Now before the Court are defendants' Motion to Dismiss the First Amended Complaint and plaintiffs' Motion to Strike. Having reviewed the papers, the Court determines that oral argument is unnecessary. Local Rule 7-1(b). The First Amended Complaint is hereby DISMISSED, with leave to amend, for the following reasons:

1. The Private Securities Litigation Reform Act of 1995 applies to all allegations of the First Amended Complaint. See Silicon Graphics, Inc. Securities Litigation, 970 F.Supp. 746, 753-54 (N.D. Cal. 1997).

2. A complaint made "upon investigation of counsel" is the same as a complaint made "upon information and belief." See Silicon Graphics, 970 F.Supp. At 763. Plaintiffs must state with particularity all facts on which their allegations as to why each statement is misleading are formed. 15 U.S.C. § 78r-4(b)(1)(B). For example, plaintiffs must state with particularity the facts upon which the allegations of paragraphs 103(a)-(m) are formed.

3. To state a claim against defendants for making false and misleading statements to securities analysts, see Cooper v. Pickett, 122 F.3d 1186 (9th Cir. 1997), as amended, 1998 WL 31487 (9th Cir. Jan. 30, 1998), plaintiffs must comply with Fed.R.Civ.P. 9(b). In particular, plaintiffs must specify the alleged misrepresentation, who made the representation, when, and how it is false. If the allegations are made upon information and belief, plaintiffs must state with particularity all facts upon which the explanation of how each statement is false is based.

4. To state a claim against defendants for misrepresentations made in the securities analysts' forecasts, plaintiffs must demonstrate that defendants placed "their imprimatur, express or implied, on the projections." In re Syntex Corporation Securities Litigation, 95 F.3d 922, 934 (9th Cir. 1996)(quotation omitted). Plaintiffs must plead the required entanglement with the specificity required by Rule 9(b). In re Caere Corporate Securities Litigation. 837 F.Suppl 1054, 1059 (N.D. Cal. 1993). Plaintiffs' First Amended Complaint does not do so. For example, the First Amended Complaint does not identify precisely who spoke to the analyst, when, who previewed the analyst report and when, and what investors' relations packet the analysts' report was distributed in and when.

5. Plaintiffs cannot state a claim against defendants Galil, Bosch, Williams and Koretz under a "scheme to defraud" theory as alleged in the First Amended Complaint. See Silicon Valley, 970 F.Supp. at 761-62, In re Oak Technology Securities Litigation, 1997 WL 448168 *9-10 (N.D. Cal. July 1, 1997). Nor does the complaint state a claim against these defendants for insider trading as plaintiffs do not allege that they traded contemporaneously with defendants. See Neubronner v. Milken, 6 F.3d 666, 670 (9th Cir. 1993).

To state a claim against these defendants under the group published information doctrine, plaintiffs must plead with particularity defendants' participation in the day-to-day control of the corporation and their participation in the preparation of the allegedly false statements. See Oak Technology, 1997 WL 448168 at * 10-11. The conclusory allegations of the First Amended Complaint are insufficient.

6. The Court will address whether the plaintiffs have stated with particularity facts giving rise to a strong inference that each defendant acted with the required state of mind after plaintiffs have amended their complaint to state all facts upon which their allegations are based. Accordingly, the Court will defer decision on plaintiffs' motion to strike until after defendants have filed a motion to dismiss the second amended complaint, should defendants choose to do so, if the motion to strike is relevant to the motion. The parties need not rebrief the motion to strike.

Accordingly, defendants' motion to dismiss is GRANTED with leave to amend. Plaintiffs shall file their Second Amended Complaint by March 27, 1998.

IT IS SO ORDERED.