According to a Press Release dated October 25, 2001, a complaint was filed alleging violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. On or about August 19, 1999, Agile Software commenced an initial public offering of 3,000,000 of its shares of common stock at an offering price of $21 per share (the "Agile Software IPO"). In connection therewith, Agile Software filed a registration statement, which
incorporated a prospectus (the "Prospectus"), with the SEC. The complaint
further alleges that the Prospectus was materially false and misleading because it failed to disclose, among other things, that: (i) Morgan Stanley, Deutsche Bank, and Hambrecht & Quist had solicited and received excessive and undisclosed commissions from certain investors in exchange for which Morgan Stanley, Deutsche Bank, and Hambrecht & Quist allocated to those investors material portions of the restricted number of Agile Software shares issued in connection with the Agile Software IPO; and (ii) Morgan Stanley, Deutsche Bank, and Hambrecht & Quist had entered into agreements with customers whereby Morgan Stanley, Deutsche Bank, and Hambrecht & Quist agreed to allocate Agile Software shares to those customers in the Agile Software IPO in exchange for which the customers agreed to purchase additional Agile Software shares in the aftermarket at pre-determined prices.