According to the docket, on January 20, 2003, the Court entered the Order by U.S. District Judge Jeremy Fogel granting the motion to remand the case to state court.
Earlier, on May 7, 2001, the Court entered the Order and Judgment granting the motion to dismiss the First Amended Complaint and dismissing the action with prejudice as to the defendant. The Plaintiff soon after filed a Notice of Appeal, and on November 25, 2002, the Court entered the copy of the judgment from the Ninth Circuit Court of Appeals affirming in part, reversing, in part, and remanding in part the decision of the District Court.
The first amended complaint alleges that in violation of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, the Defendants harmed these Class Members by materially overstating the underlying value of Imation's common stock in structuring the aforementioned employee stock option transactions. In addition, by misleading these Class Members as to the ultimate shelf-life and the terms and extent of the exercisability of the various aforementioned Imation stock options, the Defendants also materially overstated to these Class Members the underlying value of and Imation's consideration for the respective stock option agreements and grants.
The Complaint further alleges that Defendants wrongfully extinguished and
abrogated the Class Members' individual entitlement to their respective
substitute options and new options in the course of Imation's sale of Cemax-
Icon, along with Imation's worldwide Medical Imaging Systems business, to the Eastman-Kodak Company ("Kodak") (the "Imation-Kodak deal"). In connection with this sale, Imation informed the Class Members that they were being transferred en masse to Kodak without any interruption or termination of their employment status at Cemax-Icon whatsoever. Despite taking that position, Imation informed the Class Members, nonetheless, that they would have a thirty (30)-day deadline to exercise their substitute options at the risk of forfeiting them and that those substitute options that had not yet vested were, indeed, already deemed by Imation to have been forfeited. Moreover, Imation adopted the position that the new options -- none of which, as structured, would have become exercisable until January, 1999 (that is, well after the Imation-Kodak deal was expected to close) -- were similarly forfeited.
The complaint further alleges that the Defendants so misled the Class Members in order to effectuate a plan to acquire Cemax-Icon with the lowest possible expenditures while keeping its crucial employee and consultant base intact, thereby enabling Imation to soon thereafter dispose of Cemax-Icon, along with and as a critical component of Imation's worldwide Medical Imaging Systems business, for maximum profit and limited cash outlay. The Imation-Kodak deal eventually closed on November 30, 1998 in a transaction valued at approximately $520 million.
The complaint was originally filed in the Hayward Superior Court and removed to federal court by a Notice of Removal entered on October 21, 1999.