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Stanford University Law School - Securities Class Action Clearinghouse
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David B. Zlotnick, AZ Bar No. 013123
ZLOTNICK & THOMAS
1039 North Sixth Avenue
Tucson, Arizona 85705-7709
(520) 798-3255
UNITED STATES DISTRICT COURT
DISTRICT OF ARIZONA
_______________________________________
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JIM BARGE, DONALD W. ALEXANDER and | Civil Action No.
EDUARD KORSINSKY on behalf of | CIV 96-0094 PHX SMM
themselves and all others similarly | Filed Jan 10 1996
situated, | CLASS ACTION
| COMPLAINT
Plaintiffs, |
| JURY TRIAL
-against- | DEMANDED
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UNITECH INDUSTRIES, INC., JOHN F. |
LONDELIUS and KENNETH F. LIND, |
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Defendants. |
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Plaintiffs, individually and on behalf of all others
similarly situated, by their undersigned attorneys, for their
complaint, allege upon personal knowledge with respect to the
information set forth in paragraph 4 and upon information and
belief based upon the investigation of their counsel and
information from the sources set forth herein, as to all other
matters, as follows:
JURISDICTION AND VENUE
1. This action arises under Sections 10(b), 20(a) and
20(A)(a) of the Securities Exchange Act of 1934 (the "1934 Act"),
15 U.S.C. §§ 78, et seq., and the rules and regulations
promulgated thereunder by the Securities and Exchange Commission
(the "SEC"), including Rule 10b-5, 17 C.F.R. § 240.10b-5. This
Court has jurisdiction over the subject matter of this action
pursuant to § 27 of the 1934 Act, 15 U.S.C. § 78aa, and 28 U.S.C.
§§ 1331 and 1367 (a).
2. Venue is proper under the 1934 Act and 28 U.S.C. §
1391. Many of the acts charged herein, including the
dissemination of the public statements which contained materially
false and misleading information, occurred in this District. The
principal place of business of the corporate defendant, Unitech
Industries, Inc., is located within this District and the
defendants reside or transact business in this District.
3. In connection with the conduct complained of
herein, defendants, directly or indirectly, used the means and
instrumentalities of interstate commerce, including the mails,
interstate telephone communications and the facilities of the
national securities exchanges.
THE PARTIES
4. a. Plaintiff Jim Barge purchased 1,000 shares on
July 18, 1995 at $12 3/4, 380 shares on September 25, 1995 at $14
1/2, and 500 shares on November 8, 1995 at $11 3/8 of the common
stock of Unitech Industries, Inc. ("Unitech" or the "Company")
and has suffered damages as a result of the defendants'
misconduct alleged herein.
b. Plaintiff Donald W. Alexander purchased 100
shares of Unitech common stock at $9.50 on November 20, 1995 and
has suffered damages as a result of the defendants' misconduct
alleged herein.
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c. Plaintiff Eduard Korsinsky purchased 500
shares of Unitech common stock at $12.875 on July 11, 1995 and
has suffered damages as a result of the defendants' misconduct
alleged herein.
5. Defendant Unitech is a California corporation with
executive offices located at 15035 North 75th Street, Scottsdale,
Arizona. At all relevant times, Unitech's common stock has been
listed and actively traded over-the-counter in an efficient
market on the National Association of Securities Dealers
Automated Quotation ("NASDAQ") System. As of April 30, 1995,
there were approximately 6.4 million shares of Unitech common
stock outstanding. At all times relevant to this action, Unitech
traded actively in an efficient, open and well-informed market
which assimilated the information disseminated publicly by
Unitech.
6. Defendant John F. Londelius ("Londelius") was, at
all relevant times until on or about December 15, 1995, President
and Chief Executive Officer and a Director of Unitech. Defendant
Londelius joined Unitech as Vice President of Marketing and Sales
in January 1992 and was appointed Chief Executive Officer and
President of the Company in March 1994. On or about December 15,
1995, defendants issued a press release stating that Londelius
had retired from his position as Chief Executive Officer but
would remain on the Unitech board of directors. On or about
December 21, 1995, in the wake of the Company's announcement that
it might have to seek the protection of the bankruptcy court, it
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was reported that defendant Londelius had been forced to resign
his position on the Unitech board of directors.
7. Defendant Kenneth F. Lind ("Lind") was, at all
relevant times until December 15, 1995, Chief Operating Officer
of Unitech. Lind joined the Company in May 1994 as Chief
Operating Officer. On or about December 15, 1995, defendants
issued a press release stating that defendant Lind had succeeded
defendant Londelius as President of Unitech. On or about
December 21, 1995, in the wake of the Company's announcement that
it might have to seek the protection of the bankruptcy court, it
was reported that defendant Lind had been forced to resign his
position as President and his seat on the Unitech board of
directors.
8. The above-named individual defendants (hereinafter
the "Individual Defendants") as officers and/or directors of the
Company are and/or were controlling persons of Unitech within the
meaning of Section 20 of the 1934 Act. The Individual Defendants
knew or were reckless in not knowing that Unitech's public
statements materially misrepresented Unitech's true financial
condition. The Individual Defendants had the power and influence
and exercised the same over Unitech to engage in the unlawful
practices complained of herein. By reasons of their senior
management positions with the Company and membership on the
Company's board of directors, the Individual Defendants had
access to the adverse non-public information concerning Unitech's
true financial condition, and were able to and did, directly or
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indirectly, in whole or in part, control the contents of various
reports and filings with the SEC and public statements issued by
Unitech. As directors and officers of Unitech, the Individual
Defendants are personally liable for the misrepresentations and
omissions alleged herein.
CLASS ALLEGATIONS
9. Plaintiffs bring this action as a class action
pursuant to Federal Rules of Civil Procedure 23(a) and (b)(3) on
behalf of a class (the "Class") consisting of all persons or
entities who purchased the common stock of Unitech during the
period March 16, 1995 to December 20, 1995, inclusive (the "Class
Period"). Excluded from the Class are defendants, members of the
Individual Defendants' immediate families, any person, firm,
trust, corporation, officer, director or other individual or
entity in which any defendant has a controlling interest or which
is related to or affiliated with any of the defendants, and the
legal representatives, heirs, successors-in-interest or assigns
of any such excluded party.
10. The members of the Class are so numerous that
joinder of all members is impracticable. While the exact number
of Class members is unknown to the plaintiffs at this time and
can only be ascertained through appropriate discovery, plaintiffs
believe there are, at a minimum, hundreds of members of the Class
who traded Unitech common stock during the Class Period based on
the average daily trading volume of Unitech stock and the fact
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that during the Class Period there were over 6.4 million shares
of Unitech common stock outstanding.
11. 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 the federal securities laws were
violated by defendants' acts as alleged herein;
b. whether documents, releases and statements
disseminated to the investing public and Class members during the
Class Period omitted and/or misrepresented material facts about
the business and finances of Unitech;
c. whether the market price of Unitech's common
stock during the Class Period was artificially inflated because
of the non-disclosures and/or misrepresentations complained of
herein; and
d. whether the members of the Class have
sustained damages and, if so, what is the proper measure of
damages.
12. Plaintiffs' claims are typical of the claims of
the members of the Class as plaintiffs and all members of the
Class sustained damages arising out of defendants' wrongful
conduct in violation of federal law complained of herein.
13. Plaintiffs will fairly and adequately protect the
interests of the members of the Class and have retained counsel
competent and experienced in class and securities litigation.
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Plaintiffs have no interests which are contrary to or in conflict
with, those of the Class they seek to represent.
14. A class action is superior to other available
methods for the fair and efficient adjudication of this
controversy since joinder of all members of the Class is
impracticable. Furthermore, because the damages suffered by
individual Class members may be relatively small, the expense and
burden of individual litigation make it impossible for the Class
members individually to redress the wrongs done to them. There
will be no difficulty in the management of this action as a class
action.
15. The names and addresses of the record owners of
the shares of Unitech common stock purchased during the Class
Period are available from Unitech's transfer agent or from the
Company itself. Notice can be provided to record owners by a
combination of published notice and first class mail using
techniques and a form of notice similar to those customarily used
in class actions arising under the federal securities laws.
16. Brokers nationwide have immediate access to press
releases and trading information about Unitech through computer
and newswire services. These systems display, within minutes of
the release of news or transactions taking place, pertinent
information and the most recent trades and prices. These
systems, including NASDAQ, also make it possible to trade Unitech
with others in a timely manner. As a result, Unitech's common
stock trades in an efficient market.
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17. Plaintiffs will rely, in part, upon the
presumption of reliance established by the fraud-on-the-market
doctrine in that:
(a) defendants made public misrepresentations or
failed to disclose material facts during the Class Period;
(b) the omissions and misrepresentations were
material;
(c) the common stock of Unitech traded in an
efficient market;
(d) the misrepresentations alleged would tend to
induce a reasonable investor to misjudge the value of Unitech's
common stock; and
(e) plaintiffs and the members of the Class
purchased their Unitech common stock between the time the
defendants failed to disclose or misrepresented material facts
and the time the true facts were disclosed, without knowledge of
the omitted or misrepresented facts.
18. Based upon the foregoing, plaintiffs and the
members of the Class are entitled to a presumption of reliance
upon the integrity of the market for, at least, the purpose of
class certification, as well as for ultimate proof of the claims
on their merits.
SUBSTANTIVE ALLEGATIONS
Background Regarding the Company
19. Since 1987, Unitech has designed, developed,
manufactured and marketed a line of cellular phone accessory
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products, including battery packs, battery chargers, power
suppliers, and hands-free speaker phone kits. The Company
designs and manufactures its accessory products for use with most
cellular phones, including cellular phones manufactured or
marketed by AT&T, Fujitsu, JRCI, Motorola, Nokia, Panasonic,
Sony, Toshiba and many others. The Company markets its products
(i) under private market label agreements with firms that market
cellular products under their own trade names, (ii) under
agreements with cellular phone manufacturers that wish to expand
their cellular phone product lines to include accessory products
under their own trade names, and (iii) under its own trade name,
"Unitech", to retail dealers and distributors.
20. Unitech, which claims to have been profitable
every year since its founding in 1986, has reported increased
sales, net income and earnings per share since it went public on
November 16, 1994. The Company's initial public offering (the
"IPO") consisted of 2.2 million shares of common stock at a price
of $6 per share. The IPO Prospectus dated November 16, 1994
stated (at page 8 thereof) that based on its then-current plans,
the proceeds of the IPO, together with projected cash flow from
operations, "will be sufficient to satisfy its contemplated cash
requirements for at least 18 months following the consummation"
of the IPO. A virtually identical statement was repeated at page
13 of the IPO Prospectus.
21. Following the IPO, on or about February 13, 1995,
defendants issued or caused to be issued an Annual Report to
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Shareholders and Form 10-K SB for the fiscal year ended October
31, 1994 reporting substantial growth in Unitech's business and
earnings for fiscal 1994. Sales for fiscal 1994 reportedly
increased 26% to $10.3 million, compared to fiscal 1993, and
earnings reportedly rose 173% to $646,959. The Form 10-K SB also
stated (at page 10 thereof) that Unitech management believed that
cash flow from operations along with the net proceeds of the IPO,
"will provide sufficient capital and liquidity for the next 18
months." During the first nine months of fiscal 1995, through
the close of the third fiscal quarter ended July 31, 1995,
Unitech's profits reportedly doubled to $974,000 or $.16 per
share, on revenues of $18.2 million, almost a 300% increase in
revenues over the comparable period in the prior year. Such
performance resulted in Unitech's being rated No. 58 in a rating
of 100 "hot growth" companies by Business Week. Unitech's
reputation as a growth company resulted in market prices
representing a relatively high multiple of the Company's
earnings. Unitech's stock market price was dependent on the
maintenance of the Company's growth record. As such, Unitech's
officers and managers were placed under substantial pressure to
provide continually increasing growth.
Unitech's First Fiscal Quarter Results
22. On or about March 16, 1995, defendants announced
Unitech's results for the first fiscal quarter ended January 31,
1995. Net income reportedly rose 38% to $264,423 or $.048 per
share from $192,052 or $.035 per share in the prior year. Sales
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for the quarter were $3 million compared to $2.3 million in the
same period of the prior year. On or about the same day, Unitech
filed a Form 10-Q for the first fiscal quarter with the SEC
reporting the same results contained in the March 16, 1995 press
release. Defendants failed to disclose in the first quarter Form
10-Q any difficulties which the Company was experiencing with
regard to operating cash flow or liquidity.
Unitech's Second Fiscal Quarter Results
23. On or about June 20, 1995, defendants announced a
97% increase in net income for the second fiscal quarter ended
April 30, 1995. Some of the increase was attributed to an
acquisition of Solidex Inc. and Hericson International Ltd. The
Company's net income for the second quarter was $395,405 or $.07
per share, compared to net income of $200,949 in the prior
comparable period. Revenues for the quarter were $5.9 million
compared to $2.5 million in the prior year's second quarter. On
the same day, Unitech filed a Form 10-Q for the second fiscal
quarter with the SEC reporting the same results contained in the
June 20 press release. Defendants failed to disclose in the Form
10-Q's Management's Discussion and Analysis of the Company's
liquidity and capital resources that the Company was experiencing
any difficulties with regard to operating cash flow or liquidity.
24. On or about August 9, 1995, defendant Lind filed a
Form 4 with the SEC reporting his sale of his entire stake of
Unitech stock -- 5000 shares -- in the open market on July 25,
1995 at a price of $13.12 per share. Defendant Lind had
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purchased those shares at a price of $3.60 per share on December
1, 1994.
Unitech's Third Fiscal Quarter Results
25. On September 19, defendants publicly announced
Unitech's third fiscal quarter results which represented a 585%
increase in net income and a 344% increase in net sales.
Reported net income was $584,349 or $.09 per share compared to
$85,352 or $.01 per share in the prior year's third quarter.
Sales for the quarter were $9.9 million compared to $2.2 million
in the prior year's comparable quarter. For the nine month
period ended July 31, 1995, net income was approximately $974,000
or $.16 per share, up 104% from the comparable period in the
prior fiscal year. Concurrent with the announcement of Unitech's
third fiscal quarter results, defendant Londelius announced that
a new chief financial officer had been hired. On or about
September 19, 1995, Unitech filed its Form 10-Q for the quarter
ended July 31, 1995 reporting the same results contained in the
September 19th release. Defendants failed to disclose in the
Form 10-Q's Management's Discussion and Analysis of the Company's
liquidity and capital resources that the Company was experiencing
any difficulties with regard to operating cash flow or liquidity.
Defendants' Material Misstatements and Omissions
26. Each of the March 16, June 20 and September 19,
1995 public announcements and the first, second and third
quarter Forms 10-Q were materially false and misleading because
they were not prepared in conformity with generally accepted
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accounting principles and materially overstated the net income,
earnings per share and assets of Unitech. In particular, each of
the foregoing statements issued or caused to be issued by
defendants failed to disclose that the Company was experiencing
material problems with regard to operating cash flow and
liquidity.
27. On or about October 15, 1995, The Arizona Republic
reported on Unitech which was then trading in the open market at
roughly $12 per share. The article noted that the Company's
accounts receivable and inventories had increased substantially
from October 31, 1994 through July 31, 1995 which increase might
point to difficulties in collecting debts and selling products.
In response, defendant Lind reportedly stated that the inventory
increases and increases in receivables were in anticipation of
the holiday season, the busiest time of year for sales to mass
merchandisers. The foregoing statement was materially false and
misleading in that it sought to dispel any concerns surrounding
the root causes of the increases in inventory and receivables and
failed to disclose that the Company was experiencing material
operating cash flow and liquidity problems.
28. On or about October 17, 1995, Blake Willison,
vice-president of Unitech, sold 5000 shares of Unitech stock in
the open market at a price of $13.75 per share, reducing his
holdings to 3000 shares. On the same day, Paul Janssens-Lens, a
non-management director of Unitech sold 41,250 shares of Unitech
common stock at a price of $13.24 per share in the open market.
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29. On or about October 19, 1995, defendant Londelius
sold 20,000 shares, almost one half of his 45,000 share stake in
Unitech, at prices ranging from $13.41 to $14.00 per share.
30. On or about December 15, 1995, Bloomberg News
Service reported that Unitech's stock market price had risen by
$1, to $10 7/8 and that trading volume exceeded the three month
daily average in the wake of the announcement of Londelius'
retirement and the appointment of Gerald Bellis as Unitech's
Chief Executive Officer. Londelius was quoted as stating that
the management changes are a "very positive move" for both the
Company and himself, that his successor, Gerald Bellis, had the
ability to "take Unitech to the next level", and that he was
"confident" in defendant Lind's abilities and strengths.
31. On December 21, 1995 before the opening of
trading, Unitech publicly announced that it expected to report a
"significant loss" for the year ended October 31, 1995. As a
result of the magnitude of this loss, the Company stated that it
believed that financial results reported in the quarterly reports
on Form 10-Q for each of the first three fiscal quarters of
fiscal 1995 may have been materially misstated. Unitech
requested that NASDAQ suspend trading of its stock pending
dissemination of the foregoing information. According to the
Company, the magnitude of the loss will not be known until the
year-end audit is completed by the Company's auditors. Defendant
Lind was forced to resign as president and director, and
defendant Londelius (who days before had retired from his
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position as the Company's Chief Executive Officer) was forced to
resign as director.
32. In the same announcement, Unitech also said it was
experiencing cash flow difficulties that, if not remedied, may
cause the Company to default on its current debt obligations, and
that the Company may be forced to seek protection from its
creditors. Unitech also said that it does not currently have
available sources of financing, but intends to seek additional
debt or equity financing, and that a significant infusion of
capital is necessary to allow the Company to meet its current
obligations and conduct its business.
33. On December 20, 1995, Unitech's stock closed
trading at $10.75 per share. On December 21, 1995, trading was
delayed in Unitech stock. Upon reopening of trading, as reported
on the Dow Jones Newswire, Unitech stock was traded as low as
$1.50 per share, a decrease of more than 80%. During the Class
Period, Unitech stock traded at prices as high as $16.50 per
share.
Evidence of Scienter
34. Throughout the Class Period, certain Company
officers sought to take advantage of the artificially inflated
market prices for Unitech common stock by selling shares during
this period prior to the December 21, 1995 announcement.
35. The following officers and/or directors of Unitech
sold Unitech stock during the Class Period while in possession of
material, adverse information:
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Name Position Date Shares Price
Kenneth Lind Chief Operating Officer 7/25/95 5000 $13.12
Director
John President 10/19/95 20,000 $13.41
Londelius Chief Executive Officer -14.00
Director
Blake Willison Vice-President 10/17/95 5000 $13.75
Paul Janssens Director 10/17/95 41,250 $13.24
-Lens
36. These individuals, based on their positions as
officers within the Company, were privy to confidential
information concerning Unitech's business prospects and future
earnings, including the adverse facts particularized herein, as
evidenced by their insider sales of Unitech stock as well as by
the forced resignations of the Individual Defendants.
Notwithstanding their duty to refrain from trading in the
Company's common stock under these circumstances, the Individual
Defendants sold stock prior to the public disclosure of the
material adverse facts described herein.
37. The Individual Defendants engaged in the above
scheme or course of conduct in order to maintain the illusion of
continually increasing growth; to protect and enhance their
executive positions and substantial compensation; to enhance the
value of their personal Unitech stock holdings; and to sell
shares of Unitech common stock that they owned at materially
inflated prices to obtain improper profits.
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CAUSE OF ACTION
Section 10(b) And Rule 10b-5
Thereunder And Section 20 Of The
Exchange Act (On Behalf of The Class)
38. At all relevant times, the defendants,
individually and in concert, directly and indirectly, by the use
and means of instrumentalities of interstate commerce and/or of
the mails, engaged and participated in a continuous course of
conduct and conspiracy whereby they knowingly and/or recklessly
failed to correct public representations which had become
materially false and misleading regarding Unitech's net income,
earnings and assets. This continuous course of conduct and
conspiracy resulted in the defendants' allowing Unitech to
publish public statements, which they knew, or were reckless in
not knowing, were materially false and misleading, which
materially influenced the market price of Unitech stock and which
operated as a fraud and deceit upon the members of the Class.
39. Defendant Unitech is a direct participant in the
wrongs complained of herein. The Individual Defendants are
liable as direct participants in the wrongs complained of herein
and as controlling persons of Unitech. Because of their
positions of control and authority as officers and directors of
Unitech, the Individual Defendants were able to and did, directly
or indirectly, control the content of the aforesaid statements
relating to Unitech, and/or the failure to correct those
statements in a timely fashion once they knew or were reckless in
not knowing, that those statements were no longer true or
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accurate. The Individual Defendants caused or controlled the
issuance of public statements and the failure to correct such
public statements containing misstatements and omissions of
material facts as alleged herein.
40. The Individual Defendants had actual knowledge of
the facts making the material statements false and misleading, or
acted with reckless disregard for the truth in that they failed
to ascertain and to disclose such facts, even though same were
available to them.
41. By virtue of the foregoing, defendants have
violated Section 10(b) of the 1934 Act and Rule 10b-5
promulgated thereunder, and the Individual Defendants also are
liable as controlling persons pursuant to Section 20(a) of the
1934 Act.
42. In ignorance of the adverse facts concerning
Unitech's business operations and reported revenues and earnings
and in reliance on the integrity of the market, plaintiffs and
the members of the Class acquired Unitech common stock at
artificially inflated prices and were damaged thereby.
43. Had plaintiffs and the members of the Class known
of the materially adverse information not disclosed by the
defendants, they would not have purchased Unitech common stock at
all or not at the inflated prices paid.
44. This action has been brought within one year after
the discovery of the untrue statements and omissions and within
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three years after the issuance of the statements and omissions
complained of herein.
45. By virtue of the foregoing, each of the defendants
has violated Section 10(b) and each of the Individual Defendants
has violated Section 20(a) of the Exchange Act, and Rule 10b-5
promulgated thereunder.
Insider Trading Under Section
20(A)(a) of the 1934 Act as
against the Individual Defendants
46. This claim is asserted by plaintiffs and the other
members of the Class against the Individual Defendants.
47. During the Class Period, defendants Lind and
Londelius occupied positions with Unitech which made each privy
to confidential information concerning the Company, its
operations, finances, future business and earnings prospects,
including but not limited to, the material adverse information
regarding Unitech's financial results, cash flow difficulties,
liquidity and ability to meet its debt obligations.
48. Notwithstanding their duty to refrain from trading
in Unitech stock unless they disclosed the foregoing material
adverse facts and in violation of their fiduciary duties to
plaintiffs and the Class defendants Lind and Londelius sold
25,000 shares of Unitech stock, which represented all of Lind's
holdings and almost half of Londelius' holdings,
contemporaneously with plaintiffs' and other Class members'
purchases of Unitech stock.
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49. The Individual Defendants sold their shares of
Unitech common stock, as alleged above, at market prices
artificially inflated by the nondisclosures and/or
misrepresentations of material adverse facts in public statements
released during the Class Period.
50. The Individual Defendants knew that they were in
possession of material adverse information which was not known to
the investing public, including plaintiffs and the other members
of the Class. Before selling their stock to the public, the
Individual Defendants were required to disclose this information
to plaintiffs and the other members of the Class.
51. By reason of the foregoing, the Individual
Defendants, directly or indirectly, by use of the means or
instrumentalities of interstate commerce, the mails and/or the
facilities of the national securities exchanges, employed
devices, schemes and artifices to defraud, and engaged in acts
and transactions and a course of business which operated as a
fraud or deceit upon members of the investing public who
purchased Unitech stock during the Class Period.
52. This action was commenced within five years of the
last transaction that is the subject of the violation of Section
20(A).
53. As a result of the foregoing, plaintiffs and the
other members of the Class have suffered substantial damages.
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PRAYER FOR RELIEF
WHEREFORE, plaintiffs demand judgment:
A. Determining that the instant action is a proper
Class Action maintainable under Rule 23 of the Federal Rules of
Civil Procedure;
B. Awarding compensatory damages as appropriate
against defendants, jointly and severally, and in favor of
plaintiffs and all members of the Class for harm sustained as a
result of defendants' wrongdoing;
C. Awarding plaintiffs and members of the Class the
costs and disbursements of this suit, including reasonable
attorneys', accountants' and experts' fees; and
D. Awarding such other and further relief as the
Court may deem just and proper.
Dated: January 9, 1996
ZLOTNICK & THOMAS
By:________________________
David Zlotnick
1039 North Sixth Avenue
Tucson, Arizona 85705-7709
(520) 798-3255
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ABBEY & ELLIS
212 East 39th Street
New York, New York 10016
(212) 889-3700
LAW OFFICE OF HAROLD B. OBSTFELD
500 Fifth Avenue, 56th Floor
New York, New York 10110
(212) 391-4150
SCHIFFRIN & CRAIG., LTD.
Three Bala Plaza East
Suite 400
Bala Cynwyd, Pennsylvania 19004
(610) 667-7706
Attorneys for Plaintiffs
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SWORN CERTIFICATION
I Jim Barge certify that:
1. I have reviewed the complaint and authorized its
filing.
2. I did not purchase the security that is the subject
of this action at the direction of plaintiff's counsel or in order
to participate in any private action arising under the federal
securities laws.
3. I am willing to serve as a representative party on
behalf of a class and will testify at deposition and trial, if
necessary.
4. My transactions in the security that is the subject
of this litigation during the class period set forth in the
complaint are as follow:
Purchase of 1000 shares on July 18, 1995 at $12.75 per
share
Purchase of 380 shares on September 25, 1995 at $14.50
per share
Purchase of 500 shares on November 8, 1995 at $11.375 per
share
5. I have not served as or sought to serve as a
representative party on behalf of a class in an action arising
under the federal securities laws during the last three years.
6. I will not accept any payment for serving as a
representative party, except to receive my pro rata share of any
recovery or as ordered or approved by the court including the award
to a representative of reasonable costs and expenses (including
lost wages) directly relating to the representation of the class.
The foregoing are, to the best of my knowledge and
belief, true and correct statements.
______________________
Sworn to before me this
4 day of December, 1995
__________________________
Notary Public
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SWORN CERTIFICATION
I, Donald W. Alexander, certify that:
1. I have reviewed the Complaint and authorized its filing.
2. I did not purchase the security that is the subject of
this action at the direction of plaintiff's counsel or in order to
participate in any private action arising under the federal
securities laws.
3. I am willing to serve as a representative party on behalf
of a class and will testify at deposition and trial, if necessary.
4. My transaction in the security that is the subject of
this litigation during the class period set forth in the Complaint
is as follows: Purchase of 100 shares on November 20, 1995 at
$9.50 per share.
5. I have not served as or sought to serve as a
representative party on behalf of a class in an action arising
under the federal securities laws during the last three years.
6. I will not accept any payment for serving as a
representative party, except to receive my pro rata share of any
recovery or as ordered or approved by the Court including the award
to a representative of reasonable costs and expenses (including
lost wages) directly relating to the representation of the class.
The foregoing are, to the best of my knowledge and belief,
true and correct statements.
________________________
DONALD W. ALEXANDER
SWORN CERTIFICATION
I, Eduard Korsinsky, certify as follows:
1. I have reviewed the complaint and authorized its filing.
2. I did not purchase the security that is the subject of
this action at the direction of plaintiff's counsel or in order to
participate in any private action arising under this title.
3. I am willing to serve as a representative party on
behalf of a class and will testify at deposition and trial if
necessary.
4. My transaction in the security that is the subject of
this litigation during the class period set forth in the
complaint is the purchase of 500 shares of the common stock of
Unitech Industries, Inc. at $12.875 per share on July 11, 1995.
5. I have never served as a representative party on behalf
of a Class under this title.
6. I will not accept any payment for serving as a
representative party, except to receive my pro rata share of any
recovery, or as ordered or approved by the Court including the
award to a representative of reasonable costs and expenses
(including lost wages) directly relating to the representation of
the Class.
____________________
EDUARD KORSINSKY
Sworn to before me this
2nd day of January, 1996.
_________________________
Notary Public
|
Securities Class Action Clearinghouse |
U.S.D.C. N.D. Cal. |
Robert Crown Law Library |
Stanford Law School |