According to the Company’s Form 10-K, on or about December 5, 2001, a securities lawsuit, Meyers v. Credit Suisse First Boston Corporation, et al., Case No. 01-CV-10981, was filed in the United States District Court for the Southern District of New York purportedly on behalf of all persons who acquired Symyx Technologies, Inc. securities between November 18, 1999 and December 6, 2000. The complaint named as defendants Symyx’ Chief Executive Officer and Chairman, Symyx’ Senior Vice President and Chief Financial Officer, and Credit Suisse First Boston Corporation, the lead underwriter of the Company’s initial public offering in November 1999. Symyx Technologies, Inc. was not named as a defendant in the complaint. On or about March 12, 2002, the plaintiffs in this case filed a notice of voluntary dismissal, without prejudice, in the United States District Court for the Southern District of New York.
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 November 18, 1999, Symyx commenced an initial public offering of 5,538,000 of its shares of common stock at an offering price of $14 per share (the "Symyx IPO"). In connection therewith, Symyx 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) CSFB had solicited and received excessive and undisclosed commissions from certain investors in exchange for which CSFB allocated to those investors material portions of the restricted number of Symyx shares issued in connection with the Symyx IPO; and (ii) CSFB had entered into agreements with customers whereby CSFB agreed to allocate Symyx shares to those customers in the Symyx IPO in exchange for which the customers agreed to purchase additional Symyx shares in the aftermarket at pre-adetermined prices.