According to the docket posted, on July 5, 2000, the Court entered the Memorandum Opinion and Order #84151, denying the defendants’ motion for an order pursuant to Rule 12(b)(6) of the FRCP dismissing the Consolidated Amended Class Action Complaint. On December 4, 2001, the Court entered the Preliminary Order in connection with the settlement proceedings. A settlement conference was set for March 13, 2002, and held on that day before U.S. District Judge Shirley W. Kram. On March 27, 2002, the Court entered the Order and Final Judgment signed by Judge Shirley W. Kram. According to the Order and Final Judgment, the action was certified as a class action, the Stipulation and Agreement of Settlement dated 11/21/01 was approved, the Plan of Allocation was approved, and the Consolidated Complaint was dismissed with prejudice. The case is closed.
As reported by the Company’s FORM 10-K for the fiscal year ended December 31, 1999, on January 28, 1999, the court entered an order consolidating the actions, appointing lead plaintiff's counsel and requiring the filing of a consolidated amended complaint. The consolidated amended complaint was filed on March 15, 1999 and only alleges claims under Section 11 of the Securities Act of 1933. On May 20, 1999, Ziff-Davis moved to dismiss the consolidated amended complaint. In July 1999, plaintiffs filed their response to the motion. Ziff-Davis filed a reply on August 11, 1999. The motion has not yet been decided.
Following a decline in the price per share of Ziff-Davis Inc.'s common stock in October 1998, eight securities class action suits were filed against Ziff-Davis Inc. and certain of its directors and officers in the United States District Court for the Southern District of New York. The complaints allege that defendants violated Sections 11, 12(a) (2) and 15 of the Securities Act of 1933 in connection with the registration statement filed by Ziff-Davis Inc. with the Securities and Exchange Commission relating to the initial public offering of Ziff-Davis Inc.'s stock on April 29, 1998 (the "IPO"). More particularly, the complaints allege that the registration statement contained false and misleading statements and failed to disclose facts that could have indicated an impending decline in Ziff-Davis Inc.'s revenue. The complaints seek on behalf of a class of purchasers of Ziff-Davis Inc.'s common stock from the date of the IPO through October 8, 1998 unspecified damages, interest, fees and costs, rescission and injunctive relief such as the imposition of a constructive trust upon the proceeds of the IPO.