EDWARD M. CHEN, District Judge.
WHEREAS, a consolidated action is pending before this Court styled In re VeriFone Holdings, Inc. Securities Litigation, Master File No. 3:07-cv-06140-EMC (the "Litigation");
WHEREAS, the parties having made application, pursuant to Federal Rule of Civil Procedure 23(e), for an order approving the settlement of this Litigation, in accordance with a Stipulation of Settlement dated as of August 9, 2013 (the "Stipulation"), which, together with the Exhibits annexed thereto, sets forth the terms and conditions for a proposed settlement of the Litigation and for dismissal of the Litigation with prejudice upon the terms and conditions set forth therein; and the Court having read and considered the Stipulation and the Exhibits annexed thereto; and
WHEREAS, all defined terms herein have the same meanings as set forth in the Stipulation;
NOW, THEREFORE, IT IS HEREBY ORDERED:
1. The Court does hereby preliminarily approve the Stipulation and the settlement set forth therein, subject to further consideration at the Settlement Hearing described below.
2. The Court hereby certifies a Class, for settlement purposes only, defined as: "all Persons who purchased VeriFone Publicly Traded Securities between August 31, 2006 and April 1, 2008 on any domestic or foreign exchange or otherwise, excluding all Defendants, VeriFone's former and current officers and directors and their families and affiliates. Also excluded from the Class are those Persons who validly and timely request exclusion from the Class."
3. With respect to the Class, this Court finds for purposes of effectuating this settlement that (a) the Members of the Class are so numerous that joinder of all Class Members in the Litigation is impracticable; (b) there are questions of law and fact common to the Class which predominate over any individual questions; (c) the claims of the Lead Plaintiff are typical of the claims of the Class; (d) Lead Plaintiff and Lead Counsel have fairly and adequately represented and protected the interests of all of the Class Members; and (e) a class action is superior to other available methods for the fair and efficient adjudication of the controversy, considering: (i) the interests of the Members of the Class in individually controlling the prosecution of the separate actions; (ii) the extent and nature of any litigation concerning the controversy already commenced by Members of the Class; (iii) the desirability or undesirability of continuing the litigation of these claims in this particular forum; and (iv) the difficulties likely to be encountered in the management of the class action.
4. A hearing (the "Settlement Hearing") shall be held before this Court on
5. The Settling Parties also presented the Court for review a plan to notify members of the proposed class, which sets out the terms of the settlement, including, inter alia, their options to (1) remain in the proposed class and submit a claim; (2) opt out or exclude themselves from the proposed class; (3) object to the proposed settlement and/or attend the Settlement Hearing; or (4) do nothing, and the consequences thereof. The Court approves, as to form and content, the Notice of Proposed Settlement of Class Action (the "Notice"), the Proof of Claim and Release form (the "Proof of Claim"), and Summary Notice annexed as Exhibits A-1, A-2, and A-3 hereto and finds that the mailing and distribution of the Notice and publishing of the Summary Notice substantially in the manner and form set forth in ¶¶ 5-6 of this Order meet the requirements of Federal Rule of Civil Procedure 23 and due process, and is the best notice practicable under the circumstances and shall constitute due and sufficient notice to all Persons entitled thereto.
6. The firm of Gilardi & Co. LLC ("Claims Administrator") is hereby appointed to supervise and administer the notice procedure as well as the processing of claims as more fully set forth below:
(a) The Claims Administrator shall make reasonable efforts, as explained in the Declaration of Peter L. Crudo, to identify all Persons who are Members of the Class and not later than
(b) Not later than
(c) Not later than
(d) Not later than
(e) At least seven (7) calendar days prior to the Settlement Hearing, Lead Counsel shall cause to be served on Defendants' counsel and filed with the Court proof, by affidavit or declaration, of such mailing and publishing; and
(f) Not later than
7. Nominees who purchased VeriFone Publicly Traded Securities for the beneficial ownership of Class Members during the Class Period shall send the Notice and the Proof of Claim to all beneficial owners of such VeriFone Publicly Traded Securities within ten (10) days after receipt thereof, or send a list of the names and addresses of such beneficial owners to the Claims Administrator within ten (10) days of receipt thereof, in which event the Claims Administrator shall promptly mail the Notice and Proof of Claim to such beneficial owners. Lead Counsel shall, if requested, reimburse banks, brokerage houses or other nominees solely for their reasonable out-of-pocket expenses incurred in providing notice to beneficial owners who are Class Members out of the Settlement Fund, which expenses would not have been incurred except for the sending of such notice, subject to further order of this Court with respect to any dispute concerning such compensation.
8. All Members of the Class shall be bound by all determinations and judgments in the Litigation concerning the settlement, whether favorable or unfavorable to the Class.
9. Class Members who wish to participate in the settlement shall complete and submit Proofs of Claim in accordance with the instructions contained therein. Unless the Court orders otherwise, all Proofs of Claim must be postmarked no later than ninety (90) days from the Notice Date. Any Class Member who does not timely submit a Proof of Claim within the time provided for, shall be barred from sharing in the distribution of the proceeds of the Settlement Fund, unless otherwise ordered by the Court. Notwithstanding the foregoing, Lead Counsel may, in their discretion, accept late-submitted claims for processing by the Claims Administrator so long as distribution of the Net Settlement Fund is not materially delayed thereby. If there are sufficient funds left in the Net Settlement Fund after six months from the initial date of distribution, the Claims Administrator shall make a second distribution in an equitable and economic fashion. As set forth in the Notice, the second distribution would be based on the percentage of the Net Settlement Fund that each such Authorized Claimant bears to the total of the claims of all Authorized Claimants who cashed their check in the initial distribution. Additionally, only Authorized Claims who cashed their check in the initial distribution would receive a second distribution.
10. Any Member of the Class may enter an appearance in the Litigation, at their own expense, individually or through counsel of their own choice. If they do not enter an appearance, they will be represented by Lead Counsel.
11. Any Person falling within the definition of the Class may, upon request, be excluded from the Class. Any such Person must submit to the Claims Administrator a request for exclusion ("Request for Exclusion"), postmarked no later than
12. Any Member of the Class may appear and show cause, if he, she or it has any, why the proposed settlement of the Litigation should or should not be approved as fair, reasonable, and adequate, why a judgment should or should not be entered thereon, why the Plan of Allocation should or should not be approved, why attorneys' fees and expenses should or should not be awarded to counsel for the Lead Plaintiff; provided, however, that no Class Member or any other Person shall be heard or entitled to contest such matters, unless that Person has filed said objections, papers, and briefs with the Clerk of the United States District Court for the Northern District of California, on or before
13. All funds held by the Escrow Agent shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be distributed pursuant to the Stipulation and/or further order(s) of the Court.
14. All opening briefs and supporting documents in support of the settlement, the Plan of Allocation, and any application by Lead Counsel for attorneys' fees and expenses shall be filed and served by
15. Neither the Defendants and their Related Parties nor the Defendants' counsel shall have any responsibility for the Plan of Allocation or any application for attorneys' fees or expenses submitted by Lead Counsel, and such matters will be considered separately from the fairness, reasonableness, and adequacy of the settlement.
16. At or after the Settlement Hearing, the Court shall determine whether the Plan of Allocation proposed by Lead Counsel and any application for attorneys' fees or payment of expenses shall be approved.
17. All reasonable expenses incurred in identifying and notifying Class Members, as well as administering the Settlement Fund, shall be paid as set forth in the Stipulation. In the event the settlement is not approved by the Court, or otherwise fails to become effective, neither Plaintiffs nor any of their counsel shall have any obligation to repay any amounts incurred or properly disbursed pursuant to ¶¶ 2.6 or 2.7 of the Stipulation.
18. Neither the Stipulation, nor any of its terms or provisions, nor any of the negotiations or proceedings connected with it, shall be construed as an admission or concession by the Defendants of the truth of any of the allegations in the Litigation, or of any liability, fault, or wrongdoing of any kind.
19. The Court reserves the right to adjourn the date of the Settlement Hearing without further notice to the Members of the Class, and retains jurisdiction to consider all further applications arising out of or connected with the proposed settlement. The Court may approve the settlement, with such modifications as may be agreed to by the Settling Parties, if appropriate, without further notice to the Class.
20. If the Stipulation and the settlement set forth therein is not approved or consummated for any reason whatsoever, the Stipulation and settlement and all proceedings had in connection therewith shall be without prejudice to the rights of the Settling Parties status quo ante.
A federal court authorized this Notice. This is not a solicitation from a lawyer.
• Your legal rights are affected whether you act or do not act. Read this Notice carefully.
• These rights and options —
• The Court in charge of this case must decide whether to approve the settlement. Payments will be made if the Court approves the settlement and, if there are any appeals, after appeals are resolved. Please be patient.
You or someone in your family may have purchased VeriFone common stock and/or VeriFone put and call options, between August 31, 2006 and April 1, 2008, inclusive.
The Court directed that you be sent this Notice because you have a right to know about a proposed settlement of a class action lawsuit, and about all of your options, before the Court decides whether to approve the settlement. If the Court approves it and after any objections or appeals (if there are any) are resolved, the Claims Administrator appointed by the Court will make the payments that the settlement allows.
This package explains the lawsuit, the settlement, your legal rights, what benefits are available, who is eligible for them, and how to get them.
The Court in charge of the case is the United States District Court, Northern District of California, and the case is known as In re VeriFone Holdings, Inc. Securities Litigation, Master File No. 3:07-cv-06140-EMC. The entity that leads the Litigation, National Elevator Industry Pension Fund, is called the Lead Plaintiff and the company and the individuals it sued are called Defendants.
This Litigation alleges that VeriFone and certain of its executives violated the federal securities laws by falsely representing throughout the Class Period that: (1) the Company's April 2006 acquisition of Lipman Electronic Engineering Ltd. ("Lipman") would — and did — increase gross margins and earnings in 2007; (2) VeriFone's 1Q07, 2Q07 and 3Q07 financial results were fairly presented in all material respects; (3) they had evaluated the Company's disclosure controls and procedures and concluded they were effective; and (4) the reported increases in 1Q07, 2Q07 and 3Q07 gross margins and earnings were the result of higher-margin wireless revenue, better supply chain efficiencies and better sourcing of strategic components, procurement synergies and other factors. Lead Plaintiff alleges that when Defendants disclosed the truth about the Company's financial results, Class Members suffered damages as a result of the decline in the price of VeriFone Publicly Traded Securities.
Defendants deny all of Lead Plaintiff's allegations and further deny that they did anything wrong.
In a class action, one or more people called class representatives (in this case, the Court-appointed the National Elevator Industry Pension Fund as Lead Plaintiff), sue on behalf of people who have similar claims. All of these people and/or entities are called a class or class members. One judge — in this case, United States District Court Judge Edward M. Chen — resolves the issues for all Class Members, except for those who exclude themselves from the Class.
The Court did not decide in favor of the Lead Plaintiff or Defendants. Instead, the lawyers for both sides of the lawsuit have negotiated a settlement, with the assistance of the Honorable Layn Phillips (Ret.), a former United States District Court Judge, that they believe is in the best interests of their respective clients. The settlement allows both sides to avoid the risks and cost of lengthy and uncertain litigation and the uncertainty of a trial and appeals, and permits Class Members to be compensated without further delay. The Lead Plaintiff and its attorneys think the settlement is best for all Class Members.
To see if you will get money from this settlement, you first have to determine if you are a Class Member.
The Class includes
Yes. Excluded from the Class are Defendants, VeriFone's officers and directors, and their families and affiliates. Also excluded from the Class are those Persons who timely and validly request exclusion from the Class pursuant to this Notice.
If you still are not sure whether you are included, you can ask for free help. You can call 1-800-447-7657 or visit www.gilardi.com for more information; or, you can call Rick Nelson, Shareholder Relations, Robbins Geller Rudman & Dowd LLP, at 1-800-449-4900 for more information; or, you can fill out and return the Proof of Claim described in Question 10 to see if you qualify.
VeriFone has agreed to pay or cause to be paid $95,000,000 in cash (the "Settlement Fund"). The Settlement Fund, plus interest earned from the date it is established, less costs, fees, and expenses (the "Net Settlement Fund"), will be divided among all eligible Class Members who send in valid Proofs of Claim ("Authorized Claimants"). Costs, fees, and expenses include Court-approved attorneys' fees and expenses, the costs of notifying Class Members, including the costs of printing and mailing this Notice and the cost of publishing newspaper notice, the costs of claims administration, and taxes on the Settlement Fund.
Your share of the Net Settlement Fund will depend on the number of valid Proofs of Claim that Class Members send in and how many VeriFone Publicly Traded Securities you purchased during the relevant period and when you bought and sold them. You can estimate the payment you might receive if all class members submit claims by inputting your transactions in VeriFone Publicly Traded Securities in a calculator at
For purposes of determining the amount an Authorized Claimant may recover under the Plan of Allocation, Lead Plaintiff's counsel conferred with their damages consultants and the Plan of Allocation reflects their judgment regarding the relative strengths of the claims at issue in light of the orders issued by the District Court and the Court of Appeals for the Ninth Circuit that they believe could have been recovered had Lead Plaintiff prevailed at trial.
In the unlikely event there are sufficient funds in the Net Settlement Fund, each Authorized Claimant will receive an amount equal to the Authorized Claimant's claim, as defined below. If, however, the amount in the Net Settlement Fund is not sufficient to permit payment of the total claim of each Authorized Claimant, then each Authorized Claimant shall be paid the percentage of the Net Settlement Fund that each Authorized Claimant's claim bears to the total of the claims of all Authorized Claimants. Payment in this manner shall be deemed conclusive against all Authorized Claimants.
A "Claim" will be calculated as follows:
For Class Members who held VeriFone Publicly Traded Securities at the beginning of the Class Period or made multiple purchases or sales during the Class Period, the first-in, first-out ("FIFO") method will be applied to such holdings, purchases, and sales for purposes of calculating a claim. Under the FIFO method, sales of VeriFone Publicly Traded Securities during the Class Period will be matched against the same type of security, in chronological order, first against securities held at the beginning of the Class Period. The remaining sales of VeriFone Publicly Traded Securities during the Class Period will then be matched, in chronological order, against like VeriFone Publicly Traded Securities purchased during the Class Period.
An Authorized Claimant will be eligible to receive a distribution from the Net Settlement Fund only if a Class Member had a net loss, after all profits from transactions in VeriFone Publicly Traded Securities during the Class Period are subtracted from all losses. However, the proceeds from sales of VeriFone Publicly Traded Securities which have been matched against VeriFone Publicly Traded Securities held at the beginning of the Class Period will not be used in the calculation of such net loss.
If there is sufficient money left in the Net Settlement Fund after six months from the initial date of distribution of the Net Settlement Fund to Class members to make a second distribution, a second distribution from the Net Settlement Fund will be made to Authorized Claimants who cashed their check in the initial distribution. The second distribution would be based on the percentage of the Net Settlement Fund that each such Authorized Claimant bears to the total of the claims of all Authorized Claimants who cashed their check in the initial distribution. Only Authorized Claims who cashed their check in the initial distribution would receive a second distribution. A second distribution would not be made to an Authorized Claimant based on his, her or its transactions in Put and/or Call options if in the initial distribution to all such Authorized Claimants who cashed their checks equaled 3% of the Net Settlement Fund.
A second distribution will not be made to an Authorized Claimant if the second distribution would be less than one dollar. Furthermore, a second distribution will not be made if the Net Settlement Fund after six months from the initial date of distribution is less than $10,000, in which case the remaining funds would be distributed to a nonprofit approved by the Court.
The Court has reserved jurisdiction to allow, disallow or adjust the claim of any Class Member on equitable grounds.
Payment pursuant to the Plan of Allocation set forth above shall be conclusive against all Authorized Claimants. No Person shall have any claim against Lead Plaintiff, any Plaintiffs' counsel, any claims administrator or other Person designated by Lead Plaintiff's counsel or Defendants and/or the Related Parties and/or the Released Persons and/or their counsel based on distributions made pursuant to the Stipulation and the settlement contained therein, the Plan of Allocation, or further orders of the Court. All Class Members who fail to complete and file a valid and timely Proof of Claim shall be barred from participating in distributions from the Net Settlement Fund (unless otherwise ordered by the Court), but otherwise shall be bound by all of the terms of the Stipulation, including the terms of any order and/or judgment entered and the releases given.
To qualify for a payment, you must send in a Proof of Claim. A Proof of Claim is enclosed with this Notice. Read the instructions carefully, fill out the form, include all the documents the form asks for, sign it, and mail it in the enclosed envelope postmarked no later than January 29, 2014.
The Court will hold a hearing on February 6, 2014, at 1:30 p.m., to decide whether to approve the settlement. If Judge Chen approves the settlement, there may be appeals. It is always uncertain whether these appeals can be resolved favorably, and resolving them can take time, perhaps more than a year. It also takes time for all the claim forms to be processed. If there are no appeals and depending on the number of claims submitted, the Claims Administrator could distribute the Net Settlement Fund as early as nine months after the fairness hearing. Please be patient.
Unless you exclude yourself, you are staying in the Class, and that means that you cannot sue, continue to sue, or be part of any other lawsuit against the Defendants about the same issues in this case or about issues that could have been asserted in this case. It also means that all of the Court's orders will apply to you and legally bind you and you will release your Released Claims in this case against Defendants and their Related Parties. "Released Claims" means any and all claims, debts, demands, disputes, rights, causes of action, suits, matters, damages, or liabilities of any kind, nature, and character whatsoever (including, but not limited to, any claims for damages, interest, attorneys' fees, expert or consulting fees, and any and all other costs, expenses or liabilities whatsoever), whether under federal, state, local, statutory, common law, foreign law, or any other law, rule or regulation, whether fixed or contingent, accrued or unaccrued, liquidated or unliquidated, at law or in equity, matured or unmatured, including Unknown Claims (collectively, "Claims"), that both (1) concern, arise out of, relate to, or are based upon the purchase of VeriFone Publicly Traded Securities during the Class Period and (2) were asserted or could have been asserted by Lead Plaintiff or any Class Member against any of the Released Persons in this Litigation. Released Claims do not include any derivative claims.
"Related Parties" means each of a Defendant's past or present directors, officers, employees, partners, insurers, co-insurers, reinsurers, controlling shareholders, attorneys, accountants or auditors, personal or legal representatives, predecessors, successors, parents, subsidiaries, divisions, joint ventures, agents, assigns, spouses, heirs, executors, estates, administrators, related or affiliated entities, any entity in which a Defendant has a controlling interest, 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.
If you do not want a payment from this settlement, but you want to keep the right to sue or continue to sue the Defendants on your own about the same issues in this case, then you must take steps to get out of the Class. This is called excluding yourself or is sometimes referred to as opting out of the Class.
To exclude yourself from the Class, you must send a letter by mail stating that you want to be excluded from In re VeriFone Holdings, Inc. Securities Litigation, Master File No. 3:07-cv-06140-EMC. You must include your name, address, telephone number, your signature, the number of shares of VeriFone common stock and/or other VeriFone Publicly Traded Securities you purchased and sold between August 31, 2006 and April 1, 2008, inclusive, the dates of such purchases and sales, and unless such information is not readily available, the prices of such purchases and sales. If you cannot find the price or exact dates of your purchases and sales, you can still submit an exclusion request for review. You must mail your exclusion request postmarked no later than December 30, 2013 to:
You cannot exclude yourself on the phone or by e-mail. If you ask to be excluded, you are not eligible to get any settlement payment, and you cannot object to the settlement. You will not be legally bound by anything that happens in this lawsuit.
No. Unless you exclude yourself, you give up any right to sue Defendants and their Related Parties for the claims that this settlement resolves. Remember, the exclusion deadline is December 30, 2013.
No. If you exclude yourself, do not send in a Proof of Claim to ask for any money. Once you exclude yourself, you will receive no cash payment even if you also submit a Proof of Claim.
The Court appointed the law firm of Robbins Geller Rudman & Dowd LLP to represent you and other Class Members. These lawyers are called Lead Counsel. These lawyers will apply to the Court for payment from the Settlement Fund; you have not been and will not otherwise be charged for their work. If you want to be represented by your own lawyer, you may hire one at your own expense.
At the fairness hearing, Lead Plaintiff's counsel will request the Court to award attorneys' fees of 20% of the Settlement Fund and for expenses up to $360,000, which were incurred in connection with the Litigation.
You can tell the Court that you do not agree with the settlement, the Plan of Allocation, or Lead Plaintiff's counsel's request for an award of attorneys' fees and expenses.
If you are a Class Member (and you have not excluded yourself), you can object to the settlement, the request for attorneys' fees and expenses, or the Plan of Allocation if you do not like any part of it. You can give reasons why you think the Court should not approve the settlement, the request for attorneys' fees and expenses, or the Plan of Allocation. The Court will consider your views. To object, you must send a signed letter saying that you object to the proposed settlement in In re VeriFone Holdings, Inc. Securities Litigation, Master File No. 3:07-cv-06140-EMC. Be sure to include your name, address, telephone number, your signature, the number of shares of VeriFone Publicly Traded Securities purchased between August 31, 2006 and April 1, 2008, inclusive, and the reasons you object to the settlement, the requested attorneys' fees and expenses, or the Plan of Allocation. Any such objection must be mailed or delivered such that it is received by the following no later than December 30, 2013:
Objecting is telling the Court that you do not like something about the proposed settlement. You can object
The Court will hold a hearing to decide whether to approve the proposed settlement. You may attend, but you do not have to.
The Court will hold a hearing at 1:30 p.m. on February 6, 2014, at the United States District Court, Northern District of California, 450 Golden Gate Avenue, San Francisco, CA 94102. At this hearing, the Court will consider whether the settlement is fair, reasonable, and adequate. If there are objections, the Court will consider them. The Court will listen to people who have asked to speak at the hearing. The Court will also decide whether to approve the payment of fees and expenses to Lead Plaintiff's counsel and the Plan of Allocation. We do not know how long the hearing will take or whether the Court will make its decision on the day of the hearing or sometime later.
No. Lead Plaintiff's counsel will answer questions Judge Chen may have. But, you are welcome to come at your own expense. If you send an objection, you do not have to come to Court to talk about it. As long as you mailed your written objection on time, the Court will consider it. You may also pay your own lawyer to attend, but you are not required to do so.
You may ask the Court for permission to speak at the hearing. To do so, you must send a letter saying that it is your intention to appear in In re VeriFone Holdings, Inc. Securities Litigation, Master File No. 3:07-cv-06140-EMC. Be sure to include your name, address, telephone number, your signature, and the number of VeriFone Publicly Traded Securities purchased between August 31, 2006 and April 1, 2008, inclusive. Your notice of intention to appear must be received no later than December 30, 2013 by the Clerk of the Court at the address listed in Question 18. You cannot speak at the hearing if you exclude yourself from the Class.
If you do nothing, you will get no money from this settlement. But, unless you exclude yourself, you will not be able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against the Defendants or their Related Parties about the same issues in this case.
This Notice summarizes the proposed settlement. More details are in the Stipulation dated August 9, 2013, which has been filed with the Court. You can get a copy of the Stipulation from the Clerk's office at the United States District Court, Northern District of California, 450 Golden Gate Avenue, San Francisco, CA 94102, during regular business hours, or at www.gilardi.com, or you can contact a representative of Lead Counsel at the number and address below in the answer to Question 25.
For more information about the settlement or the Litigation, you can call 1-800-449-4900 or write to a representative of Lead Plaintiff's counsel, Rick Nelson, Shareholder Relations, Robbins Geller Rudman & Dowd LLP, 655 West Broadway, Suite 1900, San Diego, CA 92101, or visit the Claims Administrator's website at www.gilardi.com.
If you hold any VeriFone common stock or put and call options purchased between August 31, 2006 and April 1, 2008, inclusive, as a nominee for a beneficial owner, then, within ten (10) days after you receive this Notice, you must either: (1) send a copy of this Notice by First-Class Mail to all such Persons; or (2) provide a list of the names and addresses of such Persons to the Claims Administrator:
If you choose to mail the Notice and Proof of Claim yourself, you may obtain from the Claims Administrator (without cost to you) as many additional copies of these documents as you will need to complete the mailing.
Regardless of whether you choose to complete the mailing yourself or elect to have the mailing performed for you, you may obtain reimbursement for or advancement of reasonable administrative costs actually incurred or expected to be incurred in connection with forwarding the Notice and which would not have been incurred but for the obligation to forward the Notice, upon submission of appropriate documentation to the Claims Administrator.
1. To recover as a Member of the Class based on your claims in the consolidated action entitled In re VeriFone Holdings, Inc. Securities Litigation, Master File No. 3:07-cv-06140-EMC (the "Litigation"), you must complete and, on page 10 hereof, sign this Proof of Claim and Release form ("Proof of Claim"). If you fail to file a properly addressed (as set forth in paragraph 3 below) Proof of Claim, 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.
2. Submission of this Proof of Claim, however, does not assure that you will share in the proceeds of the settlement of the Litigation.
3. YOU MUST MAIL YOUR COMPLETED AND SIGNED PROOF OF CLAIM POSTMARKED ON OR BEFORE JANUARY 29, 2014, ADDRESSED AS FOLLOWS:
If you are NOT a Member of the Class (as defined in the Notice of Proposed Settlement of Class Action ("Notice")) DO NOT submit a Proof of Claim.
4. If you are a Member of the Class and you did not timely request exclusion in connection with the proposed settlement, you are bound by the terms of any judgment entered in the Litigation, including the releases provided therein, WHETHER OR NOT YOU SUBMIT A PROOF OF CLAIM.
If you purchased VeriFone Systems, Inc. (f/k/a VeriFone Holdings, Inc.) common stock or VeriFone put or call options (collectively "VeriFone Publicly Traded Securities") and held the certificate(s) in your name, you are the beneficial purchaser as well as the record purchaser. If, however, you purchased VeriFone Publicly Traded Securities and 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.
Use Part I of this form entitled "Claimant Identification" to identify each purchaser of record ("nominee"), if different from the beneficial purchaser of the VeriFone Publicly Traded Securities 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 VERIFONE PUBLICLY TRADED SECURITIES UPON WHICH THIS CLAIM IS BASED.
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.
Use Part II of this form entitled "Schedule of Transactions in VeriFone Publicly Traded Securities" to supply all required details of your transaction(s) in VeriFone Publicly Traded Securities. Use Part III of this form entitled "Schedule of Transactions in VeriFone Options" to supply all required details of your transaction(s) in put and call options of VeriFone 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.
On the schedules, provide all of the requested information with respect to
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.
The date of covering a "short sale" is deemed to be the date of purchase of VeriFone common stock. The date of a "short sale" is deemed to be the date of sale of VeriFone common stock.
Copies of broker confirmations or other documentation of your transactions in VeriFone Publicly Traded Securities should be attached to your claim. Failure to provide this documentation could delay verification of your claim or result in rejection of your claim.
NOTICE REGARDING ELECTRONIC FILES: Certain claimants with large numbers of transactions may request, or may be requested, to submit information regarding their transactions in electronic files. All claimants MUST submit a manually signed paper Proof of Claim whether or not they also submit electronic copies. If you wish to file your claim electronically, you must contact the Claims Administrator at 1-888-283-8026 to obtain the required file layout. No electronic files will be considered to have been properly submitted unless the Claims Administrator issues to the claimant a written acknowledgment of receipt and acceptance of electronically submitted data.
