JAMES A. DiBOISE, State Bar No. 083296
DOUGLAS J. CLARK, State Bar No. 171499
DAVID P. O'BRIEN, State Bar No. 189675
JEANIE KIM, State Bar No. 186468
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
Telephone: (650) 493-9300
Facsimile: (650) 565-5100

Attorneys for Defendants
WARREN E. PINCKERT, II and
CHOLESTECH CORPORATION

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION

ROBERT REE, individually and on behalf of all
others similarly situated,

                      Plaintiffs,

           v.

WARREN E. PINCKERT, II, and
CHOLESTECH CORPORATION,

                      Defendants.

_______________________________________

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CASE NO.: C-99-0562 MMC

DECLARATION OF DAVID P.
O'BRIEN IN SUPPORT OF MOTION
TO DISMISS AMENDED
COMPLAINT
[filed Sep. 20, 1999]

Date: January 14, 2000
Time: 9:00 a.m.
Judge: The Honorable Maxine M.
      Chesney

I, David P. O'Brien, declare as follows:

I am an attorney duly licensed to practice law in the State of California and before this Court. I am associated with Wilson Sonsini Goodrich & Rosati, counsel for defendants Warren E. Pinckert, II and Cholestech Corporation ("Cholestech" or the "Company"), in the above-entitled action. I have personal knowledge of the facts stated herein and, if called as a witness, could and would testify competently thereto.

1. Attached hereto as Exhibit 1 is a true and correct copy of H.R. Conf. Rep. No. 104-369, at 41 (1995), reprinted in 1995 U.S.C.C.A.N. 730.

2. Attached hereto as Exhibit 2 is a true and correct copy of Gerard A. Achstatter, Easy Test: Cholestech's Cholesterol Exam is Simple for Givers, Takers, Investor's Business Daily, January 5, 1998 at A-4.

3. Attached hereto as Exhibit 3 is a true and correct copy of Steve Kaufman, Medical Device-Maker Cholestech of Hayward, Calif. Has Stormy Past, San Jose Mercury News, April 30, 1998.

4. Attached hereto as Exhibit 4 is a true and correct copy of a Cholestech July 24, 1996 Press Release.

5. Attached hereto as Exhibit 5 is a true and correct copy of a Cholestech April 3, 1997 Press Release.

6. Attached hereto as Exhibit 6 is a true and correct copy of a Cholestech April 16, 1997 Press Release.

7. Attached hereto as Exhibit 7 are true and correct copies of an excerpt from Cholestech's Annual Report on Securities and Exchange Commission ("SEC") Form 10-K405 ("10-K405") for the fiscal year ended March 27, 1998.

8. Attached hereto as Exhibit 8 is a true and correct copy of an excerpt from Cholestech's Report on SEC Form 10-Q ("10-Q") for the quarter ended Sept. 26, 1997.

9. Attached hereto as Exhibit 9 are true and correct copies of excerpts from Cholestech's 10-K405 for the fiscal year ended March 29, 1996.

10. Attached hereto as Exhibit 10 is a true and correct copy of an excerpt from Cholestech's Annual Report on SEC Form 10-K for the fiscal year ended March 28, 1997.

11. Attached hereto as Exhibit 11 are true and correct copy of excerpts from Cholestech's June 28, 1996 Registration Statement on SEC Form S-1/A.

12. Attached hereto as Exhibit 12 is a true and correct copy of an excerpt from Cholestech's 10-Q for the quarter ended Dec. 26, 1997.

13. Attached hereto as Exhibit 13 are true and correct copies of defendant Warren E. Pinckert's filings on SEC Form 4 concerning Cholestech holdings for the period of August 1992 through June 1998.

14. Attached hereto as Exhibit 14 are true and correct copies of Andrea J. Tiller's filings on Forms 3 and 4 concerning Cholestech holdings for the period of December 1996 through December, 1997.

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed this 20th day of September, 1999, at Palo Alto, California.

_______________________________
David P. O'Brien

 

Source: File to epost from Wilson Sonsini Goodrich & Rosati