According to the Order for Final Judgment entered on September 13, 2001, the Court certifies the Settlement Class as defined in the Settlement Agreement. The Plan of Allocation for distributing the Net Settlement Fund set forth in the Class Notice is hereby approved. Plaintiffs' Counsel shall be awarded attorneys' fees in the amount of $177,375.00 and reimbursement of expenses in the amount of $21,310.19. The Court hereby approves the creation of the Settlement Fund as defined in the Settlement Agreement. That same day, the Court also entered Judgment dismissing the Litigation with prejudice on the merits and without costs (except as provided the Order for Final Judgment).
According to a summary notice of settlement of a class action lawsuit dated June 15 2001, a hearing will be held in a case captioned Russell, et al. v. Spanlink Communications, Inc., et al., Civil File No.00-CV-945 MJD/JGL, on Friday, September 7, 2001, at 9:00 a.m., before the Honorable Michael J. Davis, at the United States District Court for the District of Minnesota, U.S. Courthouse, 300 South Fourth Street, Minneapolis, MN 55415. The purpose of the hearing will be to determine, among other things: (1) whether the proposed settlement of the above-described litigation for payment of an aggregate amount of Five Hundred Thirty-Seven Thousand Five Hundred Dollars ($537,500.00), without interest, in exchange for a final judgment and a release of all Released Claims as set forth in the Settlement Agreement dated as of April 6, 2001, is fair, reasonable, adequate and in the best interests of the Settlement Class and should be approved; and (2) whether Plaintiffs' counsel's application for an award of attorneys' fees, costs, and expenses from the Settlement Fund is reasonable and should be approved. The Court may adjourn the hearing without further notice.
The original lawsuit against Spanlink, certain of its officers and directors, and Spanlink Acquisition Corp. ("SA Corp."), for violations of the Securities Exchange Act of 1934 ("Exchange Act"), arises out of and is based on an offer by SA Corp. to purchase the outstanding shares of Spanlink (the "Tender Offer"), which Tender Offer was made pursuant to a Schedule to Tender Offer Statement under Section 14(d)(1) or Section 13(e)(1) of the Exchange Act (the "Schedule"), filed with the Securities and Exchange Commission on February 29, 2000. The Tender Offer was for $10.50 per share. If SA Corp. acquired sufficient shares, after the Tender Offer, it intended to merge with Spanlink, with Spanlink as the surviving entity. The Complaint alleges that the Schedule, on which investors relied in deciding whether to tender their shares and pursuant to which such shares of Spanlink stock were tendered, contained materially false and misleading information about Spanlink and failed to state facts necessary to make the statements that were made not false and misleading, in violation of section 14(e) of the Exchange Act.