UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
NICOLAS WALLAERT, on behalf of himself and
all others similarly situated, CIVIL ACTION NO.
Plaintiff, CLASS ACTION COMPLAINT
v. FOR VIOLATIONS OF FEDERAL
SECURITIES LAWS
CYBERSOURCE CORP.; WILLIAM S.
MCKIERNAN; CHARLES E. NOREEN, JR.; JURY TRIAL DEMANDED
MERRILL LYNCH, PIERCE, FENNER &
SMITH, INC.; J.P. MORGAN CHASE & CO.;
UBS PAINEWEBBER INC.; C.E.
UNTERBERG, TOWBIN; FLEETBOSTON
ROBERTSON STEPHENS, INC.; and THE
GOLDMAN SACHS GROUP, INC.,
Defendants.
Plaintiff, individually and on behalf of all other persons similarly situated, by
attorneys, for plaintiff's Complaint, allege upon the investigation made by and through plaintiff's
which included, inter alia, a review of relevant filings made by Cybersource Corp. ("Cybersource"
"Company") with the Securities and Exchange Commission, as well as, tele-conferences, press
news articles, analyst reports, and media reports concerning the Company. Furthermore, this
is based upon plaintiff's personal knowledge as to plaintiff and plaintiff's own acts, and upon
and belief as to all other matters, based upon the aforementioned investigation.
NATURE OF THE ACTION
1. This is a class action on behalf of all persons, other than defendants and certain
parties, who purchased, converted, exchanged or otherwise acquired Cybersource common stock, as
defined below, including, but not limited to, during the period from June 23, 1999 through December
2000 (the "Class Period") to recover damages caused by defendants' violations of the federal
law.
2. In the wake of the raging bull market of the 1990's lies a series of
malfeasance by major Wall Street securities firms. As reported in national news sources such as
York Times, The Wall Street Journal, and Fortune Magazine, prosecutors in New York and
SNIPPETS:
UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK
CYBERSOURCE CORP.; WILLIAM S.
Plaintiff, individually and on behalf of all other persons similarly situated, by plaintiff's
"Company") with the Securities and Exchange Commission, as well as, tele-conferences, press
news articles, analyst reports, and media reports concerning the Company.
This is a class action on behalf of all persons, other than defendants and certain related
2000 to recover damages caused by defendants' violations of the federal securities
malfeasance by major Wall Street securities firms.
investment banks charged issuers of new securities excessive commissions and inflated
Second, investigators are examining, and have evidence, that major investment banks
allocated shares of especially hot initial public offerings to favored,
the IPO boom include Morgan Stanley Dean Witter and Goldman Sachs Groups,
and maintain the price of the IPOs in the aftermarket once the initial distribution period
stock price, above the offering price, and create a false sense of demand that would attract
obtain allocations of stock on the offering - - but before the first after-market trade.
Securities Act of 1933 15 U.S.C. §§ 77k, 77land 77o and Sections 10and
including the preparation and dissemination in this judicial district of the Prospectus
defendants Cybersource, which documents were materially false and misleading, during the
underwriter defendants conduct substantial business in this district.
managing underwriter of the Cybersource initial public offering of 4,000,000 shares of common
Defendant UBS PaineWebber Inc., as successor in interests to PaineWebber Inc.,
The Goldman Sachs Group, Inc., as successor in interests to Goldma, Sachs &
The members of the Class are so numerous that joinder of all members is
Manipulated Securities omitted and/or misrepresented material facts about the offering of
In direct contravention to Rules 101 and 102 of Regulation M of the Exchange Act,
direct participation and agreement of Cybersource and the Individual Defendants.
violation of Regulation M, which governs market manipulation.
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