97cv04385 Head v Netmanage Inc et al - 7/22/98 Salceda Decl ISO Mtn To Dismiss SAC

BRUCE G. VANYO, State Bar # 060134
JEROME F. BIRN, JR., State Bar # 128561
IGNACIO E. SALCEDA, State Bar # 164017
REBECCA A. MITCHELLS, State Bar # 151683
TRACY TOSH LANE, State Bar #184666
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
Telephone: (650) 493-9300

Attorneys for Defendants
NETMANAGE, INC., ZVI ALON, WALTER
AMARAL, UZIA GALIL, JOHN BOSCH,
ROBERT WILLIAMS and RICHARD KORETZ

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

WALTER W. HEAD, III, GREGORY
SELMANSON, DOMINIC CASTALDO,
LEILA WALDMAN and JOHN VELONIS,
JR., On Behalf of Themselves and All Others
Similarly Situated,

Plaintiffs,

NETMANAGE, INC., ZVI ALON, WALTER
AMARAL, UZIA GALIL, JOHN BOSCH,
AMATZIA BEN-ARTZI, ROBERT
WILLIAMS, RICHARD KORETZ and DAN
GEISLER,

Defendants.

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CASE NO.: C-97-4385-CRB
[filed Jul. 22, 1998]

DECLARATION OF
IGNACIO E. SALCEDA IN
SUPPORT OF DEFENDANTS'
MOTION TO DISMISS
SECOND AMENDED
COMPLAINT

Date: Oct. 9, 1998
Time: 10:00 a.m.
Before: Hon. Charles R. Breyer

I, Ignacio E. Salceda, declare as follows:

1. I am associated with the firm of Wilson Sonsini Goodrich & Rosati, counsel of record for defendants NetManage, Inc., Zvi Alon, Walter Amaral, Uzia Galil, John Bosch, Robert Williams and Richard Koretz. I make this Declaration in support of these defendants' motion to dismiss second amended complaint, set to be heard by this Court on October 9, 1998. I have personal knowledge of the facts set forth herein, and if called to testify, could and would testify compentently thereto.

2. Attached hereto as Exhibit A is a true and correct copy of the court's order in Head v. NetManage, No. 97-4385-CRB (N.D. Cal. Feb. 24, 1998).

3. Attached hereto as Exhibit B is a true and correct copy of the House of Representatives Conference Report No. 104-369 (1995).

4. Attached hereto as Exhibit C is a true and correct copy of the court's order in In re YES! Entertainment Sec. Litig., No. C-97-01388-CRB (N.D. Cal. May 15, 1998).

5. Attached hereto as Exhibit D is a true and correct copy of the court's opinion in In re Health Management Sys., Inc. Sec. Litig., No. 97 Civ. 1865 (HB), 1998 U.S. Dist LEXIS 8061 (S.D.N.Y. June 1, 1998).

6. Attached hereto as Exhibit E is a true and correct copy of the court's order in Howard Gunty, Inc. Profit Sharing Plan et al. v. Quantum Corp., et al., No. CV760370 (Super. Ct. Santa Clara Cty. Oct. 29, 1997).

7. Attached hereto as Exhibit F is a true and correct copy of the court's opinion in In re Oak Technology Sec. Litig., No. 96-20552 SW, 1997 WL 448168 (N.D. Cal. July 1, 1997).

8. Attached hereto as Exhibit G is a true and correct copy of NetManage's Annual Report to Shareholders for the fiscal year ended December 31, 1995.

9. Attached hereto as Exhibit H is a true and correct copy of NetManage's Annual Report to Shareholders for the fiscal year ended December 31, 1994.

10. Attached hereto as Exhibit I is a true and correct copy of the court's opinion in Wenger v. Lumisys, Inc., No. C-97-20609 RMW, 1998 WL 199082 (N.D. Cal. Mar. 31, 1998).

11. Attached hereto as Exhibit J is a true and correct copy of the court's opinion in Blum v. Semiconductor Packaging Materials Co., No. 97-7078, 1998 U.S. Dist. LEXIS 6868 (E.D. Pa. May 5, 1998).

12. Attached hereto as Exhibit K is a true and correct copy of the court's opinion in Allison v. Brooktree Corp., No. 97-0852-JM-POR, 1998 WL 151787 (S.D. Cal. Mar. 10, 1998).

13. Attached hereto as Exhibit L is a true and correct copy of NetManage's Proxy Statement dated April 6, 1995.

14. Attached hereto as Exhibit M is a true and correct copy of NetManage's Proxy Statement dated April 12 ,1996.

15. Attached hereto as Exhibit N is a true and correct copy of the court's opinion in In re Valence Technology Sec. Litig., No. C-95-20459 JW, 1996 WL 67326 (N.D. Cal. Feb. 13, 1996).

16. Attached hereto as Exhibit O is a true and correct copy of the court's order in Polk v. Fritz, No. C-96-2712 MHP (N.D. Cal. Mar. 5, 1998).

17. Attached hereto as Exhibit P are true and correct copies of the following letters: Letter from Travis Dows to defense counsel, dated June 10, 1997; Letter from Rebecca A. Mitchells to Travis Downs, dated March 17, 1998; Letter from Rebecca A. Mitchells to Travis Downs, dated March 21, 1998.

I declare under penalty of perjury that the foregoing is true and correct to the best of my information and belief. This declaration is executed on July ___, 1998 at Palo Alto, California.

_____________________________
Ignacio E. Salceda

Source: File to epost from Wilson Sonsini Goodrich & Rosati