UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
MARK MARINO, on behalf of himself and all others X
similarly situated, :: Index No.
Plaintiff, :: CLASS ACTION COMPLAINT
FOR VIOLATIONS OF THE
vs. :: FEDERAL SECURITIES
LAWS
PROTON ENERGY SYSTEMS, INC., MORGAN :
STANLEY & CO. INCORPORATED, CREDIT :
SUISSE FIRST BOSTON CORPORATION, :
SALOMON SMITH BARNEY INC., WALTER W. :
SCHROEDER, JOHN A. GLIDDEN, TRENT M. :
MOLTER, and ROBERT W. SHAW, JR. ::
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
September 27, 2000 and Prospectus dated September 28, 2000 for the issuance and initial public
offering of 7,000,000 shares of Proton Energy Systems Inc.,("Proton Energy" 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 Proton Energy and four members of its senior management team, who were
responsible for the materially false and misleading statements made in the Prospectus, and three
underwriters of Proton Energy's Offering, who engaged in a pattern of conduct to surreptitiously
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
September 27, 2000 and Prospectus dated September 28, 2000 for the issuance and initial public
offering of 7,000,000 shares of Proton Energy Systems Inc.,
common stock, contained material misrepresentations and/or omissions.
Registration Statement and Prospectus are referred to herein collectively as the "Prospectus."
Defendants are Proton Energy and four members of its senior management team,
underwriters of Proton Energy's Offering, who engaged in a pattern of conduct to
the Securities Act of 1933 and 28 U.S.C. § 1331.
shares of common stock at a price of $17 per share.
At all relevant times, Morgan Stanley
Credit Suisse was a co-lead underwriter of the Offering and
misleading Prospectus between September 28, 2000 and December 6, 2000.
This is our initial public offering and no public market currently exists for our shares.
Proton Energy agreed to sell the Underwriter Defendants
We have granted to the underwriters an option, exercisable for 30 days from the date of this
to and did pay the Underwriter Defendants excessive commissions on transactions in other
purchase additional Proton Energy shares in the aftermarket at pre-determined prices.
payment by certain investors of extra-large, undisclosed "kickbacks" for allocations in
With regard to the joint SEC and U.S. Attorneys' investigation, The Wall Street
In most cases, a majority of IPO shares are allocated to institutional investors, including
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 actions included participating in the preparation of the Prospectus and other materials
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