Other actions have been filed making similar allegations regarding the IPOs of more than 300 other companies. All of these have been coordinated for pretrial purposes as In re Initial Public Offering Securities Litigation, Civil Action No. 21-MC-92.
According to a Press Release dated December 7, 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 July 27, 2000,ValiCert commenced an initial public offering of 4,000,000 of its shares of common stock at an offering price of $10 per share (the "ValiCert IPO"). In connection
therewith, ValiCert 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) Merrill Lynch had solicited and received
excessive and undisclosed commissions from certain investors in exchange for which Merrill Lynch allocated to those investors material portions of the
restricted number of ValiCert shares issued in connection with the ValiCert IPO; and (ii) Merrill Lynch had entered into agreements with customers whereby Merrill Lynch agreed to allocate ValiCert shares to those customers in the IPO in exchange for which the customers agreed to purchase additional ValiCert shares in the aftermarket at pre-determined prices.