According to the docket posted, on March 13, 2002, the Court entered the Final Judgment and Order by U.S. District Judge Alicemarie H. Stotler. The Court approved the settlement as set forth in the stipulation of settlement and the action was dismissed with prejudice. The Court also entered that day the Order awarding representative plaintiffs' counsel fees in the amount of 25% of the open market purchasers' settlement stock and warrants, and reimbursement of litigation expenses in the amount of $44,827.37. The Court further entered the Order granting the motion for approval of the plan of allocation of settlement proceeds.
By the Notice of Settlement, the parties reached an agreement-in-principle to settle the action. The proposed settlement provides that California Software will distribute 2,650,000 shares of California Software common stock and 3,450,000 warrants as more fully described below in §VI.B, C ("Settlement Stock and Warrants"). The common stock will have a floor value of $0.25 per share, making the stock worth at least $662,500. The warrants' value is based on the price of California Software stock at the time of distribution of the warrants, therefore making it difficult to place a dollar value on the warrants that will be distributed pursuant to the Settlement. However, assuming a value of $0.15 per warrant, the warrants would have a value of $517,500. Thus, the combined value of the Settlement Stock and Warrants would be $1,180,000. Based on Representative Plaintiffs' estimate of the number of shares entitled to participate in the Settlement, and the anticipated number of claims to be submitted by Class Members, the average distribution per share based on the value of the Settlement Stock would be approximately $0.45 before deduction of court-approved fees and expenses.
If the Settlement is approved by the Court, counsel for the Representative Plaintiffs will apply to the Court for attorneys' fees of 25% of the Settlement Stock and Warrants and reimbursement of out-of-pocket expenses not to exceed $150,000, to be paid from the Settlement Stock and Warrants issued to the Open Market Purchasers. If the amount requested by counsel is approved by the Court, the average cost per share would be $0.17. The average cost per share could vary depending on the number of shares for which claims are filed.
The original complaint charges California Software and certain of its officers and directors with violations of the Securities Exchange Act of 1934. California Software describes itself as the international leading provider of IBM Midrange migration software solutions marketed under the brand name BABY. These products support the migration of IBM AS/400 screens and applications into PC-LAN business environment and has more than 100,000 installations in 56 countries. The complaint alleges that in early 2000, the insiders sought to inflate California Software's stock price so they could: (a) complete a $9 million private placement to fund the Company's operations, planned acquisitions and to inflate the book value of defendants' shares; (b) obtain listing on NASDAQ and the American Stock Exchange in order to legitimize the Company and the shares defendants were peddling; and (c) use the Company's shares as currency to fund the acquisition of Hotel Information Systems, Inc. in a stock-for-stock acquisition. The complaint further alleges that to portray the Company as a financially viable company, during the Class Period the individual defendants caused California Software to issue false financial results and make false statements about its results and demand for its new products, including its BABY product, causing its stock to trade at artificially inflated levels. Then on August 7, 2000, California Software admitted that its fiscal 1999 and first quarter 2000 results had been false, that its previously reported revenues had been improperly recognized. On these shocking disclosures, California Software's stock trading dropped to $1-1/32 on August 9, 2000 after trading at $14-3/8 months earlier.