According to the SEC, BigBand Networks, Inc. ("BigBand" or the Company) provides broadband service providers with network solutions that move, manage and monetize video.
The original class action lawsuit was filed against BigBand in the United States District Court for the Northern District of California, on behalf of shareholders who purchased the common stock of BigBand in connection with the Company's Initial Public Offering ("IPO") on or about March 15, 2007, or who purchased shares thereafter in the open market.
BigBand, certain of its officers and directors, and the Company's underwriters -- collectively, "Defendants" -- are charged with including, or allowing the inclusion of, materially false and misleading statements in the Registration Statement and Prospectus issued in connection with the IPO, in violation of the Securities Act of 1933.
The Complaint charges that BigBand raised over $159 million through the sale of 10.7 million shares, despite the Registration Statement's false and misleading statements issued in connection with the IPO. Specifically, the Complaint charges Defendants with failing to adequately conduct a due diligence investigation into the Company prior to the IPO, and that they failed to reveal BigBand was not performing according to plan, lacked significant controls and procedures, and lacked any reasonable basis to forecast near-term foreseeable financial and operational results.
The Complaint further alleges that Defendants failed to reveal the Company's results were already underperforming expectations at the time of the IPO, and that they had boosted the financial results of the quarter immediately prior to the offering by loading customers with unnecessary inventory -- such that sales in future quarters would foreseeably be adversely impacted as customers "worked off" excess inventory prior to purchasing more of BigBand's products. Additionally, the Complaint asserts that Defendants failed to disclose that the roll out of its new products was not proceeding according to its growth plan, and that this transition too was adversely impacting revenues in the near-term.
On September 28, 2007, BigBand shares fell over 30% in a single trading day -- falling from over $9.00 per share to below $6.00 per share, before closing at $6.49 on exceptionally heavy trading volume of almost 7 million shares. This precipitous decline occurred after the truth was revealed to investors the previous evening that the problems existing at the time of the IPO, and detailed in the Complaint, would result in extremely disappointing results for the third quarter of 2007, including substantially reduced revenues.
On February 14, 2008, the Court entered the Orders granting the motion to consolidate the cases and granting the motion to appoint lead Plaintiff and lead Counsel. On May 30, 2008, a Consolidated Class Action Complaint was filed by the Plaintiff, adding violations of §12(a)(2) of the Securities Act to the list of counts. On August 8, 2008, the Defendants filed motions to dismiss the Consolidated Class Action Complaint. On February 23, 2009, District Court Judge Saundra Brown Armstrong denied the two pending motions to dismiss, without prejudice to refilling.
On April 6, 2009, a motion for preliminary approval of the settlement was filed. The proposed settlement is in the amount of $11 million in cash. On June 1, 2009, Judge Saundra Brown Armstrong granted the motion for preliminary approval of the settlement. A Settlement Fairness Hearing was set for September 15, 2009. On September 22, 2009, Judge Saundra Brown Armstrong signed the order approving the settlement and approving the attorneys' fees and expenses.
