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Case 3-08-cv-05572-MLC-JJH Document 1 Filed 11/11/2008 of 18

UNITED STATES DISTRICT COURT

DISTRICT OF NEW JERSEY

Individually and OnSimilarly Situated,

Plaintiff,

No.

CLASS ACTION COMPLAINT FORVIOLATIONS OF FEDERAL SECURITIESLAWS

vs.

ANADIGICS, INC., THOMAS C. SHIELDS,BAMDAD BASTANI and RONALDROSENZWEIG,

JURY TRIAL DEMANDED

Defendants.

Case 3-08-cv-05572-MLC-JJH Document 1 Filed 11/1112008 of 18

("Plaintiff") has alleged the following based upon the investigation of

Plaintiffs counsel, which included a review ofUnited States Securities and Exchange Commission

("SEC") filings by Anadigics, Inc. ("Anadigics" or the "Company"), as well as regulatory filings and

reports, securities analysts' reports and advisories about the Company, press releases and other

public statements issued by the Company, and media reports about the Company, and Plaintiff

believes that substantial additional evidentiary support will exist for the allegations set forth herein

after a reasonable opportunity for discovery.

NATURE OF THE ACTION

1. This is a federal securities class action on behalf ofpurchasers of the common stock

of Anadigics between July 25, 2007 and February 12, 2008, inclusive (the "Class Period"), seeking

to pursue remedies under the Securities Exchange Act of 1934 (the "Exchange Act").

JURISDICTION AND VENUE

2. The claims asserted herein arise under and pursuant to Sections 10(b) and 20(a) ofthe

Exchange Act [15 U.S.C. §§78j(b) and 78t(a)] and Rule 10b- 5 promulgated thereunder by the

Securities and Exchange Commission ("SEC") [17 C.F.R. §240.10b-5].

3. This Court has jurisdiction over the subject matter ofthis action pursuant to 28 U.S.C.

§ 1331 and Section 27 of the Exchange Act [15 U.S.C. §78aa].

4. Venue is proper in this District pursuant to Section 27 of the Exchange Act and 28

U.S.C. § 1391 (b), as many of the acts and practices complained ofherein occurred in substantial part

in this District.

5. In connection with the acts alleged in this Complaint, Defendants, directly or

indirectly, used the means and instrumentalities of interstate cor merce, including, but not limited to,

the mails, interstate telephone communications and the facilities of the national securities markets.


PARTIES

6. Plaintiff,

as set forth in the accompanying certification, which is incorporated by reference herein, purchased

the securities of Anadigics at artificially inflated prices during the Class Period and has been

damaged thereby.

7. Defendant Anadigics provides semiconductor solutions to the broadband wireless and

wireline communications markets.

8. (a) Defendant Thomas C. Shields ("Shields"), served as Anadigics' Chief

Financial Officer ("CFO") and Executive Vice President during the Class Period.

(b) Defendant Bamdad Bastani ("Bastani"), served as Anadigics' President and

ChiefExecutive Officer ("CEO") during the Class Period. Defendant Bastani resigned his positions

on or about August 18, 2008.

(c) Defendant Ronald Rosenzweig ("Rosenzweig"), served as Anadigics' Co-

Founder, Vice Chairman and member of its Executive Committee during the Class Period.

(d) Defendants Shields, Bastani and Rosenzweig are collectively referred to

herein as the "Individual Defendants."

9. Because of the Individual Defendants' positions with the Company, they had access

to the adverse undisclosed information about the Company's business, operations, operational

trends, financial statements, markets and present and future business prospects via access to internal

corporate documents (including the Company's operating plans, budgets and forecasts and reports of

actual operations compared thereto), conversations and connections with other corporate officers and

employees, attendance at management and Board ofDirectors meetings and cone-nittees thereof and

via reports and other information provided to them in connection therewith.

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10. It is appropriate to treat the Individual Defendants as a group for pleading purposes

and to presume that the false, misleading and incomplete information conveyed in the Company's

public filings, press releases and other publications as alleged herein are the collective actions ofthe

narrowly defined group ofDefendants identified above. Each ofthe above officers of Anadigics, by

virtue oftheir high-level positions with the Company, directly participated in the management of the

Company, was directly involved in the day-to-day operations of the Company at the highest levels

and was privy to confidential proprietary information concerning the Company and its business,

operations, growth, financial statements, and financial condition, as alleged herein. Said Defendants

were involved in drafting, producing, reviewing and/or disseminating the false and misleading

statements and information alleged herein, were aware, or recklessly disregarded, that the false and

misleading statements were being issued regarding the Company, and approved or ratified these

statements, in violation of the federal securities laws.

11. As officers and controlling persons ofa publicly-held company whose common stock

was, and is, registered with the SEC pursuant to the Exchange Act, and was, and is, traded on the

Nasdaq National Market ("NASDAQ"), and governed by the provisions of the federal securities

laws, the Individual Defendants each had a duty to disseminate promptly, accurate and truthful

information with respect to the Company's financial condition and performance, growth, operations,

financial statements, business, markets, management, earnings and present and future business

prospects, and to correct any previously-issued statements that had become materially misleading or

untrue, so that the market price of the Company's publicly-traded common stock would be based

upon truthful and accurate information. The Individual Defendants' misrepresentations and

omissions during the Class Period violated these specific requirements and obligations.

12. The Individual Defendants participated in the drafting, preparation , and/or approval

of the various public and shareholder and investor reports and other communications complained of

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herein and were aware of, or recklessly disregarded, the misstatements contained therein and

omissions therefrom, and were aware of their materially false and misleading nature. Because of

their Board membership and/or executive and managerial positions with Anadigics, each of the

Individual Defendants had access to the adverse undisclosed information about Anadigics's business

prospects and financial condition and performance as particularized herein and knew (or recklessly

disregarded) that these adverse facts rendered the positive representations made by or about

Anadigics and its business issued or adopted by the Company materially false and misleading.

11 The Individual Defendants, because of their positions of control and authority as

officers and/or directors of the Company, were able to and did control the content ofthe various SEC

filings, press releases and other public statements pertaining to the Company during the Class

Period. Each Individual Defendant was provided with copies ofthe documents alleged herein to be

misleading prior to or shortly after their issuance and/or had the ability and/or opportunity to prevent

their issuance or cause them to be corrected. Accordingly, each of the Individual Defendants is

responsible for the accuracy of the public reports and releases detailed herein and is therefore

primarily liable for the representations contained therein.

14, Each ofthe Defendants is liable as a participant in a fraudulent scheme and course of

business that operated as a fraud or deceit on purchasers of Anadigics common stock by

disseminating materially false and misleading statements and/or concealing material adverse facts.

The scheme: (i) deceived the investing public regarding Anadigics's business, operations,

management and the intrinsic value of Anadigics common stock; (ii) enabled certain of the

Individual Defendants and other Anadigics insiders to sell $10.6 million of their personally-held

Anadigics common stock to the unsuspecting public; and (iii) caused Plaintiffand other members of

the Class to purchase Anadigics common stock at artificially inflated prices.

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PLAINTIFF'S CLASS ACTION ALLEGATIONS

15. Plaintiff brings this action as a class action pursuant to Federal Rule of Civil

Procedure 23(a) and (b)(3) on behalfof a Class, consisting of all those who purchased the securities

of Anadigics during the Class Period, inclusive (the "Class") and who were damaged thereby.

Excluded from the Class are Defendants, the officers and directors of the Company, at all relevant

times, members of their immediate families and their legal representatives, heirs, successors or

assigns and any entity in which Defendants have or had a controlling interest,

16. The members of the Class are so numerous that joinder of all members is

impracticable. Throughout the Class Period, Anadigics common shares were actively traded on the

NASDAQ. While the exact number of Class members is unknown to Plaintiff at this time and can

only be ascertained through appropriate discovery, Plaintiff believes that there are hundreds or

thousands of members in the proposed Class. Record owners and other members of the Class may

be identified from records maintained by Anadigics or its transfer agent and may be notified of the

pendency of this action by mail, using the form of notice similar to that customarily used in

securities class actions.

17. Plaintiff's claims are typical of the claims ofthe members ofthe Class as all members

ofthe Class are similarly affected by Defendants' wrongful conduct in violation offederal law that is

complained of herein.

18. Plaintiff will fairly and adequately protect the interests of the members of the Class

and has retained counsel competent and experienced in class and securities litigation.

19. Common questions of law and fact exist as to all members of the Class and

predominate over any questions solely affecting individual members of the Class. Among the

questions of law and fact common to the Class are:

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(a) whether the federal securities laws were violated by Defendants' acts as

alleged herein;

(b) whether statements made by Defendants to the investing public during the

Class Period misrepresented material facts about the business, operations and management of

Anadigics; and

(c) to what extent the members of the Class have sustained damages and the

proper measure of damages.

20. A class action is superior to all other available methods for the fair and efficient

adjudication of this controversy since joinder of all members is impracticable . Furthermore, as the

damages suffered by individual Class members may be relatively small, the expense and burden of

individual litigation make it impossible for members of the Class to individually redress the wrongs

done to them. There will be no difficulty in the management of this action as a class action.

SUBSTANTIVE ALLEGATIONS

21. Defendant Anadigics provides semiconductor solutions to the broadband wireless and

wireline communications markets.

22. The Class Period commences on July 25 , 2007. On July 24, 2007, after the close of

trading, Anadigics issued a press release announcing its financial results for its second quarter of

2007, the period ending June 30, 2007. For the quarter, the Company reported net income of $1.9

million, or $0.03 per share, as compared to a net loss of $1.2 million or ($0.02) for the same period

the prior year. Defendant Bastani commented on the results stating, in pertinent part, as follows:

We achieved significant milestones in the second quarter with record revenue, led byour 3G portfolio with revenue growth of38% sequentially and 83% year-over-year,and GAAP net income.... ANADIGICS is well positioned strategically in thethree-mega trend growth markets of 3G, WLAN and CATV to capitalize on ourstrong market position to fuel our revenue growth and financial performance.

Defendant Shields also commented on the results stating, in pertinent part, as follows:


Our resolve to accelerate our financial performance through a strategically aligned

product portfolio and a balanced operating base is a testament of our commitment to

building shareholder value... , Our financial leverage continues to improve, which

is expected to further strengthen our financial results over the foreseeable future

The press release also provided the Company's "Outlook" for the third quarter of 2007 stating, in

pertinent part, as follows:

Net sales for the third quarter 2007 are expected to increase sequentially by

approximately 10%. Net sales at this level would represent a 35% increase on a

comparable basis with third quarter 2006. Net income per share on a GAAP basis for

the third quarter 2007 is expected to approximate $0.06. Pro forma diluted earnings

per share, excluding non-cash stock compensation expense, are expected to increase

sequentially to approximately $0.12. The net income and pro forma diluted earnings

per share is based upon an estimated diluted weighted average outstanding common

share count of 61.0 million

23. Also on July 24, 2007, Anadigics held a conference call with analysts and investors to

discuss the earnings announcement and the Company's operations. During the call, Defendant

Shields made positive statements about the Company's business stating, in pertinent part, as follows:

Turning now to the business outlook for the third quarter 2007, well, needless to say

we believe demand for the second half of 2007 is rock solid and our markets are

favoring ANADIGICS. As such, we are seeking our 10th consecutive quarter of

revenue growth and expect net sales in the third quarter of 2007 to grow 10%. This

would represent a 35% year-over-year revenue growth. We are anticipating that our

GAAP diluted EPS will increase to $0.06, a 100% growth over last quarter, and pro

forma diluted EPS is expected to increase to $0.12. The net income in pro forma

diluted earnings per share is based upon an estimated on a diluted weighted average

outstanding common share count of $61 million, Also, I wanted to confirm that our

recent analysis on the outstanding 2009 convertible notes suggest that once the

company crosses over $0.0775 in GAAP EPS, we would then need to include the

assumed conversion of 7.6 million shares in our diluted EPS calculation in both

GAAP and pro forma EPS.

Defendants made numerous other materially false and misleading statements during the conference

call concerning the Company's business, operations and financial condition.

24. In response to the positive earnings announcement and earnings conference call, the

price of Anadigics stock surged rising from $13.19 per share to $15.48 per share on heavy trading

volume and continued to rise to a price of $19.34 on October 23, 2007.

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25. The statements referenced above in TT22 and 23 were each materially false and

misleading because they failed to disclose and misrepresented the following material adverse facts

which were known to Defendants or recklessly disregarded by them:

(a) that the Company was experiencing manufacturing inefficiencies associated

with increased production levels and would not be able to meet its stated guidance;

(b) that the Company was at risk of losing customers due to is inability to meet

demand; and

(c) as a result of the foregoing, Defendants' lacked a reasonable basis for their

positive statements about the Company and its prospects.

26. On October 23, 2007, after the close of the market, Anadigics issued a press release

announcing its financial results for the third quarter of2007, the period ending September 30, 2007.

For the quarter, the Company reported net income of $2.4 million, or $0.04 per share -- $0.02 per

share below previous estimates. Defendant Bastani commented on the results stating, in pertinent

part, as follows:

ANADIGICS has significantly increased its market share with several top tier

customers resulting in an unprecedented demand for its 3G, Broadband CATV, and

WiFi 802.11 "n" products.... These dynamics have required acceleration in our

plans to add production capacity, which have caused short term productivity issues,

but are expected to be resolved going forward.

Defendant Shields also commented on the announcement stating, in pertinent part, as follows:

We anticipate some continuing manufacturing inefficiencies associated with the

production capacity ramp throughout the fourth quarter... , However, we remain

confident in the Company's ability to expand our financial leverage as we solve our

manufacturing inefficiencies and achieve a more favorable product mix

27. Also on October 23, 2007, Anadigics held a conference call to discuss the earnings

announcement and the Company's operations. During the call, Defendants represented that the

manufacturing inefficiencies were contained and remedied. In truth and in fact, they persisted and

were continuing to erode the Company's profitability.

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28. In response to the disappointing earnings announcement, the price of Anadigics

common stock declined from $19.34 per share to $15.60 per share on heavy trading volume.

Defendants, however, continued to conceal the scope and magnitude of the manufacturing and

customer issues facing the Company.

29. Then, on February 12, 2008, Anadigics issued a press release announcing its financial

results for the fourth quarter of 2007 and the year ended December 31, 2007. For the fourth quarter,

the Company reported net income of $2.9 million or $0.05 per share. Defendant Bastani commented

on the results and noted that the Company continued to experience manufacturing issues:

ANADIGICS momentum in 3G and WLAN/WiMAX continued to accelerate at a

solid pace with sequential revenue growth in the fourth quarter of 37.9% and 19.5%,

respectively.... We are expecting to buck seasonality in Wireless in the first quarter

while working to build further market share with our top tier customers... .

Additionally, we continue to improve our manufacturing efficiencies and our

production capacity plans continue to progress through equipment expansion in our

New Jersey fab, qualifying external foundries and building our next fab in China.

30. Following this announcement, the price of Anadigics common stock dropped from

$10.36 per share to $8.86 per share on extremely heavy trading volume.

31. The market for Anadigics common stock was open, well-developed and efficient at

all relevant times. As a result of these materially false and misleading statements and failures to

disclose, Anadigics common stock traded at artificially inflated prices during the Class Period.

Plaintiff and other members ofthe Class purchased or otherwise acquired Anadigics common stock

relying upon the integrity of the market price of Anadigics common stock and market information

relating to Anadigics, and have been damaged thereby.

32. During the Class Period, Defendants materially misled the investing public, thereby

inflating the price of Anadigics common stock, by publicly issuing false and misleading statements

and omitting to disclose material facts necessary to make Defendants' statements, as set forth herein,

not false and misleading, Said statements and omissions were materially false and misleading in that

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they failed to disclose material adverse information and misrepresented the truth about the Company,

its business and operations, as alleged herein.

33. At all relevant times, the material misrepresentations and omissions particularized in

this Complaint directly or proximately caused or were a substantial contributing cause of the

damages sustained by Plaintiff and other members of the Class. As described herein, during the

Class Period, Defendants made or caused to be made a series of materially false or misleading

statements about Anadigics business, prospects and operations. These material misstatements and

omissions had the cause and effect of creating in the market an unrealistically positive assessment of

Anadigics and its business, prospects and operations, thus causing Anadigics common stock to be

overvalued and artificially inflated at all relevant times. Defendants' materially false and misleading

statements during the Class Period resulted in Plaintiff and other members of the Class purchasing

Anadigics common stock at artificially inflated prices, thus causing the damages complained of

herein.

Additional Scienter Allegations

34. As alleged herein, Defendants acted with scienter in that Defendants knew that the

public documents and statements issued or disseminated in the name of the Company were

materially false and misleading; knew that such statements or documents would be issued or

disseminated to the investing public; and knowingly and substantially participated or acquiesced in

the issuance or dissemination of such statements or documents as primary violations of the federal

securities laws. As set forth elsewhere herein in detail, Defendants, by virtue of their receipt of

information reflecting the true facts regarding Anadigics, their control over, and/or receipt and/or

modification of Anadigics allegedly materially misleading misstatements and/or their associations

with the Company which made them privy to confidential proprietary information concerning

Anadigics, participated in the fraudulent scheme alleged herein.

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35. The following chart sets forth the insider trading of the Individual Defendants and

other Anadigics insiders:

End ofCP Stock

Last Name First Name Date Shares Price Proceeds Holdings % Sold

BASTANI BAMDAD 7/3112007 23,373 $14.83 $346,622

9/1412007 125,000 $17.38 $2,172,500

10/1/2007 50,000 $18.83 $941,500

101112007 12,000 $18.83 $225,960

12/12/2007 7,731 $10.70 $82,722

1/2/2008 50,000 $11.33 $566,500

1/2/2008 12,000 $11.33 $135,960

280,104 $4,471,763 462,502 37,72%

HIJANG CHARLES 7/31/2007 7,462 $14.84 $110,736

9/10/2007 50,000 $15.99 $799,500

1211212007 1,926 $10.70 $20,608

59,388 $930,844 534,480 10.00%

KHATIBZADEH MOHAMMAD 7/30/2007 25,000 $15.19 $379,750

7/3012007 13,334 $15.19 $202,543

8/1/2007 24,000 $14.56 $349,440

12/19/2007 3,120 $10.30 $32,136

65,454 $963,869 174,866 27.24%

MICHELS RONALD 7/31/2007 8,513 $14.84 $126,333

8/7/2007 15,487 $16.12 $249,650

9/10/2007 15,000 $15.99 $239,850

9/10/2007 10,000 $15.99 $159,900

9/10/2007 9,000 $15.99 $143,910

9/10/2007 5,000 $15.99 $79,950

12/12/2007 3,003 $10.70 $32,132

66,003 $1,031,725 160,299 29.17%

ROSENZWEIG RONALD 7/26/2007 8,550 $15.00 $128,250

7/26/2007 1,250 $15.08 $18,850

7/26/2007 200 $15.11 $3,022

7/27/2007 1,250 $14.97 $18,713

7/27/2007 1,250 $15.15 $18,938

8/6/2007 1,250 $14.65 $18,313

8/7/2007 2,500 $15.00 $37,500

8/7/2007 1,250 $15.48 $19,350

8/8/2007 10,000 $17.11 $171,100

8/812007 10,000 $17.11 $171,100

8/21/2007 1,250 $15.69 $19,613

8/21/2007 1,250 $15.69 $19,613

8/22/2007 1,250 $15.80 $19,750

8/22/2007 1,250 $15.80 $19,750

9/6/2007 1,250 $16.07 $20,088

9/6/2007 1,250 $16.07 $20,088

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9/7/2007 1,250 $15.79 $19,738

9/7/2007 1,250 $15.79 $19,738

9/14/2007 10,000 $17.51 $175,100

9/20/2007 1,250 $17.16 $21,450

9/20/2007 1,250 $17.16 $21,450

9/21/2007 1,250 $17.62 $22,025

9/21/2007 1,250 $17.63 $22,038

10/18/2007 1,250 $19.02 $23,775

10/18/2007 1,250 $19.01 $23,763

10/19/2007 1,250 $18.58 $23,225

10/19/2007 1,250 $18.58 $23,225

11/1/2007 1,250 $15.06 $18,825

11/1/2007 1,250 $15.06 $18,825

11/2/2007 1,250 $15.11 $18,888

11/2/2007 1,250 $15.11 $18,888

11/19/2007 1,250 $13.01 $16,263

1112012007 1,250 $13.01 $16,263

75,000 $1,227,510 141,370 34.66%

SHIELDS THOMAS 10/8/2007 28,750 $18.14 $521,525

12/18/2007 3,160 $10.37 $32,769

12/19/2007 5,707 $10.27 $58,611

37,617 $612,905 34,303 52.30%

SOLOMON LEWIS 8/23/2007 20,000 $15.92 $318,400

8/23/2007 15,000 $15.92 $238,800

8/23/2007 9,000 $15.92 $143,280

44,000 $700,480 30,638 58.95%

STRIGL DENNIS 9/4/2007 15,000 $16.86 $252,900

9/4/2007 15,000 $16.86 $252,900

9/4/2007 10,000 $16.86 $168,600

40,000 $674,400 20,638 65.97%

Total : 667,566 $ 10,613,497

Applicability of Presumption of Reliance:Fraud on the Market Doctrine

36. At all relevant times, the market for Anadigics common stock was an efficient market

for the following reasons, among others:

(a) Anadigics stock met the requirements for listing, and was listed and actively

traded on the NASDAQ, a highly efficient and automated market;

(b) as a regulated issuer, Anadigics filed periodic public reports with the SEC and

the NASDAQ;

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(c) Anadigics regularly communicated with public investors via established

market communication mechanisms, including through regular disseminations of press releases on

the national circuits ofmajor newswire services and through other wide-ranging public disclosures,

such as communications with the financial press and other similar reporting services; and

(d) Anadigics was followed by several securities analysts employed by major

brokerage firms who wrote reports which were distributed to the sales force and certain customers of

their respective brokerage firms. Each of these reports was publicly available and entered the public

marketplace.

37. As a result of the foregoing, the market for Anadigics common stock promptly

digested current information regarding Anadigics from all publicly available sources and reflected

such information in Anadigics stock price. Under these circumstances, all purchasers of Anadigics

common stock during the Class Period suffered similar injury through their purchase of Anadigics

common stock at artificially inflated prices and a presumption of reliance applies.

No Safe Harbor

38. The statutory safe harbor provided for forward-looking statements under certain

circumstances does not apply to any of the allegedly false statements pleaded in this Complaint.

Many of the specific statements pleaded herein were not identified as "forward-looking statements"

when made. To the extent there were any forward-looking statements, there were no meaningful

cautionary statements identifying important factors that could cause actual results to differ materially

from those in the purportedly forward-looking statements, Alternatively, to the extent that the

statutory safe harbor does apply to any forward-looking statements pleaded herein, Defendants are

liable for those false forward-looking statements because at the time each of those forward-looking

statements was made, the particular speaker knew that the particular forward-looking statement was

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false, and/or the forward-looking statement was authorized and/or approved by an executive officer

of Anadigics who knew that those statements were false when made.

COUNTY

Violation of Section 10(b) ofthe Exchange Act Against and Rule 10b-5

Promulgated Thereunder Against All Defendants

39. Plaintiffrepeats and realleges each and every allegation contained above as if fully set

forth herein.

40. During the Class Period, Defendants disseminated or approved the materially false

and misleading statements specified above, which they knew or deliberately disregarded were

misleading in that they contained misrepresentations and failed to disclose material facts necessary

in order to make the statements made, in light of the circumstances under which they were made, not

misleading.

41. Defendants: (a) employed devices, schemes, and artifices to defraud; (b) made untrue

statements ofmaterial fact and/or omitted to state material facts necessary to make the statements not

misleading; and (c) engaged in acts, practices, and a course of business which operated as a fraud

and deceit upon the purchasers of Anadigics common stock during the Class Period.

42. Plaintiff and the Class have suffered damages in that, in reliance on the integrity of

the market, they paid artificially inflated prices for Anadigics common stock. Plaintiff and the Class

would not have purchased Anadigics common stock at the prices they paid, or at all, ifthey had been

aware that the market prices had been artificially and falsely inflated by Defendants' misleading

statements.

43. As a direct and proximate result of these Defendants' wrongful conduct, Plaintiff and

the other members of the Class suffered damages in connection with their purchases of Anadigics

common stock during the Class Period.

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COUNT II

Violation of Section 20(a) of

the Exchange Act Against the Individual Defendants

44. Plaintiff repeats and realleges each and every allegation contained above as if fully set

forth herein.

45. The Individual Defendants acted as controlling persons of Anadigics within the

meaning of Section 20(a) of the Exchange Act as alleged herein. By reason of their positions as

officers and/or directors of Anadigics, and their ownership of Anadigics stock, the Individual

Defendants had the power and authority to cause Anadigics to engage in the wrongful conduct

complained of herein. By reason of such conduct, the Individual Defendants are liable pursuant to

Section 20(a) of the Exchange Act.

WHEREFORE, Plaintiff prays for relief and judgment, as follows:

A. Determining that this action is a proper class action , designating Plaintiff as Lead

Plaintiff and certifying Plaintiff as a class representative under Rule 23 of the Federal Rules of Civil

Procedure and Plaintiff's counsel as Lead Counsel;

B. Awarding compensatory damages in favor of Plaintiff and the other Class members

against all Defendants, jointly and severally, for all damages sustained as a result of Defendants'

wrongdoing, in an amount to be proven at trial, including interest thereon;

C. Awarding Plaintiff and the Class their reasonable costs and expenses incurred in this

action, including counsel fees and expert fees; and

D. Such other and further relief as the Court may deem just and proper.

JURY TRIAL DEMANDED

Plaintiff hereby demands a trial by jury.

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Case 3-08-cv-05572-MLC-JJH Document 1 Filed 11/11/2008

DATED: November 11, 2008

of 18

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