According to the Company’s FORM 20-F For The Fiscal Year Ended December 31, 2001, after allowing several rounds of amendments to the complaint and entering two orders dismissing the complaint without prejudice, on May 31, 2000, the court dismissed the complaint with prejudice. The plaintiffs appealed from the dismissal. On March 27, 2002 the United States Court of Appeals for the Ninth Circuit affirmed the dismissal of the complaint.

As summarized by the Company’s FORM 20-F For The Fiscal Year Ended December 31, 2000, in November 1996 and August 1997, the plaintiffs filed amended complaints, each of which the Court dismissed without prejudice. On February 6, 1998, the plaintiffs filed another amended complaint. On April 3, 1998, we and the individual defendants moved to dismiss that complaint. A hearing on that motion was held on July 17, 1998. Before the Court ruled on that motion to dismiss, plaintiffs sought permission from the Court to file another amended complaint. The Court granted plaintiffs' request and on February 4, 2000 the plaintiffs filed a fifth amended complaint. On March 3, 2000, the Company moved to dismiss the most recent complaint. By Order dated May 25, 2000, the Court granted the Company’s motion. On May 31, 2000, the Court entered judgment for the Company and the other defendants. The plaintiffs filed a notice of appeal from this ruling. The plaintiffs filed their opening appellate brief on November 14, 2000. The Company filed its opposition appellate brief on January 26, 2001. The plaintiffs filed their reply brief on March 27, 2001. The Court of Appeals has not yet announced a date for its hearing of the appeal.

The complaint charges Madge and certain of its officers and directors with violations of the federal securities laws. The Complaint alleges that, while Madge, which manufactures and sells data communication and networking products, was in the process of acquiring Lannet Data Communications ("Lannet") and Teleos Communications, Inc. ("Teleos") in exchange for millions of shares of Madge stock, the defendants inflated the price of Madge's stock from $28-7/8 on October 12, 1995 to a Class Period high of $48-5/8 per share. The Complaint alleges that the defendants did this by misrepresenting that Madge's new Smart Ringswitch product was achieving success and strong sales, that Madge's new licensing and OEM relationship with Cisco Systems ("Cisco") was flourishing, would lead to the two companies cooperating to sell a wide range of products and would not be adversely impacted by Madge's acquisition of Lannet, that Madge had successfully integrated Lannet's operations into Madge's without the loss of any business momentum, that demand for Madge's Token Ring, Lannet's Ethernet switching products and Teleos' WAN products was very strong, that the Lannet acquisition would increase Madge's profit margins and add to its earnings per share in part due to Lannet's strong value-added reseller ("VAR") distribution network, which complemented Madge's direct sales operation, and thus Madge would achieve strong revenue and earnings growth throughout 1996.