Knollenberg
Knollenberg v. Harmonic, Inc.
Opinion
Lead Opinion
MEMORANDUM *
In this securities fraud class action, Plaintiffs-Appellants Robert G. Knollenberg (“Knollenberg”) et al. brought this putative class action against DefendantsAppellees Harmonic Inc. (“Harmonic”) and C-Cube Microsystems, Inc. (“Old C-Cube”) and several of their top executives for violations of securities laws in connection with the decline in stock price of both companies around the time of the May 3, 2000 merger between Harmonic and Old C-Cube.
Because the parties are familiar with the facts and procedural history of the case, we do not recite them here in detail except as necessary to our decision.
1. Background
On October 27, 1999, Harmonic and C-Cube announced that Harmonic would acquire DiviCom, Inc. (“DiviCom”, a division of C-Cube). They filed Form 8 — K with the Securities and Exchange Commission (“SEC”), which contained their proposed merger agreement. On April 24, 2000, the shareholders of both companies voted to approve the merger. On May 3, 2000, the merger was completed. Pursuant to the merger, Harmonic acquired DiviCom and Old C-Cube ceased to exist.
On June 28, 2000, Plaintiffs filed a securities class action complaint in the district court…