UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
JOEL ABRAMS, on behalf of himself and all others X
similarly situated, :: Index No.
Plaintiff, :: CLASS ACTION COMPLAINT
FOR VIOLATIONS OF THE
vs. :: FEDERAL SECURITIES
: LAWS
ON SEMICONDUCTOR CORPORATION (F/K/A :
SCG HOLDING CORPORATION), MORGAN :
STANLEY & CO., INCORPORATED, LEHMAN :
BROTHERS, INC., FLEETBOSTON ROBERTSON :
STEPHENS, INC., SALOMON SMITH BARNEY, :
INC., STEVE HANSON, DARIO SACOMANI and :
CURTIS J. CRAWFORD, ::
Defendants. :X
Plaintiff, by his undersigned attorneys, individually and on behalf of the Class described
below, upon information and belief, based upon, inter alia, the investigation of counsel, which
includes, among 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 this 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 Statement dated
April 25, 2000 and the Prospectus dated April 27, 2000 for the issuance and initial public
offering of 30,000,000 shares of On Semiconductor Corporation (F/K/A SCG Holding
Corporation) ("On Semiconductor" or the "Company") common stock (the "Offering"), contained
material misrepresentations and/or omissions. The Registration Statement and Prospectus are
referred to herein collectively as the "Prospectus." Defendants are On Semiconductor and three
members of its senior management team, who were responsible for the materially false and
SNIPPETS:
Plaintiff, by his undersigned attorneys, individually and on behalf of the Class described
includes, among other things, a review of public announcements made by defendants, Securities
and Exchange Commission filings made by defendants, and press releases, and media
This is a securities class action alleging that the Registration Statement dated
April 25, 2000 and the Prospectus dated April 27, 2000 for the issuance and initial public
Corporation) ("On Semiconductor" or the "Company") common stock,
material misrepresentations and/or omissions.
misleading statements made in the Prospectus, and four underwriters of On Semiconductor's
Offering, who engaged in a pattern of conduct to surreptitiously extract inflated commissions
the Securities Act of 1933 and 28 U.S.C. § 1331.
Plaintiff Joel Abrams purchased shares of On Semiconductor issued in connection
to the investing public 30,000,000 shares of common stock at a price of $16 per share.
At all relevant times, Morgan Stanley
Defendant FleetBoston Robertson Stephens, Inc. was, at
Members of the Class are so numerous that joinder of all members is
whether the Prospectus omitted and/or misrepresented material facts about
We have granted to the underwriters an option, exercisable for 30 days from the date of this
could make huge profits by reselling the shares at much higher prices in the aftermarket.
restricted number of On Semiconductor shares issued in connection with the Offering.
to and did pay the Underwriter Defendants excessive commissions on transactions in other
Such tie-in arrangements were designed to and did maintain,
payment by certain investors of extra-large, undisclosed "kickbacks" for allocations in
In most cases, a majority of IPO shares are allocated to institutional investors, including
distort and/or inflate the market price for On Semiconductor shares in the aftermarket.
Item 501 of Regulation S-K specifically governs the forepart of the
the Commission addressed reports that certain dealers participating in distributions of new
The actions included participating in the preparation of the Prospectus and other materials
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