West Palm Beach Firefighters' Pension Fund v. Startek, Inc. et al

Filing 95

ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FOR NOTICE re: 89 Unopposed MOTION for Preliminary Approval of Class Action Settlement and 90 Parties' Stipulation of Settlement. I certify for settlement purposes only a Class defined as all Persons who purchased StarTek, Inc. common stock between 2/26/2003 and 5/5/2005, as set forth in this Order. I preliminarily approve the Stipulation and the settlement set forth therein. Settlement Hearing set for 12/17/09 at 1:30 p.m. in Courtroom A902 before Judge Walker D. Miller, by Judge Walker D. Miller on 10/22/09. (Attachments: # 1 Exhibit A-1, # 2 Exhibit A-2, # 3 Exhibit A-3)(ebs, )

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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLORADO Civil Action No. 05-cv-01265-WDM-MEH (Consolidated with 05-cv-01344-WDM-MEH) WEST PALM BEACH FIREFIGHTERS' PENSION FUND, On Behalf of Itself and All Others Similarly Situated, Plaintiff, v. STARTEK, INC., et al., Defendants. ______________________________________________________________________________ PROOF OF CLAIM AND RELEASE EXHIBIT A-2 ______________________________________________________________________________ I. GENERAL INSTRUCTIONS 1. To recover as a Member of the Class based on your claims in the action entitled West Palm Beach Firefighters' Pension Fund v. StarTek, Inc., et al., Civil Action No. 05-cv-01265WDM-MEH (the "Litigation"), you must complete and, on page ___ hereof, sign this Proof of Claim and Release form. If you fail to submit a properly addressed (as set forth in paragraph 3 below) Proof of Claim and Release form, your claim may be rejected and you may be precluded from any recovery from the Net Settlement Fund created in connection with the proposed settlement of the Litigation. 2. Submission of this Proof of Claim and Release form, however, does not assure that you will share in the proceeds of proposed settlement. 3. YOU MUST MAIL YOUR COMPLETED AND SIGNED PROOF OF CLAIM AND RELEASE FORM POSTMARKED ON OR BEFORE JANUARY 22, 2010, ADDRESSED AS FOLLOWS: StarTek Securities Litigation Claims Administrator c/o Gilardi & Co. LLC P.O. Box 990 Corte Madera, CA 94976-0900 If you are NOT a Member of the Class (as defined in the Notice of Pendency and Proposed Settlement of Class Action) DO NOT submit a Proof of Claim and Release form. 4. If you are a Member of the Class, and you do not timely request exclusion, you will be bound by the terms of any judgment entered in the Litigation, WHETHER OR NOT YOU SUBMIT A PROOF OF CLAIM AND RELEASE FORM. II. DEFINITIONS 1. "Defendants" means StarTek, A. Emmet Stephenson, Jr., William E. Meade, Jr., Michael W. Morgan, Eugene L. McKenzie, Jr., Toni E. Stephenson, and Pamela S. Oliver. 2. "Individual Defendants" means A. Emmet Stephenson, Jr., William E. Meade, Jr., Michael W. Morgan, Eugene L. McKenzie, Jr., Toni E. Stephenson, and Pamela S. Oliver. -1- 3. "Related Parties" means each of a Defendant's subsidiaries, parents, divisions, joint ventures, or any entity in which a Defendant has a controlling interest, together with their past or present directors, officers, employees, partners, insurers, co-insurers, reinsurers, controlling shareholders, attorneys, advisers, consultants, accountants or auditors, personal or legal representatives, predecessors, successors, assigns, spouses, heirs, related or affiliated entities, and any members of any Individual Defendant's immediate family, or any trust of which any Individual Defendant is the settlor or which is for the benefit of any Individual Defendant's family. 4. III. "Released Persons" means each and all of the Defendants and their Related Parties. CLAIMANT IDENTIFICATION 1. If you purchased StarTek common stock and held the certificate(s) in your name, you are the beneficial purchaser as well as the record purchaser. If, however, you purchased the securities but the certificate(s) were registered in the name of a third party, such as a nominee or brokerage firm, you are the beneficial purchaser and the third party is the record purchaser. 2. Use Part I of this form entitled "Claimant Identification" to identify each purchaser of record ("nominee"), if different from the beneficial purchaser of StarTek common stock which forms the basis of this claim. THIS CLAIM MUST BE FILED BY THE ACTUAL BENEFICIAL PURCHASER(S), OR THE LEGAL REPRESENTATIVE OF SUCH PURCHASER(S), OF THE STARTEK COMMON STOCK UPON WHICH THIS CLAIM IS BASED. 3. All joint purchasers must sign this claim. Executors, administrators, guardians, conservators, and trustees must complete and sign this claim on behalf of Persons represented by them and their authority must accompany this claim and their titles or capacities must be stated. The Social Security (or taxpayer identification) number and telephone number of the beneficial owner may be used in verifying the claim. Failure to provide the foregoing information could delay verification of your claim or result in rejection of the claim. -2- IV. CLAIM FORM 1. Use Part II of this form entitled "Schedule of Transactions in StarTek Common Stock" to supply all required details of your transaction(s) in StarTek common stock. If you need more space or additional schedules, attach separate sheets giving all of the required information in substantially the same form. Sign and print or type your name on each additional sheet. 2. On the schedules, provide all of the requested information with respect to all of your purchases or acquisitions of StarTek common stock which took place beginning February 26, 2003 through May 5, 2005, inclusive (the "Class Period") and all of your sales of StarTek common stock which took place beginning February 26, 2003 through August 3, 2005, inclusive, whether such transactions resulted in a profit or a loss. Failure to report all such transactions may result in the rejection of your claim. 3. List each transaction in the Class Period separately and in chronological order, by trade date, beginning with the earliest. You must accurately provide the month, day, and year of each transaction you list. 4. The date of covering a "short sale" is deemed to be the date of purchase of StarTek common stock. The date of a "short sale" is deemed to be the date of sale of StarTek common stock. 5. Broker confirmations or other documentation of your transactions in StarTek common stock should be attached to your claim. Failure to provide this documentation could delay verification of your claim or result in rejection of your claim. -3- UNITED STATES DISTRICT COURT DISTRICT OF COLORADO West Palm Beach Firefighters' Pension Fund v. StarTek, Inc., et al. Civil Action No. 05-cv-01265-WDM-MEH PROOF OF CLAIM AND RELEASE Must be Postmarked on or Before: January 22, 2010 Please Type or Print PART I: CLAIMANT IDENTIFICATION _____________________________________________________________________________ Beneficial Purchaser's Name (First, Middle, Last) _____________________________________________________________________________ Street Address _____________________________________ City _____________________________________ State or Province _____________________________________ Zip Code or Postal Code _____________________________________ Country _____________________________________ Social Security Number or Taxpayer Identification Number Individual _____ Corporation/Other _____ __________________ ________________________________________ Area Code Telephone Number (work) __________________ ________________________________________ Area Code Telephone Number (home) ______________________________________________________________________________ Record Purchaser's Name (if different from beneficial owner listed above) -4- PART II: A. B. Trade Date SCHEDULE OF TRANSACTIONS IN STARTEK COMMON STOCK Number of shares of StarTek common stock held at the beginning of trading on February 26, 2003: ________________________ Purchases or Acquisitions (February 26, 2003 May 5, 2005, inclusive) of StarTek common stock: Number of Shares Purchased or Acquired Total Purchase or Acquisition Price Month/Day/Year IMPORTANT: C. Identify by number listed above all purchases in which you covered a "short sale": ________________________ Sales (February 26, 2003 August 3, 2005, inclusive) of StarTek common stock: Trade Date Month/Day/Year Number of Shares Sold Total Sales Price D. Number of shares of StarTek common stock held at the close of trading on August 3, 2005: ________________________ If you require additional space, attach extra schedules in the same format as above. Sign and print your name on each additional page. YOU MUST READ THE RELEASE BELOW AND SIGN IT AND THE SUBSTITUTE W-9 FORM ON PAGE _____. -5- V. SUBMISSION TO JURISDICTION OF COURT AND ACKNOWLEDGMENTS I (We) submit this Proof of Claim and Release form under the terms of the Stipulation of Settlement described in the Notice. I (We) also submit to the jurisdiction of the United States District Court for the District of Colorado, with respect to my (our) claim as a Class Member and for purposes of enforcing the release set forth herein. I (We) further acknowledge that I am (we are) bound by and subject to the terms of any judgment that may be entered in the Litigation. I (We) agree to furnish additional information regarding transactions in StarTek common stock to the Claims Administrator to support this claim if required to do so. I (We) have not submitted any other claim covering the same purchases or sales of StarTek common stock during the Class Period and know of no other Person having done so on my (our) behalf. VI. RELEASE 1. I (We) hereby acknowledge full and complete satisfaction of, and do hereby fully, finally, and forever settle, release, and discharge from, and covenant not to sue with respect to, the Released Claims as against all Released Persons. 2. "Released Claims" means any and all claims (including "Unknown Claims" as defined below) arising out of, in connection with, or in any way related to, directly or indirectly, both: (i) the purchase of StarTek common stock during the Class Period; and (ii) the acts, facts, statements, or omissions that were or could have been alleged by the Lead Plaintiff in the Litigation, but not covering derivative claims or claims under the Employee Retirement Income Security Act of 1974. 3. "Unknown Claims" means any Released Claims which the 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 decision not to object to this settlement. Unknown Claims include those claims in which some or all of the facts comprising the claim may be suspected, or even undisclosed or hidden. With respect to any and all -6- Released Claims, the Settling Parties stipulate and agree that, upon the Effective Date, the Lead Plaintiff shall expressly waive, and each of the Class Members shall be deemed to have, and by operation of the Judgment shall have, expressly waived 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. The Lead Plaintiff shall expressly waive, and each of the Class Members shall be deemed to have, and by operation of the Judgment shall have, expressly waived any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to California Civil Code 1542. The Lead Plaintiff and Class Members may hereafter discover facts in addition to or different from those which he, she, or it now knows or believes to be true with respect to the subject matter of the Released Claims, but the Lead Plaintiff shall expressly and each Class Member, upon the Effective Date, shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever settled and released any and all Released Claims, known or unknown, suspected or unsuspected, contingent or noncontingent, whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts. The Lead Plaintiff acknowledges, and the Class Members shall be deemed by operation of the Judgment to have acknowledged, that the foregoing waiver was separately bargained for and a key element of the settlement of which this release is a part. 4. This release shall be of no force or effect unless and until the Court approves the Stipulation of Settlement and the Stipulation becomes effective on the Effective Date (as defined in the Stipulation). 5. I (We) hereby warrant and represent that I (we) have not assigned or transferred or -7- purported to assign or transfer, voluntarily or involuntarily, any matter released pursuant to this release or any other part or portion thereof. 6. I (We) hereby warrant and represent that I (we) have included information about all of my (our) transactions in StarTek common stock which occurred during the Class Period, as well as the number of shares of StarTek common stock held by me (us) at the beginning of trading on February 26, 2003, and at the close of trading on August 3, 2005. 7. I UNDERSTAND AND INTEND THAT THE SIGNATURE BELOW REGARDING CERTAIN INFORMATION FOR THE INTERNAL REVENUE SERVICE CONCERNING BACKUP WITHHOLDING ALSO SERVES AS THE SIGNATURE ON THIS RELEASE. -8- SUBSTITUTE FORM W-9 Request for Taxpayer Identification Number ("TIN") and Certification PART I NAME: -9- Check appropriate box: 9 Individual/Sole Proprietor 9 Corporation 9 Partnership 9 IRA 9 Other Enter TIN on appropriate line. 9 9 Pension Plan Trust For individuals, this is your social security number ("SSN"). For sole proprietors, you must show your individual name, but you may also enter your business or "doing business as" name. You may enter either your SSN or your Employer Identification Number ("EIN"). For other entities, it is your EIN. __ __ __ - __ __ - __ __ __ __ Social Security Number or PART II __ __ - __ __ __ __ __ __ __ Employer Identification Number For Payees Exempt from Backup Withholding If you are exempt from backup withholding, enter your correct TIN in Part I and write "exempt" on the following line: ________________________________. PART III Certification UNDER THE PENALTY OF PERJURY, I (WE) CERTIFY THAT: 1. 2. The number shown on this form is my correct TIN; and I (We) certify that I am (we are) NOT subject to backup withholding under the provisions of Section 3406 (a)(1)(C) of the Internal Revenue Code because: (a) I am (we are) exempt from backup withholding; or (b) I (we) have not been notified by the Internal Revenue Service that I am (we are) subject to backup withholding as a result of a failure to report all interest or dividends; or (c) the Internal Revenue Service has notified me (us) that I am (we are) no longer subject to backup withholding. If you have been notified by the Internal Revenue Service that you are subject to backup withholding, you must cross out Item 2 above. SEE ENCLOSED FORM W-9 INSTRUCTIONS The Internal Revenue Service does not require your consent to any provision of this document other than the certification required to avoid backup withholding. I declare under penalty of perjury under the laws of the United States of America that the foregoing information supplied by the undersigned is true and correct. Executed this _________ day of ___________________, - 10 - NOTE: (Month / Year) in _____________________, ______________________________. (City) (State / Country) (Sign your name here) (Type or print your name here) (Capacity of person(s) signing, e.g., Beneficial Purchaser, Executor or Administrator) - 11 - ACCURATE CLAIMS PROCESSING TAKES A SIGNIFICANT AMOUNT OF TIME. THANK YOU FOR YOUR PATIENCE. Reminder Checklist: 1. 2. 3. 4. 5. 6. Please sign the above release and declaration. Remember to attach supporting documentation, if available. Do not send original stock certificates. Keep a copy of your claim form for your records. If you desire an acknowledgment of receipt of your claim form, please send it Certified Mail, Return Receipt Requested. If you move, please send us your new address. 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