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1
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COMPLAINT
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EXTRACTED KEY WORDS
STOCK FACTS SECURITIES ACT COMMON DEFENDANTS OFFERING AMRAM SHARES REGISTRATION STATEMENT NEWS MEMBERS PROSPECTUS REPORT ALLEGATIONS MASSACHUSETTS CONNECTION UNDERWRITER DEFENDANTS MISLEADING MATERIAL FACTS FEDERAL SECURITIES MATERIALLY FALSE MANAGEMENT PURCHASERS ACQUISITIONS REPRESENTATIONS BLUE SKY LAW COMMISSION CONSISTING SHARES OUTSTANDING |
UNITED STATES DISTRICT COURT
DISTRICT OF MASSACHUSETTS
_____________________________________
STEVEN COOPERMAN and )
SCOTT SKLAR, on ) CIVIL ACTION NO.
behalf of themselves and all others ) 96-12272 DPW
similarly situated, ))
Plaintiffs, ) COMPLAINT
)
v. ))
INDIVIDUAL, INC., JOSEPH A. AMRAM, )
BRUCE D. GLABE, WILLIAM A. DEVEREAUX,) JURY TRIAL DEMANDED
MANUEL A. FERNANDEZ, FRANK A. INGARI,)
ELON KOHLBERG, MARINO R. POLESTRA, )
DANIEL ROSEN, SHARON L. STUDER, )
ROBERTSON, STEPHENS & COMPANY LLC, )
HAMBRECHT & QUIST LLC and )
OPPENHEIMER & CO., INC., ))
Defendants. )
_____________________________________)
Plaintiffs Steven Cooperman and Scott Sklar make the following
allegations upon information and belief, except as to allegations
specifically pertaining to the named plaintiffs and their counsel,
based on the facts alleged below, which are predicated upon, inter
alia, a review of relevant filings made with the Securities and
Exchange Commission ("SEC"), press releases, news and analysts'
reports and the investigation undertaken by and through plaintiffs'
counsel. Plaintiffs believe that further substantial evidentiary
support will exist for the allegations set forth below after a
reasonable opportunity for discovery.
NATURE OF THE ACTION
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2
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DOCKET
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EXTRACTED KEY WORDS
MQC MOTION DISMISS COOPERMAN JUDGE C/S WOODLOCK SCOTT SKLAR SHARON STUDER ROBERTSON BRUCE GLABE WILLIAM DEVEREAUX MANUEL FERNANDEZ FRANK UNGARI ELON KOHLBERG MARINO POLESTRA HAMBRECHT OPPENHEIMER STEPHENS PLAINTIFFS JOSEPH AMRAM |
Case docket was last updated on: 06/07/00.
Docket as of September 29, 1999 10:49 pm Page 1
Proceedings include all events.
1:96cv12272 Cooperman, et al v. Individual Inc., et al
LEAD
LEAD
U.S. District Court
U.S. District Court - Massachusetts (Boston)
CIVIL DOCKET FOR CASE #: 96-CV-12272
Cooperman, et al v. Individual Inc., et al Filed:
11/13/96
Assigned to: Judge Douglas P. Woodlock Jury demand: Plaintiff
Demand: $0,000 Nature of Suit: 160
Lead Docket: None Jurisdiction: Federal
Question
Dkt# in other court: None
Cause: 15:77 Securities Fraud
STEVEN G. COOPERMAN, on behalf Glen DeValerio
of himself and all others [COR LD NTC]
similarly situated Berman, DeValerio & Pease
Plaintiff One Liberty Square
Boston, MA 02109
617-542-8300
Janine L. Pollack
[COR LD NTC]
Milberg, Weiss, Bershad, Hynes
& Lerach
One Penn Plaza
New York City, NY 10002
Steven G. Schulman
[COR LD NTC]
Milberg Weiss Bershad Hynes &
Lerach LLP
One Pennsylvania Plaza
49th Floor
New York, NY 10119
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3
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MEMORANDUM AND ORDER
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EXTRACTED KEY WORDS
PLAINTIFFS SECURITIES DEFENDANTS PUBLIC OFFERING PROSPECTUS AMRAM CONFLICT SECURITIES ACT MISLEADING OMISSION IPO PURCHASERS STOCK PRICE CIR VIOLATIONS COMPLAINT UNDERWRITERS DIRECTORS BOARD MEMBERS GUSTAFSON MATERIALLY FALSE STRATEGIC DIRECTION PURCHASED SHARES ALLEGATIONS DEPARTURE DISCLOSURE CONNECTION MISSTATEMENTS |
UNITED STATES DISTRICT COURT
DISTRICT OF MASSACHUSETTS
STEVEN G. COOPERMAN, ET AL., ) CIVIL ACTION NO.
) 96-12272-DPW
Plaintiffs, ) MEMORANDUM AND ORDER
v. ) ) [filed May 27, 1998]
INDIVIDUAL, INC., ET AL., ) )
Defendants. )
____________________________________ ) )
Six plaintiffs, purchasers of common stock of Individual, Inc., alleging violations of the
Securities Act of 1933, press these consolidated actions against Individual, its board
members, and underwriters who participated in Individual's initial public offering (the
"IPO" or the "offering") in March 1996. Plaintiffs claim that Defendants made materially
false and misleading statements and omitted material facts in connection with the
registration statement and prospectus for the IPO. The focus of these assertedly material
omissions and misstatements is an alleged conflict between Yosi Amram--who was a
director as well as the founder, chief executive officer and president of Individual--and a
majority of the board of directors about the strategic direction the company should take.
The price of Individual's stock fell sharply in July 1996 after Amram left the company,
apparently as a result of this conflict. The Plaintiffs then brought these actions, claiming
that the conflict between the board and Amram existed at the time the IPO went effective
on March 14, 1996, and that Defendants had failed to disclose this material fact. Before
me are Defendants' motions to dismiss.
I. BACKGROUND
A. The Parties
The individual plaintiffs are:
Steven Cooperman, who purchased Individual shares between May 3, 1996 and
June 12, 1996 at prices ranging from $18 1/4 to $22 1/2;
Scott Sklar, who purchased shares on May 15, 1996 for $22 3/8;
Vincent Cerasuolo, who purchased shares on March 15, 1996 at $16 1/4 and on
May 10, 1996 at $22;
Owen O'Brien, who purchased shares between March 15, 1996 and July 11, 1996
at prices ranging from $14 to $21 1/2;
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