Body Central Corp.

Body Central Corp.

Body Central Corp. Securities Settlement

The lawsuit was settled for $3.425 million in cash. The following is a summary of the proceedings in this lawsuit: ‘On August 27, 2012, a putative class action alleging violations of federal securities laws was filed in the United States District Court for the Middle District of Florida, Jacksonville Division, referenced herein as the Action. The Court has appointed the law firm of Robbins Geller Rudman & Dowd LLP as Lead Counsel. The Corrected Amended Class Action Complaint for Violations of the Federal Securities Laws (the Complaint) filed in the Action on February 26, 2013 against Defendants Body Central, B. Allen Weinstein, Thomas Stoltz and Beth R. Angelo generally alleged, among other things, that Defendants engaged in a fraudulent scheme to artificially inflate the price of Body Central common stock by concealing and subsequently minimizing significant deteriorating merchandise conditions that negatively impacted sales and Body Central financial outlook. The Complaint asserts that these allegedly false and misleading statements and omissions artificially inflated the price of Body Central common stock. The Complaint further alleged that Class Members purchased or acquired Body Central common stock during the Class Period at prices artificially inflated as a result of the Defendants dissemination of materially false and misleading statements. The Complaint asserted claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the Exchange Act), and Rule 10b-5 promulgated thereunder. On April 23, 2013, Defendants filed their Corrected Motion to Dismiss the Complaint, arguing that Lead Plaintiff failed to allege particularized facts showing that any challenged statement was false or misleading when it was made, that all of Body Central forward-looking statements, and their factual assumptions, were protected by the Private Securities Litigation Reform Act of 1995 (PSLRA) Safe Harbor provisions, and that the Complaint failed to plead specific facts establishing a strong inference of scienter. Defendants also filed a motion to take judicial notice of certain documents in connection with their motion to dismiss. On June 24, 2013, Lead Plaintiff filed his opposition to Defendants motion to dismiss and a motion to strike certain documents submitted by Defendants in support of their motion to dismiss. Lead Plaintiff countered each of Defendants arguments, and argued that the Complaint adequately alleged violations of Sections 10(b) and 20(a) of the Exchange Act. On July 8, 2013, Defendants filed their opposition to the motion to strike, and on July 19, 2013, filed their reply to the motion to dismiss. On September 19, 2013, the Court issued an Order granting in part and denying in part both Lead Plaintiff motion to strike and Defendants motion for judicial notice, and gave Defendants the opportunity to convert their motion to dismiss to a motion for summary judgment, or to notify the Court that they would like it to consider their motion as a motion to dismiss. Defendants notified the Court that they did not wish to convert their motion to dismiss into a motion for summary judgment, and on March 19, 2014, the Court issued an Order granting Defendants motion to dismiss, dismissing the Complaint without prejudice. The Order also provided Lead Plaintiff the opportunity to amend his complaint. On April 23, 2014, Lead Plaintiff filed his Second Amended Class Action Complaint for Violations of the Federal Securities Laws (the SAC). On the same day, Lead Plaintiff filed his motion to partially modify the PSLRA-mandated discovery stay, seeking the documents Defendants had produced, or will produce, in connection with government investigations into trading in Body Central stock during the Class Period. On May 30, 2014, Defendants filed their motion to dismiss the SAC and their opposition to the motion to partially lift the discovery stay. On June 12, 2014, the Court denied Lead Plaintiff motion to partially lift the stay. The parties then engaged in arm-length negotiations in an effort to resolve the litigation, and on July 18, 2014, executed a Settlement Term Sheet setting forth the parties agreement-in-principle to settle the litigation. Lead Plaintiff notified the Court of the Settlement on the same day.’

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