UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
ALAN SHAPIRO, on behalf of himself and all others X
similarly situated, :: Index No.
Plaintiff, :: CLASS ACTION COMPLAINT
FOR VIOLATIONS OF THE
vs. :: FEDERAL SECURITIES
LAWS
DELANO TECHNOLOGY CORPORATION, :
FLEETBOSTON ROBERTSON STEPHENS, JOHN :
FORESI AND THOMAS HEARNE :
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
February 8, 2000 and the Prospectus dated February 9, 2000 for the issuance and initial public
offering of 5,000,000 shares of Delano Technology Corporation ("Delano Technology" 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 Delano Technology and two members of its senior management
team, who were responsible for the materially false and misleading statements made in the
Prospectus, and a co-lead underwriter of Delano Technology's Offering, who engaged in a pattern
of conduct to surreptitiously extract inflated commissions greater than those disclosed in the
SNIPPETS:
FLEETBOSTON ROBERTSON STEPHENS, JOHN:
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
February 8, 2000 and the Prospectus dated February 9, 2000 for the issuance and initial public
offering of 5,000,000 shares of Delano Technology Corporation ("Delano Technology" or the
The Registration Statement and Prospectus are referred to herein collectively as the
Defendants are Delano Technology and two members of its senior management
Prospectus, and a co-lead underwriter of Delano Technology's Offering, who engaged in a
of conduct to surreptitiously extract inflated commissions greater than those disclosed in the
the Securities Act of 1933 and 28 U.S.C. § 1331.
Prospectus, Delano Technology issued to the investing public 5,000,000 shares of common stock
at a price of $18 per share.
Defendant FleetBoston Robertson Stephens was,
misleading Prospectus between February 8, 2000 and December 6, 2000.
This is our initial public offering and no public market currently exists for our shares.
We have been advised that the underwriters propose to offer our common shares to the public
The underwriters may exercise the option only to cover over-allotments made in connection
could make huge profits by reselling the shares at much higher prices in the aftermarket.
to and did pay Robertson Stephens excessive commissions on transactions in other securities
was determined ex post facto by arrangements including specific formulas tied to investors'
payment by certain investors of extra-large, undisclosed "kickbacks" for allocations in
The NASD is examining IPO allocation practices at several securities firms, including
The statements in the Prospectus and referenced in ¶¶18-20 were materially false
The Prospectus violated Regulation S-K and was materially false and misleading
statements of material facts, omitted to state other facts necessary to make the statements
course of conduct which was intended to and, throughout the Class Period, did:
|
