Openwave Systems Inc. - Securities Class Action

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Copyright (c) 2001
Stanford Law School

Openwave Systems Inc. Summary: The complaint charges Openwave and certain of its officers with violations of Section 10(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 10b-5 promulgated thereunder by the United States Securities and Exchange Commission (the "SEC"), and Section 20(a) of the Exchange Act.

Specifically, the complaint alleges that in 2000 and 2001, the senior executives of Openwave caused the Company to grant to its executives and certain other employees of the Company stock options that improperly had exercise prices below the market price of Openwave stock on the actual date of grant. The Company and the Individual Defendants (defined below) failed to disclose this fact, and instead issued numerous false and misleading public statements misrepresenting the Company's financial statements, including its accumulated deficit, in violation of generally accepted accounting principles ("GAAP"). When these improper grants and the improper accounting concealing them were finally revealed to the public, the price of Openwave stock declined dramatically, causing substantial damages to investors.

The complaint further alleges that on or around December 1, 2006, the Company issued a press release and filed its Form 10-K for the fiscal year ended June 30, 2006 (the "2006 10-K") disclosing, for the first time, that its previously reported financial results were inaccurate and were being restated. Specifically, the Company increased its accumulated deficit by $182 million to correct for option expenses that were improperly under-reported between 2001 and 2005.

On May 30, 2007, the Court entered the Case Management Order signed by U.S. District Judge Denise L. Cote. Several actions are consolidated under In re Openwave Systems Securities Litigation, Master File 07cv1309. The Arkansas Teacher Retirement System is appointed lead plaintiff; Bernstein Litowitz Berger & Grossmann LLP shall serve as lead counsel for all plaintiffs in the consolidated actions and the class. On August 3, 2007, the plaintiff filed a Correct Consolidated and Amended Class Action Complaint.

On August 10, 2007, a motion to dismiss the consolidated amended complaint was filed by J.P. Morgan Securities, Inc., Lehman Brothers, Merrill Lynch Pierce Fenner & Smith, Inc., and Thomas Weisel Partners LLC. At the same time, a motion to dismiss was filed by KPMG LLP and was followed by several different motions to dismiss. In addition, a stipulation and Order was entered on August 31, 2007 by setting the page limits to the defendant’s motion to dismiss. The court finally granted the defendant’s motion to dismiss and entered its Order on October 31, 2007. However, a stipulation and Order was entered on November 19, 2007 in regards to the extension of time to answer the complaint. On December 19, 2007, a pretrial scheduling order was entered and the times and dates have been set. Furthermore, another pretrial Order was entered on May 14, 2008. Lastly, on June 3, 2008, an endorsed stipulated protective Order was entered in regards to the procedures of the handling of confidential material.

According to a press release dated September 17, 2008, Openwave Systems reached an agreement in principle to settle the securities class action lawsuit filed against the company, according to the company's Sept. 15 10-K filing with the U.S. Securities and Exchange Commission. Initially, between Feb. 21 and March 27, 2007, four substantially similar securities class action complaints were filed in the U.S. District Court for the Southern District of New York against Openwave and four current and former officers of the company.

On November 5, 2008, an Order Preliminarily Approving Settlement and Setting Settlement Hearing was filed by the parties in order to settle all claims against the defendants. On February 27, 2009, Judge Denise L. Cote approved the $20 million settlement and dismissed the action with prejudice. Judge Cote also awarded fees in the amount of 23% of the $20 million Settlement Amount and reimbursement of litigation expenses in the amount of $327,889.73.

On June 09, 2010, An Order Approving Distribution Plan was issued by the Court in accordance with the earlier settlement.

INDUSTRY CLASSIFICATION:
SIC Code: 7372
Sector: Technology
Industry: Software & Programming

COMPANY/ISSUER NAME:	Openwave Systems Inc.
COMPANY/ISSUER TICKER:	OPWV
COMPANY WEBSITE:	http://www.openwave.com

FIRST IDENTIFIED COMPLAINT IN THE DATABASE

Fred Garfield, et al. v. Openwave Systems Inc., et al.

COURT: S.D. New York	DOCKET NUMBER: 07-CV-1309
JUDGE NAME: Hon. Denise L. Cote
DATE FILED: 02/21/2007	SOURCE: Notice of Filing
CLASS PERIOD START: 09/30/2002	CLASS PERIOD END: 10/26/2006
TYPE OF COMPLAINT: Complaint (Unamended and Unconsolidated)
PLAINTIFF FIRMS NAMED IN COMPLAINT:
Abraham, Fruchter & Twersky (New York, One Pennsylvania Plaza) One Pennsylvania Plaza, Suite 1910, New York, NY, 10119 (voice) 212.279.5050, (fax) 212.279.3655, JFruchter@FruchterTwersky.com Bernstein Litowitz Berger & Grossmann LLP (New York, NY) 1285 Avenue of the Americas, 33rd Floor, New York, NY, 10019 (voice) 212.554.1400, (fax) 212.554.1444, blbg@blbglaw.com Schiffrin Barroway Topaz & Kessler, LLP (Walnut Creek) 2125 Oak Grove Road, Suite 120, Walnut Creek, CA, 94598 (voice) 925.945.0200, (fax) 925.945.8792, info@sbtklaw.com _____________________________________________ TOTAL NUMBER OF PLAINTIFF FIRMS: 3

DOCUMENTS FOR THE FIRST IDENTIFIED COMPLAINT
Class Action Complaint for Violation of Federal Securities Laws Seeking Money Damages - Demand for Trial By Jury
Type: Complaint		Date on the document: 02/21/2007
Case Management Order
Type: Order of Consolidation		Date on the document: 05/29/2007

REFERENCE COMPLAINT

In Re: Openwave Systems Inc. Securities Litigation

COURT: S.D. New York	DOCKET NUMBER: 07-CV-1309
JUDGE NAME: Hon. Denise L. Cote
DATE FILED: 08/03/2007	SOURCE: Docket
CLASS PERIOD START: 09/30/2002	CLASS PERIOD END: 10/26/2006
TYPE OF COMPLAINT: First Amended and Consolidated
PLAINTIFF FIRMS NAMED IN COMPLAINT:
Bernstein Litowitz Berger & Grossmann LLP (New York, NY) 1285 Avenue of the Americas, 33rd Floor, New York, NY, 10019 (voice) 212.554.1400, (fax) 212.554.1444, blbg@blbglaw.com _____________________________________________ TOTAL NUMBER OF PLAINTIFF FIRMS: 1

DOCUMENTS FOR THE REFERENCE COMPLAINT
First Corrected Consolidated and Amended Class Action Complaint
Type: Complaint		Date on the document: 08/03/2007
Notice Of Defendants Alain Rossmann's And Andrew Verhalen's: (1) Motion To Dismiss Plaintiffs' Claims Against Them; And (2) Joinder In The Motion By Openwave Systems Inc. Et Al. To Dismiss Plaintiffs' First Corrected Consolidated And Amended Class Action Complaint
Type: Notice		Date on the document: 08/10/2007
Notice Of Motion
Type: Notice		Date on the document: 08/10/2007
Notice Of Motion By Kenneth D. Denman, Bo C. Hedfors, Gerald Held, Masood Jabbar, Bernard Puckett, Alan J. Black, Harold L. Covert, Jr., Donald J. Listwin And David Peterschmidt To Dismiss Counts I, II And III Of The First Corrected Consolidated And Amended Class Action Complaint
Type: Motion		Date on the document: 08/10/2007
Notice Of Motion Of The Underwriter Defendants To Dismiss The Consolidated Amended Complaint
Type: Notice		Date on the document: 08/10/2007
Notice Of: (1) Motion By Openwave Systems Inc. Et Al. To Dismiss Plaintiffs' First Corrected Consolidated And Amended Class Action Complaint; (2) Joinder In Motion By Kenneth D. Denman Et Al. To Dismiss Plaintiffs' First Corrected Consolidated And Amended Class Action Complaint; And (3) Joinder In Motion By The Underwriter Defendants To Dismiss The Consolidated And Amended Class Action Complaint
Type: Notice		Date on the document: 08/10/2007
Rule 7.1 Statement
Type: Other		Date on the document: 08/10/2007
Defendant KPMG LLP's Corporate Disclosure Statement Pursuant To FRCP 7.1
Type: Other		Date on the document: 08/13/2007
Notice Of Name Change
Type: Notice		Date on the document: 08/22/2007
Stipulation And Order Regarding Extension Of Page Limits For Plaintiffs To Respond To Defendants' Motions To Dismiss And For Defendant Openwave And The Individual Defendants To Reply To Plaintiff's Oppositon
Type: Order		Date on the document: 08/30/2007
Opinion & Order
Type: Order		Date on the document: 10/31/2007
Order
Type: Order		Date on the document: 10/31/2007
Notice Of Lead Plaintiff's Motion For Reconsideration
Type: Notice		Date on the document: 11/15/2007
Stipulation And Order Extending Time To Answer
Type: Order		Date on the document: 11/19/2007
Order
Type: Order		Date on the document: 12/14/2007
Pretrial Scheduling Order
Type: Order		Date on the document: 12/19/2007
Pretrial Scheduling Order
Type: Order		Date on the document: 05/12/2008
Stipulated Protective Order
Type: Order		Date on the document: 06/03/2008
Stipulation And Settlement Agreement
Type: Settlement		Date on the document: 10/27/2008
Order Preliminarily Approving Settlement And Setting Settlement Hearing
Type: Order		Date on the document: 11/05/2008
Notice Of Pendency Of Class Action And Proposed Settlement, Settlement Fairness Hearing, And Motion For Attorneys' Fees And Reimbursement Of Litigation Expenses
Type: Notice		Date on the document: 11/25/2008
Proof Of Claim And Release
Type: Other		Date on the document: 11/25/2008
U.S. District Court Civil Docket
Type: Docket		Date on the document: 03/12/2009
Order Approving Distribution Plan
Type: Order		Date on the document: 06/09/2010
U.S. District Court Civil Docket
Type: Docket		Date on the document: 06/15/2010

OTHER DOCUMENTS
Class Action Complaint - Jury Trial Demanded
Case Name and/or Number: Louis Giltman, et al. v. Openwave Systems Inc., et al.
Type: Complaint		Date on the document: 03/05/2007

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