As summarized by the docket posted, on January 20, 1999, the plaintiffs filed a Second Amended Complaint against the remaining defendants, and on February 16, 1999, the defendants responded by filing a motion to dismiss the Second Amended Complaint. On August 10, 1999, the Court entered the Order by U.S. District Judge Thomas J. Whelan denying the defendants' motion to dismiss without prejudice. On March 7, 2000, the plaintiffs filed a Third Amended Complaint, and on April 7, 2000, the defendants responded by filing a motion to dismiss the Third Amended Complaint. On March 12, 2002, the Court entered the Order by U.S. District Judge M.J. Lorenz granted the defendants' motion to dismiss the third amended complaint with prejudice and terminating the case.
Previously, on November 30, 1998, the Court entered the Order granting the defendants' motion to dismiss plaintiffs' first amended complaint, as to allegation of forward looking statements, with prejudice. Three individual defendants were dismissed with prejudice. The remainder of the complaint was dismissed with leave to amend.
In general, the Court found a lack of facts to undermine the tentative and vague nature of the statements. More specifically, the amended complaint did not explain why some statements were false. For example, the routine assertion that the engineering approach enabled the building of high quality products was not something a reasonable investor could rely on.
i. Many statements included forward-looking statements under 15 U.S.C.S. § 78u-5(I)(1). Plaintiffs failed to allege facts suggesting defendants knew statements of future revenue were false when made.
ii. Statements that were subsequently repeated, without analysis, to the market were adequately pled. Entanglement and adoption did not apply to those. Complaint did not specify date, time, number, or content of conversations to raise an inference defendants endorsed, adopted, or somehow entangled themselves in analysts' forecasts. But it did not distinguish or separate the analysts' interpretive forecasts from the misleading factual information furnished by insiders.
iii. Mere allegations defendants' sought to protect their executive positions and increase their compensation did not raise strong inference of scienter. Moreover, none of the statements came from the three individual defendants.
The original complaint alleges that Brooktree and certain of its officers and directors violated the federal securities laws by issuing false and misleading statements regarding Brooktree's new BtV MediaStream chipset product. Specifically the complaint alleges that defendants falsely stated that the product was receiving an enthusiastic reception in the marketplace, was being incorporated into PC products by several manufacturers, and would provide strong revenue and earnings growth for fiscal year 1996. The complaint alleges that when it was disclosed that sales of Brooktree's new BtV chipsets were very poor and that the product was a commercial failure, Brooktree's stock decreased to $8-9 per share, the same range in which the shares had been trading before defendants' alleged scheme to inflate the stock commenced. The complaint alleges that during the class period, defendants sold 32,300 shares of Brooktree shares at artificially inflated prices for proceeds of $415,458.