The original complaint charges ULTA and three of its officers with violations of the Federal Securities Laws. ULTA operates retail stores that sell cosmetics and related items. ULTA went public on October 25, 2007 ("IPO"), just nine days prior to the close of its fiscal third quarter on November 3, 2007 ("Third Quarter"). As alleged in the complaint, defendants issued materially false and misleading statements in connection with the IPO concerning ULTA's financial condition and the levels of its selling, general and administrative expenses inventories. On December 11, 2007, ULTA issued a press release disclosing the results of its Third Quarter, admitting that its inventories and SG&A expenses had risen dramatically in the Third Quarter. As a result of this startling disclosure, the price of ULTA common stock, which had been inflated by defendants' misrepresentations, declined in value.
According to the Company’s FORM 10-Q For the Quarterly Period Ended May 2, 2009, in December 2007 and January 2008, three putative securities class action lawsuits were filed against the Company and certain of its current and then-current executive officers in the United States District Court for the Northern District of Illinois. Each suit alleges that the prospectus and registration statement filed pursuant to the Company’s initial public offering contained materially false and misleading statements and failed to disclose material facts. Each suit claims violations of Sections 11, 12(a)(2) and/or 15 of the Securities Act of 1933, and the two later filed suits added claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as well as the associated Rule 10b-5. In February 2008, two of the plaintiffs filed competing motions to consolidate the actions and appoint lead plaintiffs and lead plaintiffs’ counsel. On March 18, 2008, after one of the plaintiffs withdrew his motion, the suits were consolidated and plaintiffs in the Mirsky v. ULTA action were appointed lead plaintiffs. Lead plaintiffs filed their amended complaint on May 19, 2008. The amended complaint alleges no new violations of the securities laws not asserted in the prior complaints. It adds no new defendants and drops one of the then-current officers as a defendant. On July 21, 2008, Defendants filed a motion to dismiss the Amended Complaint. On September 24, 2008, Lead Plaintiffs filed their opposition to the motion to dismiss, and on October 24, 2008, Defendants filed their reply memorandum in support of their motion to dismiss. On March 19, 2009, Defendants’ motion to dismiss was denied.
On May 29, 2009, the Company and its primary insurance carrier engaged in a mediation with counsel representing the putative class. Although defendants continue to deny plaintiffs’ allegations, in the interest of putting this matter behind it, the Company and its insurer have reached a tentative settlement with plaintiffs, subject to agreement on comprehensive settlement documentation and approval by the Court. All amounts to be paid under the tentative settlement will be paid out of proceeds of the Company’s directors and officers liability insurance coverage.
According to the Stipulation of Settlement filed on July 13, 2009, the proposed settlement is in the amount of $3,750,000 in cash. The lead plaintiffs also filed a motion for preliminary approval of the settlement. On August 7, 2009, the Honorable Robert W. Gettleman granted the motion for preliminary approval of the settlement. The action has been conditionally certified as a class, and the Settlement Fairness Hearing is set for November 16, 2009.
On November 16, 2009, the Settlement Fairness Hearing was held before the Honorable Robert W. Gettleman. That day, the Court approved the settlement as fair, reasonable and adequate and dismissed the amended complaint with prejudice. The Court entered the Order and Final Judgment of Dismissal with Prejudice on November 18, 2009. The civil case is terminated.