UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
DOMINICK CAPUANO, on behalf of himself and all X
others similarly situated, :: Index No.
Plaintiff, :: CLASS ACTION COMPLAINT
FOR VIOLATIONS OF THE
vs. :: FEDERAL SECURITIES
LAWS
REDBACK NETWORKS INC., MORGAN :
STANLEY & CO. INCORPORATED, :
BANCBOSTON ROBERTSON STEPHENS INC., :
LEHMAN BROTHERS INC., DENNIS L. :
BARSEMA, and GEOFFREY C. DARBY, ::
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 and the
Prospectus dated May 17, 1999 for the issuance and initial public offering of 2,500,000 shares of
Redback Networks Inc. ("Redback" 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 Redback and
two of its senior management team, who were responsible for the materially false and misleading
statements made in the Prospectus, and three underwriters of Redback's Offering, who engaged
in a pattern of conduct to surreptitiously extract inflated commissions greater than those
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,
This is a securities class action alleging that the Registration Statement and the
Redback Networks Inc. common stock,
contained material misrepresentations and/or omissions.
Prospectus are referred to herein collectively as the "Prospectus."
two of its senior management team, who were responsible for the materially false and
statements made in the Prospectus, and three underwriters of Redback's Offering, who engaged
disclosed in the Offering materials,
the Securities Act of 1933 and 28 U.S.C. § 1331.
Plaintiff Dominick Capuano purchased shares of Redback issued in connection
issued to the investing public 2,500,000 shares of common stock at a price of $23 per share.
At all relevant times, Morgan Stanley had
Members of the Class are so numerous that joinder of all members is
This is our initial public offering and no public market currently exists for our shares.
Pursuant to the Prospectus, Redback agreed to sell the Underwriter Defendants 1,645,500
Pursuant to the underwriting agreement, we have granted to the underwriters an option,
The underwriters may exercise such option solely for the purpose of covering over-allotments,
huge profits by reselling the shares at much higher prices in the aftermarket.
additional commissions on transactions in Redback securities that otherwise would have been
probe and a related investigation by the NASD.
Many of the offerings doubled or more in their first day of trading during an IPO mania that
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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