IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF FLORIDA
)
GARY RAMBO, On Behalf of Himself and ) Civil Action No. 006814
All Others Similarly Situated, Plaintiff, )
) CLASS ACTION COMPLAINT FOR
vs. ) VIOLATION OF FEDERAL
VARI-L COMPANY, INC., DEREK ) SECURITIES LAW
)
L. BAILEY, JOSEPH H. KISER, )
DAVID G. SHERMAN and )
JON L. CLARK, Defendants. )
)
) ) )
NATURE OF ACTION
1. This is a securities class action on behalf of persons who purchased the publicly
traded securities of VARI-L Company, Inc. ("VARI-L" or the "Company")
between December 17, 1997 and May 17, 2000, inclusive (the "Class Period"),
against VARI-L and certain of its senior officers.
2. During the Class Period, defendants reported false financial results and made
false statements about VARI-L's finances, business and prospects, causing the
Company's stock price to trade at artificially inflated levels. VARI-L has now
admitted that its revenue and earnings for at least 1997 and likely 1998 and 1999
as well, were materially overstated and will have to be restated.
3. On May 17, 2000, VARI-L announced a restatement of its 1997 revenues and
earnings. The release went on the state that:
VARI-L Company, Inc., a leading provider of advanced components for the
wireless telecommunications industry, today announced that it will be amending
its 1997 financial statements to correct a $1,332,000 overstatement of its
revenues for that year and a corresponding $159,800 overstatement of earnings.
The Company will also correct its subsequent financial statements to reflect
residual effect of the 1997 correction. The Company will adjust its balance
for periods ending March 31, 1998 and thereafter to correct the resulting
overstatement of approximately $159,800 in retained earnings and the relative
composition of its assets and liabilities.
The Company has today filed a Form 12b-25 with the Securities
and Exchange Commission to obtain an extension of time to file its
Form 10-Q until May 22, 2000 to ensure that the above-referenced
corrections are properly reflected in its first quarter financial
statements. The Company intends to amend its prior reports on
SNIPPETS:
VARI-L COMPANY, INC., DEREK) SECURITIES LAW
This is a securities class action on behalf of persons who purchased the publicly
admitted that its revenue and earnings for at least 1997 and likely 1998 and 1999
VARI-L Company, Inc., a leading provider of advanced components for the
wireless telecommunications industry, today announced that it will be amending
revenues for that year and a corresponding $159,800 overstatement of earnings.
The Audit Committee of the Company's Board of Directors is conducting an investigation of
The Audit Committee has requested that, upon completion of that evaluation, the Company's
In connection therewith, the independent accounting firm is evaluating the Company's internal
over the year-ago first quarter, and net income of $1.1 million, up
During the Class Period, VARI-L reported record results, and up until the end of the Class
While defendants were publicly reporting record profits for fourth quarter 1997 and year end
During the Class Period, the Individual Defendants, who controlled and were senior officers
In order to inflate the price of VARI-L stock, defendants caused the Company to falsely
On May 19, 2000, VARI-L's auditor sent VARI-L's audit committee a letter advising them that
The claims asserted herein arise under and pursuant to §§10and 20of the Securities Exchange
Many of the acts and transactions giving rise to the violations of law complained of herein,
VARI-L has its principal place of business at 4895 Peoria Street, Denver, Colorado.
Because of Kiser's positions, he knew the adverse non-public information about the business
Dave Sherman, chief executive officer, said shareholders should expect another
In addition, we are obligated by our professional standards to inform the Audit Committee of
This action is properly maintainable as a class action for the following reasons:
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