/raid1/www/Hosts/bankrupt/CAR_Public/010904.mbx
C L A S S A C T I O N R E P O R T E R
Tuesday, September 4, 2001, Vol. 3, No. 172
Headlines
AMERICA ONLINE: Sued For Allowing Hate Speech In Chat Rooms in VA
ART TECHNOLOGY: Stull Stull Launches Securities Suit In C.D. CA
BOLLINGER INDUSTRIES: Court Approves Settlement Offer, Ends Two Suits
CENDANT CORPORATION: Appellate Court Resolves Settlement Appeals
FARGO ELECTRONICS: Executes Settlement to Securities Suit in MN
FIREPOND INC: Wolf Haldenstein Lodges Securities Suit in S.D. NY
GLYNN COUNTY, GEORGIA: Judge Orders Property Tax Suit Continuation
KEYSPAN CORPORATION: Officials Face Securities Suit in New Jersey
MCDATA CORPORATION: Marc Henzel Initiates Securities Suit In S.D. NY
MONTANA POWER: Faces Securities Suit Regarding Assets Sale
NEW CENTURY: To Mount Vigorous Defense Against Pending Lawsuits
ONYX SOFTWARE: Milberg Weiss Commences Securities Suit In W.D. WA
ONYX SOFTWARE: Says It Will Vigorously Contest Suit Pending In WA
PROTON ENERGY: Wolf Haldenstein Commences Securities Suit in S.D. NY
PRUDENTIAL FINANCIAL: Appellate Suspends Further Trial In FL Court
RAMBUS INC.: Marc Henzel Initiates Securities Suit in N.D. CA
SWISS HELVETIA: Officials Sued In DE For Breach Of Fiduciary Duties
TRANSMETA CORPORATION: Lieff Cabraser Files N.D. CA Securities Suit
VANS INC.: Confident It Will Prevail Over Suit Initiated By Managers
*********
AMERICA ONLINE: Sued For Allowing Hate Speech In Chat Rooms in VA
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A federal lawsuit filed last week against AOL Time Warner alleges
America Online has allowed hate speech to go unsanctioned in Muslim
chat rooms, in violation of federal civil rights laws.
The lawsuit filed in U.S. District Court in Alexandria seeks class-
action status and asks for an injunction requiring AOL to enforce its
rules that prevent members from sending messages that offend community
standards.
The complaint cites the 1964 Civil Rights Act, which prohibits
discrimination in public accommodations.
The only named plaintiff in the case, Saad Noah of Crest Hill, Ill.,
asked AOL repeatedly to clean up the "Koran" and "Beliefs: Islam" chat
rooms, but was ignored, Memon said. The lawsuit documents 20 pages of
offensive comments posted in the chat rooms in 1998 and 1999.
Kamran Memon, a Chicago attorney representing Noah, said that in light
of the growing significance of the Internet, a public chat room should
fall within this category as a place of entertainment and therefore
should be free of harassment.
AOL spokesman Andrew Weinstein said the lawsuit is totally "without
merit" claiming that when a complaint is brought to their attention,
AOL staff reviews it and can take action ranging from a reprimand to
cancellation of service.
AOL is the world's largest Internet access provider with some 30
million subscribers using its AOL online service. The AOL proprietary
network also offers content, communications tools, and online shopping.
ART TECHNOLOGY: Stull Stull Launches Securities Suit In C.D. CA
---------------------------------------------------------------
Stull, Stull & Brody commenced recently a class action lawsuit in the
United States District Court for the Central District of California, on
behalf of purchasers of Art Technology Group, Inc. (NASDAQ:ARTG),
common stock between January 25, 2001 and April 2, 2001, inclusive.
The defendants include: Art Technology Group, Inc. and its co-founders,
Chief Executive Officer Jeet Singh and Chairman of the Board Joseph
Chung.
The complaint charges that defendants violated Sections 10(b) and 20(a)
of the Securities Exchange Act of 1934 and Rule 10-b(5) by, among other
things: issuing false misleading statements regarding ATG's financial
condition as well as its present and future business prospects.
Art Technology's Java-based Dynamo software suite includes application
server software for developing and deploying Web applications that
personalize customer interactions, allowing companies to target
specific content and data for individual customers and Web site
visitors.
ATG also provides Web site design, consulting, custom application
development, and support services (about 40% of sales).
For more details, contact: Stull, Stull & Brody through Michael D.
Braun by Phone: 888/388-4605 or by E-mail: mbraun@secfraud.com
BOLLINGER INDUSTRIES: Court Approves Settlement Offer, Ends Two Suits
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The U.S. District Court for the Northern District of Texas approved
recently the settlement offer of Bollinger Industries, Inc., concluding
in the process two suits that have been pending for years.
According to a recent Company disclosure, the Court gave its final nod
during a hearing last August 24.
Terms of the settlement include, among others, payment of $400,000,
which the Company had deposited in an escrow account, while the
settlement offer awaited approval.
In addition, the Company was also required to issue 200,000 shares of
common stocks.
The shares are subject to a Put and Call Agreement which permits (1)
the Company to call the stock for $2.00 per share, and (2) the
plaintiffs to require the Company to purchase the stock for $1.00 per
share.
These put and call options run for one year after the effective date of
the final settlement and approval of the litigation.
The suits were brought against the Company and several of its top
officials five years ago by Suntrust Bank Atlanta, STI Classic Fund,
and STI Classic Sunbelt.
The Company supplies more than 800 items, including abdominal
exercisers, aerobic steps, barbells and dumbbells, boxing accessories,
exercise mats, stationary bikes, weightlifting belts and gloves, and
jump ropes.
Bollinger's products are outsourced overseas and sold mostly in the US
to mass retailers such as Kmart (33% of sales) and sporting goods
stores such as The Sports Authority (17%).
CENDANT CORPORATION: Appellate Court Resolves Settlement Appeals
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The Third U.S. Circuit Court of Appeals issued two decisions resolving
all appeals from the August 15, 2000 orders of the United States
District Court for the District of New Jersey last August 28,2001.
In one decision, the Third Circuit affirmed the District Court's
decision overruling the objections to the settlement made by the
plaintiff in a derivative action pending against Cendant.
In the second, the Third Circuit affirmed the District Court's finding
that the settlement is fair, reasonable and adequate
The Third Circuit also affirmed the District Court's decision
overruling the objections to the settlement and the plan of allocation
made by a number of class members.
Also in the second decision, the Third Circuit vacated the District
Court's award of attorneys' fees and expenses to counsel for the lead
plaintiffs and the class, and remanded the action to the District Court
for additional proceedings on this issue.
The vacatur and remand of the attorneys' fees and expenses issue is not
expected to have any effect on the finality of the settlement.
As a result of the Third Circuit's decisions, Cendant will be required
to fund the settlement no earlier than the end of March 2002.
Cendant's unfunded settlement obligation is currently approximately
$2.1 billion.
In anticipation of the final settlement payment, Cendant established a
$1.75 billion committed revolving credit facility maturing in August
2003. In addition, Cendant currently has approximately $2.8 billion of
cash on hand.
Accordingly, Cendant anticipates that it will use a combination of
available cash, operating cash flow and revolving credit facility
borrowings to fund the settlement obligation when due.
Cendant is the world's top hotel franchisor with more than 6,400
locations under the AmeriHost Inn, Days Inn, and Super 8 brands, among
others. Cendant also owns Avis Group Holdings, timeshare resorts,
travel services and franchised brokerages.
FARGO ELECTRONICS: Executes Settlement to Securities Suit in MN
---------------------------------------------------------------
Fargo Electronics, Inc. executed a settlement agreement on August
30,2001 with respect to a class action suit filed in District Court,
Fourth Judicial District, County of Hennepin, State of Minnesota.
The suit was filed by a stockholder of the Company last August 13,2001
and alleged that Fargo's directors breached their fiduciary duties owed
to Fargo's stockholders by:
(1) agreeing to sell the company to Zebra without implementing an
adequate sales process designed to maximize stockholder value;
(2) agreeing to certain provisions in the Acquisition Agreement
which effectively preclude a competing bid;
(3) disseminating materially misleading tender offer materials to
Fargo's stockholders; and
(4) agreeing to certain provisions in the Stockholder Agreements
with Zebra which discourage Fargo's directors from pursuing a
superior offer.
The complaint also alleged that Zebra has knowingly aided and abetted
the Fargo directors' breaches of fiduciary duty.
In consideration of the settlement, Fargo and Zebra agreed that by
August 30, 2001:
(i) the Acquisition Agreement would be amended to decrease the
termination fee Fargo will be required to pay Zebra under
certain circumstances from $5.6 million to $4.1 million;
(ii) the expiration date of the Offer would be extended until
September 14, 2001 at midnight, New York City time, unless the
Offer is further extended; and
(iii) additional disclosure would be added to Fargo's Schedule 14D-9
regarding the dates of Fargo's historical discussions with
other parties likely to engage in an acquisition transaction
with Fargo and the valuation methodologies used by Raymond
James Associates,Inc.
Fargo and Zebra also agreed that, in the event that the Merger is
consummated, Fargo will pay attorney's fees not to exceed $190,000 to
plaintiff's counsel.
Counsel to each of the parties to the litigation have agreed to present
to the court as soon as is practicable appropriate documentation
required in order to obtain approval by the court of the settlement.
Fargo makes desktop systems that print personalized plastic cards. The
These cards are used to make personalized bus and train passes,
driver's licenses, hotel room access cards, library cards, membership
cards, parking passes, retail loyalty and discount cards, security and
student identifications.
FIREPOND INC: Wolf Haldenstein Lodges Securities Suit in S.D. NY
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Wolf Haldenstein Adler Freeman & Herz LLP has commenced a class action
lawsuit late last week in the United States District Court for the
Southern District of New York, on behalf of purchasers of FirePond,
Inc. (Nasdaq:FIRE) securities between February 3, 2000 and December 6,
2000, inclusive.
The complaint against FirePond, certain of its officers and directors,
and its underwriters alleges that defendants violated the federal
securities laws by issuing and selling FirePond common stock pursuant
to the February 3, 2000 IPO without disclosing to investors that some
of the underwriters in the offering, including the lead underwriters,
had solicited and received excessive and undisclosed commissions from
certain investors.
The complaint alleges that in exchange for the excessive commissions,
defendants allocated FirePond shares to customers at the IPO price.
To receive the allocations at the IPO price, the underwriters'
brokerage customers had to agree to purchase additional shares in the
aftermarket at progressively higher prices.
The requirement that customers make additional purchases at
progressively higher prices as the price of FirePond stock rocketed
upward was intended to drive FirePond's share price up to artificially
high levels.
This artificial price inflation enabled both the underwriters and their
customers to reap enormous profits by buying stock at the IPO price and
then selling it later for a profit at inflated aftermarket prices.
The Company helps businesses conduct Internet-based sales and marketing
campaigns. Traditionally a provider of outsourced software development
services, the Company also sells software packages which integrates
channel management, customer information management, and other e-
commerce functions.
For further information, contact Fred Taylor Isquith, Gustavo Bruckner,
Michael Miske or George Peters by Mail: 270 Madison Avenue, New York,
New York 10016 by Phone: 800/575-0735 by E-mail: classmember@whafh.com
or visit their Website at http://www.whafh.com.E-mail should refer to
FirePond.
GLYNN COUNTY, GEORGIA: Judge Orders Property Tax Suit Continuation
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United States District Judge Dudley H. Bowen Jr. ruled recently to
allow continuation of the lawsuit brought by Glynn County residents,
who challenged the way the county's Board of Assessors set property tax
values in Glynn County and argued that the assessors used illegal spot
appraisals to set values on their property, according to a recent
Associated Press report.
Judge Bowen's 29-page order was in response to a motion by the Glynn
County Board of Assessors to dismiss the class-action filed by the 19
property owners, because jurisdiction lies with the state.
The judge's order, however, continued the lawsuit, saying state
remedies are inadequate, went on to criticize the local tax authorities
and their ability to keep up with unpredictable, burgeoning property
values in St. Simons Island and Sea Island, and described the county's
taxation system as "antiquated" and "occasionally aberrational."
Judge Bowen has scheduled a September 25th hearing on the plaintiffs'
motion to certify the class and on whether to issue a temporary
injunction on collecting taxes on the 2000 tax digest.
Glynn County has levied property taxes using the 1999 tax digest, the
most recent one approved by the state. The Board of Assessors cannot
get state approval of its 2001 tax digest until last year's is
approved.
Martin McCormack, chairman of the Board of Assessors, said he has read
Judge Bowen's ruling, but would not comment.
KEYSPAN CORPORATION: Officials Face Securities Suit in New Jersey
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Two class-action suits were filed against KeySpan Corp. and some of its
top executives late last week, accusing the Company of fraud by failing
to tell investors about a troubled New Jersey construction subsidiary
and reaping millions by selling some of their shares in KeySpan.
The lawsuit alleges KeySpan executives failed to tell investors "what
they knew" about delays in work projects and "serious and material
`accounting inaccuracies'" at the subsidiary, Roy Kay Inc., in
Freehold, N.J.
One of the suits says 11 KeySpan executives made $5.8 million in
proceeds by selling their stock at prices that were "artificially
inflated," by virtue of a failure to disclose the problems at Roy Kay.
The other suit names six defendants -- including then-company chairman
Robert Catell -- and charges they reaped proceeds of more than $29
million.
KeySpan Energy brings natural gas to 2.4 million customers in New York,
Massachusetts, and New Hampshire, and the company contracts with the
Long Island Power Authority to manage electricity service for about 1.1
million customers.
MCDATA CORPORATION: Marc Henzel Initiates Securities Suit In S.D. NY
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The Law Offices of Marc S. Henzel recently filed a class action lawsuit
in the United States District Court, Southern District of New York, on
behalf of purchasers of the securities of McData Corporation (Nasdaq:
MCDT) between August 9, 2000 and December 6, 2000, inclusive.
The action is against the following defendants:
(1) McData,
(2) Credit Suisse First Boston Corporation,
(3) Merrill Lynch, Pierce, Fenner & Smith Incorporated,
(4) Bear, Stearns & Co., Inc.,
(5) FleetBoston Robertson Stephens,
(6) John F. McDonnell and
(7) Dee J. Perry.
The complaint alleges 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.
On or about August 9, 2000 McData commenced an initial public offering
of 12,500,000 of its shares of common stock at an offering price of $28
per share.
In connection therewith, McData filed a registration statement, which
incorporated a prospectus, with the SEC.
The complaint further alleges that the Prospectus was materially false
and misleading because it failed to disclose, among other things, that:
(i) Credit Suisse, Merrill Lynch, Bear Stearns and Robertson
Stephens had solicited and received excessive and undisclosed
commissions from certain investors in exchange for which
Credit Suisse, Merrill Lynch, Bear Stearns and Robertson
Stephens allocated to those investors material portions of the
restricted number of McData shares issued in connection with
the McData IPO; and
(ii) Credit Suisse, Merrill Lynch, Bear Stearns and Robertson
Stephens had entered into agreements with customers whereby
Credit Suisse, Merrill Lynch, Bear Stearns and Robertson
Stephens agreed to allocate McData shares to those customers
in the McData IPO in exchange for which the customers agreed
to purchase additional McData shares in the aftermarket at
pre-determined prices.
For more information, contact: The Law Offices of Marc S. Henzel by
Mail: 210 West Washington Square, Third Floor Philadelphia, PA 19106 by
Phone: (888) 643-6735 or (215) 625-9999 by Fax: (215) 440-9475 by E-
mail: Mhenzel182@aol.com or visit the firm's Website:
http://members.aol.com/mhenzel182
MONTANA POWER: Faces Securities Suit Regarding Assets Sale
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Eight individuals filed a class action suit regarding the sale of
Montana Power's electric generation assets to PPL Montana in December
1999.
The lawsuit names Montana Power Company, its current Board of
Directors, three current officers of both Touch America and The Montana
Power Company, and PPL Montana, LLC (PPL Montana) as defendants.
The plaintiffs allege the following:
(1) Montana Power and its directors and officers had a legal
obligation and a fiduciary duty to obtain shareholder approval
before the sale of our former electric generation assets to
PPL Montana.
(2) Because shareholders did not vote, the sale of the generation
assets is void and PPL Montana is holding these assets in
constructive trust for the shareholders.
(3) Shareholders should have been allowed to vote on the sale of
the generation assets and, if an appropriate majority vote was
obtained in favor of the sale, the shareholders should have
been given dissenters rights.
The suit also makes various claims of breaches of duty and negligence
against the Board of Directors and the individual officers.
The plaintiffs have indicated that they will seek court approval to
proceed with this suit as a class action.
Montana sold its electric generation properties to focus on
telecommunications. Montana Power's Touch America subsidiary offers
voice, data, video, and Internet services over its 18,000-mile fiber-
optic network, which covers the western half of the US.
The Company believes that its directors and officers have fully
complied with their statutory and fiduciary duties.
Accordingly, they will defend its suit vigorously.
NEW CENTURY: To Mount Vigorous Defense Against Pending Lawsuits
---------------------------------------------------------------
New Century Financial Corporation announced in a disclosure to the
Securities and Exchange commission that it would mount a vigorous
defense against several pending class actions.
In July 2001, Charles Perry Jr. filed a class action complaint against
the Company and Noreast Mortgage Company in the U.S. District Court for
the District of Massachusetts.
The complaint alleges that certain payments the company makes to
mortgage brokers, sometimes referred to as yield spread premiums,
violate the federal Real Estate Settlement Procedures Act.
The complaint also alleges that the Company induced mortgage brokers to
breach their fiduciary duties to borrowers.
Another suit, filed in August 2001 by Miguel and Josephina Lopez
against the Company and Robert Hardman dba Primera Mortgage in Illinois
state court, states the same allegations.
The Company is evaluating both complaints and intends to defend the
actions vigorously.
Their response is due in September 2001.
ONYX SOFTWARE: Milberg Weiss Commences Securities Suit In W.D. WA
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Milberg Weiss Bershad Hynes & Lerach, LLP filed late last week a class
action in the United States District Court for the Western District of
Washington, on behalf of purchasers of Onyx Software Corporation
(NASDAQ:ONXS) publicly traded securities, including those who purchased
stock pursuant to Onyx's secondary stock offering in February 2001,
during the period between January 10, 2001 and April 3, 2001.
The complaint charges Onyx and certain of its officers and directors
with violations of the Securities Exchange Act of 1934.
Onyx is a supplier of customer relationship management enterprise
applications that are designed to connect a company's sales, marketing
and service organizations with customers, prospects and partners.
On January 19, 2001, Onyx announced the acquisition of Revenue Lab and,
after the close of the market, hosted a conference call to discuss the
acquisition and the Company's business and prospects.
Later, Onyx reported favorable, but false, financial results.
The complaint alleges that during the Class Period, Onyx made
misleading statements about its business and issued false and
misleading financial results, causing its stock to be artificially
inflated.
As a result of this inflation, Onyx was able to complete a secondary
offering of 2.5 million shares at $13.50 per share, raising net
proceeds of $31.5 million on February 7, 2001.
Then, on April 3, 2001, just weeks after this offering was completed,
Onyx revealed that its 1stQ01 results would be sharply lower than the
market had been led to expect with revenues of only $26-$27 million and
a large loss. The stock dropped below $3 per share on this news.
Later, on August 10, 2001, after the market closed, defendants revealed
that Onyx's 4thQ00 results had been materially misstated and would have
to be restated.
After this announcement, Onyx's stock price dropped to as low as $3.70
on August 13, 2001 compared to the Class Period high of $17.25.
For more information, contact: William Lerach or Darren Robbins by
Phone: 800-449-4900 by E-mail: wsl@milberg.com or visit the firms
Website: www.milberg.com
ONYX SOFTWARE: Says It Will Vigorously Contest Suit Pending In WA
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Onyxr Software Corporation says it intends to vigorously defend itself
and its executives, and believes that the defendants will ultimately
prevail in the suit currently filed in Washington.
Two of its top executives were named recently as defendants in two
securities class action lawsuits filed late last week.
Onyx Software Corporation believes these lawsuits are without merit.
The Company is a global supplier of customer relationship management
(CRM) enterprise applications that power a company's entire business
world, connecting sales, marketing and service organizations with
customers, prospects and partners.
Through an innovative mix of Internet technology, strategic services
and customer commitment, Onyx helps companies create the seamless,
branded customer experiences they need to forge competitive advantage
and build real business value.
PROTON ENERGY: Wolf Haldenstein Commences Securities Suit in S.D. NY
---------------------------------------------------------------------
Wolf Haldenstein Adler Freeman & Herz LLP initiated a class action
lawsuit in the United States District Court for the Southern District
of New York, on behalf of purchasers of Proton Energy Systems, Inc.
(Nasdaq:PRTN) securities between September 28, 2000 and December 6,
2000, inclusive.
The suit names Proton Energy, certain of its officers and directors,
and its underwriters, as its defendants.
The complaint alleges that defendants violated the federal securities
laws by issuing and selling Proton Energy common stock pursuant to the
September 28, 2000 IPO without disclosing to investors that some of the
underwriters in the offering, including the lead underwriters, had
solicited and received excessive and undisclosed commissions from
certain investors.
Specifically, the complaint alleges that in exchange for the excessive
commissions, defendants allocated Proton Energy shares to customers at
the IPO price.
To receive the allocations at the IPO price, the underwriters'
brokerage customers had to agree to purchase additional shares in the
aftermarket at progressively higher prices.
The requirement that customers make additional purchases at
progressively higher prices as the price of Proton Energy stock
rocketed upward was intended to drive Proton Energy's share price up to
artificially high levels.
This artificial price inflation enabled both the underwriters and their
customers to reap enormous profits by buying stock at the IPO price and
then selling it later for a profit at inflated aftermarket prices.
For further details, contact Fred Taylor Isquith, Gustavo Bruckner,
Michael Miske or George Peters by Mail: 270 Madison Avenue, New York,
New York 10016 by Phone: 800/575-0735 by E-mail: classmember@whafh.com
or visit their Website: www.whafh.com. E-mail should refer to Proton
Energy.
PRUDENTIAL FINANCIAL: Appellate Suspends Further Trial In FL Court
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The Eleventh Circuit Court of Appeals has stayed proceedings against
Prudential Financial, Inc. pending the latter's appeal of an earlier
decision by a trial court granting plaintiffs leave to amend their
complaint.
In a recent disclosure to the Securities and Exchange Commission, the
Company said it has filed a motion to dismiss the amended complaint
filed recently by plaintiffs, despite the order staying further
proceedings.
Earlier, a trial court had dismissed plaintiffs' claims in relation to
RICO violations but afforded them an opportunity to amend the
complaint.
This decision is the subject of the Company's appeal.
The Company contends that the trial court should have required the
plaintiffs to arbitrate all its claims before filing an amended
complaint.
This case traces its roots to Shane v. Humana, a purported nationwide
class action brought on behalf of provider physicians and physician
groups against Prudential and other health care companies.
In March this year, plaintiffs filed the amended complaint, naming
additional plaintiffs, including three state medical associations, and
an additional defendant.
Like the original complaint that was dismissed earlier, it alleges the
following:
(1) breach of contract,
(2) quantum meruit,
(3) unjust enrichment,
(4) violations of RICO,
(5) conspiracy to violate RICO,
(6) aiding and abetting RICO violations, and
(6) violations of state prompt pay statutes and the California
unfair business practices statute.
The suit awaits resolution in the United States District Court for the
Southern District of Florida.
RAMBUS INC.: Marc Henzel Initiates Securities Suit in N.D. CA
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Marc S. Henzel commenced a class action in the United States District
Court for the Northern District of California late last week on behalf
of purchasers of Rambus, Inc. (Nasdaq: RMBS) common stock during the
period between Jan. 18, 2000 and May 9, 2001.
The complaint charges Rambus and certain of its officers and directors
with violations of the Securities Exchange Act of 1934.
Specifically, the action charges that Rambus and certain of its
officers and directors disseminated materially false and misleading
statements concerning the following:
(1) the undisclosed fact that Rambus had engaged in fraudulent
activity in order to obtain purportedly valuable patents on
SDRAM computer memory and memory related technologies which
enable semiconductor memory devices to keep pace with faster
generations of processors and controllers;
(2) the true enforceability and viability of Rambus' SDRAM patents
and the true risks involved with investing in Rambus stock
during the Class Period;
(3) the effects these adverse undisclosed actions were having and
would continue to have on the company's growth and earnings
prospects; and
(4) that company insiders, certain of which are named as
defendants in the action, sold or otherwise disposed of over
$125 million of their privately held Rambus stock while in
possession of undisclosed material adverse information
regarding the true validity of the company's SDRAM patents,
including the undisclosed fact that such patents were obtained
by defendants' fraud.
It was only after defendants sold or otherwise disposed of their
privately held stock that, on May 9, 2001, investors learned the truth
about Rambus, when a jury in a patent infringement suit filed by Rambus
against one of its competitors, Infineon Technologies, AG, determined
that Rambus' SDRAM patents had been obtained by fraud.
For more information, contact: Marc S. Henzel by Mail: 210 West
Washington Square, Third Floor Philadelphia, PA 19106 by Phone: (888)
643-6735 or (215) 625-9999 by Fax: (215) 440-9475 by E-mail:
Mhenzel182@aol.com or visit the firm's Website:
http://members.aol.com/mhenzel182.
SWISS HELVETIA: Officials Sued In DE For Breach Of Fiduciary Duties
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Swiss Helvetia Fund, Inc. disclosed recently in a Securities and
Exchange Commission report that it is facing two shareholders suits in
Delaware for breach of fiduciary duties.
According to the Company disclosure, the suits were brought between
April and May this year against its board of directors and Hottinger
Capital Corporation, the Fund's investment advisor.
The complaints, captioned Kimberly Kahn vs. Paul Hottinguer et al. and
Charles Miller vs. Paul Hottinguer et al., allege that the defendants
have:
(1) breached fiduciary duties to stockholders and violated Section
109(a) of the Delaware General Corporation Law by adopting
amendments to the Fund's Bylaws requiring a vote of 75% of the
Fund's outstanding shares to alter, amend or repeal the Bylaws
or to adopt other bylaws;
(B) breached fiduciary duties to stockholders by adopting
amendments to the Fund's Bylaws requiring nominees for
election as directors to satisfy certain qualifications; and
(C) breached fiduciary and contractual duties through the manner
in which the Fund effected a capital gains distribution in
December 2000.
The complaints seek as relief, among other things:
(i) a declaration that the defendants have breached their
fiduciary duties to stockholders and that the amendments to
the Bylaws are null and void;
(ii) an injunction in connection with any meeting of stockholders
preventing the defendants from enforcing the Bylaw amendments;
and
(iii) certain unspecified damages.
"The defendants, including the Fund, believe that each complaint is
without merit and are defending against them vigorously," the
disclosure says.
The suits are pending in the Court of Chancery of the State of
Delaware.
TRANSMETA CORPORATION: Lieff Cabraser Files N.D. CA Securities Suit
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Lieff, Cabraser, Heimann & Bernstein and Abraham & Paskowitz today
commenced a class action suit on August 28, 2001, in the United States
District Court for the Northern District of California on behalf of
purchasers of Transmeta Corporation (Nasdaq:TMTA) publicly traded
securities during the period between April 19, 2001, and July 19, 2001.
The lawsuit concerns Transmeta's representations regarding a new
computer processor chip it had developed known as the 'Crusoe.' The
chip was designed to be used in portable, lightweight computers
commonly known as notebooks.
The defendant repeatedly averred that the Crusoe represented a
technological advance over other similar products, and that its use
allowed for the manufacture of a notebook computer with longer battery
life, and many other attractive features.
As computers incorporating Crusoe technology were shipped, Transmeta
reported hefty increases in sales.
However, technology journalists reviewed these new products, and doubts
about Transmeta's claims began to emerge.
Despite these concerns, the Company continued to assert that all was
well, and to tout its technology as superior. Unbeknownst to
shareholders, however, Crusoe technology was meeting more significant
resistance than management was letting on.
Beginning in early May 2001 -- based on this insider knowledge --
Transmeta insiders began selling their shares for millions of dollars
of proceeds; sellers included the both of the Company's Co-Chairmen of
the Board, its VP for Product Development and its VP for Sales.
Despite this, Co-Chairman Ditzel again assured the public that
Transmeta technology was superior, and that sales were right on target
with projections.
On June 20, 2001, Transmeta shocked the market with the news that
second quarter sales were drastically off course -- perhaps as much as
40-45% below first quarter sales.
Transmeta stock sold off heavily, closing on June 21, 2001 at $5.36 per
share, down $7.24, or 57%.
The Company attributed the shortfall to an economic downturn in Japan,
where almost all Crusoe-based computers are sold, rather than to any
problem specific to Transmeta or its products.
In truth and in fact, Transmeta products were meeting resistance due to
low functionality.
Moreover, retail customers were balking at the $1,500-$2,000 price tag
on Crusoe-based notebook computers, a price considerably higher than
comparable lightweight computers that were just as good or better, but
which sold for approximately $1,300.
Finally, although management had explicitly denied this on the June 20,
2001, conference call, manufacturers were refusing to buy Crusoe
processors until the Company could come out with a new and improved
version.
Upon these revelations, Transmeta stock dropped below $3 per share.
For more information, contact Joy A. Kruse by Mail: 275 Battery Street,
30th Floor, San Francisco, CA 94111-3339 by Phone: 415/956-1000 or by
E-mail jakruse@lchb.com.
VANS INC.: Confident It Will Prevail Over Suit Initiated By Managers
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Footwear maker Vans, Inc. believes it has meritorious defense against a
suit currently pending in California seeking back wages and overtime
pays, says a recent Company disclosure to the SEC.
The Company is confident it will prevail over the suit filed last April
alleging that certain current and former store managers of the Company
were improperly classified as "salaried exempt" under California law.
According to the plaintiffs, said classification illegally deprived
them of overtime wages.
The company designs and sells footwear and apparel that appeals
primarily to skateboarders and other extreme sports enthusiasts. It
also offers snowboard boots.
Contractors in Asia and Mexico make most of the company's products. Its
distribution network reaches 90 countries, and Vans itself operates
about 140 stores in the US and Europe.
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S U B S C R I P T I O N I N F O R M A T I O N
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Copyright 2001. All rights reserved. ISSN 1525-2272.
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