UNITED STATES DISTRICT COURT
DISTRICT OF CONNECTICUT

Plaintiff Charles Heller, individually and on behalf of all others similarly situated, by his attorneys, alleges the following upon information and belief based upon the investigation of his counsel, which included, among other things, a review of various public filings by the corporate defendant with the Securities and Exchange Commission ("SEC") and various articles detailed herein (except for those allegations which pertain to plaintiffs, which allegations are based upon personal knowledge):

1. Plaintiff brings this action as a class action on behalf of himself and all other persons or entities who purchased the common stock of Oxford Health Plans, Inc. ("Oxford" or the "Company") during the period between November 6, 1996 and October 24, 1997, inclusive (the "Class Period"), to recover damages caused to the class by defendants' violations of the federal securities laws.

2. Defendants Oxford, Stephen F. Wiggins, William M. Sullivan and Andrew B. Cassidy violated the securities laws by engaging in a conspiracy and course of conduct pursuant to which they made a series of materially false and misleading statements concerning the business and financial operations of Oxford with the intent and having the effect of substantially inflating the trading price of Oxford common stock throughout the Class Period.

3. Prior to the Class Period, defendants announced that the Company was converting to a new computer system in order to keep pace with expanding membership. Throughout the Class Period, defendants knew yet failed to disclose and materially misrepresented that this computer upgrade, inter alia, caused tremendous delays in generating premium bills. These delays, in turn, severely restricted the Company's ability to collect past premiums, negatively affecting revenues and earnings and requiring the Company at the end of the Class Period to belatedly take charges of approximately $50 million for uncollectible premiums. These delays caused by the computer upgrade further created a backlog of unprocessed medical claims which negatively affected the Company's ability to determine medical liabilities, and resulted in the Company underreserving to cover medical costs, which also negatively impacted earnings and results of operations. In addition to hiding the extent and ramifications of the delays and backlog, defendants while knowing otherwise, misrepresented that the problems with the upgrade were being resolved and would not seriously impact the Company's operations. Moreover, throughout the Class Period defendants touted the Company's purportedly increasing revenues, earnings, and memberships. By keeping the true state of affairs from the market, the Individual Defendants, defined below, were able to sell thousands of shares of Oxford common stock at artifically inflated prices for millions of dollars.

4. During the Class Period Oxford common stock traded at an average of $66.12 per share and closed at a high of $87.50 per share on July 24, 1997. As soon as the truth about the Company's billing problems and its negative financial results were disclosed on October 27, 1997, Oxford common stock plummeted approximately 62%, falling nearly 43 points to close at $25.875 per share, down from the previous trading day's close of $68.75 per share, on a daily trading volume of 49,040,700, more than 30 times the average daily trading volume throughout the Class Period.

5. The Individual Defendants, as well as other executive officers of the Company profited by the fraud by selling hundreds of thousands of shares of Oxford common stock throughout the Class Period at artificially inflate prices. Only two months before the true facts were disclosed, insiders realized $38 million in proceeds from sales of their Oxford common stock.

6. This action arises under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act"), 15 U.S.C. §§ 78j(b) and 78t, and the rules and regulations promulgated thereunder, including SEC Rule 10b-5, 17 C.F.R. 240.10b-5. Jurisdiction is based upon Section 27 of the Exchange Act, 15 U.S.C. § 78aa, 28 U.S.C. § 1331.

7. Venue is proper in this District pursuant to Section 27 of the Exchange Act, and 28 U.S.C. § 1391(b). Many of the acts complained of, including the dissemination to the investing public of materially false and misleading statements, occurred in substantial part in this District. In addition, defendants' principal place of business is in this District.

8. In connection with the acts and conduct complained of, defendants, directly or indirectly, used the means and instrumentalities of interstate commerce, including the mails, interstate telephone communications, and the facilities of a national securities exchange.

9. Plaintiff, Charles Heller purchased shares of Oxford common stock during the Class Period as reflected in the annexed Certification.

10. Defendant Oxford is a corporation formed and existing under the laws of the State of Delaware. Its principal place of business is located at 800 Connecticut Avenue, Norwalk, Connecticut 06854. Oxford is a managed care company that provides health benefit plans primarily in the greater New York and Philadelphia metropolitan areas. The Company's product line includes traditional health maintenance organizations, a point-of-service plan, third party administration of employer funded benefit plans and dental plans.

11. Defendant Stephen w. Wiggins ("Wiggins") founded the Company and has served as its Chairman of the Board of Directors and Chief Executive Officer ("CEO") since the Company's formation in 1984. In August 1997, Defendant Wiggins stepped down as CEO.

12. Defendant William M. Sullivan ("Sullivan") was at all relevant times an officer of the Company. He became CEO of the Company in August 1997. Defendant Sullivan had been President and Chief Operating Officer since July 1, 1996. He originally joined the Company as Director of Sales in August 1988 and became Vice President, Sales in January 1990 and Executive Vice President, Sales in December 1994.

13. Defendant Andrew B. Cassidy ("Cassidy") was at all relevant times, Chief Financial Officer ("CFO") of the Company. As of February 14, 1997 he was also an Executive Vice President.

14. The individuals mentioned in paragraphs 10-12, above, may hereinafter be collectively referred to as the "Individual Defendants."

15. As directors or senior officers of the Company, the Individual Defendants were controlling persons of Oxford within the meaning of Section 20(a) of the Exchange Act. By reason of their positions in the Company, the Individual Defendants had access to material inside information about Oxford, and were able to and did, directly or indirectly, in whole or in material part, control the content of various reports and filings with the SEC and public statements issued by Oxford. The Individual Defendants participated in, and approved the issuance of, such reports and statements at or about the time of their issuance.

16. Oxford and the Individual Defendants had a duty to disseminate promptly truthful and accurate information with respect to Oxford's operations, financial condition, business and risks being undertaken, and to correct promptly any public statements issued by Oxford which had become false or misleading to ensure, inter alia, that the market price of Oxford' securities would be based on truthful and accurate information.

17. Notwithstanding their duty, the defendants participated in the alleged wrongdoing, in part, in order to: continue and prolong the illusion of Oxford's financial growth; inflate Oxford's publicly reported assets and earnings; and conceal the adverse facts concerning Oxford' operations, financial condition, and business.

18. Defendants made the material misrepresentations and misleading statements and/or omitted to state material facts necessary to make the statements made not materially misleading, so that they could, among other things, protect their executive and/or directorship positions and their compensations, and to sell personal holdings of Oxford common stock at inflated prices.

19. As set forth in the Company's 1996 Proxy Statement dated March 29, 1997, Defendant Wiggins' 1996 annual compensation from the Company included stock option grants to purchase 100,000 shares at an exercise price of $46.50, $600,000 in salary, a bonus of $1.08 million and an additional $100,000 in other compensation. In 1996, Defendant Sullivan received annual compensation including salary of $247,981, a bonus of $250,000 and stock options to purchase 35,000 shares at $46.50. Bonuses include amounts under the Company's Incentive Compensation Plan which, like the Company's stock option plan, link executive compensation to company performance and are dependent upon the Company's membership growth, growth in earnings and earnings per share.

20. Accordingly, each of the Individual Defendants had a substantial financial interest in maintaining the Company's membership growth, earnings and the market price of Oxford's common stock.

21. All of the defendants are liable, jointly and severally, as direct participants in the wrongs complained of herein. Liability of each arises from the fact that each has engaged in all or part of the unlawful acts, plans, schemes, transactions, and artifices to defraud complained of herein.

22. Plaintiff brings this action as a class action pursuant to Federal Rules of Civil Procedure 23(a) and 23(b)(3) on behalf of all persons who purchased shares of Oxford common stock during the Class Period between November 6, 1996 and October 24, 1997, inclusive. Excluded from the Class are the defendants herein, members of their immediate families, and any subsidiary, affiliate, or control person of any such person or entity.

23. The members of the Class are so numerous that the joinder of all members is impracticable. While the exact number of class members is unknown to plaintiffs at this time and can only be ascertained through appropriate discovery, there are more than 78 million shares of Oxford common stock outstanding held by thousands of shareholders. The holders of these shares are believed to be geographically dispersed throughout the United States. Oxford common stock is listed and actively traded on the NASDAQ National Market.

24. Plaintiff's claims are typical of the claims of the Class, as plaintiff and all members of the Class purchased shares of Oxford common stock during the Class Period and sustained damages arising out of defendants' conduct in violation of federal law as complained of herein.

25. Plaintiff will fairly and adequately protect the interests of the members of the Class, and has retained counsel competent and experienced in class action and securities litigation.

26. A class action is superior to other available methods for the fair and efficient adjudication of this controversy. Since the damages suffered by individual class members may be relatively small, the expense and burden of individual litigation make it virtually impossible for the class members to seek redress for the wrongful conduct alleged. Plaintiff knows of no difficulty that will be encountered in the management of this litigation that would preclude its maintenance as a class action.

27. Common questions of law and fact exist as to all members of the Class and predominate over any questions affecting solely individual members of the Class. Among the questions of law and fact common to the Class are:

(a) whether defendants violated Sections 10(b) and 20(a) of the Exchange Act, including SEC Rule 10b-5 promulgated thereunder;

(b) whether defendants participated in and pursued the concerted action or common course of conduct complained of herein;

(c) whether documents, filings, releases and statements disseminated to the SEC and the investing public, during the Class Period, omitted and/or misrepresented material facts about the business and financial condition of the Company;

(d) whether the market price of Oxford common stock, during the Class Period, was artificially inflated due to the nondisclosures and/or misrepresentations complained of herein;

(e) whether defendants acted knowingly, wilfully, recklessly, or with gross negligence in omitting to state and/or misrepresenting material facts; and

(f) whether the members of the Class have sustained damages and, if so, what is the proper measure of such damages.

28. On November 6, 1996, before the opening of the market, Oxford issued a press release boasting that for the third quarter of 1996 ended September 30, 1996, net earnings rose 77% to $26.7 million, or $.33 per share from $15.1 million, or $.21 per share, in the third quarter of fiscal 1995 on revenues of $811.3 million, an increase of 69% over revenues of $480.2 million in the prior year. The Company further touted that operating earnings jumped 82% to $47.8 million compared with $26.3 million in the third quarter of 1995. Oxford attributed the earnings growth to increased enrollment in the Company's fully insured programs, stable medical expense trends and a continued improvement in the rate of administrative expenses to operating revenues. Defendant Wiggins was the Company's contact person.

29. The Company's third quarter fiscal 1996 results were filed with SEC on or about November 13, 1996 in a Form 10-Q signed by Defendants Wiggins and Cassidy. The September 30, 1996 Form 10-Q explained that the Company's administrative expenses had increased as a result of "enhancements to management information systems necessary to accommodate increased transaction volume."

30. On November 6, 1996 Oxford common stock rose nearly 10%, or $4.625 per share to close at $51.5 per share. The stock continued to climb throughout the fourth quarter of 1996 and closed at approximately $60 per share on Decameter 31, 1996. The stock dipped somewhat in the beginning of 1997, but by mid-February 1997 had returning to trading around the $60 mark.

31. On February 18, 1997, before the opening of the market, the Company issued a press release announcing its results for the fourth quarter and year end 1996 ended December 31, 1996. Oxford again boasted that net earnings rose 105% to $32 million, or $.39 per share, from $15.6 million or $.21 per share in the fourth quarter of 1995, on revenues of $880.3 million, which represented a 64% increase over the $537.4 million in revenues for the comparable quarter. Operating earnings likewise jumped 95% to $55.8 million compared with $28.6 million in the fourth quarter of 1995. Defendant Wiggins was the Company's contact person for this release as well.

32. As for year end results, the Company reported that revenues rose 74% to $3.08 billion, a from $1.77 billion in 1995, that operating earnings rose to $176.5 million, an increase of 86% from $95.1 million in 1995, and that net earnings increased 90% to $99.6 million, or $1.34 per share, from $52.4 million, or $.71 per share in the prior year.

33. In the release, the Company noted that the year-end balance sheet reflected increases in premiums receivable and medical costs payable due to delays in billing and claims processing as well as payments associated with the conversion of certain of the Company's operations to the new computer system.

34. On February 18, 1997, Oxford's common stock closed at $59.125, down $2.375 from the prior trading day's close of $61.50 per share. The stock quickly rebounded and within the first week of March as trading above $60 per share.

35. The Company reported its fourth quarter and year end 1996 results on a Form 10-K filed with the SEC on or about March 19, 1997 ("1996 Form 10-K"). The 1996 Form 10-K was signed by Defendants Wiggins and Cassidy.

36. In the 1996 Form 10-K, defendants explained that

In September 1996, the company converted a significant part of its business operations to a new computer operating system developed at Oxford over the last four years. During the conversion, unanticipated software and hardware issues created a slow-down in the Company's claims payment, billing functions and telephone service. As a result, the Company's accounts receivable and liability for medical costs payable at December 31, 1996 increased significantly from the third quarter.

Defendants further noted that

[t]he company believes it has addressed the problems principally responsible for the delays in claims payments and billing and continues to aggressively pursue solutions to remaining system and data issues and revolution of billing and claims payment issues raised by customers and providers.

Oxford represented that premiums receivable at December 31, 1996 had increased from the third quarter "primarily as a result of delays in billings" resulting from the computer conversion and that there was had been a "relative increase in medical costs payable from the prior quarter resulted primarily from delays in claim payments" but that "[t]he Company believes that its reserves for [incurred but not reported claims] are adequate in order to satisfy its ultimate claim liability."

37. On May 5, 1997, Oxford announced that the Company was advancing $100 million to "appease some New York hospitals with outstanding claims." Oxford attributed the delays in payment not to difficulties with its own computer system, but rather to the New York Health Care Reform Act which took affect on January 1, 1997, claiming that that legislation exacerbated its billing delays. Moreover, Defendant Wiggins stated that the Company could effectively handle its problem simply by advancing sums to hospitals "as necessary," that such advances "just speed[s] up the payment process" and that in any event, the Company would resolve its delays "shortly."

38. On May 6, 1997, after the market had opened, the Company issued a press release reporting its financial results for the first quarter of 1997 ended March 31, 1997. The press release boasted that net earnings rose 86% to $34.4 million or $.42 per share from $18.5 million or $.25 per share in the first quarter of fiscal 1996 and that revenue had increased 50% to $987.3 million from $658.1 million in the prior year, exceeding analyst expectations of $.40 of share. The Company further touted that operating earnings jumped 80% to $60 million compared with $33.2 million in the first quarter of 1996. With respect to increasing membership, the Company boasted that enrollment totaled approximately 1,738,800 members at March 31, 1997, an increase of over 200,000 during the first quarter and almost 45% higher than the membership at the end of the prior year's first quarter.

39. Commenting on the first fiscal quarter of 1997, Defendant Wiggins noted that "[s]trong earnings and revenue growth in the first quarter of 1997 continue to demonstrate the fundamental strength of the Company's businesses." Defendant Wiggins was the Company's contact person for this release as well.

40. Just as they had at year end 1996 and without disclosing the magnitude or effects thereof, defendants noted that the Company's balance sheet showed higher levels of premiums receivable resulting from delays in billing from the conversion of the Company's computer system. With respect to the delays in processing the medical costs payable, defendants stated that the "increase has been mitigated by progress in paying backlogged claims and advance payments to physicians and hospitals totaling $89.4 million as of March 31, 1997."

41. In response to the Company's release, Oxford common stock rose 3% to close at $66.875 per share.

42. The Company reported its first quarter 1997 results to the SEC on a Form 10-Q filed on or about May 8, 1997. Defendants Wiggins and Cassidy signed this Form 10-Q. Again, without disclosing the magnitude or the impact of the billing delays, the March 31, 1997 Form 10-Q noted that premiums receivable had increased as a result of delays in billings caused by the Company's new computer system.

43. The March 31, 1997 Form 10-Q, repeated the following representations made in the 1996 Form 10-K:

unanticipated software and hardware issues created a slow-down in the Company's claims payment, billing functions and telephone service. As a result, the Company's premiums receivable and liability for medical costs payable at December 31, 1996 and March 31, 1997 increased significantly from the end of the third quarter of 1996.

With respect to the effect of this slow-down, defendants also repeated that the Company

had addressed the problems principally responsible for the delays in claims payments and billing and continues to aggressively pursue solutions to remaining system and data issues and resolution of billing and claims payment issues raised by customers and providers.

44. Additionally, in the March 31, 1997 Form 10-Q, defendants reported that the New York State Attorney General (the "Attorney General") had expressed concern over the possible impact of delays in claims payments on providers and members and that the Company was going to keep the Attorney General advised of its progress in resolving claims payment issues.

45. Oxford common stock closed at its Class Period high of $87.50 per share on July 24, 1997. Throughout the preceding week the stock had closed in the low-mid $80 range.

46. On or about July 31, 1997, the Company filed a Form 8-K with the SEC, signed by Defendant Cassidy, to report that the Company had entered into an agreement with the Attorney General, effective July 25, 1997, and that pursuant thereto Oxford will pay 9% annual interest on any noncontested claim that it takes over 30 days to process and pay. The Company further represented that the interest payment would not have a material adverse effect on the Company's financial condition or results of operations.

47. Also in the Form 8-K, Oxford represented that

[t]he Company has addressed the problems principally responsible for the delays in claims payments and is paying the vast majority of claims currently received on a timely basis. Moreover, the Company is rapidly working down remaining backlogged claims and has advanced over $271 million against outstanding claims, for which interest will not be payable.

48. Also on July 31, 1997, the Company announced its agreement with the Attorney General. Commenting on the computer conversion which caused the problem, Defendant Wiggins stated that

[t]oday, we are delivering faster and better service than we were before our computer conversion[.]

and that

Oxford's upgraded computer system has already allowed the Company to pay over 91% of clean claims received in June within thirty days and to continue progress toward the goal of paying 100% of clean claims within thirty days by the end of August.

49. Days later on August 5, 1997, before the market opened, the Company issued a press release announcing its results for the second fiscal quarter ended June 30, 1997. The Company boasted that net earnings rose 66% to $37.2 million or $.45 per share from $22.5 million or $.28 per share in the second quarter of fiscal 1996 and that revenue increased 46% to $1.06 billion from $725.3 million in the comparable period in the prior year. Oxford further touted that operating earnings jumped 59% to $63.2 million compared with $39.8 million in the second quarter of 1996. As for membership, the release boasted that the Company's enrollment totaled approximately 1,833,500 members at June 30, 1997, an increase of almost 95,000 during the second quarter and almost 39% higher than membership at the end of the prior year's second quarter. Defendant Wiggins was listed as the Company's contact person.

50. With respect to the Company's billing and processing delays, Oxford reported that although the Company's balance sheet continues to show high levels of premiums receivable resulting from the computer delays of earlier this year,

receivables have slightly decreased measured by days in operating revenues outstanding as the Company's billing has returned to normal cycles. Medical cost payable have [sic] decreased by $125.6 million from March 31, 1997 as the result of more rapid claims payments by the Company and advances made against provider claims aggregating approximately $271 million at June 30, 1997.

51. The Company reported its results for the second quarter of 1997 to the SEC on a Form 10-Q filed on or about August 5, 1997. The June 30, 1997 Form 10-Q was signed by Defendants Sullivan and Cassidy. In this Form 10-Q, defendants represented that "[d]uring the second quarter of 1997, the Company made significant progress in paying current and backlogged claims and continued to make claims advances to providers." With respect to reserves for medical costs payable, defendants represented that "[t]he Company believes that its reserves for [incurred but not reported claims] are adequate in order to satisfy its ultimate claim liability."

52. On or about August 7, 1997, defendants took a further step in their effort to mislead the market about the expanse and effect of the Company's backlog problems. As part of the Company's announcement that Defendant Sullivan was replacing Defendant Wiggins as CEO of the Company, defendants noted that in preparation for the switch, Defendant Sullivan had assumed CEO duties throughout the past year, including handling the computer problems. With respect to said problems, Defendant Sullivan stated that "[w]e feel very comfortable now with our claims turnaround time" and that "we're back to the point of where we were prior to the computer" system upgrade in September 1996. Further hiding the true impact of the billing and processing delays, Defendant Sullivan stated that "[w]e think in the long run it's going to be a non-issue."

53. In August 1997, before the market knew the true effect that the billing and processing delays would have on the Company's financial condition and while Oxford common stock was still trading at inflated levels, Defendant Wiggins and other top executives achieved proceeds of $38 million from the sale of their Oxford common shares at prices ranging from $72.31 to $80 per share.

54. During the Class Period, Defendant Wiggins sold 630,000 shares and gifted 115,000 shares, or approximately 32% of his holdings for proceeds of nearly $37.5 million. He sold 420,000 share at the beginning of the Class Period, 200,000 on November 12th and 220,00 on November 13th, after third quarter 1996 results were announced at an average price of $52.67 per share and he sold an additional 210,000 shares on August 28-29, 1997, following the announcement of second quarter 1997 results at an average price of $73 per share.

55. During the Class Period, Defendant Sullivan sold 40,000 shares and gifted 7,700 shares, or nearly 40% of his holdings for aggregate proceeds of more than $2.2 million. He sold all 40,000 in November 1996, after third quarter results were announced at an average price of approximately $55.50 per share.

56. During the Class Period, Defendant Cassidy sold 56,920 shares and gifted 3,216 shares, for aggregate proceeds of more than $3.2 million. He sold shares in November 1996 after third quarter results were announced, in February 1997 after fourth quarter and year end 1996 results were announced and in August 1997 after second quarter 1997 results were announced.

57. Despite defendants' more than year long effort to hide the truth about the Company's billing and processing delays from the market while profiting therefrom, on October 27, 1997, defendants stunned the market by announcing that for the third quarter ended September 30, 1997, the Company expects to report a charge to net earnings of between $47 and $53 million for reserves for medical claims and that the Company will report lower than expected revenues due to adjustments to membership resulting from delayed premium bills, resulting in a loss of between $.83 and $.88 per share for the quarter. Defendant Wiggins sought to explain these shocking results as follows:

These adjustment recently came to the Company's attention as a result of reviewing and reconciling previously delayed premium bills and medical claims. We overestimated how much of our customer accounts receivable were collectable, and the catch up of claims payments revealed payment obligations that exceeded our original estimates. Much of the charge relates to expenses incurred in prior periods.

58. Thus, in stark contrast to all of defendants' previous statements, they now admitted that the delay in processing claims and issuing premium bills was extremely severe and that it had negatively and substantially affected the Company's ability to collect premiums from prior periods and that it had prevented the Company from determining its medical cost liabilities.

59. The market reacted swiftly to the news which was released before the market opened on October 27, 1997, and Oxford common stock dove from $ 68.75 to $ 25.875.

60. Defendants' statements during the class Period were materially false and misleading when made because defendants knew and failed to disclose that by virtue of the computer glitches Oxford was unable to make a reasonable estimate of its collectible revenues and medical expenses and that the processing and billing delays caused by the computer conversion would have the effect of rendering millions of dollars of premiums for prior periods uncollectible, prevent the Company from discerning its medical claim liability, reducing net earnings, as well as require the Company to take charges for additional reserves.

61. Each of defendants' statements touting membership growth were also misleading because defendants knew yet failed to disclose that the Company could not support the additional members. Indeed, the Company adopted the new computer system in order to assimilate the new members and as was later disclosed, that very system impeded the Company's ability to do business and had a disastrous effect on the Company's revenues, earnings, and operating results.

62. Defendants were so successful in their scheme to hide the true magnitude of its backlog and the ramifications thereof from the market, that on October 27, 1997, the same day as the disastrous disclosure, the Wall Street Journal reported that according to UBS Securities Inc. analyst Christine Bennis Arnold, "despite grappling with the lingering fallout from an embarrassing backlog of claims earlier this year, Oxford Health Plans, Inc. should demonstrate continued strong growth in earnings and revenue for the third quarter."

63. Another analyst, Erik Anderson of Sit Investment Associates Inc., responded to the disclosure stating that "[i]t's pretty much a shock" and that "[i]nvestors were led to believe that everything was improving. Most people felt they would make their numbers."

64. As explained by Joel M. Ray, an analyst with Wheat First Butcher Singer, the debacle "was a matter of not being able to keep track of premiums, to handle bills. ... The repercussions of growth have come home to roost."

65. Had the adverse effects of assimilating the new members including the impact of the backlog of claims and premium bills been disclosed, Oxford common stock would have traded at levels well below that which it did throughout the Class Period.

66. Plaintiff repeats and realleges each and every allegation contained in the above paragraphs.

67. Throughout the Class Period, defendants, in pursuit of their scheme and continuous course of conduct to inflate the market price of Oxford common stock, knowingly or recklessly made materially misleading statements, or failed to disclose material facts necessary to make the statements made, in light of the circumstances under which they were made, not misleading.

68. During the Class Period, the defendants, and each of them, carried out a plan, scheme and course of conduct which was intended to and, throughout the Class Period, did: (i) deceive the investing public, including plaintiff and other Class members, as alleged herein; (ii) artificially inflate and maintain the market price of Oxford common stock; and (iii) cause plaintiff and other members of the Class to purchase Oxford common stock at inflated prices. In furtherance of this unlawful scheme, plan and course of conduct, defendants, and each of them, took the actions set forth herein.

69. Defendants (a) employed devices, schemes, and artifices to defraud; (b) made untrue statements of material fact and/or omitted to state material facts necessary to make the statements made not misleading; and (c) engaged in acts, practices and a course of business which operated as a fraud and deceit upon the purchasers of the Company's stock in an effort to maintain artificially high market prices for Oxford common stock in violation of Section 10(b) of the Exchange Act and Rule 10b-5. All defendants are sued either as primary participants in the wrongful and illegal conduct charged herein or as controlling persons as alleged below.

70. In addition to the duties of full disclosure imposed on defendants as a result of their making of affirmative statements and reports, or participation in the making of affirmative statements and reports to the investing public, the Individual Defendants had a duty to disseminate promptly truthful information that would be material to investors in compliance with the integrated disclosure provisions of the SEC as embodied in SEC Regulation S-X (17 C.F.R. § 210.01 et seq.) and S-K (17 C.F.R. § 229.10 et seq.) and other SEC regulations, including accurate and truthful information with respect to the Company's operations and performance so that the market prices of the Company's publicly traded securities would be based on truthful, complete and accurate information.

71. Oxford and the Individual Defendants, individually and in concert, directly and indirectly, by the use of means and instrumentalities of interstate commerce and/or of the mails, engaged and participated in a continuous course of conduct to conceal adverse material information about the Company's business, operations, and future outlook as specified herein. Oxford and the Individual Defendants employed devices, schemes and artifices to defraud, while in possession of material adverse non-public information, and engaged in acts, practices, and a course of conduct as alleged herein, in an effort to assure investors of Oxford's management, value and performance and continued substantial growth, which included the making of, or the participation in the making of, untrue statements of material facts and omitting to state material facts necessary in order to make the statements made about the Company's operations in the light of the circumstances under which they were made, not misleading, as set forth more particularly herein, and engaged in transactions, practices and a course of business which operated as a fraud and deceit upon the purchasers of Oxford common stock during the Class Period.

72. The Individual Defendants' primary liability and controlling person liability arise from the following facts: (i) the Individual Defendants were high-level executives and/or directors at the Company during the Class Period; (ii) the Individual Defendants, by virtue of their responsibilities and activities as senior officers of the Company, were privy to and participated in the drafting, reviewing and/or approving the misleading statements, releases, reports and other public representations of and about Oxford, and/or signed the Company's public filings with the SEC, which public filings contained the allegedly materially misleading statements; (iii) the Individual Defendants knew or had access to the material adverse non-public information about Oxford's business, operations, and future outlook, which were not disclosed; and (iv) the Individual Defendants were aware of the Company's dissemination of information to the investing public which they knew or recklessly disregarded was materially false and misleading.

73. The defendants had actual knowledge of the misrepresentations and omissions of material facts set forth herein, or acted with reckless disregard for the truth in that they failed to ascertain and to disclose such facts, even though such facts were available to them. Such defendants' material misrepresentations and/or omissions were done knowingly or recklessly and for the purpose and effect of concealing Oxford's operations and business affairs from the investing public and supporting the artificially inflated price of its stock. As demonstrated by defendants' statements throughout the Class Period, if they did not have actual knowledge of the misrepresentations and omissions alleged, defendants were reckless in failing to obtain such knowledge by deliberately refraining from taking those steps necessary to discover whether those statements were false or misleading.

74. As a result of the dissemination of the materially false and misleading information and failure to disclose material facts, as set forth above, the market price of Oxford common stock was artificially inflated during the Class Period. In ignorance of the fact that the market price of Oxford's publicly-traded common stock was artificially inflated, and relying directly or indirectly on the false and misleading statements made by defendants, or upon the integrity of the market in which the securities trade, and the truth of any representations made to appropriate agencies as to the investing public, at the times at which any statements were made, and/or on the absence of material adverse information that was known to or recklessly disregarded by defendants but not disclosed in public statements by defendants during the Class Period, plaintiff and the other members of the Class purchased Oxford common stock during the Class Period at artificially high prices and were damaged thereby.

75. Had plaintiff and the other members of the Class and the marketplace known of the true nature of the operations of the Company and the noncompliance with federal law, which were not disclosed by defendants, plaintiff and the other members of the Class would not have purchased or otherwise acquired their Oxford common stock during the Class Period, or, if they had acquired such common stock during the Class Period, they would not have done so at the artificially inflated prices which they paid.

76. By virtue of the foregoing, defendants have violated Section 10(b) of the Exchange Act, and Rule 10b-5 promulgated thereunder.

77. As a direct and proximate result of defendants' wrongful conduct, plaintiff and the other members of the Class suffered damages in connection with their purchases of the Company's common stock during the Class Period.

78. Plaintiff repeats and realleges each and every allegation contained in the above paragraphs, as if fully set forth herein. This claim is asserted against the Individual Defendants.

79. The Individual Defendants acted as controlling persons of Oxford within the meaning of Section 20(a) of the Exchange Act as alleged herein. By virtue of their executive positions, Board membership and stock ownership, as alleged above, the Individual Defendants had the power to influence and control and did influence and control, directly or indirectly, the decision-making of the Company, including the content and dissemination of the various statements which plaintiff contends are false and misleading. The Individual Defendants were provided with or had unlimited access to copies of the Company's internal reports, press releases, public filings and other statements alleged by plaintiff to be misleading prior to and/or shortly after these statements were issued and had the ability to prevent the issuance of the statements or cause the statements to be corrected. Oxford controlled the Individual Defendants and all of its employees.

80. In particular, the Individual Defendants had direct involvement in the day-to-day operations of the Company and therefore, are presumed to have had the power to control or influence the particular transactions giving rise to the securities violations as alleged herein, and exercised the same.

81a As set forth above, Oxford violated Section 10(b) and Rule 10b-5 by its acts and omissions as alleged in this Complaint. By virtue of their positions as controlling persons of Oxford, the Individual Defendants are liable pursuant to Section 20(a) of the Exchange Act. As a direct and proximate result of defendants' wrongful conduct, plaintiff and the other members of the Class suffered damages in connection with their purchases of the Company's common stock during the Class Period.

WHEREFORE, plaintiff prays for the following relief:

(a) An order determining that this action is a proper Class action, designating plaintiff as class representative and Lead Plaintiff and his counsel as Lead counsel;

(b) A judgment awarding plaintiff and the members of the Class compensatory damages, including rescissionary damages, where applicable, plus interest thereon;

(c) A judgment awarding plaintiff and the Class their counsel fees, experts' fees, and other costs of suit; and

(d) Such other and further relief as the Court deems proper and just.