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Vitesse Semiconductor Corporation Summary: A press release dated August 13, 2008 announced that Vitesse Semiconductor Corporation (Pink Sheets:VTSS) has received final approval from the U.S. District Court for the Central District of California of its settlements of the consolidated federal securities class action and all related federal and state shareholder derivative actions that were filed against the Company. The previously disclosed settlements required that Vitesse adopt corporate governance measures which include implementing certain policies for stock option grants and compensation decisions, incorporating greater shareholder participation in the procedures for nominating independent directors, adopting additional standards of director independence, and adding a lead independent director. Vitesse has commenced implementing these measures. According to the stipulation of preliminary settlement entered on August 14, 2008, a proposed amount of $7,750,000 should be used as the settlement fund.
According to a press release dated January 28, 2008, Nu Horizons Electronics Corp. (Nasdaq:NUHC) announced today that the class-action against both Nu Horizons and its wholly-owned subsidiary Titan Supply Chain Services Corp. as co-defendants, which was previously commenced by a group of Vitesse shareholders, has been dismissed against Nu Horizons and Titan. The judge presiding over the action cited the recent Supreme Court decision in Stoneridge Investment v. Scientific-Atlanta, Inc. et al as controlling and foreclosing the plaintiff's attempt to plead liability on the part of Nu Horizons and Titan for Vitesse’s alleged financial misstatements. The action was dismissed with prejudice, although the plaintiffs have the ability to appeal the court’s decision.
According to the Notice of Pendency and Proposed Partial Settlement dated January 18, 2008, a hearing will be held on March 17, 2008, at 10:00 a.m., before the Honorable Manuel L. Real, Courtroom 8, United States District Judge, United States District Court, Central District of California,Western Division, 312 North Spring Street, Los Angeles, California. The purpose of the Settlement Hearing will be to determine: (A) whether the partial settlement consisting of $10,200,000 in cash and 3,922,669 shares of Vitesse common stock should be approved as fair, reasonable and adequate to the Members of the Class (as defined below); (B) whether the proposed plan to distribute the settlement proceeds (the “Plan of Allocation”) is fair, reasonable, and adequate; and (C) whether the Litigation should be dismissed with prejudice as to the settling defendants. The Court may adjourn or continue the Settlement Hearing without further notice to the Class. … Non-Settling Defendants means KPMG LLP; Silicon Valley Bank; and Titan Supply Chain Services Corp. (f/n/a Titan Logistics Corp.).
According to a press release dated January 9, 2008, Vitesse Semiconductor Corporation (Pink Sheets:VTSS) has received preliminary approval from the U.S. District Court for the Central District of California to settle all federal securities class action claims and all related federal and state shareholder derivative actions that were filed against the Company. The previously disclosed settlement requires that Vitesse adopt certain corporate governance measures which include implementing certain policies for stock option grants and compensation decisions, incorporating greater shareholder participation in the procedures for nominating independent directors, adopting additional standards of director independence, and adding a lead independent director. Vitesse will also be implementing additional accounting policies, procedures and guidelines. The Court has scheduled a final hearing on the matters for March 17, 2008 in Los Angeles. The actions were filed starting in April 2006 and were based on allegations of stock option backdating and accounting manipulations.
On September 26, 2006 the judge appointed Rodriguez Groups to act as lead plaintiffs and approved plaintiff's selection of Abbey, Spanier, Rodd, Abrams and Paradis LLP as lead counsel. On October 4, 2007, the Lead Plaintiffs filed a Consolidated Class Action Complaint. Before the defendants filed any motion to dismiss, the parties filed a Stipulation of Settlement on October 11, 2007, and an Amended Stipulation of Settlement November 26, 2007.
Several purported shareholder class action lawsuits have been filed against Vitesse Semiconductor Corporation, certain of its officers and directors and the Company's auditors, alleging violations under the Securities Exchange Act of 1934, 15 U.S.C. Section 78(i)(b), 78(t) and 78t-1(a) and Rule 10b-5, promulgated thereunder, 17 C.F.R. Section 240.10b-5 (the "Class").
Specifically, the Complaint alleges that throughout the Class Period, defendants issued numerous, positive press releases, statements and quarterly financial reports filed with the SEC that described the Company's financial performance. These statements were materially false and misleading because they failed to disclose and misrepresented the following adverse facts, among others: (a) that there were issues concerning the credits issued to or requested by customers (for returned products or otherwise) and the related accounting treatment; (b) that the Company improperly applied payments received to the proper accounts receivable; (c) that the Company's accounts receivable and revenues may have been misstated; (d) that there was misuse of stock option grants, the timing of such grants, and other related accounting and documentation issues; (e) that the Management Report on Internal Control over Financial Reporting as of September 30, 2005 could not be relied upon; (f) that the Company lacked adequate internal controls and was therefore unable to ascertain its true financial condition; and (g) that as a result of the foregoing, defendants engaged in improper accounting practices.
INDUSTRY CLASSIFICATION:
SIC Code: 3674
Sector: Technology
Industry: Semiconductors
| COMPANY/ISSUER NAME: | Vitesse Semiconductor Corporation |
| COMPANY/ISSUER TICKER: | VTSS |
| COMPANY WEBSITE: | http://www.vitesse.com |
| FIRST IDENTIFIED COMPLAINT IN THE DATABASE | |||||||||||||||||
| Louis Grasso, et al. v. Vitesse Semiconductor Corporation, et al. | |||||||||||||||||
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| DOCUMENTS FOR THE FIRST IDENTIFIED COMPLAINT | |||
| Class Action Complaint - Jury Trial Demanded | |||
| Type: Complaint | Date on the document: 05/01/2006 | ||
| Order Appointing Lead Plaintiff and Lead Counsel | |||
| Type: Order | Date on the document: 09/29/2006 | ||
| US District Court Civil Docket | |||
| Type: Docket | Date on the document: 11/28/2006 | ||
| REFERENCE COMPLAINT | |||||||||||||||||
| In Re: Vitesse Semiconductor Corporation Securities Litigation | |||||||||||||||||
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| DOCUMENTS FOR THE REFERENCE COMPLAINT | |||
| Consolidated Class Action Complaint | |||
| Type: Complaint | Date on the document: 10/04/2007 | ||
| Notice Of Pendency And Proposed Partial Settlement Of Class Action | |||
| Type: Notice | Date on the document: 01/18/2008 | ||
| Proof of Claim and Release | |||
| Type: Other | Date on the document: 01/18/2008 | ||
| US District Court Civil Docket | |||
| Type: Docket | Date on the document: 8/14/2008 | ||
| OTHER DOCUMENTS | |||
| Class Action Complaint for Violations of Federal Securities Laws - Jury Trial Demanded | |||
| Case Name and/or Number: Tammy Neuman, et al. v. Vitesse Semiconductor Corporation, et al. | |||
| Type: Complaint | Date on the document: 05/01/2006 | ||
| Class Action Complaint for Violation of Federal Securities Laws - Jury Trial Demanded | |||
| Case Name and/or Number: [Unknown plaintiff], et al. v. Vitesse Semiconductor Corporation, et al. | |||
| Type: Complaint | Date on the document: 05/02/2006 | ||
| Federal Securities Class Action Complaint - Jury Trial Demanded | |||
| Case Name and/or Number: Ira M. Newman, et al. v. Vitesse Semiconductor Corporation, et al. | |||
| Type: Complaint | Date on the document: 05/02/2006 | ||
| Class Action Complaint For Violations Of Federal Securities Laws | |||
| Case Name and/or Number: Herman, et al. v. Vitesse Semiconductor Corporation, et al. | |||
| Type: Complaint | Date on the document: 05/15/2006 | ||
| U.S. District Court Civil Docket | |||
| Case Name and/or Number: Ira M. Newman, et al. v. Vitesse Semiconductor Corporation, et al. | |||
| Type: Docket | Date on the document: 07/21/2006 | ||
| U.S. District Court Civil Docket | |||
| Case Name and/or Number: Chiwanda Duplantier, et al. v. Vitesse Semiconductor Corporation, et al. | |||
| Type: Docket | Date on the document: 07/21/2006 | ||
| U.S. District Court Civil Docket | |||
| Case Name and/or Number: Merit B. Herman, et al. v. Vitesse Semiconductor Corporation, et al. | |||
| Type: Docket | Date on the document: 07/21/2006 | ||
| U.S. District Court Civil Docket | |||
| Case Name and/or Number: Michael P. Broida, et al. v. Vitesse Semiconductor Corporation, et al. | |||
| Type: Docket | Date on the document: 07/21/2006 | ||
| U.S. District Court Civil Docket | |||
| Case Name and/or Number: Cynthia A. McNamara, et al. v. Vitesse Semiconductor Corporation, et al. | |||
| Type: Docket | Date on the document: 07/21/2006 | ||
| U.S. District Court Civil Docket | |||
| Case Name and/or Number: Tammy Neuman, et al. v. Vitesse Semiconductor Corporation, et al. | |||
| Type: Docket | Date on the document: 09/06/2006 | ||
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