In re Atmel Corporation Derivative Litigation
REVISED ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FOR NOTICE re 273 . Signed by Judge Jeremy Fogel on 1/14/10. (dlm, COURT STAFF) (Filed on 1/21/2010)
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UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA SAN JOSE DIVISION
In re ATMEL CORPORATION DERIVATIVE LITIGATION
Master File No. CV 06-4592-JF
This Document Related To; All Actions.
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-IP-R-OP-OS-E---I REVISED ORDER PRELIMINARILY -- - --- --- - D APPROVING SETTLEMENT AND PROVIDING FOR NOTICE
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This matter came on for hearing on December 18, 2009. The Settling Parties have made 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 application, pursuant to Federal Rule of Civil Procedure 23.1, for an order: (i) preliminarily approving the proposed settlement of the above-captioned shareholder derivative action and the related State Actions pending in the Superior Court of the State of California, County of Santa Clara, and the Court of Chancery of the State of Delaware, in accordance with the Settlement Agreement dated December 9, 2009 (the Agreement") and (ii) approving for distribution of the Notice of Settlement. IT IS HEREBY ORDERED, ADJUDGED, AND DECREED AS FOLLOWS: 1, The Court, for purposes of this Preliminary Order, adopts the definitions set forth
in paragraphs 1.1 through 1.31 of the Agreement. 2. The Court preliminarily approves the settlement of the Actions set forth in this
Agreement as falling within the range of possible approval and meriting submission to Current Atmel Shareholders for consideration. 3, Not later than January 29, 2010, Atmel shall cause a Notice of Proposed
Settlement, substantially in the form of Exhibit B to the Agreement. to be filed with the Securities and Exchange Commission ("SEC") on Form 8-K. Atmel shall also file a copy of this Agreement as an exhibit to the Form 8-K. 4. Not later than January 29, 2010, Atmel shall issue a press release regarding the
Agreement and shall post a link to the Notice of Proposed Settlement on its website.
Not later than January 29, 2010, Atmel shall cause a summary notice of proposed Atmel shall bear the costs of this
settlement to be published in Investors Business Daily. advertisement. 6.
The Court finds that dissemination of information regarding the proposed
settlement in the manner set out in this Order constitutes the best notice practicable under the circumstances and complies fully with Rule 23.1 of the Federal Rules of Civil Procedure and the United States Constitution. 7. A settlement hearing shall be held on March 26, 2010 at 10:30 a.m., at the United
States District Court for the Northern District of California, 280 South First Street, San Jose, CA
SErTLEMINT AGREEMEN I CAsE3 No. 06-04592 JF 1718358.1
95113, at which the Court will determine: (i) whether the terms of the Agreement should be approved as fair, reasonable, and adequate: (ii) whether the separately negotiated payment of Plaintiffs' Counsel's attorneys' fees and expenses should be approved; and (iii) whether the above-entitled action should be dismissed on the merits and with prejudice. The Court may adjourn or continue the hearing without further notice to Current Atmel Shareholders. 8. Any Current Atmel Shareholder who objects to the settlement of the Actions, or
to the separately negotiated payment of Plaintiffs' Counsel's attorneys' fees and expenses, shall have a right to appear and be heard at the settlement hearing. Any such person must file with the Court and deliver to Plaintiffs' Counsel a written notice of objection postmarked on or before March 12, 2010. The objection should be accompanied by proof of ownership of Atmel stock, and shall contain a plain statement of the person's objections, along with any documents or other evidence the person wishes the Court to consider. Only Shareholders who have filed and
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delivered valid and timely written notices of objection will be entitled to be heard at the hearing, unless the Court orders otherwise. Federal Plaintiffs' Counsel shall provide copies of any and all such notices of objection to Counsel for Defendants at least five business days before the settlement hearing. 9. All paper including memoranda or briefs in support of the settlement shall be
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filed and saved seven (7) calendar days prior to the settlement hearing. 10. Any Current Atmel Shareholder who does not make an objection in the manner
provided herein shall be deemed to have waived any such objection. 11. All discovery and other proceedings between and among the Settling Parties in
the Actions are hereby stayed and/or enjoined until further order of the Court, except as may be necessary to implement the settlement of the Actions or comply with the terms of this Agreement. 12. Atmel, Settling Defendants, and all Current Atmel Shareholders are hereby barred
from commencing or prosecuting any direct or representative action asserting any of the Settled Claims against any of the Released Persons unless and until the Agreement is terminated 28 according to its terms.
SETTLEMENT AGREEMENT CASE No. 06-04592 iF 1718358.1
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The Court may, for good cause, extend any of the deadlines set forth in the Order
without further notice to Current Atmel Shareholders. 14. Neither this Preliminary Order, nor any of its terms or provisions, nor any of the
negotiations or proceedings connected with it, shall be referred to, offered as evidence, or received in evidence in any pending or future civil, criminal, or administrative action or proceedings, except in a proceeding to enforce the Preliminary Order, to defend against the assertion of the Settled Claims, or as otherwise required by law.
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1 _ 4_ 0 DATED:_/1_/1_____________
THE HONORABLE JEREMY FOGEL UNITED STATES DISTRICT JUDGE
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SETTLEMENT AGREEMENT CASE No. 06-04592 JF 1718358.1
1, Marta Stasik, the undersigned, declare: 1. That declarant is and was, at all times herein mentioned, a citizen of the United
States and a resident of the County of San Diego, over the age of 18 years, and not a party to or interested in the within action; that declarant's business address is 750 B Street, Suite 2770, San 6 Diego, California 92101. 2. 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
SETTLEN1INT AGREEMENT CASE No. 06-04592 JF 1718358.1
That on January 12. 2010. declarant served the following documents:
IPROPOSEDI REVISED ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FOR NOTICE via CM/ECF to the parties listed on the attached Service List. 3. That there is regular communication between the parties.
1 declare under penalty of perjury that the foregoing is true and correct. Executed this 12th day
2010, at San Diego, California.
ATMEL CORPORATION Service List September 27. 2006 Page 1
COUNSEL FOR PLAINTIFFS Francis M. Gregorek Betsy C. Manifold Rachele R. Rickert WOLF HALDENSTEIN ADLER FREEMAN & HERZ LLP 750 B Street, Suite 2770 San Diego. CA 92101 619/239-4599 619/234-4599 (fax) gregorekwhafhcom manifold>whafh.com nc kert(whath. corn Eric L. Zagar Eric Lechtzin Tara Kao BARRO WAY TOPAZ KESSLER MELTZER & CHECK LLP 280 King of Prussia Road Radnor, PA 19087 610/667-7706 610/667-7056 (fax) ezagarbtkmc .com email@example.com Nichole Browning BARRO WAY TOPAZ KESSLER MELTZER & CHECK LLP 580 California Street, Suite 1750 San Francisco, CA, CA 94104 415/400-3000 415/400-3001 (fax) nbrowningbtkmc .com Counsel for Plaintiff Anthony A. Noble Alan R. Plutzik L. Timothy Fisher BRAMSON. PLUTZIK, MAHLER & BIRKIIAEUSER, LLP 2125 Oak Grove Road, Suite 120 Walnut Creek, CA 94598 925/945-0200 925/945-8792 aplutzikbramsonp1utzik.corn 1tfisher(bramsonpl utzik.com Attorneys for Plaintiffs James Juengling and Kenneth Kelley COUNSEL FOR DEFENDANTS Darryl P. Rains Kenneth A. Kuwayti Brian L. Levine MORRISON & FOERSTER LLP 755 Page Mill Road Palo Alto, CA 94304-1018 650/813-5600 650/494-0792 (fax) firstname.lastname@example.org kkuwaytimofo.com email@example.com Attorneys for Defendants Graham Turner, Steven Laub, Kris Chellam, Jack Peckham, Donald Colvin. B. Jeffrey Katz, Francis Barton, T. Peter Thomas, Chaiho Kim, David Sugushita and Pierre Fougere and Nominal Defendant Atmel Corporation
ATMEL CORPORATION Service List September 27, 2006 Page 2
COUNSEL FOR DEFENDANTS John L. Cooper Jessica K. Nail Grace Won Paul Alsdorf FARELLA BRAUN + MARTELL LLP Russ Building, 30th Floor 235 Montgomery Street San Francisco, CA 94104 415/954-4400 415/954-4480 (fax) j cooper@fl,m.corn firstname.lastname@example.org gwon'fbm .com pa1sdorfifbm .com Attorneys for Defendants Gust Perlegos and George Perlegos James L. Pagano Ian A. Kass PAGANO & KASS, APC 96 North Third Street, Suite 525 San Jose, CA 95112-5572 408/999-5678 408/999-5684 (fax) pagano1aw(Zlaol .com Attorney for Defendant Mikes Sisois
Michael D. Torpey Karen J. Stambaugh W. Reece Bader Kenneth P. Herzinger Amy Ross Lily Becker ORRICK. 1-IERRINGTON & SUTCLIFFE LLP The Orrick Building 405 Howard Street San Francisco, CA 94 105-2669 415/773-5700 415/773-5759 (fax) kstambaughorrick.com mtorpeyorrick.com email@example.com kherzingerorrick.com firstname.lastname@example.org email@example.com Attorneys for Defendant Michael Ross
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