On November 05, 2001, an order was entered to consolidate the IPO cases into one with the case number 01-CV-7666. In addition, an omnibus order was entered on May 30, 2002 to approve the appointment of a certain individual as lead plaintiff and the selection of lead counsel. At the same time, an amended complaint was also filed. No order of final judgment has been entered yet and the case is still open.
According to a Press Release dated August 16, 2001, the complaint alleges that at the time of Keynote's IPO and secondary offering, they violated the federal securities laws by issuing and selling Keynote Systems common stock pursuant to the initial public offering without disclosing to investors that at least one of the lead underwriters of the IPO and secondary offering had solicited and received excessive and undisclosed commissions from certain investors. In exchange for the excessive commissions, the complaint alleges, lead underwriter FleetBoston Robertson Stephens, Inc. allocated Keynote Systems shares to customers at the IPO price of $14.00 per share. To receive the allocations (i.e., the ability to purchase shares) at $14.00, the defendant underwriters' brokerage customers had to agree to purchase additional shares in the aftermarket at progressively higher prices.
The requirement that customers make additional purchases at progressively higher prices as the price of Keynote Systems stock rocketed upward (a practice known on Wall Street as "laddering") was intended to (and did) drive Keynote's share price up to artificially high levels. This artificial price inflation, the complaint alleges, enabled both the defendant underwriters and their customers to reap enormous profits by buying Keynote Systems stock at the $14.00 IPO price and then selling it later for a profit at inflated aftermarket prices, which rose as high as $28.00 during Keynote's first day of trading. The complaint further alleges that Keynote was able to price its secondary offering at the artificially high price of $105.00 per share due to the continuing effects of the foregoing violations. The complaint further alleges that defendants violated the Securities Act of 1933 because the Prospectuses distributed to investors and the Registration Statements filed with the SEC in order to gain regulatory approval for the Keynote offerings contained material misstatements regarding the commissions that the underwriters derived from the IPO and failed to disclose the additional commissions and "laddering" scheme discussed above.