On May 11, 2004, the Court entered the Order by U.S. District Judge Thomas S.
Zilly approving the plan of allocation of the settlement proceeds. The Court further entered the Final Judgment and Order of Dismissal with Prejudice.
According to 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 $34,300,000 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 $0.19 before deduction of Court-approved fees and expenses.
If the Settlement is approved by the Court, Plaintiffs' Settlement Counsel will apply to the Court for attorneys' fees of 25% of the Settlement Fund after deduction of court awarded expenses, or approximately $8.45 million in cash, and reimbursement of out-of-pocket expenses not to exceed $500,000 to be paid from the Settlement Fund. If the amount requested is approved by the Court, the average cost per share will be less than $0.05.
The original complaint charges InfoSpace and its founder and Chairman, Naveen Jain, with violations of the Securities Exchange Act of 1934. The complaint alleges that between January 2000 and January 2001, Defendants disseminated false and misleading information concerning InfoSpace's actual FY 1999 and 2000 financial performance and Defendants' expectations concerning InfoSpace's FY 2001 revenue and earnings. In fact, neither InfoSpace's reported FY 1999 and FY 2000 results nor its projected FY 2001 performance were accurate. Defendants' public representations were the result of Defendants' efforts to manipulate InfoSpace's reported earnings and expected FY 2001 performance and were designed to (and did) allow: (i) Jain to sell millions of dollars of his own InfoSpace shares at artificially inflated prices; and (ii) allow Defendants to complete a series of acquisitions using shares of InfoSpace's artificially inflated stock as currency, including the October 2000 acquisition of Go2Net. On January 30, 2001, after Defendants had completed several acquisitions using inflated InfoSpace shares as currency, Defendants disclosed that, contrary to the representations made by them during 2000 that InfoSpace was experiencing strong revenue growth during 4Q99, and FY 2000 and that InfoSpace would continue to post strong revenue growth through FY 2001, InfoSpace would report no revenue growth or EPS for FY 2001, but rather would report declining revenue and a significant loss for the year. As Defendants began to reveal some of their improper conduct, including the fact that Defendants' projected revenues and earnings estimates were false, InfoSpace's shares fell to less than $6 per share, a 95% decline from their Class Period high of $138-1/2 per share.