According to a Press Release dated October 26, 2001, the complaint alleges 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 February 18, 1999, Vignette commenced an initial public offering of 5,000,000 of its shares of common stock at an offering price of $19 per share (the "Initial Offering") and on December 9, 1999 Vignette and the Selling Shareholders commenced a
secondary public offering of 2,900,000 of Vignette shares of common stock at an offering price of $139.875 per share (the "Secondary Offering") . Vignette filed registration statements with the SEC in connection with the Initial Offering and the Secondary Offering, each of which incorporated a prospectus (the "Prospectuses"). The complaint further alleges that the
Prospectuses were materially false and misleading because each failed to disclose, among other things, that: (i) the Underwriter Defendants had solicited and received excessive and undisclosed commissions from certain investors in exchange for which the Underwriter Defendants allocated
to those investors material portions of the restricted number of Vignette shares issued in connection with the Initial Offering and the Secondary Offering; and (ii) the Underwriter Defendants had entered into agreements with customers whereby they agreed to allocate Vignette shares to those customers in the Initial Offering and Secondary Offering in exchange for which
the customers agreed to purchase additional Vignette shares in the aftermarket at pre-determined prices.