UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
WAYNE P. LILL, JR. TRUSTEE FOR THE WP X
LILL JR. TRUST DATED 12/22/99, on behalf of : Index No.
itself and all others similarly situated, :: Related To:
Plaintiff, :: In re Initial Public Offering
Securities Litigation: 21 MC 92
vs. :: (SAS)
ONI SYSTEMS CORP., GOLDMAN, SACHS & :
CO., FLEETBOSTON ROBERTSON STEPHENS, :
INC., LEHMAN BROTHERS, INC., SALOMON : CLASS ACTION COMPLAINT
SMITH BARNEY, INC., HUGH C. MARTIN, and : FOR VIOLATIONS OF THE
CHRIS A. DAVIS, : FEDERAL SECURITIES LAWS
:
Defendants. ::X
Plaintiff, by its undersigned attorneys, individually and on behalf of the Class described
below, upon information and belief, based upon, inter alia, the investigation of counsel, which
included, 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 the defendants named
herein, and alleges as follows:
SUMMARY OF ACTION
1. This is a securities class action alleging that the Registration Statement and
Prospectus dated May 31, 2000 for the issuance and initial public offering of 8,000,000 shares of
ONI Systems Corp. ("ONI" 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 ONI and two of its officers
and/or directors who were responsible for the materially false and misleading statements made in
the Prospectus, and four underwriters of the Offering who engaged in a pattern of conduct to
surreptitiously extract inflated commissions greater than those disclosed in the Offering
SNIPPETS:
Plaintiff, by its undersigned attorneys, individually and on behalf of the Class described
included, among other things, a review of public announcements made by defendants, Securities
and Exchange Commission filings made by defendants, and press releases, and media
ONI Systems Corp. common stock,
material misrepresentations and/or omissions.
The Registration Statement and Prospectus are
and four underwriters of the Offering who engaged in a pattern of conduct to
surreptitiously extract inflated commissions greater than those disclosed in the Offering
materials,
the Securities Act of 1933 and 28 U.S.C. § 1331.
purchased shares of ONI issued in connection with and traceable to the Offering.
Defendant Goldman, Sachs & Co. was, at all relevant times
herein, a registered broker-dealer and member of the National Association of Securities
Barney are referred to herein collectively as the "Underwriter Defendants."
who acquired the common stock of ONI pursuant or traceable to the false and misleading
are thousands of Class members who acquired ONI shares pursuant to the Prospectus.
On or about May 31, 2000, ONI made an initial public offering of 8,000,000
THIS IS AN INITIAL PUBLIC OFFERING OF SHARES OF COMMON STOCK OF ONI SYSTEMS CORP.
To the extent that the underwriters sell more than 8,000,000 shares, the underwriters have
huge profits by reselling the shares at much higher prices in the aftermarket.
additional commissions on transactions in ONI securities that otherwise would have been left
payment by certain investors of extra-large, undisclosed "kickbacks" for allocations in
manager testified before a United States District Court for the Southern District of New York
The statements in the Prospectus and referenced in ¶¶21-23 were materially false
Item 501 of Regulation S-K specifically governs the forepart of the Registration
statements of material facts, omitted to state other facts necessary to make the statements
The Underwriter Defendants' material misrepresentations and/or omissions were
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