UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK
X Index No.
GLENN LUKSIK, On Behalf of Himself and All :
Others Similarly Situated, : CLASS ACTION COMPLAINT
: FOR VIOLATIONS OF THE
Plaintiff, : SECURITIES LAWS
:
vs. ::
ARIBA, INC.; MORGAN STANLEY & CO. :
INCORPORATED; KEITH J. KRACH AND :
EDWARD P. KINSEY, ::
Defendants. :::X
Plaintiff, by his undersigned attorneys, individually and on behalf of the Class
upon information and belief, based upon, inter alia, the investigation of counsel, which includes,
other things, a review of public announcements made by defendants, Securities and Exchange
Commission ("SEC") filings made by defendants, and press releases, and media reports, except as to
the paragraph applicable to the named plaintiff which is alleged upon personal knowledge, brings
Complaint (the "Complaint") against defendants named herein, and alleges as follows:
SUMMARY OF ACTION
1. This is a securities class action alleging that the Registration
SEC on or about June 21, 1999, and the Prospectus filed with the SEC on or about June 23, 1999 for
the issuance and initial public offering of 5 million shares of Ariba, Inc. ("Ariba" or the
common stock (the "Offering"), contained material misrepresentations and/or omissions. The
Registration and Prospectus are referred to herein collectively as the "Prospectus." Defendants
Ariba and two members of its senior management team, who were responsible for the materially false
and misleading statements made in the Prospectus, and a co-manager of Ariba's Offering, who engaged
in a pattern of conduct to surreptitiously extract inflated commissions greater than those
Offering materials, among other acts of misconduct.
SNIPPETS:
Plaintiff, by his undersigned attorneys, individually and on behalf of the Class described
other things, a review of public announcements made by defendants, Securities and Exchange
Commission filings made by defendants, and press releases, and media reports, except as to
the issuance and initial public offering of 5 million shares of Ariba,
contained material misrepresentations and/or omissions.
Registration and Prospectus are referred to herein collectively as the "Prospectus."
Ariba and two members of its senior management team, who were responsible for the materially
in a pattern of conduct to surreptitiously extract inflated commissions greater than those
Offering materials,
Securities Act of 1933 and 28 U.S.C. § 1331.
In connection with the acts alleged in this complaint, defendants, directly or indirectly,
Ariba issued to the investing public 5 million shares of its common stock at a price of $23
Defendant Morgan Stanley & Co. Incorporated was,
Members of the Class are so numerous that joinder of all members is impracticable.
the Individual Defendants controlled the public dissemination of the false and misleading
The underwriters initially propose to offer part of the shares of common stock directly to
In order to facilitate the offering of common stock, the underwriters may engage in
profits by reselling the shares at much higher prices in the aftermarket.
Unbeknownst to investors who purchased in the after-market,
undisclosed "kickbacks" for allocations of "Hot IPOs" that singled out Morgan
In most cases, a majority of IPO shares are allocated to institutional investors, including
and Violations of SEC and NASD Regulations
misleading because they contained the following misstatements and/or omissions of material
Item 501 of Regulation S-K specifically governs the forepart of the Registration Statement
The Prospectus violated Regulation S-K and was false and misleading because it failed
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