Young

MEMORANDUM *

Appellants are a proposed class of individuals who purchased Metricom, Inc. stock between June 21, 1999 and July 2, 2001. Appellees include Metricom’s president (Dreisbach) and directors (Derrickson and Savoy), along with its largest shareholder (Vulcan Ventures, Inc. or “Vulcan”) and the underwriters of Metricom’s February 2000 stock offering (Lehman Bros., Inc., Salomon Smith Barney, Inc., Merrill Lynch et al., and J.P. Morgan Securities). Appellants’ second amended complaint (“Complaint”) alleges that appellees violated §§ 10(b) and 20(a) of the Securities Exchange Act of 1934 (15 U.S.C.S. §§ 78j(b) & 78t(a)), and Rule 10b-5 ( 17 C.F.R. § 240 .10b-5) (“the 1934 Act”), and §§ 11(a), 12(a)(2) and 15 of the Securities Act of 1933 (15 U.S.C. §§ 77k & 771(a)(2)) (“the 1933 Act”), by fading to disclose material information about the strategic relationship between Metricom and MCI WorldCom Communications, Inc. (‘World-Com”). Appellants challenge the district court’s dismissal of the Complaint with prejudice pursuant to Fed. R. Civ. P. 12(b)(6) for failure to state a claim. We affirm.

We review de novo the district court’s dismissal of a complaint for failure to state a…

concurring:

I concur in the result.