Eichenholtz v. Verifone Holdings, Inc. et al

Filing 319

ORDER 307 Preliminarily Approving Settlement and Providing for Notice by Judge Edward M. Chen. (Attachments: # 1 Exhibit A-1, # 2 Exhibit A-2, # 3 Exhibit A-3). (emcsec, COURT STAFF) (Filed on 10/15/2013) Modified on 10/15/2013 (emcsec, COURT STAFF).

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1 ROBBINS GELLER RUDMAN & DOWD LLP 2 CHRISTOPHER P. SEEFER (201197) CHRISTOPHER M. WOOD (254908) 3 Post Montgomery Center One Montgomery Street, Suite 1800 4 San Francisco, CA 94104 Telephone: 415/288-4545 5 415/288-4534 (fax) chriss@rgrdlaw.com 6 cwood@rgrdlaw.com – and – 7 PATRICK J. COUGHLIN (111070) RANDI D. BANDMAN (145212) 8 FRANCIS A. DIGIACCO (265625) 655 West Broadway, Suite 1900 9 San Diego, CA 92101 Telephone: 619/231-1058 10 619/231-7423 (fax) patc@rgrdlaw.com 11 randib@rgrdlaw.com fdigiacco@rgrdlaw.com 12 Lead Counsel for Plaintiffs 13 UNITED STATES DISTRICT COURT 14 NORTHERN DISTRICT OF CALIFORNIA 15 In re VERIFONE HOLDINGS, INC. ) Master File No. 3:07-cv-06140-EMC 16 SECURITIES LITIGATION ) ) CLASS ACTION 17 ) ) PROOF OF CLAIM AND RELEASE This Document Relates To: 18 ) ) EXHIBIT A-2 ALL ACTIONS. 19 ) 20 21 22 23 24 25 26 27 28 854002_3 1 I. GENERAL INSTRUCTIONS 2 1. To recover as a Member of the Class based on your claims in the consolidated action 3 entitled In re VeriFone Holdings, Inc. Securities Litigation, Master File No. 3:07-cv-06140-EMC 4 (the “Litigation”), you must complete and, on page 10 hereof, sign this Proof of Claim and Release 5 form (“Proof of Claim”). If you fail to file a properly addressed (as set forth in paragraph 3 below) 6 7 Proof of Claim, your claim may be rejected and you may be precluded from any recovery from the 8 Net Settlement Fund created in connection with the proposed settlement. 2. 9 Submission of this Proof of Claim, however, does not assure that you will share in the 10 proceeds of the settlement of the Litigation. 11 12 3. YOU MUST MAIL YOUR COMPLETED AND SIGNED PROOF OF CLAIM POSTMARKED ON OR BEFORE JANUARY 29, 2014, ADDRESSED AS FOLLOWS: 13 VeriFone Securities Litigation Claims Administrator c/o Gilardi & Co. LLC P.O. Box 8040 San Rafael, CA 94912-8040 14 15 16 17 18 If you are NOT a Member of the Class (as defined in the Notice of Proposed Settlement of Class Action (“Notice”)) DO NOT submit a Proof of Claim. 4. 19 20 If you are a Member of the Class and you did not timely request exclusion in connection with the proposed settlement, you are bound by the terms of any judgment entered in the 21 Litigation, including the releases provided therein, WHETHER OR NOT YOU SUBMIT A PROOF 22 OF CLAIM. 23 II. CLAIMANT IDENTIFICATION 24 If you purchased VeriFone Systems, Inc. (f/k/a VeriFone Holdings, Inc.) common stock or 25 VeriFone put or call options (collectively “VeriFone Publicly Traded Securities”) and held the 26 certificate(s) in your name, you are the beneficial purchaser as well as the record purchaser. If, 27 however, you purchased VeriFone Publicly Traded Securities and the certificate(s) were registered in 28 854002_3 PROOF OF CLAIM AND RELEASE - 3:07-cv-06140-EMC -1- 1 the name of a third party, such as a nominee or brokerage firm, you are the beneficial purchaser and 2 the third party is the record purchaser. 3 Use Part I of this form entitled “Claimant Identification” to identify each purchaser of record 4 (“nominee”), if different from the beneficial purchaser of the VeriFone Publicly Traded Securities 5 which forms the basis of this claim. THIS CLAIM MUST BE FILED BY THE ACTUAL 6 BENEFICIAL PURCHASER(S) OR THE LEGAL REPRESENTATIVE OF SUCH 7 PURCHASER(S) OF THE VERIFONE PUBLICLY TRADED SECURITIES UPON WHICH THIS 8 CLAIM IS BASED. 9 All joint purchasers must sign this claim. Executors, administrators, guardians, conservators, 10 and trustees must complete and sign this claim on behalf of persons represented by them and their 11 authority must accompany this claim and their titles or capacities must be stated. The Social 12 Security (or taxpayer identification) number and telephone number of the beneficial owner may be 13 used in verifying the claim. Failure to provide the foregoing information could delay verification of 14 your claim or result in rejection of the claim. 15 III. CLAIM FORM 16 Use Part II of this form entitled “Schedule of Transactions in VeriFone Publicly Traded 17 Securities” to supply all required details of your transaction(s) in VeriFone Publicly Traded 18 Securities. Use Part III of this form entitled “Schedule of Transactions in VeriFone Options” to 19 supply all required details of your transaction(s) in put and call options of VeriFone common stock. 20 If you need more space or additional schedules, attach separate sheets giving all of the required 21 information in substantially the same form. Sign and print or type your name on each additional 22 sheet. 23 On the schedules, provide all of the requested information with respect to all of your 24 purchases of VeriFone Publicly Traded Securities which took place at any time from August 31, 25 2006 to April 1, 2008, inclusive (the “Class Period”), and all of your sales of VeriFone common 26 stock which took place at any time from August 31, 2006 to June 30, 2008, inclusive, and all of your 27 sales of other VeriFone Publicly Traded Securities which took place at any time from August 31, 28 2006 to April 1, 2008, inclusive, whether such transactions resulted in a profit or a loss. You must 854002_3 PROOF OF CLAIM AND RELEASE - 3:07-cv-06140-EMC -2- 1 also provide all of the requested information with respect to all of the VeriFone Publicly Traded 2 Securities you held at the close of trading on August 30, 2006 and April 1, 2008, as well as the 3 number of shares of VeriFone common stock held at the close of trading on June 30, 2008. Failure 4 to report all such transactions may result in the rejection of your claim. 5 List each transaction in the Class Period separately and in chronological order, by trade date, 6 beginning with the earliest. You must accurately provide the month, day, and year of each 7 transaction you list. 8 The date of covering a “short sale” is deemed to be the date of purchase of VeriFone 9 common stock. The date of a “short sale” is deemed to be the date of sale of VeriFone common 10 stock. 11 Copies of broker confirmations or other documentation of your transactions in VeriFone 12 Publicly Traded Securities should be attached to your claim. Failure to provide this documentation 13 could delay verification of your claim or result in rejection of your claim. 14 NOTICE REGARDING ELECTRONIC FILES: Certain claimants with large numbers of 15 transactions may request, or may be requested, to submit information regarding their transactions in 16 electronic files. All claimants MUST submit a manually signed paper Proof of Claim whether or not 17 they also submit electronic copies. If you wish to file your claim electronically, you must contact the 18 Claims Administrator at 1-888-283-8026 to obtain the required file layout. No electronic files will 19 be considered to have been properly submitted unless the Claims Administrator issues to the 20 claimant a written acknowledgment of receipt and acceptance of electronically submitted data. 21 22 23 24 25 26 27 28 854002_3 PROOF OF CLAIM AND RELEASE - 3:07-cv-06140-EMC -3- 1 UNITED STATES DISTRICT COURT 2 NORTHERN DISTRICT OF CALIFORNIA 3 In re VeriFone Holdings, Inc. Securities Litigation, Master File No. 3:07-cv-06140-EMC 4 PROOF OF CLAIM AND RELEASE 5 Must Be Postmarked No Later Than: 6 January 29, 2014 7 Please Type or Print 8 PART I: CLAIMANT IDENTIFICATION 9 10 Beneficial Owner’s Name (First, Middle, Last) 11 Street Address 12 13 City State or Province Zip Code or Postal Code Country 14 15 16 17 Social Security Number or 18 Taxpayer Identification Number 19 ___________ Area Code Telephone Number (work) Area Code Individual Corporation/Other Telephone Number (home) 20 21 22 23 Record Owner’s Name (if different from beneficial owner listed above) 24 25 26 27 28 854002_3 PROOF OF CLAIM AND RELEASE - 3:07-cv-06140-EMC -4- 1 PART II: SCHEDULE OF TRANSACTIONS IN VERIFONE PUBLICLY TRADED SECURITIES 2 3 4 1. Common Stock A. Number of shares of VeriFone common stock held at the close of trading on August 30, 2006: _______ B. Purchases of VeriFone common stock (August 31, 2006 – April 1, 2008, inclusive): 5 6 7 Trade Date Month Day Year Number of Total Purchase Price Shares Purchased 1.____________ 1.____________ 1.____________ 2.____________ 2.____________ 2.____________ 3.____________ 3.____________ 3.____________ 8 9 10 11 12 13 IMPORTANT: Identify by number listed above all purchases in which you covered a “short sale”: ________________ C. 14 Sales of VeriFone common stock (August 31, 2006 – June 30, 2008, inclusive): Trade Date Month Day Year 18 1.____________ 1.____________ 2.____________ 2.____________ 3.____________ 17 Total Sales Price 2.____________ 16 Number of Shares Sold 1.____________ 15 3.____________ 3.____________ 19 20 21 22 D. Number of shares of VeriFone common stock held at the close of trading on April 1, 2008: ________________________ E. Number of shares of VeriFone common stock held at the close of trading on June 30, 2008: ________________________ 23 24 25 26 27 28 854002_3 PROOF OF CLAIM AND RELEASE - 3:07-cv-06140-EMC -5- 1 2 PART III. SCHEDULE OF TRANSACTIONS IN VERIFONE OPTIONS 3 PURCHASES/REPURCHASES 4 A. I made the following purchase/repurchase of options on VeriFone common stock during the period from August 31, 2006 through April 1, 2008, inclusive: 5 6 7 8 9 10 11 12 13 14 SALES/WRITTEN 15 B. I made the following sales/written options on VeriFone common stock during the period from 16 August 31, 2006 through April 1, 2008, inclusive: 17 18 19 20 21 22 23 24 25 26 If you require additional space, attach extra schedules in the same format as above. Sign and 27 print your name on each additional page. 28 854002_3 PROOF OF CLAIM AND RELEASE - 3:07-cv-06140-EMC -6- 1 YOU MUST READ AND SIGN THE RELEASE ON PAGE 10. FAILURE TO SIGN 2 THE RELEASE MAY RESULT IN A DELAY IN PROCESSING OR THE REJECTION OF 3 YOUR CLAIM. 4 IV. SUBMISSION TO JURISDICTION OF COURT AND ACKNOWLEDGMENTS 5 I (We) submit this Proof of Claim under the terms of the Stipulation of Settlement described 6 in the Notice. I (We) also submit to the jurisdiction of the United States District Court for the 7 Northern District of California, with respect to my (our) claim as a Class Member and for purposes 8 of enforcing the release set forth herein. I (We) further acknowledge that I am (we are) bound by 9 and subject to the terms of any judgment that may be entered in the Litigation. I (We) agree to 10 furnish additional information to the Claims Administrator to support this claim (including 11 transactions in other VeriFone securities) if requested to do so. I (We) have not submitted any other 12 claim covering the same purchases or sales of VeriFone Publicly Traded Securities during the Class 13 Period and know of no other person having done so on my (our) behalf. 14 V. RELEASE 15 1. I (We) hereby acknowledge full and complete satisfaction of, and do hereby fully, 16 17 finally, and forever settle, release, and discharge from the Released Claims each and all of the 18 “Released Persons,” defined as each and all of the Defendants and their Related Parties. “Related 19 Parties” means each of a Defendant’s past or present directors, officers, employees, partners, 20 insurers, co-insurers, reinsurers, controlling shareholders, attorneys, accountants or auditors, 21 personal or legal representatives, predecessors, successors, parents, subsidiaries, divisions, joint 22 ventures, agents, assigns, spouses, heirs, executors, estates, administrators, related or affiliated 23 entities, any entity in which a Defendant has a controlling interest, any members of any Individual 24 25 Defendant’s immediate family, or any trust of which any Individual Defendant is the settlor or which 26 is for the benefit of any Individual Defendant’s family. 27 2. “Released Claims” means any and all claims, debts, demands, disputes, rights, causes 28 of action, suits, matters, damages, or liabilities of any kind, nature, and character whatsoever 854002_3 PROOF OF CLAIM AND RELEASE - 3:07-cv-06140-EMC -7- 1 (including, but not limited to, any claims for damages, interest, attorneys’ fees, expert or consulting 2 fees, and any and all other costs, expenses or liabilities whatsoever), whether under federal, state, 3 4 local, statutory, common law, foreign law, or any other law, rule or regulation, whether fixed or contingent, accrued or unaccrued, liquidated or unliquidated, at law or in equity, matured or 5 6 7 unmatured, including Unknown Claims (collectively, “Claims”), that both (1) concern, arise out of, relate to, or are based upon the purchase of VeriFone Publicly Traded Securities during the Class 8 Period and (2) were asserted or could have been asserted by Lead Plaintiff or any Class Member 9 against any of the Released Persons in this Action. Released Claims do not include any derivative 10 claims. 11 12 13 14 15 16 17 18 19 20 21 22 3. “Unknown Claims” means any Released Claims which Lead Plaintiff or any Class Member does not know or suspect to exist in his, her, or its favor at the time of the release of the Released Persons which, if known by him, her, or it, might have affected his, her, or its settlement with and release of the Released Persons, or might have affected his, her, or its decisions with respect to this settlement. With respect to any and all Released Claims, the Settling Parties stipulate and agree that, upon the Effective Date, Lead Plaintiff shall expressly waive and relinquish, and each of the Class Members shall be deemed to have, and by operation of the Judgment shall have, expressly waived and relinquished, the provisions, rights, and benefits of California Civil Code §1542, which provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. 23 Lead Plaintiff shall expressly waive and relinquish, and each of the Class Members shall be deemed 24 to have, and by operation of the Judgment shall have, expressly waived and relinquished, any and all 25 provisions, rights, and benefits conferred by any law of any state or territory of the United States, or 26 principle of common law, which is similar, comparable or equivalent to California Civil Code 27 §1542. Lead Plaintiff and Class Members may hereafter discover facts in addition to or different 28 from those which he, she or it now knows or believes to be true with respect to the subject matter of 854002_3 PROOF OF CLAIM AND RELEASE - 3:07-cv-06140-EMC -8- 1 the Released Claims, but Lead Plaintiff upon the Effective Date shall expressly, fully, finally, and 2 forever settle and release and each Class Member, upon the Effective Date, shall be deemed to have, 3 and by operation of the Judgment shall have, fully, finally, and forever settled and released any and 4 all Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, 5 whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of 6 law or equity now existing or coming into existence in the future, including, but not limited to, 7 conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule, 8 without regard to the subsequent discovery or existence of such different or additional facts. Lead 9 Plaintiff acknowledges, and the Class Members shall be deemed by operation of the Judgment to 10 have acknowledged, that the foregoing waiver was separately bargained for and a key element of the 11 settlement of which this release is a part. 12 4. I (We) hereby warrant and represent that I (we) have not assigned or transferred or 13 purported to assign or transfer, voluntarily or involuntarily, any matter released pursuant to this 14 15 release or any other part or portion thereof. 5. I (We) hereby warrant and represent that I (we) have included information about all 16 17 18 of my (our) transactions in VeriFone Publicly Traded Securities which occurred during the Class Period as well as the number of shares of VeriFone Publicly Traded Securities held by me (us) at the 19 close of trading on August 30, 2006 and April 1, 2008, as well as the number of shares of VeriFone 20 common stock held by me (us) on June 30, 2008. 21 I (We) declare under penalty of perjury under the laws of the United States of America that 22 all of the foregoing information supplied on this Proof of Claim by the undersigned is true and 23 correct. 24 25 26 27 28 854002_3 PROOF OF CLAIM AND RELEASE - 3:07-cv-06140-EMC -9- 1 Executed this ________________ day of __________________ (Month/Year) 2 in ____________________________________________________ (City) (State/Country) 3 4 (Sign your name here) 5 6 (Type or print your name here) 7 (Capacity of person(s) signing, e.g., Beneficial Purchaser, Executor or Administrator) 8 9 ACCURATE CLAIMS PROCESSING TAKES A SIGNIFICANT AMOUNT OF TIME. THANK YOU FOR YOUR PATIENCE. 10 11 12 13 14 15 16 Reminder Checklist: 1. Please sign the above release and declaration. 2. Remember to attach supporting documentation, if available. 3. Do not send original stock certificates. 4. Keep a copy of your claim form and all supporting documentation for your records. 5. If you desire an acknowledgment of receipt of your claim form, please send it Certified Mail, Return Receipt Requested. 6. If you move, please send us your new address. 17 18 19 20 21 22 23 24 25 26 27 28 854002_3 PROOF OF CLAIM AND RELEASE - 3:07-cv-06140-EMC - 10 -

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