UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
MIKHAIL AZVALINSKY, on behalf of himself
and all others similarly situated,
CIVIL ACTION NO.
Plaintiff,
CLASS ACTION COMPLAINT
v. FOR VIOLATIONS OF FEDERAL
SECURITIES LAWS
INTRAWARE, INC.; MARK HOFFMAN;
PETER JACKSON; DONALD FREED; JURY TRIAL DEMANDED
CREDIT SUISSE FIRST BOSTON CORP.;
FLEETBOSTON ROBERTSON STEPHENS,
INC.; and J.P. MORGAN CHASE & CO.,
Defendants.
Plaintiff, individually and on behalf of all other persons similarly situated,
undersigned attorneys, for plaintiff's Complaint, allege upon the investigation made by and
plaintiff's counsel, which included, inter alia, a review of relevant filings made by
Software, Inc. ("Intraware" or the "Company") with the Securities and Exchange
well as, tele-conferences, press releases, news articles, analyst reports, and media reports
the Company. Furthermore, this complaint is based upon plaintiff's personal knowledge as to
plaintiff and plaintiff's own acts, and upon information and belief as to all other matters, based
the aforementioned investigation.
NATURE OF THE ACTION
1. This is a class action on behalf of all persons, other than defendants
related parties, who purchased, converted, exchanged or otherwise acquired Intraware common
stock, as defined below, including, but not limited to, during the period from February
through December 6, 2000 (the "Class Period") to recover damages caused by defendants' violations
of the federal securities law.
2. In the wake of the raging bull market of the 1990's lies a series of
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UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK
INTRAWARE, INC.; MARK HOFFMAN;
Plaintiff, individually and on behalf of all other persons similarly situated, by plaintiff's
Software, Inc. with the Securities and Exchange Commission, as
well as, tele-conferences, press releases, news articles, analyst reports, and media reports
This is a class action on behalf of all persons, other than defendants and certain
2000 to recover damages caused by defendants' violations
alleged malfeasance by major Wall Street securities firms.
York and enforcement officials at the Securities and Exchange Commission are examining
customers in exchange for promises by these customers that they would purchase additional
of the IPOs in the after-market, thereby inflating and maintaining the market price for the
major investment banks including the Underwriter
Commissions for Hot IPOs" by staff reporters Randall Smith and Susan Pulliman.
an early focus of the investigation is defendant investment bank Credit Suisse First Boston
participants in the IPO boom include Morgan Stanley Dean Witter and Goldman Sachs Groups,
kickbacks of trading profits and commitments to purchase additional shares of IPOs in the
would ensure artificial inflation in the IPO stock price, above the offering price, and
profits for investors able to obtain allocations of stock on the offering - - but before the
Securities Act of 1933 15 U.S.C. §§ 77k, 77land 77o and Sections 10
materially false and misleading, during the Class Period (including the trading of Intraware
based upon misleading information).
common stock at $24 per share pursuant to a Prospectus and Registration Statement dated
"Intraware Underwriter Defendants."
In direct contravention to Rules 101 and 102 of Regulation M of the Exchange Act,
with direct participation and agreement of Intraware and the Individual Defendants.
statements or did not disclose the following material facts,
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