According to a Press Release dated November 6, 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 June 10, 1999, Openwave
commenced an initial public offering of 4,000,000 of its shares of common stock at an offering price of $16 per share (the "Initial Offering") and on November 16, 1999 Openwave and the Individual Defendants commenced a secondary public offering of 6,600,000 of Openwave shares of common stock at an offering price of $135 per share (the "Secondary Offering"). Openwave 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 Openwave 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 Openwave shares to those customers in the Initial Offering and Secondary Offering in exchange for which the customers agreed to purchase additional Openwave shares in the aftermarket at pre-determined prices.