UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
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ERNEST HACK, on behalf of himself Civil Action No._______
and all others similarly situated:
SECURITIES CLASS ACTION
Plaintiffs, COMPLAINT
- against JURY TRIAL DEMANDED
DUANE J. ROTH, THEODORE D.
ROTH, TIM T. HART, and ALLIANCE
PHARMACEUTICAL CORP.,
Defendants,
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Plaintiffs, individually and on behalf of all other persons similarly situated, by their
undersigned attorneys, for their complaint, allege upon personal knowledge as to
themselves and their own acts, and upon information and belief as to all others matters,
based upon, inter alia, the investigation made by and through their attorneys, which
investigation included, inter alia, a review of the public documents, and press releases of
Alliance Pharmaceutical Corp. ("Alliance" or the "Company"). NATURE OF ACTION
1. Plaintiffs bring this action as a class action on behalf of themselves and all other
persons, except defendants and certain related parties, who acquired the common stock of
Alliance pursuant to the merger between Molecular Biosystems, Inc. ("MBI") and
Alliance (the "Merger"), to redress injuries resulting from defendants' violation of the
Federal securities laws (the "Class").
2. On October 12, 2000, Alliance announced an agreement to acquire all of the 188
million shares of the outstanding stock of MBI in exchange for 710,000 shares of the
common stock of Alliance. Pursuant to the Merger, MBI would become a wholly-owned
subsidiary of Alliance. On the day immediately preceding the announcement, MBI
common stock closed at $0.45 per share, while Alliance common stock closed at $13.50
per share.
3. On November 9, 2000, in connection with the Merger, Alliance filed with the
Securities and Exchange Commission ("SEC") a registration statement on Form S-4. The
registration statement was amended on November 22, 2000, and once again on November
29, 2000, whereupon it was declared effective by the SEC (the "Registration Statement").
4. Alliance is a research and development concern, that had three main products under
development at the time of the filing of the Registration Statement. The Company's
premiere product, OXYGENT, a synthetic blood substitute, was in the critical Phase 3
study stage of its development.
SNIPPETS:
DUANE J. ROTH, THEODORE D. ROTH, TIM T. HART, and ALLIANCE
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c documents, and press releases of Alliance Pharmaceutical Corp..
Plaintiffs bring this action as a class action on behalf of themselves and all other persons,
On October 12, 2000, Alliance announced an agreement to acquire all of the 188 million shares
Pursuant to the Merger, MBI would become a wholly-owned subsidiary of Alliance.
On November 9, 2000, in connection with the Merger, Alliance filed with the Securities and
The Company's premiere product, OXYGENT, a synthetic blood substitute, was in the critical
In its description of OXYGENT, the Registration Statement was materially false and misleading
Plaintiffs bring this action pursuant to Sections 11 and 15 of the Securities Act of 1933, 15
In connection with the acts, transactions, and conduct alleged herein, defendants used the
Plaintiff was issued Alliance Shares in exchange for his MBI shares as described more fully
The individua1defendants are controlling persons of the Company within the meaning of Section
CLASS ACTION ALLEGATIONS
there are three clinical trials conducted before a New Drug Application may be filed and
The Phase 2 study is comprised of controlled studies of approximately 100 to 300 volunteer
OXYGENT is an intravascular oxygen carrier (temporary "blood substitute") intended to reduce
The goal of this Phase 3 program is to establish the safety and effectiveness, of OXYGENT in
On May 31, 2000, Alliance announced the completion of enrollment for a Phase 3 clinical trial
At the time of announcement of the Merger, the Phase 3 testing for a European study was
This study, which is being conducted at medical centers in North America and Europe, is
The preceding statements were materially false and misleading because defendants failed to
Alliance Pharmaceutical Corp. announced today that it has completed its acquisition of
The Registration Statement was materially misleading; contained untrue statements of material
By reason of the foregoing, defendants have violated Section 11 of the Securities Act and are
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