According to the docket posted, on May 21, 2002, the Court entered the Order by U.S. District Judge JP Stadtmueller. The Court certified the action as a class action, and the Stipulation was approved as fair, reasonable and adequate. By the Order, the Complaint and all claims were dismissed with prejudice and without costs. Plaintiffs' Counsel was awarded 25% of the principal amount of $13,000,000 in cash, plus accrued interest, plus that same percentage of 240,000 shares of Cumulus common stock in attorneys' fees, and $167,938.34 in expenses, with interest.
As reported by the Company’s FORM 1O-Q For The Quarterly Period Ended March 31, 2002, on October 31, 2001, the parties executed a Stipulation and Agreement of Settlement pursuant to which plaintiffs agreed to dismiss each claim against the Company and the other defendants in consideration of $13.0 million and the issuance of 240,000 shares of the Company’s Class A Common Stock, subject to Court approval and the terms and conditions of the agreement. On November 30, 2001, the Company funded the cash portion of the settlement, all of which is held in an escrow account pending court approval of the settlement. The cash portion of the settlement has been classified as restricted cash in the accompanying consolidated balance sheets. Of the funded cash portion of the settlement, $7.3 million was provided under the Company’s preexisting insurance coverage. It is expected that the final court approval of the settlement will be granted during the second quarter of 2002, following which 240,000 shares of Class A Common Stock will be issued.
According to the Notice of Pendency, beginning on March 17, 2000, the first of eleven similarly styled actions was filed against some or all of the Defendants. By Order of the Court dated August 4, 2000, these Actions were consolidated. The First Amended Consolidated Class Action Complaint was filed on October 3, 2000. A Second Amended Consolidated Class Action Complaint was filed on December 8, 2000. On or about February 8, 2001, four separate dismissal motions were filed by Defendants. The complex issues set forth in these various dismissal motions were opposed by Plaintiffs in a filing with the Court on March 23, 2001. Upon being advised of the proposed Settlement, the Court dismissed Defendants' motions to dismiss without prejudice pending final approval of the Settlement. However, Defendants may refile their motions to dismiss if the proposed Settlement is not approved. While Defendants were preparing their reply briefs, settlement negotiations, which had been ongoing since the filing of Defendants' opening dismissal brief, were successfully concluded and on June 11, 2001, a Memorandum of Understanding was executed.
The original complaint alleges Cumulus and its executives violated Sections 10(b) and 20 (a) of the Securities Exchange Act of 1934 by issuing a series of materially false and misleading statements during the Class Period concerning the Company's revenues, earnings and financial results for the first three quarters of fiscal year 1999 in violation of Generally Accepted Accounting Principles ("GAAP"). As a result of these false and misleading statements, the market price of the Company's common stock was artificially inflated during the Class Period. On March 15, 2000, the Company stunned the market when it announced that its auditors had refused to sign-off on the Company's fourth quarter earnings, and announced that the Company's Chief Financial Officer had resigned in February 2000. After the market had closed on March 16, 2000, the Company further disclosed that its financial statements were overstated, and that it would restate its financials for the first three quarters of fiscal 1999. On March 17, 2000, the price of Cumulus stock fell 35% from the closing average on March 15, 2000, on trading volume of over 13.49 million shares.