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Keywords & Phrases
CaseNo: NC62479, CourtName: CLASS ACTION CASES, State: MA Massachusetts, UniqueCaseRef: LCD>NC62479, Registration Statement, Stock, Securities Act, Amram, Prospectus, Securities, Facts, Common, Public Offering, Misleading, Entry, Mqc, Conflict, Motion, Offering, Shares, Purchasers, Omission, Allegations, News, Ipo, Connection, Report, Price, Massachusetts, Materially False, Cir, Dismiss, Underwriter Defendants, Cooperman, Violations, Judge, C/s, Woodlock, Complaint, Underwriters, Directors, Material Facts, Federal Securities, Scott, Sklar, Board Members, Sharon, Studer, Management, Robertson , ContentID: 120246223

Case Documents
1   COMPLAINT
[ see first page and extracted highlights below  ] ItemID: 114560
46 pages
PDF
2 1999-09-29 DOCKET
[ see first page and extracted highlights below  ] ItemID: 114561
25 pages
PDF
3 1998-05-27 MEMORANDUM AND ORDER
[ see first page and extracted highlights below  ] ItemID: 114562
18 pages
PDF
Total Documents: 3 documents , 89 pages
Price: $ 29.95


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1 . COMPLAINT

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

SNIPPETS:
  • DISTRICT OF MASSACHUSETTS
  • Plaintiffs Steven Cooperman and Scott Sklar make the following
  • allegations upon information and belief,
  • based on the facts alleged below, which are predicated upon, inter
  • Exchange Commission, press releases, news and analysts'
  • class consisting of all purchasers of the common
  • public offering on or about March 15,
  • Individual's common shares,
  • defendants made materially false and misleading statements
  • inflating the price of Individual common stock throughout the Class
  • Period, thereby injuring Class members.
  • Sections 11, 12and 15 of the Securities Act, as amended, 15
  • In connection with the acts alleged in this complaint,
  • Registration Statement and Prospectus
  • During fiscal year 1995, Amram received compensation
  • approximately 2.4% of the shares outstanding after the Offering.
  • non-public information about Individual's management
  • The Underwriter Defendants
  • Underwriter Defendants substantially participated in the commission
  • consisting of all persons who purchased or otherwise acquired
  • Whether the federal securities laws were violated by
  • Registration Statement and Prospectus misrepresented material facts
  • August 9, 1996 Simba Information Inc. report, Richard Vancil,
  • The Company presently has no commitments or understandings for any such acquisitions, and is
  • Negative Disclosures Contradicting the Representations in the Prospectus
  • Section 410of the Massachusetts Blue Sky Law on behalf

  • 2 . DOCKET

    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
    
    SNIPPETS:
  • 1:96cv12272 Cooperman, et al v.
  • Glabe, William A. Devereaux, Manuel A. Fernandez, Frank
  • Ungari, Elon Kohlberg, Marino R. Polestra, Daniel Rosen,
  • Sharon L. Studer, Robertson, Stephens, Hambrecht & Quist,
  • Oppenheimer & Co. [Entry date 11/15/96]
  • Case assigned to Judge: Woodlock.
  • 11/20/96 2 Return of service executed as to Individual Inc., Bruce
  • Oppenheimer & Co. with service on 11/14/96 filed.
  • Inc. (mqc)
  • Joseph A. Amram
  • of lead plaintiffs and to appoint lead counsel,
  • of motion for appointment of lead plaintiffs and to
  • Scott Sklar, re: motion for appointment of lead
  • 1:96-cv-12272 to dismiss, filed.

  • 3 . MEMORANDUM AND ORDER

    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;
    
    
    
    
    SNIPPETS:
  • Six plaintiffs, purchasers of common stock of Individual, Inc., alleging violations of the
  • Plaintiffs claim that Defendants made materially false and misleading statements and omitted
  • The focus of these assertedly material omissions and misstatements is an alleged conflict
  • The price of Individual's stock fell sharply in July 1996 after Amram left the company,
  • The Plaintiffs then brought these actions, claiming that the conflict between the board and
  • Vincent Cerasuolo, who purchased shares on March 15, 1996 at $16 1/4 and on May 10, 1996 at
  • On March 14, 1996, Individual's registration statement was declared effective by the SEC and
  • A Bloomberg News report dated July 24, 1996 quoted Robert Lentz, Individual's CFO, as
  • Plaintiffs brought claims under §§ 11, 12and 15 of the Securities Act of 1933, as well as
  • Dartmouth Review v. Dartmouth College 889 F.2d 13, 16 (1st Cir.
  • Before I examine the complaint's substantive allegations, however, I must address two
  • Defendants initially contend that Plaintiffs do not state a § 11 claim because the Complaint
  • Prior to Gustafson, the First Circuit had clearly held that a purchaser may bring a § 11
  • The court relied in part upon legislative history stating that "the remedies of § 11 were
  • by means of a prospectus or oral communication" which includes a material misrepresentation
  • The primary innovation of the 1933 Act was the creation of federal duties--for the most part,
  • It is more reasonable to interpret the liability provisions of the 1933 Act as designed for
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