The original Complaint alleges defendants violated federal securities laws by issuing a series of materially false statements regarding Cooper's business condition. Specifically, defendants failed to disclose that: (i) Cooper improperly accounted for assets acquired in the Ocular merger, as reported in the Proxy Statement, by misclassifying intangible assets as tangible, which had the effect of lowering amortization expense; (ii) Cooper's aggressive earnings guidance reflected the improper accounting for intangible assets and was inflated by the amount of the understated amortization expense; (iii) the merger synergies touted by defendants were unrealistic; (iv) Ocular had stuffed the channel with its Biomedics products; (v) Cooper's lack of a two-week silicone hydrogel product would prevent it from meeting its aggressive growth targets for 2005 and beyond, contrary to defendants' repeated representations that the Company's Proclear product was competing favorably against the silicone hydrogel products; and (vi) Cooper and Ocular in fact competed in the two-week lens market.
The complaint further alleges that when the truth emerged on November 21, 2005, and November 22, 2005, Cooper fell $21 per share, or 29%, to close at $51.47 per share on November 22, 2005. During the Class Period, insiders sold 1,970,233 shares of common stock for proceeds of $141,492,613.
The lawsuit was filed on behalf of all persons who purchased or acquired the publicly traded securities of The Cooper Companies, Inc. during the Class Period. Also included are all those who acquired Cooper through its acquisition of Ocular Sciences, Inc. ("Ocular").
As summarized by the Company’s FORM 10-Q For Quarterly Period Ended July 31, 2009, on February 15, 2006, Alvin L. Levine filed a putative securities class action lawsuit in the United States District Court for the Central District of California, Case No. SACV-06-169 CJC, against the Company, A. Thomas Bender, its Chairman of the Board and a director, Robert S. Weiss, its Chief Executive Officer and a director, and John D. Fruth, a former director. On May 19, 2006, the Court consolidated this action and two related actions under the heading In re Cooper Companies, Inc. Securities Litigation and selected a lead plaintiff and lead counsel pursuant to the provisions of the Private Securities Litigation Reform Act of 1995, 15 U.S.C. § 78u-4.
The lead plaintiff filed a consolidated complaint on July 31, 2006. The consolidated complaint was filed on behalf of all purchasers of the Company’s securities between July 28, 2004, and December 12, 2005, including persons who received Company securities in exchange for their shares of Ocular Sciences, Inc. (Ocular) in the January 2005 merger pursuant to which the Company acquired Ocular. In addition to the Company, Messrs. Bender, Weiss, and Fruth, the consolidated complaint named as defendants several of the Company’s other current officers and directors and former officers. On July 13, 2007, the Court granted Cooper’s motion to dismiss the consolidated complaint and granted the lead plaintiff leave to amend to attempt to state a valid claim.
On August 9, 2007, the lead plaintiff filed an amended consolidated complaint. In addition to the Company, the amended consolidated complaint names as defendants Messrs. Bender, Weiss, Fruth, Steven M. Neil, the Company’s former Executive Vice President and Chief Financial Officer, and Gregory A. Fryling, CooperVision’s former President and Chief Operating Officer.
The amended consolidated complaint purports to allege violations of Sections 10(b) and 20(a) of the Securities and Exchange Act of 1934 by, among other things, contending that the defendants made misstatements concerning the Biomedics® product line, sales force integration following the merger with Ocular, the impact of silicone hydrogel lenses and financial projections. The amended consolidated complaint also alleges that the Company improperly accounted for assets acquired in the Ocular merger by improperly allocating $100 million of acquired customer relationships and manufacturing technology to goodwill (which is not amortized against earnings) instead of to intangible assets other than goodwill (which are amortized against earnings), that the Company lacked appropriate internal controls and issued false and misleading Sarbanes-Oxley Act certifications.
On October 23, 2007, the Court granted in-part and denied in-part Cooper and the individual defendants’ motion to dismiss. The Court dismissed the claims relating to the Sarbanes-Oxley Act certifications and the Company’s accounting of assets acquired in the Ocular merger. The Court denied the motion as to the claims related to alleged false statements concerning the Biomedics product line, sales force integration, the impact of silicone hydrogel lenses and the Company’s financial projections. On November 28, 2007, the Court dismissed all claims against Mr. Fruth. On December 3, 2007, the Company and Messrs. Bender, Weiss, Neil and Fryling answered the amended consolidated complaint. On April 8, 2008, the Court granted a motion by Mr. Neil for judgment on the pleadings as to him. A February 17, 2010, trial date has been set and discovery has commenced. On January 6, 2009, the Court granted plaintiffs’ motion for class certification. The certified class consists of those persons who purchased or otherwise acquired Cooper common stock between July 28, 2004 and November 21, 2005.
On December 21, 2009, the defendants filed motions for summary judgment. The motions were denied in substantial part on March 4, 2010.
According to a press release dated May 4, 2010, the Cooper Companies, Inc.
(NYSE:COO) announced that it has reached an agreement in principle to settle all claims in the consolidated class action, pending in the United States District Court for the Central District of California, brought on behalf of a class of stockholders who purchased common stock of the Company during the period from July 28, 2004 through November 21, 2005. Cooper will record, in its quarter ended April 30, 2010, a charge in the amount of $27.0 million for the settlement. The settlement is subject to the completion of a final written settlement agreement and court approval.
On July 29, 2010, the lead plaintiffs filed a motion for preliminary approval of the settlement. That same day, the lead plaintiffs filed the Settlement Agreement. The settlement was preliminarily approved on August 16, 2010. On December 13, 2010, Judge Cormac J. Carney approved the settlement, approved the plan of allocation, awarded lead counsel’s attorney fees and expenses, and signed the final judgment order of dismissal with prejudice.