UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK
X
: Index No.
BARBARA EISEMAN, On Behalf of Herself and :
All Others Similarly Situated, : CLASS ACTION COMPLAINT
: FOR VIOLATIONS OF THE FEDERAL
Plaintiff, : SECURITIES LAWS
:
vs. :::
RED HAT, INC.; GOLDMAN SACHS & CO.; :
CREDIT SUISSE FIRST BOSTON :
CORPORATION; ROBERT F. YOUNG; :
MATTHEW J. SZULIK; AND MARC EWING, :
Defendants. :::::X
Plaintiff, by her undersigned attorneys, individually and on behalf of the Class described
upon information and belief, based upon, inter alia, the investigation of counsel, which includes,
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
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 filed
SEC on August 11, 1999, and the Prospectus filed with the SEC on August 11, 1999, for the issuance
and initial public offering of 6 million shares of Red Hat, Inc. ("Red Hat" 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
Hat and three members of its senior management team, who were responsible for the materially false
and misleading statements made in the Prospectus, and two of the underwriters of Red Hat's
who engaged in a pattern of conduct to surreptitiously extract inflated commissions greater than
SNIPPETS:
RED HAT,
MATTHEW J. SZULIK; AND MARC EWING,:
Plaintiff, by her undersigned attorneys, individually and on behalf of the Class described
other things, a review of public announcements made by defendants, Securities and Exchange
Commission filings made by defendants, and press releases, and media reports, except as to
This is a securities class action alleging that the Registration Statement filed with the
SEC on August 11, 1999, and the Prospectus filed with the SEC on August 11, 1999, for the
Hat and three members of its senior management team, who were responsible for the materially
and misleading statements made in the Prospectus, and two of the underwriters of Red Hat's
who engaged in a pattern of conduct to surreptitiously extract inflated commissions greater
In connection with the acts alleged in this complaint, defendants, directly or indirectly,
Defendant Goldman Sachs & Co. was, at all relevant times herein, a registered brokerdealer
At all relevant times, Goldman Sachs had a duty to promptly disseminate truthful and accurate
Defendant Credit Suisse First Boston Corporation was,
"Underwriter Defendants."
Defendant Marc Ewing was, at all relevant times herein, Executive Vice
Members of the Class are so numerous that joinder of all members is impracticable.
There were 6 million shares of Red Hat common stock issued pursuant to the
thousands of Class members who acquired Red Hat shares pursuant to the Prospectus.
and were controlling persons of the Company as set forth in Section 15 of the Securities Act.
This is an initial public offering of shares of common stock of Red Hat,
At the request of Red Hat, the underwriters have reserved up to 800,000 shares of common
pay the Underwriter Defendants excessive commissions on transactions in other securities
Hat shares in the aftermarket at pre-determined prices.
The authorities are scrutinizing ways in which Wall Street dealers may have sought and
misleading because they contained the following misstatements and/or omissions of material
Item 501 of Regulation S-K specifically governs the forepart of the Registration Statement
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