is payable in four equal installments of 25%, the first of which is payable upon final court approval of the settlement and the balance is payable six, 12 and 18 months thereafter. RITE AID: Class Members Choose Individual Pursuit Over Settlement ----------------------------------------------------------------- Rite Aid Corporation, its former chief executive officer Martin Grass, its former president Timothy Noonan, its former chief financial officer Frank Bergonzi, and its former auditor KPMG LLP, have been sued in a number of actions, most of which purport to be class actions, brought on behalf of stockholders who purchased the Company's securities on the open market between May 2, 1997 and November 10, 1999. All of these cases have been consolidated in the U.S. District Court for the Eastern District of Pennsylvania. On November 9, 2000, the Company announced that it had reached an agreement to settle the consolidated securities class action lawsuits pending against the Company in the U.S. District Court for the Eastern District of Pennsylvania and the derivative lawsuits pending there and in the U.S. District Court of Delaware. Under the agreement, which has been submitted to the U.S. District Court for the Eastern District of Pennsylvania for approval, the Company will pay $45 million in cash, which will be fully funded by the Company's officers' and directors' liability insurance, and issue shares of common stock in 2002. The shares will be valued over a 10-day trading period in January 2002. If the value determined is at least $7.75 per share, the Company will issue 20 million shares. If the value determined is less than $7.75 per share, the Company has the option to deliver any combination of common stock, cash and short-term notes, with a total value of $155 million. As additional consideration for the settlement, the Company has assigned to the plaintiffs all of the Company's claims against the above named executives and KPMG LLP. Several members of the class have elected to "opt-out" of the class and, as a result, if the court approves the settlement, they will be free to individually pursue their claims. Management believes that their claims, individually and in the aggregate, are not material. ROBOTIC VISION:Stull Stull Commences Securities Suit In Massachusetts --------------------------------------------------------------------- Stull, Stull & Brody filed Monday a class action lawsuit in the United States District Court for the District of Massachusetts, on behalf of purchasers of Robotic Vision Systems, Inc. (NASDAQ:ROBV) common stock between January 27, 2000 and May 15, 2001. The complaint alleges that defendants Robotic Vision and certain of its officers and directors violated the Securities Exchange Act of 1934. The complaint alleges that during the Class Period, Robotic Vision reported materially false and misleading financial results for fiscal year 2000 in violation of Generally Accepted Accounting Principles. On May 15, 2001, before the market opened, Robotic Vision announced that it would be restating its financial results for the fiscal year ended September 30, 2000 and for the three month period ended December 31, 2000 to correct certain accounting errors involving the recognition of revenue at its Acuity CiMatrix division. As a result of defendants' alleged fraud, Robotic Vision's common stock traded at artificially inflated levels throughout the Class Period. In response to the shocking news that Robotic Vision's financial statements required restatement, the Company's stock price lost almost 15% of its value in one day. For additional information, contact: Tzivia Brody, Esq. at Stull, Stull & Brody by calling toll-free 1-800-337-4983, or by e-mail at SSBNY@aol.com, or by fax at 212/490-2022, or by writing to Stull, Stull & Brody, 6 East 45th Street, New York, NY 10017. SILICONIX INC.: Hearing On Preliminary Injunction Set For June 15 ----------------------------------------------------------------- On March 8, 2001, a complaint was filed in the Court of Chancery in Delaware (New Castle County) naming as defendants Vishay, Siliconix Inc. and six members of the Siliconix board of directors. The complaint was brought on behalf of a purported class of public stockholders of Siliconix and alleged, generally, that the consideration proposed in Vishay's February 22, 2001 letter to Siliconix was unfair and inadequate. The complaint also asserted derivative claims against Vishay and the six Siliconix directors on behalf of Siliconix, alleging that those defendants engaged in self-dealing and committed waste in connection with certain transactions between Vishay and Siliconix. The complaint sought, among other things, an injunction against completion of the $28.82 transaction and damages in an unspecified amount. The case is titled Raymond Fitzgerald v. Vishay Intertechnology, Inc., Everett Arndt, et al., Case No. 18720 (Del Ch. Ct., Newcastle City.). Fitzgerald filed a motion on May 11, 2001 to consolidate the Delaware actions and have himself appointed the lead plaintiff. The court ordered all the Delaware lawsuits consolidated and set a hearing on who should serve as lead plaintiff and lead plaintiff's counsel in that consolidated action. Before that hearing, the plaintiffs reached an agreement under which Fitzgerald will serve as the lead plaintiff, and his counsel and counsel for plaintiff Griffin Portfolio Management Corp. will serve as co-lead counsel. The actions were consolidated under the caption In re Siliconix Incorporated Shareholders Litigation. On May 31, 2001, plaintiff Fitzgerald filed an amended complaint in the consolidated Delaware action. The amended complaint names as defendants Vishay, Vishay TEMIC and Siliconix, together with Vishay Chairman and Chief Executive Officer Felix Zandman, Siliconix President, Chief Executive Officer and director King Owyang, and Siliconix directors Everett Arndt, Lori Lipcaman, Glyndwr Smith, Michael Rosenberg, Mark Segall and Timothy Talbert. The amended complaint alleges that the Offer is "unfair and grossly inadequate" and was "deliberately timed to take advantage of Siliconix's artificially and temporarily depressed stock price." The amended complaint asserts various causes of action for breach of fiduciary duty by the individual defendants and seeks to enjoin completion of the Offer. With the amended complaint, Fitzgerald also filed a motion for a preliminary injunction to enjoin Vishay from completing the Offer. On June 4, 2001, the Delaware Chancery Court set June 15, 2001 for a hearing on this motion. STAGE STORES: Fifth Circuit Appellate Court Dismisses Weld Lawsuit ------------------------------------------------------------------ On March 30, 1999, a class action lawsuit was filed against Stage Stores, Inc. and certain of its officers, directors and stockholders in the United States District Court for the Southern District of Texas, Houston Division by John C. Weld, Jr., a stockholder who purchased 125 shares of the Company's common stock on August 3, 1998, alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The Company believes that the allegations of the Weld Suit are without merit, and on July 23, 1999, the Company filed a motion to dismiss. United States District Judge Kenneth Hoyt entered an order on December 8, 1999 dismissing the Weld Suit. Weld appealed the order to the United States Court of Appeals for the Fifth Circuit. On May 16, 2001, the Fifth Circuit affirmed the District Court's dismissal of the Weld Suit. The plaintiffs in the Weld Suit have the option to appeal that decision to the United States Supreme Court, but the United States Supreme Court may or may not decide to hear the appeal. THOROUGHBRED TECHNOLOGY: Settles Fiber-optic Cable Installation Suit -------------------------------------------------------------------- Thoroughbred Technology and Telecommunications, Inc., a subsidiary of Norfolk Southern Corp., which operates a railway system, has settled a class action lawsuit which probably will result in some landowners in 29 Ohio counties, as well as similarly situated landowners in 15 other states, receiving compensation for allowing installation of fiber-optic cable along Norfolk's railway right-of-way on the plaintiffs' property. The settlement is unique in that the more successful the company becomes, the more the plaintiffs receive, according to a recent Associated Press report. The landowners initially will receive $6,000 per mile when the company lays the first three conduits filled with fiber-optic wires; if the company goes beyond that, then the landowners involved in the expansion could receive up to $31,875 per mile depending on company revenue. When the suit was filed, the railroad argued that it was entitled to use its property rights-of-way for shipping digital information by cable without further payment to landowners. Kathleen Kaufman, attorney for the plaintiffs, said, "The law is clear. The landowner has the legal right for compensation for the use of a corridor of land" to lay the fiber-optic lines. The suit was filed in August of 2000 after Tim Elzinga, a farmer from Dyer, Indiana, refused to sign a waiver allowing the company to dig on his land for cable installation; instead, he contacted an attorney. Two months later both sides were working on a settlement. In Ohio, the lines included in the settlement cut through areas near Toledo, Cleveland, Youngstown, Dayton, Cincinnati and Columbus. Nationwide, 60,000 property owners along 2,500 miles of Norfolk's active railroad track are potential sharers in the settlement. Property owners affected by line installment have until July 13, 2001 to join the settlement, and until July 28 to opt out. The agreement will be concluded August 21. Attorneys for the plaintiffs said they have mailed notices to landowners who may be eligible in 15 states. WIRELESS FACILITIES: Cauley Geller Files Securities Suit In S.D. NY ------------------------------------------------------------------- Cauley Geller Bowman & Coates, LLP filed a class action has been filed in the United States District Court for the Southern District of New York on behalf of purchasers of Wireless Facilities, Inc. (Nasdaq: WFII) securities during the period between November 4, 1999 and December 6, 2000, inclusive. The complaint charges defendants Wireless Facilities, Credit Suisse First Boston Corporation, Massih Tayebi, Masood K. Tayebi and Thomas A. Munro with violations of Sections 11, 12(a) (2) and 15 of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. For more information, contact: CAULEY GELLER BOWMAN & COATES, LLP Client Relations Department: Jackie Addison, Sue Null or Charlie Gastineau by Mail: P.O. Box 25438 Little Rock, AR 72221-5438 by Phone: Toll Free: 1-888-551-9944 or by E-mail: info@classlawyer.com ********* S U B S C R I P T I O N I N F O R M A T I O N Class Action Reporter is a daily newsletter, co-published by Bankruptcy Creditors' Service, Inc., Trenton, New Jersey, and Beard Group, Inc., Washington, D.C. Enid Sterling, Larri-Nil Veloso and Lyndsey Resnick, Editors. Copyright 2001. All rights reserved. ISSN 1525-2272. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The CAR subscription rate is $575 for six months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 301/951-6400. * * * End of Transmission * * *