Jabil circuit sec investigation backdating thailand singles dating

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In response to The Wall Street Journal's inquiries, "Jabil executives denied that any backdating had taken place, instead falsely stating that `[t]he scheduled meetings of the compensation committee and the Board determined and dictated the date of grants, not the Company's stock price.'" (Doc. Petersburg Times "repeated Jabil's denials of wrongdoing made to The Wall Street Journal that `the company did not backdate grants or time them ahead of favorable news, basing them on scheduled meetings of the compensation committee and the board." (Doc. 73, ¶ 150) The defendants expected "to grow full fiscal core earnings per share 33 percent to

In response to The Wall Street Journal's inquiries, "Jabil executives denied that any backdating had taken place, instead falsely stating that `[t]he scheduled meetings of the compensation committee and the Board determined and dictated the date of grants, not the Company's stock price.'" (Doc. Petersburg Times "repeated Jabil's denials of wrongdoing made to The Wall Street Journal that `the company did not backdate grants or time them ahead of favorable news, basing them on scheduled meetings of the compensation committee and the board." (Doc. 73, ¶ 150) The defendants expected "to grow full fiscal core earnings per share 33 percent to $1.70 per diluted share." (Doc. or other financial items"; (2) "a statement of the plans and objectives of management for future operations"; (3) "a statement of future economic performance, including any statement contained in a discussion and analysis of financial condition by the management or in the results of operations." 15 U. The statement providing guidance for fiscal year 2006 and the third quarter of that year fits the definition of a forward-looking statement. 2001), the plaintiffs alleged that a section of a prospectus was misleading absent a particular disclosure. The plaintiffs did not allege that each statement of current condition was misleading. The complaint alleges that each individual defendant benefitted financially from the false and misleading statements through one or more of (1) insider trading, (2) the receipt of a backdated stock option, and (3) the receipt of an incentive-based bonus. Additionally, "significant overstatements of revenue `tend to support the conclusion that defendants acted with scienter.'" , 115 F. However, the complaint fails to include a single specific allegation of Jabil granting a non-director or non-officer a backdated option.73, ¶ 147) "Section 10(b) liability can be predicated on a defendant's false statement to securities analysts or to the financial or news media." , 485 U. 73, ¶ 150) The defendants argue that no liability accrues from these "forward-looking statements," protected under the PSLRA's safe harbor provision. 75 at 34-41) The PSLRA defines a "forward-looking statement" as (1) "a statement containing a projection of revenues, income (including income loss), earnings (including earnings loss) per share, . The statement addresses "financial items," including "statement[s] containing a projection of revenue," "earnings per share," and "[expected] economic performance." §§ 77z-2(i)(1), 78u-5(i)(1); "On any motion to dismiss based upon subsection (c)(1) of this section, the court shall consider any statement cited in the complaint and any cautionary statement accompanying the forward-looking statement, which are not subject to material dispute, cited by the defendant." 15 U. The Eleventh Circuit held that "[b]ecause the allegation is that this section of the prospectus is misleading, due to material omissions, we view the section as a whole and determine whether it is forward-looking." The section discussed the company's future success and risk factors that might affect that success. However, because the plaintiffs allege that a material omission causes the conference call to mislead, requires examination of the conference call to determine whether it is forward-looking. 21 at 2-5) qualify as forward-looking because they discuss "future economic performance," and "the plans and objectives of management for future operations." events and the future financial performance of the Company. 26 at 37) "Congress was explicit in stating that meaningful cautionary language could incorporate by reference information contained in documents filed with the SEC." , 863 F.2d 809, 814 (11th Cir. The Eleventh Circuit describes severe recklessness as "limited to those highly unreasonable omissions or misrepresentations" that are known to the defendant or so obvious that the defendant must have been aware and "that involve not merely simple or even inexcusable negligence, but an extreme departure from the standards of ordinary care, and that present a danger of misleading buyers or sellers." requires consideration of "plausible nonculpable explanations for the defendant's conduct, as well as inferences favoring the plaintiff." 127 S. The complaint alleges that several individual defendants engaged in insider trading by "selling Jabil stock while in possession of material, adverse non-public information concerning the Company" despite each individual defendant's duty to refrain from such conduct. 73, ¶ 259) On March 23, 2006, the day after the favorable earnings announcement, Brown, Main, and Sansone sold 244,800 shares of Jabil stock for $8.8 million of profit. 73, ¶ 156) On March 27, 2006, Alexander and Sansone sold 98,664 shares for $3.9 million of profit. 73, ¶ 156) On March 30, 2006, Brown sold 58,000 shares for $1.7 million of profit. 73, ¶ 156) Between March 30 and April 13, 2006, Morean sold 1,017,200 shares for $43.1 million of profit. 73, ¶ 156) "While a showing of profitable stock trades is not a prerequisite to prove scienter, where it is alleged, plaintiffs `bear the burden of showing that sales by insiders were in fact unusual or suspicious in amount and in timing.'" fraud `turns upon (1) the percentage of holdings sold by a defendant, (2) the number of defendants who sold stock, and (3) the difference between stock sales during the relevant time period and prior activity.'" , 253 F.3d 423, 435 (9th Cir. A showing of unusualness or suspiciousness requires an allegation of the amount and timing of the stock options granted during the class period and the options granted before or after the class period. Approximately $3.7 million of the restatement expense relates to options "granted to a director over a period of five years for his providing consulting services to the Company." (Doc. Rapp ("Rapp") served as chief operating officer from 2000 through 2002. 73, ¶ 41) Of the $54.3 million expense, Jabil reported incurring approximately $35.0 million in 2005 and $16.2 million in 2003. 73, ¶ 202) The plaintiffs assert in count one that the defendants violated section 10(b) of the Exchange Act and Rule 10b-5. Prior to the enactment of the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley"), a plaintiff was required to bring a section 10(b) claim "within one year after the discovery of the facts constituting the violation and within three years after such violation." , 501 U. 73, ¶ 105(b)) CW5 states that Vetter informed CW5 that "these new options were a replacement for the options that the officers received earlier in 2001 because those options were now `underwater.'" (Doc. To demonstrate falsity and misrepresentation, the plaintiffs also rely on the statement of CW5, who addresses the options granted in only 2001. Lewis ("Lewis") acted as chief financial officer from August, 1999, through September, 2004. 73, ¶ 202) After the plaintiffs instituted the present action, Jabil announced in a Form 8-K filed on March 28, 2007, that Jabil "will record approximately $54.3 million of aggregate incremental non-cash stock-related compensation charges for the fiscal years 1996 through August 31, 2005." (Doc. 73, ¶ 48(e)) In 2001, Jabil officers received stock options. 73, ¶ 105(a)) Following September 11, 2001, the price of Jabil's stock declined below the exercise price of the options. 73, ¶ 105(a)) CW5 reports that Jabil issued the officers new stock options "in the same exact amounts as the options they received earlier in the year, but at a new, lower strike price." (Doc. The issuance of suspiciously timed options fails to convert the policy representation into a false and misleading statement.

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In response to The Wall Street Journal's inquiries, "Jabil executives denied that any backdating had taken place, instead falsely stating that `[t]he scheduled meetings of the compensation committee and the Board determined and dictated the date of grants, not the Company's stock price.'" (Doc. Petersburg Times "repeated Jabil's denials of wrongdoing made to The Wall Street Journal that `the company did not backdate grants or time them ahead of favorable news, basing them on scheduled meetings of the compensation committee and the board." (Doc. 73, ¶ 150) The defendants expected "to grow full fiscal core earnings per share 33 percent to $1.70 per diluted share." (Doc. or other financial items"; (2) "a statement of the plans and objectives of management for future operations"; (3) "a statement of future economic performance, including any statement contained in a discussion and analysis of financial condition by the management or in the results of operations." 15 U. The statement providing guidance for fiscal year 2006 and the third quarter of that year fits the definition of a forward-looking statement. 2001), the plaintiffs alleged that a section of a prospectus was misleading absent a particular disclosure. The plaintiffs did not allege that each statement of current condition was misleading. The complaint alleges that each individual defendant benefitted financially from the false and misleading statements through one or more of (1) insider trading, (2) the receipt of a backdated stock option, and (3) the receipt of an incentive-based bonus. Additionally, "significant overstatements of revenue `tend to support the conclusion that defendants acted with scienter.'" , 115 F. However, the complaint fails to include a single specific allegation of Jabil granting a non-director or non-officer a backdated option.

73, ¶ 147) "Section 10(b) liability can be predicated on a defendant's false statement to securities analysts or to the financial or news media." , 485 U. 73, ¶ 150) The defendants argue that no liability accrues from these "forward-looking statements," protected under the PSLRA's safe harbor provision. 75 at 34-41) The PSLRA defines a "forward-looking statement" as (1) "a statement containing a projection of revenues, income (including income loss), earnings (including earnings loss) per share, . The statement addresses "financial items," including "statement[s] containing a projection of revenue," "earnings per share," and "[expected] economic performance." §§ 77z-2(i)(1), 78u-5(i)(1); "On any motion to dismiss based upon subsection (c)(1) of this section, the court shall consider any statement cited in the complaint and any cautionary statement accompanying the forward-looking statement, which are not subject to material dispute, cited by the defendant." 15 U. The Eleventh Circuit held that "[b]ecause the allegation is that this section of the prospectus is misleading, due to material omissions, we view the section as a whole and determine whether it is forward-looking." The section discussed the company's future success and risk factors that might affect that success. However, because the plaintiffs allege that a material omission causes the conference call to mislead, requires examination of the conference call to determine whether it is forward-looking. 21 at 2-5) qualify as forward-looking because they discuss "future economic performance," and "the plans and objectives of management for future operations." events and the future financial performance of the Company. 26 at 37) "Congress was explicit in stating that meaningful cautionary language could incorporate by reference information contained in documents filed with the SEC." , 863 F.2d 809, 814 (11th Cir. The Eleventh Circuit describes severe recklessness as "limited to those highly unreasonable omissions or misrepresentations" that are known to the defendant or so obvious that the defendant must have been aware and "that involve not merely simple or even inexcusable negligence, but an extreme departure from the standards of ordinary care, and that present a danger of misleading buyers or sellers." requires consideration of "plausible nonculpable explanations for the defendant's conduct, as well as inferences favoring the plaintiff." 127 S. The complaint alleges that several individual defendants engaged in insider trading by "selling Jabil stock while in possession of material, adverse non-public information concerning the Company" despite each individual defendant's duty to refrain from such conduct. 73, ¶ 259) On March 23, 2006, the day after the favorable earnings announcement, Brown, Main, and Sansone sold 244,800 shares of Jabil stock for $8.8 million of profit. 73, ¶ 156) On March 27, 2006, Alexander and Sansone sold 98,664 shares for $3.9 million of profit. 73, ¶ 156) On March 30, 2006, Brown sold 58,000 shares for $1.7 million of profit. 73, ¶ 156) Between March 30 and April 13, 2006, Morean sold 1,017,200 shares for $43.1 million of profit. 73, ¶ 156) "While a showing of profitable stock trades is not a prerequisite to prove scienter, where it is alleged, plaintiffs `bear the burden of showing that sales by insiders were in fact unusual or suspicious in amount and in timing.'" fraud `turns upon (1) the percentage of holdings sold by a defendant, (2) the number of defendants who sold stock, and (3) the difference between stock sales during the relevant time period and prior activity.'" , 253 F.3d 423, 435 (9th Cir. A showing of unusualness or suspiciousness requires an allegation of the amount and timing of the stock options granted during the class period and the options granted before or after the class period. Approximately $3.7 million of the restatement expense relates to options "granted to a director over a period of five years for his providing consulting services to the Company." (Doc.

Rapp ("Rapp") served as chief operating officer from 2000 through 2002. 73, ¶ 41) Of the $54.3 million expense, Jabil reported incurring approximately $35.0 million in 2005 and $16.2 million in 2003. 73, ¶ 202) The plaintiffs assert in count one that the defendants violated section 10(b) of the Exchange Act and Rule 10b-5. Prior to the enactment of the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley"), a plaintiff was required to bring a section 10(b) claim "within one year after the discovery of the facts constituting the violation and within three years after such violation." , 501 U. 73, ¶ 105(b)) CW5 states that Vetter informed CW5 that "these new options were a replacement for the options that the officers received earlier in 2001 because those options were now `underwater.'" (Doc. To demonstrate falsity and misrepresentation, the plaintiffs also rely on the statement of CW5, who addresses the options granted in only 2001.

.70 per diluted share." (Doc. or other financial items"; (2) "a statement of the plans and objectives of management for future operations"; (3) "a statement of future economic performance, including any statement contained in a discussion and analysis of financial condition by the management or in the results of operations." 15 U. The statement providing guidance for fiscal year 2006 and the third quarter of that year fits the definition of a forward-looking statement. 2001), the plaintiffs alleged that a section of a prospectus was misleading absent a particular disclosure. The plaintiffs did not allege that each statement of current condition was misleading. The complaint alleges that each individual defendant benefitted financially from the false and misleading statements through one or more of (1) insider trading, (2) the receipt of a backdated stock option, and (3) the receipt of an incentive-based bonus. Additionally, "significant overstatements of revenue `tend to support the conclusion that defendants acted with scienter.'" , 115 F. However, the complaint fails to include a single specific allegation of Jabil granting a non-director or non-officer a backdated option.73, ¶ 147) "Section 10(b) liability can be predicated on a defendant's false statement to securities analysts or to the financial or news media." , 485 U. 73, ¶ 150) The defendants argue that no liability accrues from these "forward-looking statements," protected under the PSLRA's safe harbor provision. 75 at 34-41) The PSLRA defines a "forward-looking statement" as (1) "a statement containing a projection of revenues, income (including income loss), earnings (including earnings loss) per share, . The statement addresses "financial items," including "statement[s] containing a projection of revenue," "earnings per share," and "[expected] economic performance." §§ 77z-2(i)(1), 78u-5(i)(1); "On any motion to dismiss based upon subsection (c)(1) of this section, the court shall consider any statement cited in the complaint and any cautionary statement accompanying the forward-looking statement, which are not subject to material dispute, cited by the defendant." 15 U. The Eleventh Circuit held that "[b]ecause the allegation is that this section of the prospectus is misleading, due to material omissions, we view the section as a whole and determine whether it is forward-looking." The section discussed the company's future success and risk factors that might affect that success. However, because the plaintiffs allege that a material omission causes the conference call to mislead, requires examination of the conference call to determine whether it is forward-looking. 21 at 2-5) qualify as forward-looking because they discuss "future economic performance," and "the plans and objectives of management for future operations." events and the future financial performance of the Company. 26 at 37) "Congress was explicit in stating that meaningful cautionary language could incorporate by reference information contained in documents filed with the SEC." , 863 F.2d 809, 814 (11th Cir. The Eleventh Circuit describes severe recklessness as "limited to those highly unreasonable omissions or misrepresentations" that are known to the defendant or so obvious that the defendant must have been aware and "that involve not merely simple or even inexcusable negligence, but an extreme departure from the standards of ordinary care, and that present a danger of misleading buyers or sellers." requires consideration of "plausible nonculpable explanations for the defendant's conduct, as well as inferences favoring the plaintiff." 127 S. The complaint alleges that several individual defendants engaged in insider trading by "selling Jabil stock while in possession of material, adverse non-public information concerning the Company" despite each individual defendant's duty to refrain from such conduct. 73, ¶ 259) On March 23, 2006, the day after the favorable earnings announcement, Brown, Main, and Sansone sold 244,800 shares of Jabil stock for .8 million of profit. 73, ¶ 156) On March 27, 2006, Alexander and Sansone sold 98,664 shares for .9 million of profit. 73, ¶ 156) On March 30, 2006, Brown sold 58,000 shares for

In response to The Wall Street Journal's inquiries, "Jabil executives denied that any backdating had taken place, instead falsely stating that `[t]he scheduled meetings of the compensation committee and the Board determined and dictated the date of grants, not the Company's stock price.'" (Doc. Petersburg Times "repeated Jabil's denials of wrongdoing made to The Wall Street Journal that `the company did not backdate grants or time them ahead of favorable news, basing them on scheduled meetings of the compensation committee and the board." (Doc. 73, ¶ 150) The defendants expected "to grow full fiscal core earnings per share 33 percent to $1.70 per diluted share." (Doc. or other financial items"; (2) "a statement of the plans and objectives of management for future operations"; (3) "a statement of future economic performance, including any statement contained in a discussion and analysis of financial condition by the management or in the results of operations." 15 U. The statement providing guidance for fiscal year 2006 and the third quarter of that year fits the definition of a forward-looking statement. 2001), the plaintiffs alleged that a section of a prospectus was misleading absent a particular disclosure. The plaintiffs did not allege that each statement of current condition was misleading. The complaint alleges that each individual defendant benefitted financially from the false and misleading statements through one or more of (1) insider trading, (2) the receipt of a backdated stock option, and (3) the receipt of an incentive-based bonus. Additionally, "significant overstatements of revenue `tend to support the conclusion that defendants acted with scienter.'" , 115 F. However, the complaint fails to include a single specific allegation of Jabil granting a non-director or non-officer a backdated option.73, ¶ 147) "Section 10(b) liability can be predicated on a defendant's false statement to securities analysts or to the financial or news media." , 485 U. 73, ¶ 150) The defendants argue that no liability accrues from these "forward-looking statements," protected under the PSLRA's safe harbor provision. 75 at 34-41) The PSLRA defines a "forward-looking statement" as (1) "a statement containing a projection of revenues, income (including income loss), earnings (including earnings loss) per share, . The statement addresses "financial items," including "statement[s] containing a projection of revenue," "earnings per share," and "[expected] economic performance." §§ 77z-2(i)(1), 78u-5(i)(1); "On any motion to dismiss based upon subsection (c)(1) of this section, the court shall consider any statement cited in the complaint and any cautionary statement accompanying the forward-looking statement, which are not subject to material dispute, cited by the defendant." 15 U. The Eleventh Circuit held that "[b]ecause the allegation is that this section of the prospectus is misleading, due to material omissions, we view the section as a whole and determine whether it is forward-looking." The section discussed the company's future success and risk factors that might affect that success. However, because the plaintiffs allege that a material omission causes the conference call to mislead, requires examination of the conference call to determine whether it is forward-looking. 21 at 2-5) qualify as forward-looking because they discuss "future economic performance," and "the plans and objectives of management for future operations." events and the future financial performance of the Company. 26 at 37) "Congress was explicit in stating that meaningful cautionary language could incorporate by reference information contained in documents filed with the SEC." , 863 F.2d 809, 814 (11th Cir. The Eleventh Circuit describes severe recklessness as "limited to those highly unreasonable omissions or misrepresentations" that are known to the defendant or so obvious that the defendant must have been aware and "that involve not merely simple or even inexcusable negligence, but an extreme departure from the standards of ordinary care, and that present a danger of misleading buyers or sellers." requires consideration of "plausible nonculpable explanations for the defendant's conduct, as well as inferences favoring the plaintiff." 127 S. The complaint alleges that several individual defendants engaged in insider trading by "selling Jabil stock while in possession of material, adverse non-public information concerning the Company" despite each individual defendant's duty to refrain from such conduct. 73, ¶ 259) On March 23, 2006, the day after the favorable earnings announcement, Brown, Main, and Sansone sold 244,800 shares of Jabil stock for $8.8 million of profit. 73, ¶ 156) On March 27, 2006, Alexander and Sansone sold 98,664 shares for $3.9 million of profit. 73, ¶ 156) On March 30, 2006, Brown sold 58,000 shares for $1.7 million of profit. 73, ¶ 156) Between March 30 and April 13, 2006, Morean sold 1,017,200 shares for $43.1 million of profit. 73, ¶ 156) "While a showing of profitable stock trades is not a prerequisite to prove scienter, where it is alleged, plaintiffs `bear the burden of showing that sales by insiders were in fact unusual or suspicious in amount and in timing.'" fraud `turns upon (1) the percentage of holdings sold by a defendant, (2) the number of defendants who sold stock, and (3) the difference between stock sales during the relevant time period and prior activity.'" , 253 F.3d 423, 435 (9th Cir. A showing of unusualness or suspiciousness requires an allegation of the amount and timing of the stock options granted during the class period and the options granted before or after the class period. Approximately $3.7 million of the restatement expense relates to options "granted to a director over a period of five years for his providing consulting services to the Company." (Doc. Rapp ("Rapp") served as chief operating officer from 2000 through 2002. 73, ¶ 41) Of the $54.3 million expense, Jabil reported incurring approximately $35.0 million in 2005 and $16.2 million in 2003. 73, ¶ 202) The plaintiffs assert in count one that the defendants violated section 10(b) of the Exchange Act and Rule 10b-5. Prior to the enactment of the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley"), a plaintiff was required to bring a section 10(b) claim "within one year after the discovery of the facts constituting the violation and within three years after such violation." , 501 U. 73, ¶ 105(b)) CW5 states that Vetter informed CW5 that "these new options were a replacement for the options that the officers received earlier in 2001 because those options were now `underwater.'" (Doc. To demonstrate falsity and misrepresentation, the plaintiffs also rely on the statement of CW5, who addresses the options granted in only 2001. Lewis ("Lewis") acted as chief financial officer from August, 1999, through September, 2004. 73, ¶ 202) After the plaintiffs instituted the present action, Jabil announced in a Form 8-K filed on March 28, 2007, that Jabil "will record approximately $54.3 million of aggregate incremental non-cash stock-related compensation charges for the fiscal years 1996 through August 31, 2005." (Doc. 73, ¶ 48(e)) In 2001, Jabil officers received stock options. 73, ¶ 105(a)) Following September 11, 2001, the price of Jabil's stock declined below the exercise price of the options. 73, ¶ 105(a)) CW5 reports that Jabil issued the officers new stock options "in the same exact amounts as the options they received earlier in the year, but at a new, lower strike price." (Doc. The issuance of suspiciously timed options fails to convert the policy representation into a false and misleading statement.

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In response to The Wall Street Journal's inquiries, "Jabil executives denied that any backdating had taken place, instead falsely stating that `[t]he scheduled meetings of the compensation committee and the Board determined and dictated the date of grants, not the Company's stock price.'" (Doc. Petersburg Times "repeated Jabil's denials of wrongdoing made to The Wall Street Journal that `the company did not backdate grants or time them ahead of favorable news, basing them on scheduled meetings of the compensation committee and the board." (Doc. 73, ¶ 150) The defendants expected "to grow full fiscal core earnings per share 33 percent to $1.70 per diluted share." (Doc. or other financial items"; (2) "a statement of the plans and objectives of management for future operations"; (3) "a statement of future economic performance, including any statement contained in a discussion and analysis of financial condition by the management or in the results of operations." 15 U. The statement providing guidance for fiscal year 2006 and the third quarter of that year fits the definition of a forward-looking statement. 2001), the plaintiffs alleged that a section of a prospectus was misleading absent a particular disclosure. The plaintiffs did not allege that each statement of current condition was misleading. The complaint alleges that each individual defendant benefitted financially from the false and misleading statements through one or more of (1) insider trading, (2) the receipt of a backdated stock option, and (3) the receipt of an incentive-based bonus. Additionally, "significant overstatements of revenue `tend to support the conclusion that defendants acted with scienter.'" , 115 F. However, the complaint fails to include a single specific allegation of Jabil granting a non-director or non-officer a backdated option.

73, ¶ 147) "Section 10(b) liability can be predicated on a defendant's false statement to securities analysts or to the financial or news media." , 485 U. 73, ¶ 150) The defendants argue that no liability accrues from these "forward-looking statements," protected under the PSLRA's safe harbor provision. 75 at 34-41) The PSLRA defines a "forward-looking statement" as (1) "a statement containing a projection of revenues, income (including income loss), earnings (including earnings loss) per share, . The statement addresses "financial items," including "statement[s] containing a projection of revenue," "earnings per share," and "[expected] economic performance." §§ 77z-2(i)(1), 78u-5(i)(1); "On any motion to dismiss based upon subsection (c)(1) of this section, the court shall consider any statement cited in the complaint and any cautionary statement accompanying the forward-looking statement, which are not subject to material dispute, cited by the defendant." 15 U. The Eleventh Circuit held that "[b]ecause the allegation is that this section of the prospectus is misleading, due to material omissions, we view the section as a whole and determine whether it is forward-looking." The section discussed the company's future success and risk factors that might affect that success. However, because the plaintiffs allege that a material omission causes the conference call to mislead, requires examination of the conference call to determine whether it is forward-looking. 21 at 2-5) qualify as forward-looking because they discuss "future economic performance," and "the plans and objectives of management for future operations." events and the future financial performance of the Company. 26 at 37) "Congress was explicit in stating that meaningful cautionary language could incorporate by reference information contained in documents filed with the SEC." , 863 F.2d 809, 814 (11th Cir. The Eleventh Circuit describes severe recklessness as "limited to those highly unreasonable omissions or misrepresentations" that are known to the defendant or so obvious that the defendant must have been aware and "that involve not merely simple or even inexcusable negligence, but an extreme departure from the standards of ordinary care, and that present a danger of misleading buyers or sellers." requires consideration of "plausible nonculpable explanations for the defendant's conduct, as well as inferences favoring the plaintiff." 127 S. The complaint alleges that several individual defendants engaged in insider trading by "selling Jabil stock while in possession of material, adverse non-public information concerning the Company" despite each individual defendant's duty to refrain from such conduct. 73, ¶ 259) On March 23, 2006, the day after the favorable earnings announcement, Brown, Main, and Sansone sold 244,800 shares of Jabil stock for $8.8 million of profit. 73, ¶ 156) On March 27, 2006, Alexander and Sansone sold 98,664 shares for $3.9 million of profit. 73, ¶ 156) On March 30, 2006, Brown sold 58,000 shares for $1.7 million of profit. 73, ¶ 156) Between March 30 and April 13, 2006, Morean sold 1,017,200 shares for $43.1 million of profit. 73, ¶ 156) "While a showing of profitable stock trades is not a prerequisite to prove scienter, where it is alleged, plaintiffs `bear the burden of showing that sales by insiders were in fact unusual or suspicious in amount and in timing.'" fraud `turns upon (1) the percentage of holdings sold by a defendant, (2) the number of defendants who sold stock, and (3) the difference between stock sales during the relevant time period and prior activity.'" , 253 F.3d 423, 435 (9th Cir. A showing of unusualness or suspiciousness requires an allegation of the amount and timing of the stock options granted during the class period and the options granted before or after the class period. Approximately $3.7 million of the restatement expense relates to options "granted to a director over a period of five years for his providing consulting services to the Company." (Doc.

Rapp ("Rapp") served as chief operating officer from 2000 through 2002. 73, ¶ 41) Of the $54.3 million expense, Jabil reported incurring approximately $35.0 million in 2005 and $16.2 million in 2003. 73, ¶ 202) The plaintiffs assert in count one that the defendants violated section 10(b) of the Exchange Act and Rule 10b-5. Prior to the enactment of the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley"), a plaintiff was required to bring a section 10(b) claim "within one year after the discovery of the facts constituting the violation and within three years after such violation." , 501 U. 73, ¶ 105(b)) CW5 states that Vetter informed CW5 that "these new options were a replacement for the options that the officers received earlier in 2001 because those options were now `underwater.'" (Doc. To demonstrate falsity and misrepresentation, the plaintiffs also rely on the statement of CW5, who addresses the options granted in only 2001.

.7 million of profit. 73, ¶ 156) Between March 30 and April 13, 2006, Morean sold 1,017,200 shares for .1 million of profit. 73, ¶ 156) "While a showing of profitable stock trades is not a prerequisite to prove scienter, where it is alleged, plaintiffs `bear the burden of showing that sales by insiders were in fact unusual or suspicious in amount and in timing.'" fraud `turns upon (1) the percentage of holdings sold by a defendant, (2) the number of defendants who sold stock, and (3) the difference between stock sales during the relevant time period and prior activity.'" , 253 F.3d 423, 435 (9th Cir. A showing of unusualness or suspiciousness requires an allegation of the amount and timing of the stock options granted during the class period and the options granted before or after the class period. Approximately .7 million of the restatement expense relates to options "granted to a director over a period of five years for his providing consulting services to the Company." (Doc. Rapp ("Rapp") served as chief operating officer from 2000 through 2002. 73, ¶ 41) Of the .3 million expense, Jabil reported incurring approximately .0 million in 2005 and .2 million in 2003. 73, ¶ 202) The plaintiffs assert in count one that the defendants violated section 10(b) of the Exchange Act and Rule 10b-5. Prior to the enactment of the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley"), a plaintiff was required to bring a section 10(b) claim "within one year after the discovery of the facts constituting the violation and within three years after such violation." , 501 U. 73, ¶ 105(b)) CW5 states that Vetter informed CW5 that "these new options were a replacement for the options that the officers received earlier in 2001 because those options were now `underwater.'" (Doc. To demonstrate falsity and misrepresentation, the plaintiffs also rely on the statement of CW5, who addresses the options granted in only 2001. Lewis ("Lewis") acted as chief financial officer from August, 1999, through September, 2004. 73, ¶ 202) After the plaintiffs instituted the present action, Jabil announced in a Form 8-K filed on March 28, 2007, that Jabil "will record approximately .3 million of aggregate incremental non-cash stock-related compensation charges for the fiscal years 1996 through August 31, 2005." (Doc. 73, ¶ 48(e)) In 2001, Jabil officers received stock options. 73, ¶ 105(a)) Following September 11, 2001, the price of Jabil's stock declined below the exercise price of the options. 73, ¶ 105(a)) CW5 reports that Jabil issued the officers new stock options "in the same exact amounts as the options they received earlier in the year, but at a new, lower strike price." (Doc. The issuance of suspiciously timed options fails to convert the policy representation into a false and misleading statement.

However, the plaintiffs fail to allege the percentage of the defendants' total shares sold after issuance of the report. The complaint alleges that certain individual defendants benefitted financially from the false and misleading statements because certain individual defendants received backdated stock options on specific occasions between 19. The complaint alleges that each individual defendant benefitted financially from the false and misleading statements because each individual defendant received "incentive-based bonuses . 73, ¶ 46) A report of the compensation committee provides that "[b]onuses are paid on an annual or quarterly basis and are based on qualitative and subjective factors, including the pre-tax profitability of the Company, business development, operational performance, and other measures of efficiency appropriate to the officer compensated." (Doc. An "extraordinary" incentive package provides circumstantial evidence of scienter. The complaint alleges that between 19, several defendants served on committees "directly responsible for the granting or issuance of stock options and oversight of the Company's publicly issued financial statements and internal controls." (Doc. Their failure to do so, as demonstrated by the facts alleged in the Complaint, gives rise to an inference of scienter.") (internal citation omitted); , 918 A.2d 341, 355 n. As previously established, the complaint fails to adequately allege backdating, and consequently, membership in a committee responsible for approving a stock option grant, monitoring the exercise date of an option grant, or overseeing accounting or financial reporting fails to raise an inference of scienter. A plaintiff must comply with Rule 8(a)(2), Federal Rules of Civil Procedure, which requires a "`short and plain statement of the claim showing that the pleader is entitled to relief.'" 544 U. 73, ¶ 239) Jabil's December 8, 2006, disclosure of a forthcoming restatement of financial results for fiscal year 2005, coupled with the prospect that "necessary adjustments could require the Company to restate it[s] financial results as far back as 1996," caused the stock price to decline from .43 to .77. 73, ¶ 240) Jabil's December 20, 2006, disclosure "that its restructuring would cost hundreds of millions of dollars" and require layoffs caused the stock price to decline from .56 on December 20, 2006, to .12 on December 21, 2006." (Doc. actually had been backdated weeks or months to a date when the stock was trading at a lower price." (Doc. The complaint alleges that the defendants violated the Exchange Act by knowingly, falsely, and misleadingly stating Jabil's stock option practice, accounting practice, and earnings forecast. 73 at 53-139) The complaint alleges that during the class period the defendants stated that "[t]he exercise price of all incentive stock options granted under the Plans is to be at least equal to the fair market value of shares of common stock on the date of grant" (the "policy representation"). 73, ¶ 10) The plaintiffs allege that the policy representation is false and misleading because the defendants priced stock options lower than the fair market value of common stock on the day of the grant. 73, ¶ 117) The complaint contains the following specific allegations concerning the timing of the representation, the individual defendants who approved the representation, and the reason the representation is false and misleading.The complaint alleges which individual defendant signed each Form 10-K. "A plaintiff must (1) identify specific forecasts and the company insider who adopted them; (2) point to specific interactions between the insider and the analyst [or journalist] which gave rise to the entanglement; and (3) state the dates when these interactions occurred." , 977 F. The plaintiffs' allegations fail to satisfy the particularity requirement because they fail to identify which defendant conveyed the denial to the news media and when this occurred. According to Business Outlook, on March 22, 2006, Main stated that "[d]emand for Jabil's outsourcing services continues to be broad-based across numerous markets." (Doc. Grafstein ("Grafstein") (beginning in April, 2002), Mel S. 73, ¶ 4) The 19 Plans require the exercise price "to be at least equal to the fair market value of shares of common stock on the date of the grant." (Doc. 73, ¶¶ 8, 117) Although not unlawful , backdating requires attention to Generally Accepted Accounting Principles ("GAAP"). 25 ("APB 25"), titled "Accounting for Stock Issued to Employees," requires the recording of the "intrinsic value" of a fixed stock option on its "measurement date." (Doc. 22) The fair market value method requires a corporation to expense an employee stock option when granted. That date for many or most plans is the date an option or purchase right is granted or stock is awarded to an individual employee." On March 18, 2006, The Wall Street Journal published an article, "The Perfect Payday — Some CEOs reap millions by landing stock options when they are most valuable; Luck — or something else? 73, ¶ 143) The article questions the timing of options granted to executives of several technology companies. 73, ¶ 143) The article identifies six stock options granted to Jabil's chief executive officer, Main, at "suspicious" times between 19. 73, ¶ 144) A statistical analysis performed at the behest of the newspaper calculates the supposed odds of Main's six grants occurring at such auspicious moments as "roughly one million to one." (Doc. The two-year limitation poses no problem because the plaintiffs sued the defendants on September 18, 2006, six months after publication of The Wall Street Journal's article. This means the who, what, when, where, and how: the first paragraph of any newspaper story." , 466 F.3d at 1262 (quoting 15 U. 73, ¶ 100) On November 25, 2002, Jabil included the policy representation in the fiscal year 2002 Form 10-K, signed by Grafstein, Lavitt, Lewis, Main, Morean, Murphy, Newman, and Raymund. 73, ¶¶ 110-11) However, Alexander, Murphy, Morean, Sansone, Raymund, Main, Rapp, Brown, Mondello, Lavitt, Newman, Paver, and Lewis received stock options dated September 20, 2001, "the second lowest closing price of the month and the year." (Doc. Newman During the class period and as part of its compensation program, Jabil granted stock options to its directors, officers, and employees. 73, ¶ 80) Jabil was required to issue the options in accord with the company's 1992 Stock Option Plan and 2002 Stock Incentive Plan (collectively, the "19 Plans"). 73, ¶ 80) A stock option grants the recipient an option to purchase company stock at a specified price, called the "exercise price." (Doc. 73, ¶ 5) "`Backdating' is a practice by which a stock option is reported as being granted on one date, but . 73, ¶ 6) The exercise price of a backdated option is less than the fair market value of a share of common stock on the day of the grant, resulting in an "instant paper gain." (Doc. 22) "The measurement date for determining compensation cost in stock option, purchase, and award plans, is the first on which are known both (1) the number of shares that an individual employee is entitled to receive and (2) the option or purchase prices, if any. "A sufficient level of factual support for a [10b] claim may be found where the circumstances of the fraud are pled in detail. On November 28, 2001, Jabil included the policy representation in the fiscal year 2001 Form 10-K, signed by Lavitt, Lewis, Main, Morean, Murphy, Newman, Raymund, and Sansone. 73, ¶¶ 106-07) However, Alexander, Brown, Edwards, Lavitt, Lewis, Main, Mondello, Morean, Murphy, Newman, Paver, Raymund, and Rapp received stock options dated October 12, 2000, at .75 per share, "the second lowest trading price of the month." (Doc.

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The plaintiffs also fail to compare the number of shares sold during the class period with the number of shares sold either before or after the class period. The priced the options at or near a low point in Jabil's stock price during a particular period. 73, ¶¶ 88, 93, 95, 100, 104, 109, 115, 127) Receipt of a stock option evidences scienter only if the option grant is unusual or suspicious. 73, ¶ 80) The complaint alleges the bonus each individual defendant received each year. 73, ¶¶ 53-68) Receipt of a standard incentive-based bonus has limited probative value for scienter. 73, ¶ 86) The committees include the non-executive stock option committee, generally empowered stock option committee, audit committee, and compensation committee. The complaint's allegations with respect to the generally empowered stock option committee, compensation committee, and audit committee therefore fail to raise an inference of scienter. 2005) (alteration and internal quotation marks omitted). 73, ¶ 241) "The decline in Jabil's stock price as the market began to learn adverse, previously undisclosed information about the true state of Jabil's financial results and operations was related to defendants' prior misrepresentations and fraudulent conduct pursuant to their scheme to misrepresent and conceal Jabil's true financial condition." (Doc.