VAUGHN R. WALKER, United States District Judge
This matter is before the Court on the motion for final approval of the Stipulation and Agreement of Settlement Between Plaintiff Class and Defendant Chan Desaigoudar ("the Settlement Agreement").
By its Preliminary Approval Order dated March 26, 2001, this Court conditionally certified the Settlement Class and granted preliminary approval of the Settlement. The Court also ordered that notice of this settlement be mailed directly to all ascertainable potential Settlement Class members.
In compliance with that Order, notice was mailed on March 26, 2001 and April 3, 2001, pursuant to the Preliminary Approval Order.
On May 24, 2001, this Court presided over the final approval hearing, during which the parties appeared represented by their respective attorneys of record. An opportunity to be heard was given to all parties requesting to be heard. The Court has reviewed and considered all of the pleadings filed in connection therewith, all the presentations and evidence submitted at the hearing in support of the Settlement, and the submissions and arguments of objectors.
The entire matter of the proposed Settlement having been duly noticed, and having been fully considered by the Court,
IT IS HEREBY ORDERED THAT:
1. This Court has jurisdiction over the claims of the Settlement Class members asserted in these proceedings, personal jurisdiction over the settling parties (including the class members), and subject matter jurisdiction to approve the Settlement Agreement.
2. Notice given to the members of the Settlement Class was reasonably calculated under the circumstances to apprise class members of the pendency of the class action, all material elements of the proposed Settlement, and their opportunity to exclude themselves from, object to, or comment on the Settlement and to appear at the settlement hearing; was reasonable and the best notice practicable under the circumstances; was due, adequate, and sufficient notice to all class members; and complied fully with Rule 23(c)(2) of the Federal Rules of Civil Procedure and due process. A full opportunity has been afforded to the Settlement Class members to participate in this hearing, and all Settlement Class members and other persons wishing to be heard have been heard. Accordingly, the Court determines that all Settlement Class members are bound by this Final Judgment.
3. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, the Court makes final its conditional certification of the Settlement Class for settlement purposes only.
4. No members of the Settlement Class timely requested exclusion from the Settlement Class.
5. Pursuant to Rule 23(e) of the Federal Rules of Civil Procedure and Section (a)(10) of the Securities Act of 1933, the Court hereby grants final approval to the Settlement and finds that it is fair, reasonable, and adequate, and in the best interests of the Settlement Class as a whole. The objections that have been filed have been considered by the Court and are overruled. The Settling Parties are ordered to consummate the Settlement Agreement in accordance with the terms of the Settlement Agreement.
6. Neither this Final Judgment nor the Settlement Agreement shall constitute an admission by the Defendant Desaigoudar of any liability or wrongdoing whatsoever.
7. All the Released Claims of the Settlement Class against Defendant Desaigoudar (as defined in the Settlement Agreement) are dismissed with prejudice, with each party bearing its own costs;
8. All Settlement Class Members shall, as of the Effective Date, conclusively be deemed to have released and forever discharged Defendant Desaigoudar from all Released Claims.
9. This Court reserves exclusive and continuing jurisdiction over the Class Actions, the Settlement Class, and Defendant Desaigoudar for the purposes of, among other things, (i) supervising the implementation, enforcement, construction and interpretation of the Settlement Agreement, the Preliminary Approval Order and the Final Judgment; (ii) hearing and determining any application by Class Counsel for an award of attorneys' fees, costs and expenses; (iii) hearing and determining whether the proposed Plan of Allocation is fair, reasonable and adequate to the Settlement Class Members pursuant to Rule 23 of the Federal Rules of Civil Procedure and Section 3(a)(10) of the Securities Act of 1933; (iv) supervising the administration and distribution of the Settlement Fund; and (v) enforcing the Final Judgment.
10. This Court directs entry of judgment as a Final Judgment, which shall be final and appealable.
FINAL JUDGMENT
WHEREAS, the Court having considered the Stipulation and Agreement of Settlement (the "Settlement Agreement") between the Representative Plaintiffs, Colorado Public Employees' Retirement Association ("ColPERA") and California State Teachers' Retirement System ("CalSTRS"), on behalf of themselves and the Class they represent, and the Settling Defendants, Defendant California Micro Devices Corporation ("California Micro"), Defendant Coopers Lybrand L.L.P. ("Coopers"), and Defendants Bhasker B. Rao, Ramana V. Penumarty, Ashok K. Chalaka, Steven J. Henke, Surendra Gupta, and Ronald A. Romito (the "Individual Settling Defendants"), by and through their respective counsel, and having preliminarily approved the same on January 14, 1997; and
WHEREAS, the Court having entered an Order directing that notice to be given to the Class, and notice having been individually mailed to the Class, published in the national edition of the Wall Street Journal and broadcast to the Internet, and the Court having conducted a Settlement Hearing concerning the proposed settlement and having considered all oral and written objections and comments received from Class members; and
WHEREAS, the Court having reviewed the entire record of the Class Actions, and good cause appearing,
IT IS HEREBY ORDERED, ADJUDGED AND DECREED AS FOLLOWS:
1. For the purposes of this Final Judgment, the Court adopts and incorporates the definitions in Paragraphs 1.1 through 1.37 of the Settlement Agreement.
2. The Court has jurisdiction over the subject matter of the Class Actions, the Settling Defendants, the Outside Directors and the Class.
3. The Court has determined that the notice given to the Class fully and accurately informed all Persons in the Class of all material elements of the proposed settlement, constituted the best notice practicable under the circumstances, constituted valid, due and sufficient notice to all Class members, and complied fully with Rule 23 of the Federal Rules of Civil Procedure, the United States Constitution, and any other applicable law.
4. The Court finally approves the Settlement Agreement as fair, reasonable and adequate in all respects to the Class members pursuant to Rule 23 of the Federal Rules of Civil Procedure and Section 3(a)(10) of the Securities Act of 1933, and orders the parties to consummate settlement in accordance with the terms of the Settlement Agreement.
5. The Plan of Allocation as set forth in the Settlement Agreement providing for the distribution of the Net Settlement Fund to Settlement Class Members is approved.
6. Neither this Final Judgment nor the Settlement Agreement shall constitute an admission by the Settling Defendants or the Outside Directors of any liability or wrongdoing whatsoever, nor is this Final Judgment a finding of the validity or invalidity of any claims in the Class Action or a finding of any wrongdoing by the Settling Defendants or the Outside Directors. Neither this Final Judgment nor the Settlement Agreement shall be used or construed as an admission of any fault, liability or wrongdoing by any person. Neither the Final Judgment, the Settlement Agreement, the fact of settlement, the settlement proceedings, the settlement negotiations. nor any related document shall be offered or received in evidence as an admission, concession, presumption or inference against any party in any proceeding other than (a) in such proceedings as may be necessary to consummate or enforce the Settlement Agreement, or (b) in any subsequent action against or by the Settling Defendants, the Outside Directors or the Class, or any of them, to support a defense of res judicata, collateral estoppel, release, or other theory of claim preclusion, issue preclusion, or similar defense.
7. As of the Effective Date of the Settlement Agreement, each and every Released Claim of the Class against the Settling Defendants and the Outside Directors is dismissed on the merits and with prejudice, with the Settling Parties and the Outside Directors bearing their own costs.
8. As of the Effective Date of the Settlement Agreement, all Settlement Class members shall conclusively be deemed to have released and forever discharged the Settling Defendants and the Outside Directors from all Released Claims as defined in Paragraph 1.25 of the Settlement Agreement, and all Settlement Class members shall forever be enjoined and barred from asserting, instituting or prosecuting, in any capacity, before any court or governmental agency, any action or proceeding against the Settling Defendants and the Outside Directors that involves or asserts any Released Claim. All Settlement Class Members shall as of the Effective Date, conclusively be deemed to have waived the rights afforded by California Civil Code section 1542 and any similar statute or law, or principles of common law, of California or any other jurisdiction.
9. Upon the Effective Date of this Settlement Agreement, California Micro and the Outside Directors, on the one hand, and Coopers, on the other hand, shall conclusively be deemed to have fully, finally, and forever released, relinquished and discharged any and all claims against each other which arise out of or in any way relate to: (a) any purchase of California Micro common stock by the Representative Plaintiffs or any Settlement Class Member during the Settlement Class Period, and (b) any fact, transaction, event, occurrence, act, failure to act, omission, misrepresentation set forth or alleged, or which could have been set forth or alleged, in the Class Actions. Such Mutual Release of any or all such claims involving California Micro and the Outside Directors, on the one hand, and Coopers, on the other hand, shall apply to:
a. Any and all claims, demands, rights, liabilities, and causes of action of every nature and description whatsoever, known or unknown (including any Unknown Claims as defined in Paragraph 1.37 of the Settlement Agreement), asserted or that might have been asserted, or which hereafter may be claimed to arise out of any action, inaction, event or matter arising out of, relating to, or in connection with the facts, transactions, events, occurrences, acts, failures to act or omissions which were or could have been alleged in the Class Actions, including, but not limited to, the claims alleged in the Class Actions including, without limitation, claims for fraud, negligent misrepresentation, breach of contract, breach of fiduciary duty, professional malpractice, violations of the federal securities laws, or violations of any state or federal statute or common law doctrine, whether sounding in tort, contract, equity or otherwise;
b. Any existing or future claim, accrued or not yet accrued, by California Micro and the Outside Directors, on the one hand, and Coopers, on the other hand, against each other to recover all, or any part, of any sum which any such person may be, or is held, liable to pay to, or does pay (by settlement, by a payment of judgment or otherwise) to, the Settlement Class Members in connection with any litigation or claims involving the matters alleged in the Class Actions and/or a state court action; and
c. All claims for contribution and/or indemnity, however denominated, including but not limited to equitable and/or comparative contribution, indemnification, equitable indemnification, partial or comparative equitable indemnification or total indemnification or recoupment of claims, if any, arising under federal or state law (including claims based in tort, contract or statute) relating in any way to any claims asserted by or on behalf of any of the Settlement Class Members.
10. Upon the Effective Date of this Settlement Agreement, Coopers, on the one hand, and the Individual Settling Defendants, on the other hand, shall conclusively be deemed to have fully, finally, and forever released, relinquished and discharged any and all claims against each other which arise out of or in any way relate to: (a) any purchase of California Micro common stock by the Representative Plaintiffs or any Settlement Class Member during the Settlement Class Period, and (b) any fact, transaction, event, occurrence, act, failure to act, omission, misrepresentation set forth or alleged, or which could have been set forth or alleged, in the Class Actions. Such Mutual Release of any or all such claims involving Coopers, on the one hand, and the Individual Settling Defendants, on the other hand, shall apply to:
a. Any and all claims, demands, rights, liabilities, and causes of action of every nature and description whatsoever, known or unknown (including any Unknown Claims as defined in Paragraph 1.37 of the Settlement Agreement), asserted or that might have been asserted, or which hereafter may be claimed to arise out of any action, inaction, event or matter arising out of, relating to, or in connection with the facts, transactions, events, occurrences, acts, failures to act or omissions which were or could have been alleged in the Class Actions, including, but not limited to, the claims alleged in the Class Actions including, without limitation, claims for fraud, negligent misrepresentation, breach of contract, breach of fiduciary duty, professional malpractice, violations of the federal securities laws, or violations of any state or federal statute or common law doctrine, whether sounding in tort, contract, equity or otherwise;
b. Any existing or future claim, accrued or not yet accrued, by Coopers, on the one hand, and the Individual Settling Defendants, on the other hand, against each other to recover all, or any part, of any sum which any such Defendant may be, or is held, liable to pay to, or does pay (by settlement, by a payment of judgment or otherwise) to, the Settlement Class Members in connection with any litigation or claims involving the matters alleged, or which could have been alleged, in the Class Actions and/or a state court action; and
c. All claims for contribution and/or indemnity, however denominated, including but not limited to equitable and/or comparative contribution, indemnification, equitable indenmification, partial or comparative equitable indemnification or total indemnification or recoupment of claims, if any, arising under federal or state law (including claims based in tort, contract or statute) relating in any way to any claims asserted by or on behalf of any of the Settlement Class Members.
11. Without affecting the finality of this Final Judgment in any way, the Court reserves exclusive and continuing jurisdiction over the Class Actions, the Representative Plaintiffs, the Class, the Settling Defendants and the Outside Directors for the purposes of (a) supervising the implementations enforcement, construction and interpretation of the Settlement Agreement, the Preliminary Approval Order, and the Final Judgment; (b) hearing and determining any application by the Representative Plaintiffs and Class Counsel for an award of attorneys' fees, costs, and expenses; (c) hearing and determining whether the proposed Plan of Allocation is fair, reasonable and adequate to the Class members pursuant to Rule 23 of the Federal Rules of Civil Procedure and Section 3(a)(10) of the Securities Act of 1933; (d) supervising the administration and distribution of the Settlement Fund, the Contingent Value Rights ("CVR") Fund and the Continuing Litigation Fund; and (e) enforcing the Final Judgment.
12. The Court finds that the settlement embodied in the Settlement Agreement is in "good faith" within the meaning of California Code of Civil Procedure Sections 877 and 877.6, to the extent that any of the Non-Settling Defendants have claims arising under state law. Specifically, the Court finds that (a) there was no collusion between the Class, California Micro, the Outside Directors and Coopers in reaching the Settlement Agreement and no conduct aimed at prejudicing the rights of the Non-Settling Defendants; and (b) the substantial sums to be paid by California Micro and Coopers in settlement of the claims in this action is reasonable, appropriate and in good faith under California Code of Civil Procedure Sections 877 and 877.6, and the case law applying them.
13. All claims for contribution and indemnification, however denominated, against California Micro, the Outside Directors and Coopers arising under the federal securities laws, state law or common law with respect to the events that are the subject of the Class Actions, in favor of persons, including the Non-Settling Defendants, who are asserted to be joint tortfeasors with the Settling Defendants or the Outside Directors in the Released Claims and based upon liability for the Released Claims are extinguished, discharged, barred, satisfied and/or otherwise
14. All Persons, including, but not limited to, the Non-Settling Defendants, are hereby barred and permanently enjoined, to the fullest extent allowed by law, from asserting, instituting or prosecuting in any capacity, before any court or governmental agency, any action or proceeding against California Micro, the Outside Directors and Coopers for equitable, partial, comparative, or complete contribution, subrogation, or indemnity, however denominated, arising out of or relating in any way to the Released Claims, and the Court finds that all such claims are extinguished, discharged, satisfied and made unenforceable.
15. A separate order has be entered approving an award of attorneys' fees, expenses and costs for the Representative Plaintiffs and Class Counsel, which shall be paid solely from the Settlement Fund. That order shall not disturb or affect any of the terms of this Final Judgment.
16. The Court finds that no just reason exists for delay in entering final judgment pursuant to Rule 54(b) of the Federal Rules of Civil Procedure in accordance with the Settlement Agreement. Accordingly, the Clerk is hereby directed forthwith to enter this Final Judgment of Dismissal with Prejudice of the Class Actions pursuant Rule 54(b).
FINAL JUDGMENT
WHEREAS, the Representative Plaintiffs, Colorado Public Employees' Retirement Association ("ColPERA") and California State Teachers' Retirement System ("CalSTRS"), on behalf of themselves and the Class they represent, and the settling Defendant, Defendant Chan Desaigoudar ("Desaigoudar" or "Settling Defendant"), by and through their respective counsel, have reached a settlement and compromise of the disputes between them in the above-captioned action ("Class Actions"), which is embodied in the Stipulation and Agreement of Settlement ("Settlement Agreement") delivered to the Court; and
WHEREAS, by Order dated March 26, 2001, the Court gave its preliminary approval to the proposed Settlement Agreement; and
WHEREAS, a Notice of Proposed Settlement and Settlement Hearing was set thereafter to so many members of the Class as was feasible, and a Summary Notice of Publication was published in various media, informing potential Class members of the proposed Settlement Agreement, of Class Counsel's application for fees and costs, and of the hearing on these and other matters, so that Class members had an opportunity to be heard on these issues; and
WHEREAS, the Representative Plaintiffs have moved for final approval of the proposed Settlement Agreement pursuant to Fed.R.Civ.P. 23(e); and
WHEREAS, the Court has reviewed the proposed Settlement Agreement and has considered the motion for final approval and its supporting memorandum and declarations, and any and all responses thereto, and the arguments of counsel, and the pleadings and other papers filed herein; and
WHEREAS, the Court finds that the proposed Settlement Agreement was reached in good faith and was the result of arm's length, serious, informed and non-collusive negotiations between experienced, knowledgeable counsel who have actively contested this litigation; and
WHEREAS, the Court further finds that the proposed Settlement Agreement is fair, adequate and reasonable, and good cause appearing;
IT IS HEREBY ORDERED:
1. The proposed Settlement Agreement is approved, pursuant to Fed.R.Civ.P. 23(e).
2. On June 18, 2001, unless plaintiffs have notified the Court that a smaller number of shares is required under formula specified in Paragraph 4.2 of the Settlement Agreement, the Court shall assume continuing jurisdiction over the one million, eighteen thousand, two hundred and twenty-one (1,018,221) shares of California Micro common stock that are described in Paragraph 4.1 of the Settlement Agreement. Such jurisdiction shall be nunc pro tunc to March 26, 2001, the date when this Court entered an order preliminarily approving this Settlement.
3. The Clerk shall enter the Final Judgment