According to the Company’s FORM 10-Q for the quarterly period ended February 28, 2005, on October 20, 2004, a Stipulation and Agreement of Settlement (the “Settlement”) was filed with the United States District Court for the Northern District of California (the “Court”) in connection with the matter “In re Liberate Technologies Securities Litigation” (the “Class Action”). The Class Action is based on the restatement of our financial statements for certain periods of fiscal 2002 and the revision of our preliminary financial results announced for the first quarter of fiscal 2003 (the “Restatement”). The parties to the Settlement are: (i) the lead plaintiff in the Class Action, on behalf of himself and each of the class members; and (ii) defendants Liberate Technologies and certain individual defendants. Under the terms of the Settlement, Liberate agreed to pay or cause to be paid $13.8 million in settlement of the claims specified in the Class Action, and the lead plaintiff and each class member agreed to release Liberate and the other defendants from those claims Following a settlement hearing on February 15, 2005, the Court granted final approval of the Settlement and, pursuant to the Settlement, entered judgment dismissing the Class Action with prejudice.
The original Complaint charges Liberate Technologies and certain of its officers and directors with violations of federal securities laws. Among other things, plaintiff claims that defendants' material omissions and the dissemination of materially false and misleading statements regarding the nature of Liberate's revenue and earnings caused Liberate's stock price to become artificially inflated, inflicting damages on investors. The Complaint alleges that during the Class Period, defendants artificially inflated revenue by recognizing certain software license fees in violation of GAAP and the Company's own stated policies. On October 15, 2002, after the market closed, defendants disclosed that the "appropriateness and timing" of certain software license fees had been
called into question and that the Company would likely restate its fourth
quarter and fiscal year 2002 financial results. Liberate Technologies' stock
price plummeted 16% in after-hours trading as a result of the disclosure of its
accounting problems. On the next day, October 16, 2002, the fallout from the
announcement continued as Liberate Technologies stock dropped more than 22% from the previous day's close.