According to the Company’s FORM 10-Q for the quarterly period ended September 30, 2004, on October 6, 2004, the Court entered a Final Judgment and Order of Dismissal with Prejudice, approving the proposed settlement in all respects. The Court simultaneously issued an Order Approving Allocation of Settlement Proceeds. The Court's Final Judgment provides that the claims of the named plaintiffs and all members of the class are dismissed with prejudice; that any claims that were or could have been alleged by the named plaintiffs or members of the class are released and forever discharged; and that the action is dismissed subject to the Court's continuing jurisdiction with regard to implementation of the settlement and distribution of the settlement fund to the class.
Earlier, according to the same SEC filing, on May 5, 2004, the Company reached an agreement with the plaintiffs to settle all pending class action lawsuits. The settlement called for payment of $5.75 million, which was made by the Company’s insurance carriers and did not impact earnings. As of the year ended March 31, 2004, the Company recorded a liability for $5.75 million in accrued expenses and other liabilities representing the amount the Company owed under the settlement agreement. Additionally, the Company recorded $5.75 million in prepaid expenses and other current assets representing the amount the Company expected to receive from its insurance companies. On May 28, 2004, the Company received $5.75 million from its insurance companies, and on June 1, 2004, the Company paid the $5.75 million settlement.
On February 15, 2002, three lawsuits were consolidated with and into the Brody lawsuit (Civil Action No. 4:01CV02014DJS) for all purposes ("Consolidated Complaint"). The Consolidated Complaint seeks, among other things, an award of unspecified money damages, including interest, for all losses and injuries allegedly suffered by the putative class members as a result of the defendants' alleged conduct and unspecified equitable/injunctive relief as the Court deems proper.
The original complaint charges TALX, certain of its officers and directors and its underwriters with violations of the Securities Act of 1933 and the Securities Exchange Act of 1934. On August 3, 2001, TALX completed a secondary offering of 3.245 million shares of its stock (the "Secondary Offering") (including over-allotments, and also including the sale of 253,000 shares by the Company's CEO), raising gross proceeds of approximately $100 million for the Company, pursuant to a Registration Statement and Prospectus dated August 2, 2001 (referred to collectively herein as the "Registration Statement/Prospectus"). The complaint alleges that the Registration Statement/Prospectus was false and materially misleading for the following reasons: Defendants had failed to disclose that the Company had improperly capitalized significant amounts of software related to the Company's customer premised systems line of business, which assets were already substantially impaired and which would have to be written off in the near term; Defendants failed to properly account for the true value of TALX's inventory, such that the overstated value of the Company's impaired inventory would have to be written down in the near term; Defendants misrepresented that the Company's business was expanding, when it was not, and at which time defendants were already planning on reducing staff and closing offices; Defendants were already planning to take at least $2.8 million in write-offs; and the outsourced benefits enrollment business was not operating according to the expectations that had been promoted by defendants, and this line of business was not a significant growth-driver as represented by the Company.
The complaint further alleges that, throughout the Class Period, the same
factors which were not properly disclosed in the Company's Secondary Offering Registration Statement/Prospectus were also hidden by defendants from the Company's public shareholders. Defendants misled investors and analysts by issuing a series of false and materially misleading public statements which were designed to and which did artificially inflate the value of TALX shares. This inflation allowed the Company and its CEO to reap almost $100 million from the sale of stock. Then, on October 1, 2001, weeks after defendants had sold almost$100 million worth of Company stock and used over $11 million in Company stock to acquire Ti3, that defendants issued a press release which revealed that TALX's fiscal 2002 earnings would be only$0.58-$0.62, excluding charges, on revenues of less than $50 million and that second quarter fiscal 2002 revenues would be less than $12 million. TALX also announced it would recognize charges of $2.8 million to write off capitalized software costs, inventory and to close offices. As a result of defendants' shocking disclosures, TALX stock declined to less than $17 per share, compared to the Class Period high of $34.28 per share, representing a loss to investors of over 50% of the value of their TALX investment by the end of the Class Period.