According to the firm's 10-K filing dated April 15, 2003, the parties have agreed to a settlement that was approved by the Court. A judgment dismissing the action with prejudice was entered by the Court on December 16, 2002.
By the Notice of Pendency of Class Action, a Settlement Fund consisting of $1,500,000 in cash has been established. A hearing will be held to determine whether a proposed settlement of the action as set forth in the Stipulation and Agreement of Settlement dated July 10, 2002, is fair, reasonable and adequate and to consider the proposed Plan of Allocation for the Settlement proceeds the application of Plaintiffs' Counsel for attorneys' fees and reimbursement of expenses.
As summarized in the same Notice, the Action was initially filed in this Court on or about July 24, 1997. Defendants filed motions to dismiss the initial Complaint in March 1998. The Court granted the motions on January 12, 2001, with leave to replead. Plaintiffs filed an Amended Complaint on February 16, 2001 (the "Complaint") alleging, among other things, that Defendants issued a false and misleading registration statement (the "Registration Statement") and prospectus (the "Prospectus") in connection with the initial public offering of 3.3 million shares of PowerCerv common stock on or about March 1, 1996 (the "IPO" or the "Offering"), thereby violating Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and disseminated materially false and misleading statements regarding PowerCerv, in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder. In particular, the Complaint alleged that Defendants made materially false and misleading statements in the Prospectus and during the Class Period concerning the growth of the Company and the market acceptance of its products.
The original complaint alleges that PowerCerv, certain of its officers and directors, the co-lead underwriters of the company's March 1, 1996 initial public offering, and certain venture capital investors violated the federal securities laws by disseminating false and misleading statements about PowerCerv's products and business prospects. The complaint alleges that defendants knew at the time of the offering but did not disclose that PowerCerv's newest products needed further enhancements and additional features and that the company was struggling to achieve sales of its newest products. The complaint also alleges that shortly after the offering, Alex. Brown & Sons, Inc. and Robertson, Stephens & Co., the underwriters of the offering, issued "booster shots" designed to further inflate PowerCerv's price by making additional false and misleading statements about the company's business and prospects. The complaint alleges that when the truth about the company's prospects and revenues was disclosed in a July 24, 1996 press release, the underwriters lowered their recommendations from "buy" to "neutral" and PowerCerv's stock price, which had been as high as $19 on May 21, 1996, declined to as low as $3 1/8 on July 25, 1996 on large volume.