According to a press release dated February 11, 2008, Lumenis(R) Ltd. announced that it has scheduled a special general meeting of shareholders to seek approval and authorization, in accordance with the Israeli Companies Law, of a proposed settlement of the securities class action litigation that has been pending against the Company in the federal court in New York since 2002. Under the terms of the proposed settlement, which has been agreed to in principle by Lumenis and the lead plaintiffs on behalf of the class, a total of $20.1 million would be contributed to a settlement fund for the benefit of the class. While Lumenis itself would contribute a portion of this fund, the major portion would be paid on behalf of the defendants by the Company's insurers. Assuming shareholder approval is forthcoming, the settlement will still be subject to a number of conditions, including the execution and preliminary court approval of a definitive stipulation of settlement, and final court approval after there has been notice to the members of the class and a hearing as to the fairness of the proposed settlement. If the settlement is finally approved by the court, the class action litigation will be dismissed with prejudice against Lumenis and the former Lumenis officers and directors who have been named as defendants.
On June 20, 2003, the court entered the Memorandum and Order consolidating all actions to be maintained under Master File No. 02 Civ. 1989 (DAB). The Stonehedge Plaintiffs Group’s respective Motion for Appointment as Lead Plaintiff was granted. Bernstein Liebhard & Lifshitz, LLP and Glancy & Binkow LLP were appointed Lead Counsel. On August 20, 2003, the plaintiffs filed an Amended Complaint, and the defendants responded by filing motions to dismiss. Before any ruling on the motions to dismiss, on June 10, 2005, the plaintiffs filed a Second Amended Complaint, and the defendants again responded by filing motions to dismiss the Second Amended Complaint. The motions to dismiss the Second Amended Complaint are currently pending before the Court.
The original complaint alleges that defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10(b)(5) promulgated thereunder, by issuing a series of materially false and misleading statements to the market throughout the Class Period which statements had the effect of artificially inflating the market price of the Company's securities.