According to the docket, on April 29, 2003, the Court entered the Orders granting the motion for attorney fees and reimbursement of expenses and granting the motion for approval of the plan of allocation of the settlement proceeds. The Court further entered the Final Judgment by U.S. District Judge James Ware, granting the motion for final approval of the settlement and dismissing the case with prejudice.
As stated in the Notice of Pendency and Proposed Settlement, the parties reached an agreement-in-principle to settle the action. The proposed settlement creates a fund in the amount of $6,000,000 in cash (the "Settlement Fund") and will include interest that accrues on the fund prior to distribution. Depending on the number of eligible shares purchased by Settlement Class Members who elect to participate in the settlement and when those shares were purchased and sold, the estimated average recovery per share will be approximately $0.55 before deduction of Court-approved fees and expenses. If the settlement is approved by the Court, counsel for the plaintiffs will apply to the Court for attorneys' fees of 25% of the Settlement Fund and reimbursement of out-of pocket expenses not to exceed $430,000 to be paid from the Settlement Fund. If the amount requested is approved by the Court, the average cost per share will be $0.18.
The original complaint charges Sagent and certain of its officers and directors and its underwriter with violations of the Securities Exchange Act of 1934. Sagent is a provider of Real-time eBusiness Intelligence Solutions which purport to enable enterprises to win new customers and improve operational effectiveness. On April 13, 1999, defendants arranged for Sagent to sell over 5.7 million shares of Sagent stock to the public for $9 per share (the "IPO" or "Offering") for total proceeds of more than $50 million. The IPO was over-subscribed, causing Sagent's share price to jump to $15-9/16 per share on the same day.
The complaint alleges that as part of defendants' effort to boost the price of Sagent stock, they misrepresented Sagent's true 1999 and 2000 prospects in an effort to conceal Sagent's true prospects until they were able to sell at least $8 million of their own Sagent stock and were able to renew and/or expand Sagent's credit line which was set to expire in early 2000. Renewing Sagent's credit line was extremely important to defendants, as Sagent had not been, and would not be able to, fund its operations from cash generated by its business operations, because Sagent was continuing to post substantial losses.
The complaint further alleges that on or around April 18, 2000, after representing throughout late 1999 and early 2000 that Sagent would achieve Q1 results of $17.4 million in revenue and $.04 in EPS, defendants revealed that Sagent would fall seriously short of the results theretofore promised by defendants. In fact, defendants were forced to reveal that contrary to their representations of closing Sagent's largest software deal ever and strong growth in revenue and EPS, Sagent was, in fact, suffering revenue and EPS declines. The price of Sagent shares dropped to as low as $7-7/32 per share on record volume of 17.5 million shares, a decline of more than 70% from where defendants had sold their own Sagent shares at prices as high as $27.875 months prior. Defendants further revealed that both Sagent's Vice President of Sales and Chief Financial Officer had resigned after the two officers had just collectively received more than $6 million in proceeds.
