In re Trident Microsystems, Inc. Derivative Litigation

Filing 148

ORDER PRELIMINARILY APPROVING PARTIAL DERIVATIVE SETTLEMENT AND PROVIDING FOR NOTICE. Signed by Judge Jeremy Fogel on 10/23/2009. (jflc3, COURT STAFF) (Filed on 10/23/2009)

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1 2 3 **E-Filed 10/23/2009** 4 5 6 7 8 UNITED STATES DISTRICT COURT 9 NORTHERN DISTRICT OF CALIFORNIA 10 SAN JOSE DIVISION 11 ) Master File No. C06-3440-JF ) This Document Relates To: 14 ) ) ) ) ) ----------------(PROPOSED)- ORDER PRELIMINARILY APPROVING PARTIAL DERIVATIVE SETTLEMENT AND PROVIDING FOR ) NOTICE ALL ACTIONS. 15 16 17 18 19 20 21 22 23 24 25 26 27 28 1 WHEREAS, the Settling Parties have made application, pursuant to Federal Rule of Civil 2 Procedure 23.1, for an order (i) preliminarily approving the proposed settlement (the "Settlement") 3 of the above-captioned shareholder derivative action (the "Federal Derivative Action") and the 4 related derivative action pending in the Superior Cour of the State of California for the County of 5 Santa Clara entitled Limke v. Lin, et al., No.1 :07-cv-080390 (the "State Derivative Action") 6 (collectively, the "Derivative Actions"), in accordance with a Stipulation of Parial Settlement, dated 7 October 20,2009, and the Exhibits thereto (the "Stipulation"), and (ii) approving for distribution of 8 the Notice of Partial Derivative Settlement (the "Notice"); 9 WHEREAS, the Stipulation sets forth the terms and conditions of the Settlement; 10 WHEREAS, the Settlement appears to be the product of serious, informed, non-collusive 11 negotiations and falls within the range of possible approval; 12 WHEREAS, all capitalized terms contained herein shall have the same meanings as set forth 13 in the Stipulation (in addition to those capitalized terms defined herein); and 14 WHEREAS, this Court, having considered the Stipulation and the Exhibits anexed thereto 15 and having heard the arguments of the Settling Parties at the preliminary approval hearing: 16 NOW THEREFORE, IT is HEREBY ORDERED: 17 1. This Court does hereby preliminarily approve, subject to further consideration at the the Settlement set forth therein. 18 Settlement Hearing described below, the Stipulation and the terms of 19 2. A hearing (the "Settlement Hearing") shall be held before this Court on 9:00 a .m. in Courtroom 20 February 5, 2010 t a 21 Northern District of of the United States District Court for the California, San Jose Division, Robert F. Peckham Federal Building and United 22 States Courthouse, 280 South First Street, San Jose, CA 95113, to determine whether: 23 (a) the terms and conditions of the Settlement provided for in the Stipulation are 24 fair, reasonable, adequate, and in the best interests of Trident and current Trident shareholders; and 25 (b) an order and judgment as provided for in il1.9 of the Stipulation should be 26 entered. 27 3. The Court approves, as to form and content, the Notice annexed as Exhibit A-I the Stipulation and publication of 28 hereto, and finds that the filing of the Notice substantially in the AND PROVIDING FOR NOTICE - C06-3440-JF - 1 _ (--R----O--E--- ORDER PRELIMINARILY APPROVING PARTIAL DERIVATIVE SETTLEMENT P - OP - S - D) 1 manner and form set forth in il4.2 of the Stipulation, meets the requirements of Federal Rule of Civil 2 Procedure 23.1 and due process, is the best notice practicable under the circumstances, and shall 3 constitute due and sufficient notice to all Persons entitled thereto of all matters relating to the 4 Settlement. 5 4. Not later than ten (10) business days following entry of this Order, Trident shall cause 6 the Stipulation and the Notice, substantially in the form annexed as Exhibit A-I hereto, to be 7 published on its website, such that visitors to the website home page wil readily find a hyperlink to 8 the Notice. 9 5. Not later than ten (10) business days following entry ofthis Order, Trident shall cause 10 a copy of the Stipulation to be fied with the Securities and Exchange Commission via a Form 8- K. 11 12 a copy of 6. Not later than ten (10) business days following entry of this Order, Trident shall cause the Notice, substantially in the form annexed as Exhibit A-I hereto, to be published once 13 in Investor's Business Daily. 14 7. All costs incurred in the filing of the Stipulation and publication of the Notice shall be 15 paid by Trident and Trident shall undertake all administrative responsibilty for fiing the Stipulation 16 and publication of the Notice. At least fourteen (14) calendar days prior 17 8. to the Settlement Hearing, Trident's counsel 18 shall serve on Federal Co-Lead Counsel and fie with the Court proof, by affdavit or declaration, of 19 such filing of the Stipulation and publication of the Notice. 20 9. All current Trident shareholders shall be bound by all orders, determinations, and 21 judgments in the Federal Derivative Action concerning the Settlement, whether favorable or 22 unfavorable to current Trident shareholders. 23 10. Pending final determination of whether the Settlement should be approved, no current 24 Trident shareholder shall commence or prosecute against any ofthe Individual Settling Defendants 25 or their Related Persons any action or proceeding in any court or tribunal asserting any of the 26 Released Claims. 27 11. All papers in support of the Settlement shall be fied with the Court and served at 28 least seven (7) calendar days prior to the Settlement Hearing. AND PROVIDING FOR NOTICE - C06-3440-JF - 2 - -P--OP--S--D)- ORDER PRELIMINARILY APPROVING PARTIAL DERIVATIVE SETTLEMENT ( - R--- O- E-- 1 12. Any current record holders and beneficial owners of common stock of Trident as of 2 February 5,2010------ may appear and show cause, if he, she or it has any reason why the terms of , 2009 3 the Settlement should not be approved as fair, reasonable, and adequate, or why a judgment should 4 not be entered thereon, provided, however, unless otherwse ordered by the Cour, no current Trident 5 shareholder shall be heard or entitled to contest the approval of all or any of the terms and conditions 6 of the Settlement, or, if approved, the Federal Judgment to be entered thereon approving the same, 7 unless that Person has, at least fourteen (14) days prior to the Settlement Hearing, fied with the 8 Clerk of the Court at the address listed below and served on the following counsel (delivered by 9 hand or sent by first class mail) appropriate proof of stock ownership, along with written objections, 10 including the basis therefore, and copies of any papers and briefs in support thereof: 11 12 13 14 15 Clerk of the Court UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA SAN JOSE DIVISION Robert F. Peckham Federal Building and United States Courthouse 280 South First Street San Jose, CA 95113 Counsellor Federal Plaintifs 16 17 18 Jeffrey D. Light COUGHLIN STOIA GELLER RUDMAN & ROBBINS LLP 655 West Broadway, Suite 1900 San Diego, CA 92101-3301 19 20 21 Eric L. Zagar Robin Winchester BARROW A Y TOPAZ KESSLER MEL TZER & CHECK, LLP 22 23 280 King of Prussia Road Radnor, PA 19087 Counsel lor State Plaintif 24 25 Marc M. Umeda ROBBINS UMEDA LLP 600 B Street, Suite 1900 San Diego, CA 92101 26 27 28 AND PROVIDING FOR NOTICE - C06-3440-JF - 3 - -P----P----E--) ORDER PRELIMINARILY APPROVING PARTIAL DERIVATIVE SETTLEMENT (- RO - OS -D 1 Counsel lor Trident by Its Special Litigation Committee 2 3 John D. Pernck BINGHAM McCUTCHEN LLP Three Embarcadero Center, Suite 1800 San Francisco, CA 94111-4066 4 Any current Trident shareholder who does not make his, her or its objection in the maner provided 5 herein shall be deemed to have waived such objection and shall forever be foreclosed from making 6 any objection to the fairness, reasonableness, or adequacy of the Settlement as incorporated in the 7 Stipulation, unless otherwise ordered by the Court, but shall otherwise be bound by the Federal 8 Judgment to be entered and the releases to be given. 9 13. The Court reserves the right to adjourn the date of the Settlement Hearing or modify 10 any other dates set forth herein without fuher notice to current Trident shareholders, and retains 11 jurisdiction to consider all further applications arising out of or connected with the Settlement. The 12 Court may approve the Settlement, with such modifications as may be agreed to by the Settling 13 Paries, if appropriate, without fuher notice to current Trident shareholders. October 23, 2009 THE HONORABLE JEREMY FOGEL UNITED STATES DISTRICT JUDGE 27 28 s/Jeffrey D. Light JEFFREY D. LIGHT AND PROVIDING FOR NOTICE - C06-3440-JF - 4 - -P--OP----ED) ORDER PRELIMINARILY APPROVING PARTIAL DERIVATIVE SETTLEMENT ( - R--- OS --- 1 655 West Broadway, Suite 1900 2 San Diego, CA 92101 Telephone: 619/231-1058 3 619/231-7423 (fax) 4 BARROW A Y TOPAZ KESSLER MEL TZER & CHECK, LLP 5 ERIC L. ZAGAR ROBIN WINCHESTER 6 J. DANIEL ALBERT 280 King of Prussia Road 7 Radnor, P A 19087 Telephone: 610/667-7706 8 610/667-7056 (fax) 9 Co-Lead Counsel for Plaintiffs 10 S :\Settlement\ Trident Deriv .set\A-00062253 .doc 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 AND PROVIDING FOR NOTICE - C06-3440-JF - 5 - -P--OP----ED) ORDER PRELIMINARILY APPROVING PARTIAL DERIVATIVE SETTLEMENT ( - R--- OS ---- EXHIBIT A-I COUGHLIN STOIA GELLER RUDMAN & ROBBINS LLP 2 SHA WN A. WILLIAMS (213113) CHRISTOPHER M. WOOD (254908) 1 3 100 Pine Street, Suite 2600 San Francisco, CA 94111 4 5 Telephone: 415/288-4545 415/288-4534 (fax) swiliams~csgrr.com cwood~csgrr.com - and - BARROW A Y TOPAZ KESSLER MEL TZER & CHECK, LLP 6 TRAVIS E. DOWNS in (148274) 7 JEFFREY D. LIGHT (159515) BENNY C. GOODMAN ni (211302) 8 655 West Broadway, Suite 1900 San Diego, CA 92101 9 Telephone: 619/231-1058 ERIC L. ZAGAR (250519) ROBIN WINCHESTER J. DANIEL ALBERT 280 King of Prussia Road Radnor, P A 19087 Telephone: 610/667-7706 610/667-7056 (fax) 619/231-7423 (fax) 10 11 travisd~csgrr .com jeff~csgrr.com bgoodman~csgrr.com Co-Lead Counsel for Plaintiffs 12 13 ezagar~btkmc.com rwinchester~btkmc.com dalbert~btkmc.com UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA SAN JOSE DIVISION ) Master File No. C06-3440-JF ) 14 15 16 In re TRIDENT MICROSYSTEMS, INC., DERIVATIVE LITIGATION 17 ) NOTICE OF PARTIAL DERIVATIVE 18 This Document Relates To: 19 ) SETTLEMENT ) ) EXHIBIT A-I ) ) ALL ACTIONS. 20 21 22 23 24 25 26 27 28 1 TO: ALL CURRNT RECORD HOLDERS AND BENEFICIAL OWNERS OF THE COMMON STOCK OF TRIDENT MICROSYSTEMS, INC. ("TRIDENT" OR 2 THE "COMPANY") AS OF OCTOBER 20, 2009 3 PLEASE TAKE NOTICE that the above-captioned shareholder derivative litigation (the 4 "Litigation"), as well as the action in Santa Clara Superior Court entitled Limke v. Lin, et al., Santa 5 Clara Superior Court Case No.1 :07cv080390 (collectively, the "Derivative Actions"), are being 6 settled with Glen Antle, Jung-Herng Chang, Shyur-Jen Paul Chien, Yasushi Chikagami, Charles 7 Dickinson, John S. Edmunds, Richard Hegberg, Peter Jen, James Lindstrom, Gerr Liu, Leonard 8 Liu, John Luke, Amir Mashkoori, Milard Phelps, W. Steven Rowe, and Richard Silverman on the i 9 terms set forth in a Stipulation of Partial Settlement dated October 20, 2009 (the "Stipulation"). 1 0 The terms ofthe settlement set forth in the Stipulation (the "Settlement") include: (1) cash payments 11 by certain Trident offcers totaling $1,744,909; (2) the waiver by certain Trident officers to claims 12 against the Company with a value of $2,232,847.97 as determined by the SLC; and (3) Trident's 13 payment of Plaintiffs' Counsel's expenses in the amount of $750,000. 14 IF YOU ARE A CURRNT OWNER OF TRIDENT COMMON STOCK, YOUR RIGHTS 15 MAY BE AFFECTED BY PROCEEDINGS IN THE LITIGATION. 16 On ,2010, at 9:00 a.m., a hearing (the "Settlement Hearing") wil be held 17 before the United States District Court for the Northern District of California, San Jose Division, 18 Robert F. Peckham Federal Building and United States Courhouse, 280 South First Street, San Jose, 19 CA 95113, to determine: (1) whether the terms of the Settlement should be approved as fair, 20 reasonable, and adequate; and (2) whether the Derivative Actions should be dismissed on the merits 21 and with prejudice. 22 Any shareholder of Trident that objects to the Settlement of the Derivative Actions shall have 23 a right to appear and to be heard at the Settlement Hearing, provided that he, she, or it was a 24 25 i 26 the text of the Securities and Exchange Commission. The Stipulation can also be viewed at 27 ww..com.. All capitalized terms herein have the same meanings as set forth in the Stipulation 28 NOTICE OF PARTIAL DERIVATIVE SETTLEMENT - C06-3440-JF This Notice should be read in conjunction with, and is qualified in its entirety by reference to, the Stipulation, which has been fied with the Federal Court and on a Form 8K filed with -1- 1 shareholder of record or beneficial owner as of October _,2009. Any shareholder of Trident who 2 satisfies this requirement may enter an appearance through counsel of such shareholder's own 3 choosing and at such shareholder's own expense or may appear on their own. However, no 4 shareholder of Trident shall be heard at the Settlement Hearing unless no later than fourteen (14) 5 days prior to the date of the Settlement Hearing, such shareholder has fied with the Court and 6 delivered to Plaintiffs' Counsel and the Special Litigation Committee's counsel, a written notice of 7 objection, their ground for opposing the Settlement, and proof of both their status as a shareholder 8 and the dates of stock ownership in Trident. Only shareholders who have fied and delivered valid 9 and timely written notices of objection wil be entitled to be heard at the Settlement Hearing unless 10 the Court orders otherwise. 11 If you wish to object to the Settlement, you must fie a written objection setting forth the 12 grounds for such an objection with the Court at the address below on or before ,2009, 13 with service on the following paries on or before 14 15 ,2009: 16 17 18 Clerk of the Court UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA SAN JOSE DIVISION Robert F. Peckham Federal Building and United States Courthouse 280 South First Street San Jose, CA 95 n 3 Counsel for Federal Plaintifs 19 20 21 Jeffrey D. Light COUGHLIN STOIA GELLER RUDMAN & ROBBINS LLP 655 West Broadway, Suite 1900 San Diego, CA 92101-3301 Eric L. Zagar Robin Winchester 22 23 BARROW A Y TOPAZ KESSLER 24 25 MELTZER & CHECK, LLP 280 King of Prussia Road Radnor, PA 19087 26 27 28 NOTICE OF PARTIAL DERIVATIVE SETTLEMENT - C06-3440-JF -2- 1 Counsel for State Plaintiff 2 3 4 5 Marc M. Umeda A TTN: Client Relations Department ROBBINS UMEDA LLP 600 B Street, Suite 1900 San Diego, CA 92101 Counsel for Trident by Its Special Litigation Committee John D. Pernick BINGHAM McCUTCHEN LLP Three Embarcadero Center, Suite 1800 6 7 8 San Francisco, CA 94111-4066 Inquiries may be made to Plaintiffs' Counsel: Rick Nelson, c/o Shareholder Relations, 9 Coughlin Stoia Geller Rudman & Robbins LLP, 655 West Broadway, Suite 1900, San Diego, CA 10 92101; telephone 619-231-1058. 11 12 DATED 13 ,2009 BY ORDER OF THE COURT UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA SAN JOSE DIVISION 14 S:\Settlement\Trident Deriy .set\(y I) A I-00062252.doc 15 16 17 18 19 20 21 22 23 24 25 26 27 28 NOTICE OF PARTIAL DERIVATIVE SETTLEMENT - C06-3440-JF -3- 1 CERTIFICATE OF SERVICE 2 I hereby certify that on October 21,2009, I electronically fied the foregoing with the Clerk 3 of the Court using the CMCF system which wil send notification of such fiing to the e-mail 4 addresses denoted on the attached Electronic Mail Notice List, and I hereby certify that I have 5 mailed the foregoing document or paper via the United States Postal Service to the non-CM/ECF 6 paricipants indicated on the attached Manual Notice List. 7 I certify under penalty of perjury under the laws of the United States of America that the 8 foregoing is true and correct. Executed on October 21, 2009. 9 10 11 s/Jeffrey D. Light JEFFREY D. LIGHT 12 13 COUGHLIN STOIA GELLER RUDMAN & ROBBINS LLP 655 West Broadway, Suite 1900 San Diego, CA 92101-3301 Telephone: 619/231-1058 14 15 619/231-7423 (fax) E-mail: jeff1~csgrr.com 16 17 18 19 20 21 22 23 24 25 26 27 28 CAND-ECF - Page 1 of 1 Mailng Information for a Case 5:06-cv-03440-JF Electronic Mail Notice List The following are those who are currently on the list to receive e-mail notices for this case. . Thomas Grimes Allen Thorn as.Allen(1pil Isbury law .com .al ison .rousseau(1pi i Isburylaw .com . Daniel J. Bergeson dbergeson(1be-law. com,swalker(1be-law .com . Justin S. Chang jchang(1shearan .com,rcheatham(1shearan .com . Travis E. Downs, III travisd(1csgr.com,e Jile _ sd(1csgr.com . Jeffrey S. Facter jfacter(1shearan.com,rcheatham(1shearan.com . Sarah A. Good sgood(1howardrice.com ,bhastings(1howardrice .com . Robert S. Green CAND. USCOUR TS(1CLASSCOUNSEL.COM . David F. Gross david.gross(1dlapi per .com . Hway-Ling Hsu hhsu(1be-law. com,emtofelogo(1be-Iaw .com . Jin H. Kim jkim(1rice.com . Charles J. Landy charles.landy(1pillsburylaw.com . James Arthur Maro jmaro(1btkmc.com,der _ fi Iings(1sbtklaw .com . Caroline McIntyre cmci ntyre(1be-1 aw. com .swal ker(1be-1 aw. com . Ann Carole Moorman ann(1acmoorm ani aw. com .ss. acm I aw(1gmai I. com .inoorranac(1aol .com . David Allen Priebe david. priebe(1dlapiper.com,margaret. austin(1dlapiper.com,stacy .murray(1dl apiper .com . Patrick David Robbins probbins(1shearran .com ,rcheatham(1shearran. com . Clara Shin cshin(1hrice.com,ccamp(1owardrice.com . David Sidney Steuer dsteuer(1wsgr.com . Jason Takenouchi jasontakenouchi (1quinnemauel.com . Shawn A. Wiliams shawnw(1csgrr .com jdecena(1csgr .com ,trav; sd(1csgrr .com ,e _file _ sf(1csgr .com,cwood(1csgr.com ,e _ fie _ sd(1csgr .com . Lloyd Winawer Iwinawer(1goodwinprocter .com ,sasmith(1goodwinprocter.com ,bwilliams(1goodwinprocter.com,monyeagbako(1goodwinprocter .com,cburgos(1goodwinprocter.com . Christopher Martin Wood cwood(1csgr.com ,aserros(1csgr.comjdecena(1csgr .com,kuang(1csgr .com . Eric L. Zagar ezagar(1btkc.com ,rwinchester(1btkmc.com, tkao(1btkmc.com,der _ filings(1btkc.com Manual Notice List The following is the list of attorneys who are not on the list to receive e-mail notices for this case (who therefore require manual noticing). You may wish to use your mouse to select and copy this list into your word processing program in order to create notices or labels for these recipients. J. Daniel Albert Barroway Topaz Kessler Maltzer & Check, LLP 280 King of Prussia Road Radnor, PA i 9087 https://ecf,cand.uscourts.gov/cgi-bin/MailList.pl?115068373768756-L _170 _ 0-1 10/20/2009 Manual Service List * John D. Pernck BINGHAM McCUTCHEN LLP Three Embarcadero Center, Suite 1800 San Francisco, CA 94111-4066 Telephone: 415/393-2000 415/393-2286 (fax) *Denotes service via overnight delivery

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