UNION CITY, Calif.,
April 18, 2014 /PRNewswire/
-- On April 15, 2014, the United
States District Court for the Northern District of California, granted preliminary approval of a
settlement that Abaxis, Inc. has reached with Plaintiff St. Louis
Police Retirement System ("Plaintiff") in a shareholder class and
derivative action that Plaintiff filed on October 1, 2012 on behalf of itself and all
others similarly situated, and derivatively on behalf of Abaxis
("Abaxis" or the "Company"), and against certain of Abaxis's
officers and directors (the "Defendants"), entitled St. Louis Police Retirement System v.
Severson, et al., Case No. 12-cv-05086-YGR (N.D. Cal.) (the "Action"). The Court's
order granting preliminary approval of the settlement requires
Abaxis to provide notice to its stockholders of the information
about the Action contained in this press release.
The Action alleges, among other things, that the Abaxis proxy
statement in connection with the Company's 2012 annual meeting of
stockholders contained materially false and misleading statements
concerning a proposed amendment to the Company's 2005 Equity
Incentive Plan and that Defendants granted and/or received Abaxis
restricted stock units in excess of the so-called Full Value Award
limit under the Company's 2005 Equity Incentive Plan.
On October 23, 2012, the Court
granted, in part, a motion for preliminary injunction filed by
Plaintiff and ordered Abaxis to make additional disclosures to
Abaxis stockholders in connection with Abaxis's 2012 annual meeting
of stockholders. Thereafter, Defendants filed motions to
dismiss, in which Defendants argued that Plaintiff, inter alia,
failed to state a claim for relief. The parties then engaged
in settlement negotiations that resulted in the proposed settlement
of the Action (the "Settlement"), the terms of which are set forth
in a Stipulation of Settlement dated as of January 16, 2014 (the "Stipulation"). The
terms of the Settlement set forth in the Stipulation include: (a)
the adoption and/or implementation of a variety of corporate
governance measures, including, but not limited to, measures that
relate to officer and director compensation and equity award
granting procedures; (b) that the Released Claims against the
Released Persons shall be dismissed; and (c) that Plaintiff will
apply to the Court for an award of attorneys' fees and expenses in
an amount not to exceed $2,000,000.
On June 17, 2014, at 2:00 p.m., a hearing (the "Settlement Hearing")
will be held before the United States District Court for the
Northern District of California,
Oakland Division, at the Oakland
Courthouse, Courtroom 1, 4th Floor, 1301 Clay Street, Oakland, CA 94612, to determine: (a) whether
the Court should certify the Action as a non-opt-out class action
pursuant to Fed. R. Civ. P. 23; (b) whether the Court should
approve the proposed Settlement; (c) whether the Court should enter
an Order and Final Judgment dismissing the claims asserted in the
Action on the merits and with prejudice and effectuating the
releases described below; (d) whether the Court should grant the
application of Plaintiff's counsel for a fee award; and (e) such
other matters as may properly come before the Court.
IF YOU WERE A HOLDER OF ABAXIS COMMON STOCK, EITHER OF RECORD OR
BENEFICIALLY, AS OF THE CLOSE OF BUSINESS ON AUGUST 31, 2012, YOUR RIGHTS WILL BE AFFECTED BY
PROCEEDINGS IN THE ACTION.
Any Abaxis shareholder who objects to the Settlement, the Order
and Final Judgment to be entered in the Action, and/or Plaintiff's
counsel's application for a fee award, or who otherwise wishes to
be heard, may appear in person or by his attorney at the Settlement
Hearing and present evidence or argument that may be proper and
relevant; provided, however, that, except for good cause shown, no
person shall be heard and no papers, briefs, pleadings or other
documents submitted by any person shall be considered by the Court
unless not later than twenty one (21) calendar days prior to the
Settlement Hearing such person files with the Clerk of the Court
and delivers upon the following counsel (delivered by hand or sent
by first class mail) (1) a written objection to the Settlement
setting forth: (a) the nature of the objection; (b) proof of
current ownership of Abaxis common stock, including the number of
shares of Abaxis common stock currently held and the date of
purchase of Abaxis common stock; and (c) any documentation in
support of such objection; and (2) if a current Abaxis shareholder
intends to appear and requests to be heard at the Settlement
Hearing, such shareholder must have, in addition to the
requirements of (1) above, (a) a written notice of such
shareholder's intention to appear; (b) a statement that indicates
the basis for such appearance; and (c) the identities of any
witnesses the shareholder intends to call at the Settlement Hearing
and a statement as to the subjects of their testimony, signed as
authorized by the objecting shareholder. Such filings shall
be delivered to the following counsel:
Eric L. Zagar
KESSLER TOPAZ MELTZER & CHECK, LLP
280 King of Prussia Road
Radnor, PA 19087
Jonathan M. Stein
SAXENA WHITE, P.A.
2424 N. Federal Highway, Suite 257
Boca Raton, FL 33431
Counsel for Plaintiff St. Louis Police Retirement
System
and
Thad A. Davis
GIBSON, DUNN & CRUTCHER
LLP
555 Mission Street, Suite 3000
San Francisco, CA 94105
Counsel for Individual Defendants
PLEASE DO NOT CALL, WRITE OR OTHERWISE DIRECT QUESTIONS TO
EITHER THE COURT OR THE CLERK'S OFFICE. Inquiries or
comments about the Settlement or any other matters in this Notice
should be directed by telephone or in writing to the attention of
Plaintiff's Counsel, Eric L. Zagar,
Kessler Topaz Meltzer & Check, LLP, 280 King of Prussia Road,
Radnor, PA 19087,
1-888-299-7706.
PLEASE NOTE: THERE
IS NO CLAIMS PROCEDURE, AS NO INDIVIDUAL SHAREHOLDER HAS THE RIGHT
TO BE COMPENSATED AS A RESULT OF THE SETTLEMENT DESCRIBED
HEREIN.
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The term "Released Claims" means any claims, demands, rights,
actions, causes of action, liabilities, damages, losses,
obligations, judgments, duties, suits, costs, expenses, matters,
and issues known or unknown, including Unknown Claims, contingent
or absolute, suspected or unsuspected, disclosed or undisclosed,
liquidated or unliquidated, matured or unmatured, accrued or
unaccrued, apparent or unapparent, whether state, federal, or
foreign, common law, statutory, or regulatory, including, without
limitation, claims under the federal securities laws, that have
been or could have been asserted in any court, tribunal or
proceeding: (a) by Plaintiff, or any Abaxis shareholder,
derivatively on behalf of Abaxis, or by Abaxis, against any
Released Person concerning the granting and/or receipt of the
Excess RSUs, the 2005 Plan, the 2010 Proxy and/or any disclosures
related to the 2010 Annual Meeting, the 2012 Proxy and/or any
disclosures related to the 2012 Annual Meeting; (b) by Plaintiff,
individually and/or on behalf of the Class, or by any member of the
Class, against Abaxis or any Released Person, concerning the
granting and/or receipt of the Excess RSUs, the 2005 Plan, the 2010
Proxy and/or any disclosures related to the 2010 Annual Meeting,
the 2012 Proxy and/or any disclosures related to the 2012 Annual
Meeting; and (c) by Plaintiff, any Abaxis shareholder, the
Individual Defendants or Abaxis, concerning the settlement of the
Action; provided, however, that Released Claims do
not include claims to enforce the Settlement, or claims regarding
the value of Plaintiff's securities other than those claims related
to these subjects above.
The term "Released Persons" means Plaintiff and Defendants, and
their respective Related Persons, where "Related Persons" means
each of a person's spouses, heirs, executors, estates, marital
communities, trustees, agents or administrators, present and former
attorneys, legal representatives, assigns, past and present
directors, officers, agents, advisors, employees, affiliates,
predecessors, successors, parents, subsidiaries, divisions,
affiliated entities, and any person or entity acting for or on
behalf of any of them and each of them (including without
limitation, any investment bankers, accountants, insurers,
reinsurers, attorneys and any past, present or future officers,
directors and employees of them).
Additional information concerning the Settlement is included in
a Form 8-K filed by Abaxis with the United States Securities and
Exchange Commission on April 18,
2014. You may inspect the Stipulation and other papers in the
Action at the Oakland Courthouse
clerk's office at any time during regular business hours of each
business day. The clerk's office is located at Suite 400S,
1301 Clay Street, Oakland, CA
94612. However, you must appear in person to inspect these
documents. The clerk's office will not mail copies to
you. The Stipulation may be available on the United States
District Court for the Northern District of California Information
web site at http://www.cand.uscourts.gov.
SOURCE Abaxis, Inc.