IN RE ZONAGEN INC SECURITIES LITIGATION


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Keywords & Phrases

CaseNo: ZCAL162766, CourtName: CLASS ACTION II, State: CA California, UniqueCaseRef: LCD>ZCAL162766, Zilog, Hboc, Patent, Stock, Complaint, Mckesson Hboc, Securities, Merger, Clinical Trials, Tpg, Merger Agreement, Vasomax, Price, Hboc Stock, Common, Filing, Financial Statements, Dose, Earnings, Shares, Shareholders, Compl, Viii Plaintiffs, Misleading, Material Adverse Change, Collins, Sack, Phentolamine, Class Action, Revenue, Stock Price, Cash, Patients, Arthur Andersen Llp, Allege, First Bidder, Common Stock, Alleged Misrepresentations, Securities Laws, Authorities, Hboc Shareholders , ContentID: 120252012

Case Documents

MOTION TO DISMISS COMPLAINT
[ see first page and extracted highlights below ] ItemID: 126601

26 pages
TXT

COMPLAINT
[ see first page and extracted highlights below ] ItemID: 126599

39 pages
HTML

1998-06-23

CONSOLIDATED AMENDED COMPLAINT
[ see first page and extracted highlights below ] ItemID: 126600

81 pages
PDF

Total Documents: 3 documents , 146 pages

Price: $ 29.95

IVESLCD01 KGI0001

1 . MOTION TO DISMISS COMPLAINT

EXTRACTED KEY WORDS

COMPLAINT
MCKESSON HBOC
PLAINTIFFS
HBOC STOCK
COURT
FINANCIAL STATEMENTS
COMPL
VIII PLAINTIFFS
CLASS ACTION
SECURITIES
DEFENDANT
REVENUE
STOCK PRICE
ARTHUR ANDERSEN LLP
ALLEGE
ALLEGED MISREPRESENTATIONS
AUTHORITIES
HBOC SHAREHOLDERS
LOSS CAUSATION
ALSCHULER GROSSMAN STEIN
REGISTRATION STATEMENT
DISTRICT COURT
ALLEGATIONS
CORRECTIVE DISCLOSURE
SOFTWARE REVENUE
MEMORANDUM
HBOC SHARES
ACCOUNTANTS
REVENUES DOWNWARD


   ALSCHULER GROSSMAN STEIN & KAHAN LLP

   Marshall B. Grossman (No. 035958)

   Michael L. Cypers (No. 100641)

   Gwyn Quillen (No. 171944)

   Scott Vick (No. 171944)

   2049 Century Park East

   Thirty-Ninth Floor

   Los Angeles, CA 90067-3213

   Telephone: (310) 277-1226

   Facsimile: (310) 552-6077

   KRIEG, KELLER, SLOAN, REILLEY & ROMAN LLP

   Stan G. Roman (No. 87652)

   Tracy Clements (No. 184150)

   114 Sansome Street, 7^th Floor

   San Francisco, CA 94104

   Telephone: (415) 249-8330

   Facsimile: (415) 249-8333

   Attorneys for Defendant

   ARTHUR ANDERSEN LLP


                        UNITED STATES DISTRICT COURT

                      NORTHERN DISTRICT OF CALIFORNIA

   In re McKesson HBOC, Inc.

   Securities Litigation

SNIPPETS:

ALSCHULER GROSSMAN STEIN & KAHAN LLP

Attorneys for Defendant

UNITED STATES DISTRICT COURT

In re McKesson HBOC, Inc.

Securities Litigation

ARTHUR ANDERSEN'S NOTICE OF MOTION AND MOTION TO DISMISS AMENDED AND CONSOLIDATED COMPLAINT;

PLEASE TAKE NOTICE that on September 15, 2000 at 9:00 a.m., in the courtroom of the Honorable

Count VIII of the Complaint against Arthur Andersen should be dismissed pursuant to Rule 12of ofit on the exchange of HBOC stock for McKesson HBOC stock, and therefore have suffered no

Count XI of the Complaint of the Securities Exchange Act of 1934 and Rule 14a-9 promulgated f them; and the allegations in the Complaint establish that there is no loss causation because the

As to Counts IV and VIII and Count XI ), are the plaintiffs precluded from making any claim

As to Count IV, were the misrepresentations overstating HBOC's revenues material to HBOC

did the HBOC shareholders suffer any damages because of the misrepresentations in the

Just six days earlier, the Company had announced that its revenue growth for the fiscal year

For two and a half months, a large team of lawyers and forensic accountants poured through

The plaintiffs nonetheless try to lay blame on Arthur Andersen by falling back on the same

Underlying this reduction was the assumption that software revenue would decrease from fiscal

(Compl.

At the time that the Count VIII plaintiffs acquired their HBOC shares, the split-adjusted

First, as to the fiscal year ended March 31, 1999, the Company restated its software revenues

The company's stock price dropped, and a class action complaint was filed against the

2 . 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.
   _____________________________

   )
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   )
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   )
   )

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

3 . CONSOLIDATED AMENDED COMPLAINT

EXTRACTED KEY WORDS

STOCK
CLINICAL TRIALS
VASOMAX
DEFENDANTS
COMMON
FILING
DOSE
PHENTOLAMINE
SECURITIES
PATIENTS
TREATMENT
MISLEADING
MILLIGRAM DOSE
MALE IMPOTENCY
NDA
STATISTICALLY SIGNIFICANT
ERECTILE DYSFUNCTION
FDA
EXCHANGE ACT
IMMUNE RESPONSE
MATERIALLY FALSE
TECHNOLOGY
PERSONAL KNOWLEDGE
MISREPRESENTATIONS
FORMULATION
ERECTILE FUNCTION
SUCCESSFUL
UNITED STATES
ADMINISTRATION

                             UNITED  STATES  DISTRICT  COURT
                               SOUTHERN  DISTRICT  OF TEXAS
                                       HOUSTON  DMSION                                         I   

                                                                Civil  Action  No. H-98-0693 '
In re ZONAGEN,  INC.
SECURITIES  LITIGATION                                          CLASS  ACTION
                                                                JURY  TRIAL  DEMANDED


                         CONS-A-FED            AMEWD          CO-

       Plaintiffs, by their attorneys, bring this action on behalf of themselves and all others

situated, and allege the following  upon personal knowledge as to themselves and their own

and  based on  investigation  conducted by  counsel for  all  other matters.  That  investigation 

included  the thorough  review  and analysis of public  documents, SEC ftlings,  court filings, 

releases, medical journal  articles, patent documents, and news  articles concerning Zonageq  Inc.

("Zonagen"  or  "the  Company")  and the other facts as set forth  herein, as well  as interviews 

conversations with  an individual  who possesses personal knowledge  concerning the operations and

business of Zonagen.

                                                OF TEF.  ACTION

        1.      This is aclass  action brought on behalf of all persons who purchased the common

stock  of Zonagen between February 7, 1996 and January 9, 1998, inclusive ("the Class Period"),

seeking to pursue remedies under the Securities Exchange Act  of  1934 (the "Exchange Act").  These

claims arise out of the defendants' false and misleading statements concerning Zonagen's purported

products, "Immumax"  and "Vasomax",  the Company's intellectual property rights to such products,
                                                    I
and the efficacy and safety of Vasomax.  In reality, Zonagen has never developed and sold a product,

but rather has merely taken existing products and made false and misleading claims about them., as



well  as about their proprietary rights to these products.  Zonagen's real line of business has

continues to be selling stock rather than selling or developing any bona fide product.

SNIPPETS:

situated, and allege the following upon personal knowledge as to themselves and their own

releases, medical journal articles, patent documents, and news articles concerning Zonageq

seeking to pursue remedies under the Securities Exchange Act of 1934.

claims arise out of the defendants' false and misleading statements concerning Zonagen's

and the efficacy and safety of Vasomax.

continues to be selling stock rather than selling or developing any bona fide product.

the defendants consistently misrepresented the facts concerning

the United States Food and Drug Administration.

support the filing of an NDA, and thus could not be construed as positive for the Company's

defendants in this action owned an aggregate of 24.8% of the Company's common stock as of May

Degree in chemical engineering from Jllinois Institute of Technology.