According to a Press Release dated November 5, 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 May 14, 1999, Alloy commenced an initial public offering of 3,700,000 of its shares of common stock at an offering price of $15 per share (the "Alloy IPO"). In connection therewith, Alloy 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) Alloy had solicited and received excessive and
undisclosed commissions from certain investors in exchange for which Robertson Stephens, Volpe Brown, Dain Rauscher, and Ladenburg allocated to those investors material portions of the restricted number of Alloy Online shares issued in connection with the Alloy IPO; and (ii) Robertson Stephens, Volpe Brown, Dain Rauscher, and Ladenburg had entered into agreements with customers whereby Robertson Stephens, Volpe Brown, Dain Rauscher, and Ladenburg agreed to allocate Alloy shares to those customers in the Alloy IPO in exchange for which the customers agreed to purchase additional Alloy shares in the aftermarket at pre-determined prices.