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ZILOG CLASS ACTION LITIGATION Click to find out why . . .



Keywords & Phrases
CaseNo: ZCAL152717, CourtName: CLASS ACTION II, State: CA California, UniqueCaseRef: LCD>ZCAL152717, Zilog, Complaint, Facts, Merger, Tpg, Allege, Motion, Stock, Merger Agreement, Fac, Dismiss, Sack, Securities, Misleading, Allegations, Price, Collins, Sales, Supp, Cir, Material Adverse Change, Lucent, Shareholders, Modem, San Francisco, Datacom Business, Representations, Controller-less, Financials, Standard, First Bidder, Forecast, Sutro Llp, Pillsbury Madison, Earnings, Entry, California, Reform Act, Common Stock, Facts Showing, Securities Laws, Chips, Shares, Transaction, Class Period , ContentID: 120252011

Case Documents
1   REQUEST FOR JUDICIAL NOTICE
[ see first page and extracted highlights below  ] ItemID: 126598
11 pages
TXT
2   REQUEST FOR JUDICIAL NOTICE IN SUPPORT OF MOTION TO DISMISS
[ see first page and extracted highlights below  ] ItemID: 126597
8 pages
TXT
3   REPLY MEMORANDUM IN SUPPORT OF MOTION TO DISMISS
[ see first page and extracted highlights below  ] ItemID: 126596
19 pages
TXT
4   REPLY MEMORANDUM IN SUPPORT OF MOTION TO DISMISS COMPLAINT
[ see first page and extracted highlights below  ] ItemID: 126595
16 pages
TXT
5   NOTICE OF APPEAL
[ see first page and extracted highlights below  ] ItemID: 126593
2 pages
TXT
6   MOTION AND MEMORANDUM IN SUPPORT OF MOTION TO DISMISS COMPLAINT
[ see first page and extracted highlights below  ] ItemID: 126591
9 pages
TXT
7   MOTION AND MEMO IN SUPPORT OF MOTION TO DISMISS AMENDED COMPLAINT
[ see first page and extracted highlights below  ] ItemID: 126590
26 pages
TXT
8   MEMO IN SUPPORT OF MOTION FOR APPOINTMENT
[ see first page and extracted highlights below  ] ItemID: 126589
10 pages
TXT
9   MEMO IN OPPOSITION TO MOTION TO DISMISS AMENDED COMPLAINT
[ see first page and extracted highlights below  ] ItemID: 126588
29 pages
TXT
11   FIRST AMENDED COMPLAINT
[ see first page and extracted highlights below  ] ItemID: 126586
64 pages
TXT
12   DECLARATION OF VAHN ALEXANDER
[ see first page and extracted highlights below  ] ItemID: 126585
2 pages
TXT
13   COMPLAINT
[ see first page and extracted highlights below  ] ItemID: 126584
39 pages
TXT
14   CIVIL DOCKET FOR CASE 98-CV-20420
[ see first page and extracted highlights below  ] ItemID: 126583
7 pages
TXT
15   APPENDIX OF UNPUBLISHED OPINIONS
[ see first page and extracted highlights below  ] ItemID: 126582
2 pages
TXT
16 1999-03-24 ORDER
[ see first page and extracted highlights below  ] ItemID: 126594
18 pages
TXT
17 1998-09-30 MOTION TO DISMISS
[ see first page and extracted highlights below  ] ItemID: 126592
12 pages
TXT
Total Documents: 17 documents , 276 pages
Price: $ 99.95


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1 . REQUEST FOR JUDICIAL NOTICE

EXTRACTED KEY WORDS
JUDICIAL NOTICE
EXHIBITS
COURT
DEFENDANTS
DECLARATION
STOCK
COMPLAINT
MOTION
SUPPORTING DECLARATION
SAN FRANCISCO
DISMISS
CALIFORNIA
SUPP
CIR
PRICE
ELECTRONICS
SUTRO LLP
PILLSBURY MADISON
LAW
TEXAS PACIFIC GROUP
ZILOG PRESS
REQUEST
UNITED STATES
ERICSON
BRUCE
CERT
BUSINESS
MERGER
INVESTMENT

   PILLSBURY MADISON & SUTRO LLP
   WALTER J. ROBINSON III #40632
   2550 Hanover Street
   Palo Alto, CA 94304-1115
   Telephone: (650) 233-4500

   PILLSBURY MADISON & SUTRO LLP
   BRUCE A. ERICSON #76342
   ANDREW D. MASTIN #154860
   235 Montgomery Street
   Post Office Box 7880
   San Francisco, CA 94120-7880
   Telephone: (415) 983-1000

   Attorneys for Defendants,
   ZILOG, INC., EDGAR A. SACK,
   RICHARD R. PICKARD and
   ROBERT E. COLLINS


                        UNITED STATES DISTRICT COURT

                      NORTHERN DISTRICT OF CALIFORNIA

                             SAN JOSE DIVISION


   ______________________________________

   STEVEN P. LAWRENCE, On Behalf of
   Himself and All Others Similarly Situated,

                         Plaintiff,

              vs.

   ZILOG, INC., EDGAR A. SACK,
   RICHARD R. PICKARD and ROBERT E.
   COLLINS,

                         Defendants.
   ______________________________________

   )
   )
   )
   )
SNIPPETS:
  • PILLSBURY MADISON & SUTRO LLP WALTER J. ROBINSON III #40632
  • Post Office Box 7880 San Francisco,
  • Attorneys for Defendants,
  • ZILOG, INC., EDGAR A. SACK,
  • UNITED STATES DISTRICT COURT
  • DEFENDANTS' REQUEST FOR JUDICIAL NOTICE IN SUPPORT OF MOTION TO DISMISS COMPLAINT; AND
  • Zilog Form 10-K filed with the SEC on March 31, 1997 (referenced in forwardlooking statements
  • "Zilog Agrees to $25 Per Share Merger
  • "Texas Pacific Group plans to take chip maker private -- Investment firm acquires Zilog,"
  • Texas Pacific Group buys 90% of Zilog's stock; Company Business and Marketing," Electronic
  • "Zilog Announces Preliminary Q3 Results," Zilog press release, September 29, 1997
  • "Texas Pacific cuts Zilog takeover offering; Company lowers price it will pay for stock to
  • Graph of Zilog stock price from January
  • As set forth in the Supporting Declaration of Bruce A. Ericson that follows this request, all
  • Cooper v. Pickett, 137 F.3d 616, 622-23 (9th Cir.
  • In re Stac Electronics Sec. Litig.,
  • 1996), cert.
  • Zeid v. Kimberley, 973 F. Supp.
  • This Court may take judicial notice of "public disclosure documents required by law to be and
  • I am a member of the State Bar of California, a partner of the law firm of Pillsbury Madison

  • 2 . REQUEST FOR JUDICIAL NOTICE IN SUPPORT OF MOTION TO DISMISS

    EXTRACTED KEY WORDS
    DEFENDANTS
    COURT
    MODEM
    ZILOG
    EXHIBITS
    DECLARATION
    MOTION
    SUPPORT
    SAN FRANCISCO
    CIR
    COMPLAINT
    DISMISS
    REQUEST
    PLAINTIFFS
    CALIFORNIA
    NEWS
    ERICSON
    BRUCE
    SUTRO LLP
    PILLSBURY MADISON
    LAW
    LUCENT
    CHIP
    AMENDED COMPLAINT
    DISMISS FIRST
    COLLINS
    ROBERT
    PICKARD
    RICHARD
    
    
       PILLSBURY MADISON & SUTRO LLP
       WALTER J. ROBINSON III #40632
       2550 Hanover Street
       Palo Alto, CA 94304-1115
       Telephone: (650) 233-4500
    
       PILLSBURY MADISON & SUTRO LLP
       BRUCE A. ERICSON #76342
       ANDREW D. MASTIN #154860
       235 Montgomery Street
       Post Office Box 7880
       San Francisco, CA 94120-7880
       Telephone: (415) 983-1000
    
       Attorneys for Defendants,
       ZILOG, INC., EDGAR A. SACK,
       RICHARD R. PICKARD and
       ROBERT E. COLLINS
    
                            UNITED STATES DISTRICT COURT
    
                          NORTHERN DISTRICT OF CALIFORNIA
    
                                 SAN JOSE DIVISION
    
       ________________________________________
    
       STEVEN P. LAWRENCE, On Behalf of
       Himself and All Others Similarly Situated,
    
                             Plaintiff,
    
                  vs.
    
       ZILOG, INC., EDGAR A. SACK, RICHARD R.
       PICKARD and ROBERT E. COLLINS,
    
                             Defendants.
       ________________________________________
    
       )
       )
       )
       )
       )
       )
       )
    
    SNIPPETS:
  • PILLSBURY MADISON & SUTRO LLP WALTER J. ROBINSON III #40632
  • PILLSBURY MADISON & SUTRO LLP BRUCE A. ERICSON #76342 ANDREW D. MASTIN #154860
  • Post Office Box 7880 San Francisco,
  • Attorneys for Defendants,
  • ZILOG, INC., EDGAR A. SACK,
  • ROBERT E. COLLINS
  • UNITED STATES DISTRICT COURT
  • ZILOG, INC., EDGAR A. SACK, RICHARD R. PICKARD and ROBERT E. COLLINS,
  • DEFENDANTS' REQUEST FOR JUDICIAL NOTICE IN SUPPORT OF MOTION TO DISMISS FIRST AMENDED
  • Defendants further request that the Court take judicial notice of the documents attached
  • "Modem Chip Set Supports Extended Data Rate," Electronic Buyers' News, April 29, 1996
  • "Lucent Launches Two-chip Modem Set," Electronic Engineering Times, July 22, 1996
  • "Lucent Technologies Introduces Highly Integrated 56 kbps Modem Chip Set," Lucent press
  • The fact that Zilog filed with the SEC Forms 10-Q filed November 12, 1996 and November 12,
  • Industries, Inc., 998 F.2d 1192, 1196 (3d Cir.
  • Although plaintiffs have not expressly referred to or incorporated Exhibits 30 through 44 in
  • I am a member of the State Bar of California, a partner of the law firm of Pillsbury Madison

  • 3 . REPLY MEMORANDUM IN SUPPORT OF MOTION TO DISMISS

    EXTRACTED KEY WORDS
    DEFENDANTS
    FACTS
    ZILOG
    ALLEGE
    COMPLAINT
    FORECAST
    SUPP
    MISLEADING
    FACTS SHOWING
    DISMISS
    REFORM ACT
    MERGER AGREEMENT
    COURT
    SAN FRANCISCO
    CIR
    ALLEGATIONS
    SUTRO LLP
    PILLSBURY MADISON
    THIRD-QUARTER
    CALIFORNIA
    PREDICTION
    ALLEGED CAUSATION LINKING
    PLAINTIFFS ASSERT
    TPG
    INDIVIDUAL DEFENDANTS
    UNITED STATES
    COLLINS
    ROBERT
    RICHARD
    
    
       PILLSBURY MADISON & SUTRO LLP
       WALTER J. ROBINSON III #40632
       2550 Hanover Street
       Palo Alto, CA 94304-1115
       Telephone: (650) 233-4500
    
       PILLSBURY MADISON & SUTRO LLP
       BRUCE A. ERICSON #76342
       ANDREW D. MASTIN #154860
       235 Montgomery Street
       Post Office Box 7880
       San Francisco, CA 94120-7880
       Telephone: (415) 983-1000
    
       Attorneys for Defendants,
       ZILOG, INC., EDGAR A. SACK,
       RICHARD R. PICKARD and
       ROBERT E. COLLINS
    
                            UNITED STATES DISTRICT COURT
    
                          NORTHERN DISTRICT OF CALIFORNIA
    
                                 SAN JOSE DIVISION
    
       ______________________________________
    
       STEVEN P. LAWRENCE, On Behalf of
       Himself and All Others Similarly Situated,
    
                             Plaintiff,
    
                  vs.
    
       ZILOG, INC., EDGAR A. SACK,
       RICHARD R. PICKARD and ROBERT E.
       COLLINS,
    
                             Defendants.
       ______________________________________
    
       )
       )
       )
       )
       )
       )
    
    SNIPPETS:
  • PILLSBURY MADISON & SUTRO LLP WALTER J. ROBINSON III #40632
  • Post Office Box 7880 San Francisco,
  • Attorneys for Defendants,
  • ZILOG, INC., EDGAR A. SACK,
  • UNITED STATES DISTRICT COURT
  • RICHARD R. PICKARD and ROBERT E. COLLINS,
  • DEFENDANTS' REPLY MEMORANDUM IN SUPPORT OF MOTION TO DISMISS COMPLAINT
  • The complaint does not allege facts showing that Zilog's statements were false or misleading
  • The statements about the merger agreement
  • The statements complained of are forward-looking statements protected by the safe harbor
  • Plaintiffs have not alleged causation linking the alleged misstatements to their decision to
  • E. The complaint does not state a claim against the individual defendants
  • F. Supp.
  • Grossman v. Novell, Inc., 120 F.3d 1112 (10th Cir.
  • But it is a house of cards that cannot stand, for it misreads the two SEC filings and draws
  • The complaint alleges no facts showing that the July 21 press release was inaccurate when
  • Plaintiffs allege no facts establishing with particularity that the company's "belief" as to
  • The complaint alleges no facts establishing that defendants knew on July 21, three weeks into
  • Nor can they allege how anyone could have been harmed by an obsolete forecast made four
  • But it is neither a promise nor a guarantee; it is a cautious prediction, made three weeks
  • In a huge illogical leap, plaintiffs assert that, based on concern over possible softening in
  • I am a member of the law firm of Pillsbury Madison & Sutro LLP, resident in its San

  • 4 . REPLY MEMORANDUM IN SUPPORT OF MOTION TO DISMISS COMPLAINT

    EXTRACTED KEY WORDS
    DEFENDANTS
    FAC
    ALLEGE
    FACTS
    ZILOG
    COURT
    SALES
    COMPLAINT
    MODEM
    SUPP
    DISMISS
    MOTION
    ALLEGATIONS
    MERGER
    FACTS SHOWING
    TPG
    MISLEADING
    SUTRO LLP
    PILLSBURY MADISON
    LOSS CAUSATION
    MODEM CHIP
    COLLINS
    ROBERT
    PICKARD
    RICHARD
    SACK
    EDGAR
    SAN FRANCISCO
    MODEM CONTROLLER
    
    
       PILLSBURY MADISON & SUTRO LLP
       WALTER J. ROBINSON III #40632
       2550 Hanover Street
       Palo Alto, CA 94304-1115
       Telephone: (650) 233-4500
    
       PILLSBURY MADISON & SUTRO LLP
       BRUCE A. ERICSON #76342
       ANDREW D. MASTIN #154860
       235 Montgomery Street
       Post Office Box 7880
       San Francisco, CA 94120-7880
       Telephone: (415) 983-1000
    
            Attorneys for Defendants,
            ZILOG, INC., EDGAR A. SACK,
            RICHARD R. PICKARD and
            ROBERT E. COLLINS
    
                            UNITED STATES DISTRICT COURT
    
                          NORTHERN DISTRICT OF CALIFORNIA
    
                                 SAN JOSE DIVISION
    
       ________________________________________
    
       STEVEN P. LAWRENCE, On Behalf of Him-
       self and All Others Similarly Situated,
    
                             Plaintiff,
    
                  vs.
    
       ZILOG, INC., EDGAR A. SACK, RICHARD
       R. PICKARD and ROBERT E. COLLINS,
    
                             Defendants.
       ________________________________________
    
       )
       )
       )
       )
       )
       )
       )
    
    SNIPPETS:
  • PILLSBURY MADISON & SUTRO LLP WALTER J. ROBINSON III #40632
  • Post Office Box 7880 San Francisco,
  • Attorneys for Defendants,
  • ZILOG, INC., EDGAR A. SACK, RICHARD
  • R. PICKARD and ROBERT E. COLLINS,
  • DEFENDANTS' REPLY MEMORANDUM IN SUPPORT OF MOTION TO DISMISS FIRST AMENDED COMPLAINT
  • The FAC does not allege facts showing that Zilog's statements were false or misleading when
  • The FAC does not satisfy the Reform Act's "actual knowledge" test for pleading scienter as to
  • Harris v. IVAX Corp., 998 F. Supp.
  • Plaintiffs assert that defendants have engaged in a "piecemeal attack" on the First Amended
  • In truth, the FAC is nothing more than an assemblage of bits and pieces that, together or
  • Although plaintiffs define the class period as June 30 to November 20, 1997, and although the
  • The 1996 allegations concern "datacom" modem controller sales lost as a result of a
  • Nothing establishes that the shift caused the bad third quarter 1997 results or the November
  • Plaintiffs have also done nothing to cure their failure to allege loss causation.
  • Plaintiffs attempt to obscure this fundamental failure by alleging old news about modem chip
  • In truth, the decline in Zilog's modem controller business was disclosed to the public before

  • 5 . NOTICE OF APPEAL

    EXTRACTED KEY WORDS
    PLAINTIFFS
    YOURMAN
    LOS ANGELES
    STULL
    DISTRICT COURT
    UNITED STATES
    BURKE
    TIMOTHY
    HEREBY
    CIRCUIT
    DEFENDANTS
    COLLINS
    ROBERT
    PICKARD
    RICHARD
    SACK
    EDGAR
    ZILOG
    PITTS
    RONALD
    SPELLMAN
    MILES
    LIBERMAN
    HAROLD
    LAWRENCE
    ATTORNEYS
    FLOOR
    WEISS
    VAHN ALEXANDER
    
       Michael D. Braun (167416)
       Timothy J. Burke (181866)
       STULL, STULL & BRODY
       10940 Wilshire Boulevard
       Suite 2300
       Los Angeles, CA 90024
       (310) 209-2468
    
       Kevin J. Yourman (147159)
       Vahn Alexander (167373)
       WEISS & YOURMAN
       10940 Wilshire Boulevard
       24th Floor
       Los Angeles, CA 90024
       (310) 208-2800
    
       Attorneys for Plaintiffs
    
                            UNITED STATES DISTRICT COURT
    
                          NORTHERN DISTRICT OF CALIFORNIA
    
       STEVEN P. LAWRENCE, HAROLD M.
       LIBERMAN, MILES A. SPELLMAN, AND
       RONALD D. PITTS On Behalf of Themselves
       and All Others Similarly Situated,
    
                             Plaintiff,
    
                  v.
    
       ZILOG, INC., EDGAR A. SACK, RICHARD
       R. PICKARD and ROBERT E. COLLINS
    
                             Defendants.
       ______________________________________
    
       )
       )
       )
       )
       )
       )
       )
       )
       )
       )
       )
    
    SNIPPETS:
  • STULL, STULL & BRODY
  • Suite 2300 Los Angeles, CA 90024
  • Vahn Alexander
  • WEISS & YOURMAN
  • 24th Floor Los Angeles, CA 90024
  • Attorneys for Plaintiffs
  • UNITED STATES DISTRICT COURT
  • RONALD D. PITTS On Behalf of Themselves and All Others Similarly Situated,
  • ZILOG, INC., EDGAR A. SACK, RICHARD
  • R. PICKARD and ROBERT E. COLLINS
  • Defendants.
  • NOTICE OF APPEAL TO THE UNITED STATES COURT OF APPEAL FOR THE NINTH CIRCUIT
  • Michael D. Braun Timothy J. Burke

  • 6 . MOTION AND MEMORANDUM IN SUPPORT OF MOTION TO DISMISS COMPLAINT

    EXTRACTED KEY WORDS
    MOTION
    SUPP
    COMPLAINT
    CIR
    REFORM
    PLAINTIFFS
    LITIG
    ALLEGATIONS
    ALLEGES
    SATISFY
    ACT
    MERGER
    DISMISS
    SECURITIES
    PLEADING
    ZILOG
    THIRD-QUARTER
    STANDARDS
    SCIENTER
    MERGER AGREEMENT
    LOSS CAUSATION
    HEIGHTENED PLEADING
    RENEGOTIATIONS
    CIVIL
    AUTHORITIES
    MEMORANDUM
    ROBERT
    SAN
    PROMPTLY DISCLOSE
    
    
       PILLSBURY MADISON & SUTRO LLP
       WALTER J. ROBINSON III #40632
       2550 Hanover Street
       Palo Alto, CA 94304-1115
       Telephone: (650) 233-4500
    
       PILLSBURY MADISON & SUTRO LLP
       BRUCE A. ERICSON #76342
       ANDREW D. MASTIN #154860
       235 Montgomery Street
       Post Office Box 7880
       San Francisco, CA 94120-7880
       Telephone: (415) 983-1000
    
       Attorneys for Defendants,
       ZILOG, INC., EDGAR A. SACK,
       RICHARD R. PICKARD and
       ROBERT E. COLLINS
    
    
                            UNITED STATES DISTRICT COURT
    
                          NORTHERN DISTRICT OF CALIFORNIA
    
                                 SAN JOSE DIVISION
    
    
       ______________________________________
    
       STEVEN P. LAWRENCE, On Behalf of
       Himself and All Others Similarly Situated,
    
                             Plaintiff,
    
                  vs.
    
       ZILOG, INC., EDGAR A. SACK,
       RICHARD R. PICKARD and ROBERT E.
       COLLINS,
    
                             Defendants.
       ______________________________________
    
       )
       )
       )
       )
    
    SNIPPETS:
  • Attorneys for Defendants,
  • ZILOG, INC., EDGAR A. SACK,
  • SAN JOSE DIVISION
  • RICHARD R. PICKARD and ROBERT E. COLLINS,
  • NOTICE OF MOTION, MOTION AND MEMORANDUM IN SUPPORT OF DEFENDANTS' MOTION TO DISMISS COMPLAINT
  • MEMORANDUM OF POINTS AND AUTHORITIES
  • The allegations of the complaint
  • Allegations about the TPG merger and attempts to renegotiate the merger agreement
  • The complaint does not meet the heightened pleading requirements of the Private Securities
  • The complaint does not satisfy the Reform Act's standards for alleging scienter
  • The complaint does not satisfy the Reform Act's "actual knowledge" test for pleading scienter
  • The complaint does not satisfy the Reform Act's standards for alleging falsity and loss
  • The complaint alleges no specific facts showing that the forward-looking prediction of
  • Plaintiffs have not alleged loss causation as to the third-quarter forecasts
  • Defendants cannot be liable for characterizing a merger agreement as "definitive" when as a
  • Plaintiffs cannot state a claim under section 20of the Securities Exchange Act of 1934
  • F.3d 1456 (7th Cir.
  • F. Supp.
  • In re FAC Realty Sec. Litig.,
  • Federal Rules of Civil Procedure
  • Can plaintiffs establish loss causation, materiality and reliance as to allegations that

  • 7 . MOTION AND MEMO IN SUPPORT OF MOTION TO DISMISS AMENDED COMPLAINT

    EXTRACTED KEY WORDS
    DEFENDANTS
    ZILOG
    MOTION
    FAC
    COMPLAINT
    COURT
    ALLEGE
    ALLEGATIONS
    MERGER
    DISMISS
    MODEM
    SUPP
    STOCK
    SUPPORT
    TPG
    SAN FRANCISCO
    MODEM CONTROLLER
    REFORM ACT
    RENEGOTIATIONS
    AMENDED COMPLAINT
    MEMORANDUM
    CALIFORNIA
    SUTRO LLP
    PILLSBURY MADISON
    FINANCIALS
    LOSS CAUSATION
    CONTROLLER CHIP BUSINESS
    SECURITIES
    AUTHORITIES
    
    
       PILLSBURY MADISON & SUTRO LLP
       WALTER J. ROBINSON III #40632
       2550 Hanover Street
       Palo Alto, CA 94304-1115
       Telephone: (650) 233-4500
    
       PILLSBURY MADISON & SUTRO LLP
       BRUCE A. ERICSON #76342
       ANDREW D. MASTIN #154860
       235 Montgomery Street
       Post Office Box 7880
       San Francisco, CA 94120-7880
       Telephone: (415) 983-1000
    
       Attorneys for Defendants,
       ZILOG, INC., EDGAR A. SACK,
       RICHARD R. PICKARD and
       ROBERT E. COLLINS
    
                            UNITED STATES DISTRICT COURT
    
                          NORTHERN DISTRICT OF CALIFORNIA
    
                                 SAN JOSE DIVISION
    
       ________________________________________
    
       STEVEN P. LAWRENCE, On Behalf of
       Himself and All Others Similarly Situated,
    
                             Plaintiff,
    
                  vs.
    
       ZILOG, INC., EDGAR A. SACK, RICHARD R.
       PICKARD and ROBERT E. COLLINS,
    
                             Defendants.
       ________________________________________
    
       )
       )
       )
       )
       )
       )
       )
    
    SNIPPETS:
  • PILLSBURY MADISON & SUTRO LLP WALTER J. ROBINSON III #40632
  • Post Office Box 7880 San Francisco,
  • Attorneys for Defendants,
  • ZILOG, INC., EDGAR A. SACK,
  • UNITED STATES DISTRICT COURT
  • NORTHERN DISTRICT OF CALIFORNIA
  • NOTICE OF MOTION, MOTION AND MEMORANDUM IN SUPPORT OF DEFENDANTS' MOTION TO DISMISS FIRST
  • MEMORANDUM OF POINTS AND AUTHORITIES
  • Allegations about the technology shift in the modem controller market
  • Allegations about the TPG merger and attempts to renegotiate the merger agreement
  • The FAC alleges no specific facts showing that the forward-looking prediction of Q3 1997
  • Allegations regarding a decline in the modem controller chip business do not show that the
  • Plaintiffs have not alleged causation or reliance as to the Q3 1997 forecasts
  • Plaintiffs cannot state a claim under section 20of the Securities Exchange Act of 1934
  • Decker v. Massey-Ferguson, Ltd., 534 F. Supp.
  • This motion is made on the ground that the First Amended Complaint does not satisfy the
  • Do plaintiffs establish loss causation, materiality and reliance as to allegations that
  • The early-1998 allegations concern things that TPG did after it took over and Zilog became a
  • Nowhere is it alleged which periods were affected, or by how much, and nowhere is it alleged
  • Second, plaintiffs could allege no facts suggesting defendants knew when they spoke in July
  • it alleges that defendants made a false forward-looking statement about Zilog's expected Q3

  • 8 . MEMO IN SUPPORT OF MOTION FOR APPOINTMENT

    EXTRACTED KEY WORDS
    LEAD PLAINTIFF
    MOVANTS
    APPOINTMENT
    MEMBERS
    COMPLAINT
    MOTION
    ADEQUATE
    STULL
    COURT
    LAWRENCE
    COUNSEL
    CERTIFICATION
    SECURITIES
    REPRESENTING
    ALEXANDER
    YOURMAN
    EXCHANGE ACT
    ZILOG
    LITIG
    CCH
    DEFENDANTS
    WEISS
    SATISFY
    BRODY
    COMMON
    PRESUMPTION
    CIVIL PROCEDURE
    FEDERAL RULE
    GREEBEL
    
    
       Edward P. Dietrich (CSB #176118)
       Michael D. Braun (CSB #167416)
       STULL, STULL & BRODY
       10940 Wilshire Boulevard
       Suite 2300
       Los Angeles, CA 90024
       (310) 209-2468
    
       Kevin J. Yourman (CSB #147159)
       Vahn Alexander (CSB #167373)
       WEISS & YOURMAN
       10940 Wilshire Boulevard
       24th Floor
       Los Angeles, CA 90024
       (310) 208-2800
    
       Attorneys for Plaintiffs/Movants, Steven P. Lawrence,
       Harold M. Liberman, Miles A. Spellman, and Ronald D. Pitts
    
                            UNITED STATES DISTRICT COURT
    
                          NORTHERN DISTRICT OF CALIFORNIA
    
       STEVEN P. LAWRENCE, On Behalf of Himself
       and All Others Similarly Situated,
    
                             Plaintiff,
    
                  v.
    
       ZILOG, INC., EDGAR A. SACK, RICHARD R.
       PICKARD and ROBERT E. COLLINS
    
                             Defendants.
       __________________________________________
    
       )
       )
       )
       )
       )
       )
       )
       )
       )
       )
       )
    
    SNIPPETS:
  • STULL, STULL & BRODY
  • WEISS & YOURMAN
  • STEVEN P. LAWRENCE, On Behalf of Himself and All Others Similarly Situated,
  • MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF MOVANTS' MOTION FOR APPOINTMENT OF LEAD
  • MOVANTS ARE THE MOST ADEQUATE PLAINTIFFS UNDER §21D OF THE EXCHANGE ACT AND SHOULD THEREFORE
  • Plaintiff Steven P. Lawrence Filed The First And Only Complaint In This Action
  • The Presumption In Favor of Movants Has Not Been Rebutted
  • THIS COURT SHOULD APPROVE MOVANTS' CHOICE OF LEAD COUNSEL
  • Greebel v. FTP Software, Inc.,
  • Sec. L. Rep. (CCH) P96,934 (N.D.
  • In re Ramtek Sec. Litig.,
  • The Private Securities Reform Act of 1995, which amends the Securities Exchange Act of 1934
  • Section 21D provides, in relevant part, that within 60 days after publication of a notice
  • Plaintiff Steven P. Lawrence filed his complaint in this action on January 23,
  • Pursuant to §21D, plaintiff Lawrence caused a notice of pendency of this action to be timely
  • As set forth in the Notice, and as further alleged in the Complaint, plaintiff contends that
  • To the best of Movants' current knowledge, no other class member has filed a competing
  • otherwise satisfies the requirements of Rule 23 of the Federal Rules of Civil Procedure.
  • Having filed the instant motion within the 60-day period prescribed by the statue, Movants
  • As set forth in the Certification of Steven P. Lawrence, filed with the Complaint as required
  • is subject to unique defenses that render such plaintiff incapable of adequately representing
  • Movants will also file, by separate motion, a motion for class certification pursuant to

  • 9 . MEMO IN OPPOSITION TO MOTION TO DISMISS AMENDED COMPLAINT

    EXTRACTED KEY WORDS
    PLAINTIFFS
    ZILOG
    COURT
    COMPLAINT
    STANDARD
    CIR
    FACTS
    MOTION
    MERGER AGREEMENT
    SACK
    SALES
    LUCENT
    DISMISS
    BUSINESS
    ALLEGE
    MISLEADING
    MATERIAL ADVERSE CHANGE
    ALLEGATIONS
    TPG
    FINANCIALS
    REPRESENTATIONS
    CONTROLLER-LESS
    ORDER INPUT
    FAC
    DEFINITIVENESS
    AMENDED COMPLAINT
    AUTHORITIES
    UNITED STATES
    LOS ANGELES
    
    
       Michael D. Braun (CSB #167416)
       Timothy J. Burke (CSB #181866)
       STULL, STULL & BRODY
       10940 Wilshire Boulevard
       Suite 2300
       Los Angeles, CA 90024
       (310) 209-2468
    
       Kevin J. Yourman (CSB #147159)
       Vahn Alexander (CSB #167373)
       WEISS & YOURMAN
       10940 Wilshire Boulevard
       24th Floor
       Los Angeles, CA 90024
       (310) 208-2800
    
       Co-Lead Counsel for Plaintiffs
    
                            UNITED STATES DISTRICT COURT
    
                          NORTHERN DISTRICT OF CALIFORNIA
    
       STEVEN P. LAWRENCE, HAROLD M.
       LIBERMAN, MILES A. SPELLMAN, AND
       RONALD D. PITTS On Behalf of Themselves
       and All Others Similarly Situated,
    
                             Plaintiffs,
    
                  v.
    
       ZILOG, INC., EDGAR A. SACK, RICHARD
       R. PICKARD and ROBERT E. COLLINS
    
                             Defendants.
       ______________________________________
    
       )
       )
       )
       )
       )
       )
       )
       )
       )
       )
    
    SNIPPETS:
  • Suite 2300 Los Angeles, CA 90024
  • Co-Lead Counsel for Plaintiffs
  • PLAINTIFFS' MEMORANDUM OF POINTS AND AUTHORITIES IN OPPOSITION TO DEFENDANTS' MOTION TO
  • Plaintiffs Allege Actionable False and Misleading StatementsWith Requisite Particularity
  • Representations About Zilog's Third Quarter Were MateriallyFalse And Misleading When Made
  • Representations About The Definitive Nature of Zilog'sMerger Agreement With TPG Were
  • The Standard For Pleading Scienter
  • The FAC Sufficiently Alleges That Defendants Acted withReckless or Conscious Behavior
  • 524 F.2d 891, 903 n.19 (9th Cir.
  • United States v. Redwood City,
  • Plaintiffs, on behalf of themselves and all others similarly situated, respectfully submit
  • On September 28, 1998, this Court dismissed plaintiffs' Complaint with leave to amend
  • On July 21, 1997, defendants announced a definitive merger agreement between Zilog and Texas
  • At the time of these announcements, defendants possessed information that, if known to TPG
  • ("Lucent"), informed defendants in December 1996 that by the end of fiscal 1997, Zilog would
  • * Zilog had not adequately funded its research and development division which resulted in the rth between Zilog and Lucent in an attempt to keep the product in the channel until it was finally
  • Addressing this concern, the FAC references internal corporate documents as well as other
  • Communications Division, sent an e-mail to defendant Sack and others, in which Magill
  • When these facts are read together, it becomes clear that order input was undoubtedly
  • These facts, among others, demonstrate that defendants had actual knowledge of Zilog's true
  • all allegations of material fact in a securities fraud complaint must be accepted as true and
  • Defendants make the ridiculous argument that their failure to restate financials proves as a

  • 11 . FIRST AMENDED COMPLAINT

    EXTRACTED KEY WORDS
    DEFENDANTS
    MERGER
    TPG
    DATACOM BUSINESS
    SACK
    STOCK
    MERGER AGREEMENT
    PRICE
    CONTROLLER-LESS
    SALES
    SECURITIES
    CHIPS
    CUSTOMERS
    LUCENT
    COLLINS
    MATERIAL ADVERSE
    SHAREHOLDERS
    FIRST BIDDER
    FINANCIALS
    REPRESENTATIONS
    PLAINTIFFS
    CONTROLLER-LESS MODEM
    ORDER INPUTS
    COMMON STOCK
    MATERIAL ADVERSE CHANGE
    CLASS PERIOD
    CONTROLLER-LESS SOLUTION
    TRANSACTION
    SECURITIES LAWS
    
    
       Michael D. Braun (CSB #167416)
       STULL, STULL & BRODY
       10940 Wilshire Boulevard
       Suite 2300
       Los Angeles, CA 90024
       (310) 209-2468
    
       Kevin J. Yourman (CSB #147159)
       Vahn Alexander (CSB #167373)
       WEISS & YOURMAN
       10940 Wilshire Boulevard
       24th Floor
       Los Angeles, CA 90024
       (310) 208-2800
    
       Co-Lead Counsel for Plaintiffs
    
                            UNITED STATES DISTRICT COURT
    
                          NORTHERN DISTRICT OF CALIFORNIA
    
       STEVEN P. LAWRENCE, HAROLD M.
       LIBERMAN, MILES A. SPELLMAN, AND
       RONALD D. PITTS On Behalf of Themselves
       and All Others Similarly Situated,
    
                             Plaintiffs,
    
                  v.
    
       ZILOG, INC., EDGAR A. SACK, RICHARD
       R. PICKARD and ROBERT E. COLLINS
    
                             Defendants.
       ______________________________________
    
       )
       )
       )
       )
       )
       )
       )
       )
       )
       )
       )
    
    SNIPPETS:
  • Co-Lead Counsel for Plaintiffs
  • ZILOG, INC., EDGAR A. SACK, RICHARD
  • R. PICKARD and ROBERT E. COLLINS
  • FIRST AMENDED COMPLAINT FOR VIOLATION OF FEDERAL SECURITIES LAWS
  • This action is being brought as a class action on behalf of all individuals who purchased or
  • As is more fully alleged throughout the Complaint, defendants engaged in a scheme and common
  • By mid 1996, Zilog's primary business was bifurcated into the sale of datacom products (e.g.
  • Lucent combined Zilog's 80182 chips with its own datapump chips to create an operating
  • Lucent alone represented $38 million in sales or approximately 13% of the Company's total
  • the success of Lucent's earliest attempt at a controller-less solution paved the way to a
  • Consequently, in December of 1996, Lucent informed defendants that it was adopting a
  • Lucent was not the only customer which was moving towards a controller-less modem chip set
  • As for Zilog's remaining customers, such as Microcom, Inc., who maintained a need for
  • Zilog's poor management of this fundamental technology shift resulted in significant and
  • Each ACR contained the sales activity of the referenced customer as well as numerical
  • By June 6, 1997, Zilog had proposals from two undisclosed bidders ("First Bidder" and "Second
  • Zilog sales were being manipulated by defendants in contravention of Generally Accepted
  • All these fraudulent acts were undertaken by defendants or through their agents with
  • The first was a stock-for-stock merger in a pooling of interests transaction implying a cash
  • On July 13, 1997, during a telephonic meeting, the "Board was advised about Zilog's financial
  • However, if defendants could pair a stock-for-cash merger agreement with the news of poor
  • TPG's new offer allowed Zilog shareholders the ability to elect to receive $25.00 per share
  • The Merger Agreement contained a Material Adverse Change Clause that enabled TPG to terminate
  • These third quarter results revealed financials to TPG which were materially different than
  • Collins explained the delay was due to a backlog at the Securities and Exchange Commission.

  • 12 . DECLARATION OF VAHN ALEXANDER

    EXTRACTED KEY WORDS
    EXHIBIT
    DECLARATION
    CALIFORNIA
    VAHN ALEXANDER
    YOURMAN
    STULL
    CSB
    FIRM BIOGRAPHY
    COUNSEL
    WEISS
    LOS ANGELES
    LAW
    CO-LEAD
    APPOINTMENT
    MOTION
    MOVANTS
    SUPPORT
    COURT
    DISTRICT
    LAWRENCE
    ATTORNEYS
    BRODY
    FOREGOING
    PERJURY
    PENALTY
    SWORN CERTIFICATIONS
    BUSINESS WIRE
    PENDENCY
    HERETO
    
    
       Edward P. Dietrich (CSB #176118)
       Michael D. Braun (CSB #167416)
       STULL, STULL & BRODY
       10940 Wilshire Boulevard
       Suite 2300
       Los Angeles, CA 90024
       (310) 209-2468
    
       Kevin J. Yourman (CSB #147159)
       Vahn Alexander (CSB #167373)
       WEISS & YOURMAN
       10940 Wilshire Boulevard
       24th Floor
       Los Angeles, CA 90024
       (310) 208-2800
    
       Attorneys for Plaintiffs/Movants, Steven P. Lawrence,
       Harold M. Liberman, Miles A. Spellman, and Ronald D. Pitts
    
                            UNITED STATES DISTRICT COURT
    
                          NORTHERN DISTRICT OF CALIFORNIA
    
       STEVEN P. LAWRENCE, On Behalf of Himself
       and All Others Similarly Situated,
    
                             Plaintiff,
    
                  v.
    
       ZILOG, INC., EDGAR A. SACK, RICHARD R.
       PICKARD and ROBERT E. COLLINS
    
                             Defendants.
       __________________________________________
    
       )
       )
       )
       )
       )
       )
       )
       )
       )
       )
       )
    
    SNIPPETS:
  • Edward P. Dietrich (CSB #176118) Michael D. Braun
  • STULL, STULL & BRODY
  • Suite 2300 Los Angeles, CA 90024
  • WEISS & YOURMAN
  • NORTHERN DISTRICT OF CALIFORNIA
  • STEVEN P. LAWRENCE, On Behalf of Himself and All Others Similarly Situated,
  • I, Vahn Alexander, declare:
  • I am an attorney at law duly licensed to practice in the State of California and before this
  • I am associated with the firm of Weiss & Yourman, counsel of record for plaintiffs/movants in
  • I make this declaration in support of movants' motion for appointment of lead plaintiffs and
  • Attached hereto are true and correct copies of the following documents:
  • Exhibit A: The notice of pendency of this action as published on Business Wire on January 26,
  • Exhibit B: Sworn Certifications of plaintiffs.
  • Firm biography of Stull, Stull & Brody
  • I declare under penalty of perjury under the laws of the State of California that the

  • 13 . COMPLAINT

    EXTRACTED KEY WORDS
    DEFENDANTS
    MERGER
    TPG
    MERGER AGREEMENT
    STOCK
    PRICE
    PLAINTIFF
    EARNINGS
    SHARES
    SHAREHOLDERS
    SECURITIES
    MATERIAL ADVERSE CHANGE
    COLLINS
    SACK
    CASH
    FIRST BIDDER
    COMMON STOCK
    SECURITIES LAWS
    TRANSACTION
    MANAGEMENT
    CLASS PERIOD
    REPRESENTATIONS
    EXECUTIVE OFFICER
    ORIGINAL MERGER AGREEMENT
    RENEGOTIATE
    MISLEADING
    EMPLOYMENT AGREEMENT
    MATERIAL ADVERSE EFFECT
    STOCK-FOR-STOCK
    
    
       Edward P. Dietrich (CSB #176118)
       Michael D. Braun (CSB #167416)
       STULL, STULL & BRODY
       10940 Wilshire Boulevard
       Suite 2300
       Los Angeles, CA 90024
       (310) 209-2468
    
       Kevin J. Yourman (CSB #147159)
       Vahn Alexander (CSB #167373)
       WEISS & YOURMAN
       10940 Wilshire Boulevard
       24th Floor
       Los Angeles, CA 90024
       (310) 208-2800/P>
    
       Attorneys for Plaintiffs
    
                            UNITED STATES DISTRICT COURT
    
                          NORTHERN DISTRICT OF CALIFORNIA
    
       STEVEN P. LAWRENCE, On
       Behalf of Himself and All Others
       Similarly Situated,
    
                             Plaintiff,
    
                  v.
    
       ZILOG, INC., EDGAR A.
       SACK, RICHARD R.
       PICKARD and ROBERT E.
       COLLINS
    
                             Defendants.
       _____________________________
    
       )
       )
       )
       )
       )
       )
       )
       )
       )
    
    SNIPPETS:
  • Plaintiff, through his attorney, brings this action on behalf of himself and all others
  • This action is being brought as a class action on behalf of all individuals who purchased or
  • As is more fully alleged throughout the Complaint, defendants engaged in a scheme and common
  • its management incapable of effectively marketing Zilog's arsenal of products and its stock
  • A number of parties voiced interest in pursuing "strategic alternatives" with Zilog and by
  • At the time this representation was made to the Bidders, defendants already knew that third
  • In order to consummate a deal, Zilog minimized its problems in its disclosures to TPG and the
  • The first was a stock-for-stock merger in a pooling of interests transaction implying a cash
  • TPG offered to purchase all the outstanding shares of common stock for $24.00 per share in
  • Defendants knew, however, that if they could pair a stock-for-cash Merger Agreement with the
  • On July 21, Zilog announced a definitive Merger Agreement with TPG in which Zilog
  • Moreover, Zilog knew that a weak third quarter would constitute a "Material Adverse Change,"
  • In order to achieve this goal, defendants continued to tout the Merger and assure
  • Defendants later revealed in Zilog's Form S-4, released on December 12, 1997 that third
  • Even worse, however, defendants actively made representations to the investing community that
  • On the possibility of TPG renegotiating the deal, CFO Bob Collins said, in the middle of
  • explained the delay was due to a backlog at the Securities and Exchange Commission.
  • Defendant Edgar A. Sack was at all relevant times hereto, President, Chief Executive Officer
  • It is also appropriate to treat the Individual Defendants as a group for pleading purposes
  • Pursuant to employment agreements with Zilog, upon consummation of the Merger, the terms of
  • Each of the Company and Parent shall give prompt notice to the other of any change that is

  • 14 . CIVIL DOCKET FOR CASE 98-CV-20420

    EXTRACTED KEY WORDS
    DEFENDANT
    PLAINTIFF
    MOTION
    COMPLAINT
    COUNSEL
    DISMISS
    LAWRENCE
    JUDGE
    DEFENDANT ZILOG
    SACK
    DEFENDANT EDGAR
    COLLINS
    DEFENDANT ROBERT
    PICKARD
    DEFENDANT RICHARD
    CERTIFICATE
    JEREMY FOGEL
    APPOINTMENT
    LEAD PLAINTIFFS
    MEMORANDUM
    CO-LEAD COUNSEL
    STIPULATION
    OPPOSITION
    PITTS
    PLAINTIFF RONALD
    REQUEST
    WAIVER
    COURT
    RESPONSE
    
    
    
    
    Docket as of July 19, 1999 (retrieved 12/7/99)
    
    Proceedings include all events.                                   TERMED
    5:98cv20420 Lawrence, et al v. Zilog Inc, et al
                                                                      APPEAL
                                                                TERMED APPEAL
                           U.S. District Court
    U.S. District for the Northern District of California (San Jose)
    
                  CIVIL DOCKET FOR CASE #: 98-CV-20420
    
    Lawrence, et al v. Zilog Inc, et al                         Filed: 01/23/98
    Assigned to: Judge Jeremy Fogel              Jury demand: Both
    Demand: $0,000                               Nature of Suit:  850
    Lead Docket: None                            Jurisdiction: Federal Question
    Dkt# in other court: None
    
    Cause: 15:78m(a) Securities Exchange Act
    
    (Party and Counsel List)
    
    
    
    1/23/98  1       COMPLAINT: Summons(es) issued; Fee status pd entered on
                     1/23/98  in the amount of $ 150.00 ( Receipt No. 504356);
                     jury demand    (4:98-cv-00271) (cp) (Entry date 01/28/98)
    
    1/23/98  2       ORDER RE COURT PROCEDURE and SCHEDULE  by Judge Claudia
                     Wilken : Proof of service to be filed by 3/9/98 ;  (cc: all
                     counsel) (cp) (Entry date 01/28/98)
    
    1/28/98  3       AMENDED ORDER RE PROCEDURE and SCHEDULE  by Judge Claudia
                     Wilken : Plaintiff to file requisite certificate on 1/23/98
                      Last day for pltf to file copy of class action notice
                     2/17/98 ; Proof of service to be filed by 3/16/98 ;  (cc:
                     all counsel) Plaintiff to file motion to serve as lead
                     plaintiff 60 days after publication of notice. (cp)
                     (Edit date 01/28/98)
    
    2/27/98  4       RETURN OF SERVICE executed upon defendant Zilog Inc  on
                     1/27/98   (4:98-cv-00271) (cp) (Entry date 03/02/98)
    
    2/27/98  5       WAIVER OF SERVICE by defendant Richard R. Pickard  served
                     on 2/23/98 in response to the  Request for Waiver sent on
                     2/12/98   (4:98-cv-00271) (cp) (Entry date 03/02/98)
    
    SNIPPETS:
  • 5:98cv20420 Lawrence, et al v. Zilog Inc, et al
  • U.S. District Court
  • (Party and Counsel List)
  • 1/23/98 1 COMPLAINT: Summonsissued;
  • jury demand (Entry date 01/28/98)
  • 1/28/98 3 AMENDED ORDER RE PROCEDURE and SCHEDULE by Judge Claudia
  • Plaintiff to file requisite certificate on 1/23/98
  • 2/27/98 4 RETURN OF SERVICE executed upon defendant Zilog Inc on
  • on 2/23/98 in response to the Request for Waiver sent on
  • 2/27/98 6 WAIVER OF SERVICE by defendant Robert E. Collins served on
  • 2/27/98 7 WAIVER OF SERVICE by defendant Edgar A. Sack served on
  • 2/27/98 9 STIPULATION and ORDER by Judge Claudia Wilken:
  • 3/27/98 11 NOTICE OF MOTION AND MOTION before Judge Claudia Wilken by
  • Plaintiff Steven P. Lawrence for appointment of co-lead
  • counsel and lead plaintiffs with Notice set for 5/8/98 at
  • 3/27/98 12 MEMORANDUM by Plaintiff in support of motion for
  • appointment of co-lead counsel and lead plaintiffs
  • Judge Jeremy Fogel (cc: all
  • 5/26/98 29 STIPULATION and ORDER re: Dfts motion dismiss filed by
  • 6/22/98; opposition fi;ed by 7/22/98; reply filed by
  • AUTHORITIES before Judge Jeremy Fogel by defendant Zilog
  • Inc, defendant Edgar A. Sack, defendant Richard R. Pickard,
  • 11/6/98 46 AMENDED COMPLAINT by Plaintiff Ronald D. Pitts,

  • 15 . APPENDIX OF UNPUBLISHED OPINIONS

    EXTRACTED KEY WORDS
    CALIFORNIA
    DEFENDANTS
    COLLINS
    ROBERT
    PICKARD
    RICHARD
    SACK
    EDGAR
    ZILOG
    SAN FRANCISCO
    SUTRO LLP
    PILLSBURY MADISON
    CRB
    EXHIBIT
    HERETO
    LAW
    DECLARES
    DISTRICT
    ATTORNEYS
    MASTIN
    ANDREW
    FOREGOING
    PERJURY
    PENALTY
    LITIG
    INFORMIX
    NETMANAGE
    HEAD
    OATH THERETO
    
       PILLSBURY MADISON & SUTRO LLP
       WALTER J. ROBINSON III #40632
       2550 Hanover Street
       Palo Alto, CA 94304-1115
       Telephone: (650) 233-4500
    
       PILLSBURY MADISON & SUTRO LLP
       BRUCE A. ERICSON #76342
       ANDREW D. MASTIN #154860
       235 Montgomery Street
       Post Office Box 7880
       San Francisco, CA 94120-7880
       Telephone: (415) 983-1000
    
            Attorneys for Defendants,
            ZILOG, INC., EDGAR A. SACK,
            RICHARD R. PICKARD and
            ROBERT E. COLLINS
    
                            UNITED STATES DISTRICT COURT
    
                          NORTHERN DISTRICT OF CALIFORNIA
    
                                 SAN JOSE DIVISION
    
       ________________________________________
    
       STEVEN P. LAWRENCE, On Behalf of
       Himself and All Others Similarly Situated,
    
                             Plaintiff,
    
                  vs.
    
       ZILOG, INC., EDGAR A. SACK, RICHARD
       R. PICKARD and ROBERT E. COLLINS,
    
                             Defendants.
       ________________________________________
    
       )
       )
       )
       )
       )
       )
       )
       )
    
    SNIPPETS:
  • PILLSBURY MADISON & SUTRO LLP WALTER J. ROBINSON III #40632
  • Attorneys for Defendants,
  • NORTHERN DISTRICT OF CALIFORNIA
  • ZILOG, INC., EDGAR A. SACK, RICHARD
  • R. PICKARD and ROBERT E. COLLINS,
  • APPENDIX OF UNPUBLISHED OPINIONS IN SUPPORT OF DEFENDANTS' MOTION TO DISMISS FIRST AMENDED
  • ANDREW D. MASTIN declares:
  • I am a member of the State Bar of California, an associate with the law firm of Pillsbury
  • I have first-hand and personal knowledge of the facts set forth herein, and if called as a
  • Attached hereto as Exhibit A is a true and correct copy of the slip opinion dated December
  • Attached hereto as Exhibit B is a true and correct copy of the slip opinion dated November 6,
  • Sec. Litig., No. C-97-1289 CRB (N.D.
  • I declare under penalty of perjury under the laws of the State of California that the
  • Executed on February 12, 1999, at San Francisco, California.

  • 16 . ORDER

    EXTRACTED KEY WORDS
    DEFENDANTS
    ZILOG
    COURT
    FACTS
    STOCK
    COMPLAINT
    SECURITIES
    MISLEADING
    PLAINTIFFS ALLEGE
    STOCK PRICE
    MARKET
    RISE
    SECURITIES FRAUD
    MOTION
    MERGER
    SAN JOSE DIVISION
    UNITED STATES DISTRICT
    TPG
    UNITED STATES
    ALLEGATIONS
    REFORM ACT
    MAC CLAUSE
    RENEGOTIATE
    CONTROLLER CHIPS
    PLAINTIFFS OPPOSE
    RONALD PITTS
    MILES SPELLMAN
    LIBERMAN
    CALIFORNIA
    
                   IN THE UNITED STATES DISTRICT COURT
    
                 FOR THE NORTHERN DISTRICT OF CALIFORNIA
    
                            SAN JOSE DIVISION
    
    
    STEVEN LAWRENCE, HAROLD          | Case No. C-98-20420-JF
    LIBERMAN, MILES SPELLMAN AND     |
    RONALD PITTS, On Behalf of       | ORDER1 GRANTING MOTION TO
    Themselves and All Others        | DISMISS WITHOUT LEAVE TO AMEND
    Similarly Situated,              | AND DISMISSING ACTION WITH
                                     | PREJUDICE
                   Plaintiffs,       | (filed Mar. 24, 1999)
                                     | (Docket No. 52)
              v.                     |
                                     |
    ZILOG, INC., EDGAR A. SACK,      |
    RICHARD R. PICKARD and ROBERT E. |
    COLLINS,                         |
                                     |
                   Defendants.       |
                                     |
    _________________________________|
    
    
         In this securities fraud class action2 Plaintiffs allege
    
    that Defendants caused the price of stock in Zilog, Inc. to rise
    
    significantly by making false and misleading statements to the
    
    ____________________
    
         1    This disposition is not appropriate for publication and
    may not be cited.
    
         2    Plaintiffs have not yet filed a motion for class
    certification.
    
    
    _______________________________________________________________________________
    
    
    
    
    market, that Plaintiffs purchased stock at the higher price, that
    
    
    SNIPPETS:
  • IN THE UNITED STATES DISTRICT COURT
  • FOR THE NORTHERN DISTRICT OF CALIFORNIA
  • SAN JOSE DIVISION
  • LIBERMAN, MILES SPELLMAN AND |
  • RONALD PITTS, On Behalf of | ORDER1 GRANTING MOTION TO
  • In this securities fraud class action2 Plaintiffs allege
  • that Defendants caused the price of stock in Zilog, Inc. to rise
  • Plaintiffs have not yet filed a motion for class certification.
  • complaint for failure to state a claim.
  • Plaintiffs oppose.
  • out its need for Zilog's controller chips by the end of 1997.
  • approximately 60% and stock price by approximately 50%.
  • Plaintiffs allege that during this period Zilog
  • of a merger began leaking to the market and the price of Zilog's
  • On July 21, 1997, Zilog announced a "definitive" merger
  • merger agreement as "definitive" was false and misleading because
  • poor third quarter reports that TPG would invoke the MAC Clause.
  • desire to renegotiate and that "If they were even thinking about
  • Securities Exchange Act of 1934 as well as Rule
  • allegations are taken as true,
  • The Court need not address this question, however, because as is discussed below the Court
  • Private Securities Litigation Reform Act of 1995,

  • 17 . MOTION TO DISMISS

    EXTRACTED KEY WORDS
    PLAINTIFF
    EARNINGS
    MERGER AGREEMENT
    ALLEGE
    ALLEGATIONS
    SECURITIES
    RENEGOTIATION
    MISLEADING
    DISMISS
    TPG
    STOCK
    ZILOG
    FACTS
    COMPLAINT
    CIR
    PUBLICATION
    PARTICULARITY
    MAC CLAUSE
    FRAUD
    COLLINS
    STANDARD
    MOTION
    SCIENTER
    ACT
    SECURITIES EXCHANGE
    CONTROLLING
    AMEND
    COURT
    REFORM
    
    
    
    
    NOT FOR PUBLICATION
    
    
    
                   IN THE UNITED STATES DISTRICT COURT
    
                 FOR THE NORTHERN DISTRICT OF CALIFORNIA
    
                            SAN JOSE DIVISION
    
    
    STEVEN LAWRENCE, On Behalf of    | Case No. C-98-20420-JF
    Himself and All Others Similarly |
    Situated,                        | ORDER1 GRANTING DEFENDANTS'
                                     | MOTION TO DISMISS AND
                   Plaintiff,        | DISMISSING COMPLAINT WITH LEAVE
                                     | TO AMEND
              v.                     | (filed Sep. 30, 1998)
                                     | (Docket No. 30)
    ZILOG, INC., EDGAR A. SACK,      |
    RICHARD R. PICKARD and ROBERT E. |
    COLLINS,                         |
                   Defendants.       |
                                     |
    _________________________________|
    
    
         Defendants' motion to dismiss was heard on September 28,
    
    1998.  For the reasons discussed herein, Defendants' motion is
    
    granted and the complaint is dismissed with thirty days leave to
    
    amend.
    
    _____________________
    
         1    This disposition is not appropriate for publication and
    may not be cited.
    
    _______________________________________________________________________________
    
    
    
    
    
    SNIPPETS:
  • IN THE UNITED STATES DISTRICT COURT
  • Defendants' motion to dismiss was heard on September 28,
  • For the reasons discussed herein, Defendants' motion is
  • granted and the complaint is dismissed with thirty days leave to
  • This disposition is not appropriate for publication and may not be cited.
  • Defendant Zilog, Inc. is a company that designs,
  • This class action arises out of allegations that Defendants
  • committed "fraud on the market" by publicizing misleading
  • Plaintiff Steven Lawrence is suing on
  • stock during the period of alleged inflation, June 30, 1997
  • as a § 20"controlling persons" claim against the individual
  • merger agreement between Zilog and another company,
  • "definitive" merger Agreement with TPG under which Zilog's
  • third quarter earnings would be "generally in line" with the
  • TPG was considering exercising its right under the MAC clause to
  • 1997, however, Zilog's Chief Financial Officer Robert Collins
  • applicable to securities fraud claims.
  • LEGAL STANDARD APPLICABLE TO A MOTION TO DISMISS
  • (9th Cir.
  • Leave to amend must be granted unless it is
  • filed four complaints and yet continued to allege insufficient
  • Section 10of the Securities Exchange Act of 1934 makes
  • ("Reform Act"), Pub.L.
  • that allegations of fraud be made with particularity.
  • statements made as well as facts demonstrating how the statements
  • Additionally, with respect to allegations of scienter, the
  • For example, Plaintiff alleges that on October 13, 1997, when TPG was considering
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