This case was last updated from Santa Clara County Superior Courts on 08/08/2019 at 07:09:18 (UTC).

Iron Workers District Council of New England Pension Fund v. Veeco Instruments, Inc., et al.

Case Summary

On 08/02/2018 Iron Workers District Council of New England Pension Fund filed a Contract - Security lawsuit against Veeco Instruments, Inc . This case was filed in Santa Clara County Superior Courts, Downtown Superior Court located in Santa Clara, California. The Judges overseeing this case are Kuhnle, Thomas and Walsh, Brian C. The case status is Pending - Other Pending.

Case Details Parties Documents Dockets

 

Case Details

  • Case Number:

    ******2463

  • Filing Date:

    08/02/2018

  • Case Status:

    Pending - Other Pending

  • Case Type:

    Contract - Security

  • Court:

    Santa Clara County Superior Courts

  • Courthouse:

    Downtown Superior Court

  • County, State:

    Santa Clara, California

Judge Details

Judges

Kuhnle, Thomas

Walsh, Brian C

 

Party Details

Plaintiff

Iron Workers District Council of New England Pension Fund

Defendants

Jackson, Keith D.

Hunter, Gordon

Bayless, Kathleen A.

D'Amore, Richard A.

Simone, Peter J.

Peeler, John R.

Kiernan, John P.

St. Dennis, Thomas

Maheshwari, Shubham

Veeco Instruments, Inc.

Not Classified By Court

Superior Court of California

Construction Workers Pension Trust Fund - Lake County and Vicinity

Wolther, Matt

Vladimir Gusinsky Revocable Trust

Attorney/Law Firm Details

Plaintiff Attorneys

Hall, David William

Buell, Guillaume

Defendant Attorneys

Foran, Derek Francis

Webb, Robert L

Close, Matthew William

Not Classified By Court Attorneys

Superior Court of CA, County of Santa Clara

Jaconette, James Ian

Bottini, Francis Alexander

Kolesnikov, Yury A

Chang, Albert Y.

Robbins, Brian James

 

Court Documents

Order

Order Granting PHV Application Guillaume Buell: Comment: Order Granting Pro Hac Vice Application of Guillaume Buell - signed/BCW

Order: Proposed

Proposed Order Granting Application of Guillaume Buell to Appear Pro Hac Vice: Comment: Proposed Order Granting Application of Guillaume Buell to Appear Pro Hac Vice

Application: Pro Hac Vice

Application Pro Hac Vice Guillaume Buell: Comment: Application of Guillaume Buell to Appear Pro Hac Vice

Substitution: Attorney

Substitution Attorney: Comment: OLD: Derek F. Foran; Robert L. Webb NEW: Matthew W. Close

Order

Order and Notice of Reassignment of Case to D1 BCW; CMC reset to 11-16-18 at 10am in D1 BCW: Comment: Order & Notice of Reassignment of Case to D1, Hon. Brian C. Walsh presiding; CMC reset to 11/16/18 at 10am in D1 - signed/BCW

Order

Order Granting Peremptory Challenge CCP170.6 TEK: Comment: Order Granting Plaintiff's Peremptory Challenge pursuant to CCP 170.6 against Hon. Thomas E. Kuhnle - signed/TEK

Order: Proposed

Proposed Order: Comment: Proposed Order Granting Plaintiff's Motion and Peremptory Challenge Pursuant to Cal. Civ. Code 170.6

Declaration

Declaration: Comment: Declaration of David W. Hall in Support of Plaintiff's Motion and Peremptory Challenge

Affidavit: Peremptory Challenge CCP 170.6

Affidavit Peremptory Challenge CCP 170.6: Comment: CCP 170.6 Peremptory Challenge Pursuant against Hon. Thomas E. Kuhnle

Notice

2018-08-15 VEECO Notice of Appearance.pdf: Comment: Notice of Appearance

Order: Deeming Case Complex

Order Deeming Case Complex and Staying Discovery and Responsive Pleading Deadline: Comment: Order Deeming Case Complex and Staying Discovery and Responsive Pleading Deadline signed/TEK

Civil Lawsuit Notice

Civil Lawsuit Notice: Comment: 1st CMC set for 11/16/18 at 10am in D5; assigned to Hon. Thomas E. Kuhnle

Notice: Related Cases

Notice Related Cases:

Summons: Issued/Filed

Summons Issued Filed:

Civil Case Cover Sheet

Civil Case Cover Sheet: Comment: COMPLEX

Complaint (Unlimited) (Fee Applies)

Complaint (Unlimited) (Fee Applies): Complaint (Unlimited) (Fee Applies): Comment: Complaint for Violations of the Securities Act of 1933

Complaint (Unlimited) (Fee Applies)

Complaint (Unlimited) (Fee Applies): Complaint (Unlimited) (Fee Applies): Comment: Complaint for Violations of the Securities Act of 1933

5 More Documents Available

 

Docket Entries

  • 11/16/2018
  • Motion: Consolidate - Judicial Officer: Walsh, Brian C; Hearing Time: 9:00 AM; Result: Heard: Granted; Comment: Motion by Plaintiffs Matt Wolther (18CV329690) and Construction Workers Pension Trust Fund-Lake County and Vicinity (18CV332644) to Consolidate Related Cases and Appoint Co-Lead Counsel

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  • 11/16/2018
  • Conference: Case Management - Judicial Officer: Walsh, Brian C; Hearing Time: 10:00 AM; Result: Held; Comment: (1st CMC) Proposed Class Action * Securities Litigation. Related Case: Matt Wolther v. Shubham Maheshwari, et al., Superior Court of California, County of Santa Clara, Case No. 18CV329690; assigned to D5/TEK; complaint filed 6/8/18; pending. Discovery and responsive pleading deadline stayed, as of 8/8/18, when the case was deemed complex. Plaintiff's CCP 170.6 against TEK filed 8/17/18 and granted 8/28/18; matter reassigned to BCW. Atty Guillaume Buell admitted Pro Hac Vice on behalf of Plaintiff on 9/24/18.

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  • 11/16/2018
  • Minute Order

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  • 11/16/2018
  • Minute Order

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  • 11/01/2018
  • View Court Documents
  • Substitution: Attorney - Substitution Attorney: Comment: OLD: Derek F. Foran; Robert L. Webb NEW: Matthew W. Close

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  • 09/26/2018
  • Proof of Service: Summons DLR (Civil) - Comment: on Thomas St. Dennis

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  • 09/26/2018
  • Proof of Service: Summons DLR (Civil) - Comment: on Peter J. Simone

    Read MoreRead Less
  • 09/26/2018
  • Proof of Service: Summons DLR (Civil) - Comment: on Keith D. Jackson

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  • 09/26/2018
  • Proof of Service: Summons DLR (Civil) - Comment: on Gordon Hunter

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  • 09/26/2018
  • Proof of Service: Summons DLR (Civil) - Comment: on Richard A. D'Amore

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9 More Docket Entries
  • 08/28/2018
  • View Court Documents
  • Order - Order Granting Peremptory Challenge CCP170.6 TEK: Comment: Order Granting Plaintiff's Peremptory Challenge pursuant to CCP 170.6 against Hon. Thomas E. Kuhnle - signed/TEK

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  • 08/17/2018
  • View Court Documents
  • Declaration - Declaration: Comment: Declaration of David W. Hall in Support of Plaintiff's Motion and Peremptory Challenge

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  • 08/17/2018
  • View Court Documents
  • Affidavit: Peremptory Challenge CCP 170.6 - Affidavit Peremptory Challenge CCP 170.6: Comment: CCP 170.6 Peremptory Challenge Pursuant against Hon. Thomas E. Kuhnle

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  • 08/15/2018
  • View Court Documents
  • Notice - 2018-08-15 VEECO Notice of Appearance.pdf: Comment: Notice of Appearance

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  • 08/08/2018
  • View Court Documents
  • Order: Deeming Case Complex - Order Deeming Case Complex and Staying Discovery and Responsive Pleading Deadline: Comment: Order Deeming Case Complex and Staying Discovery and Responsive Pleading Deadline signed/TEK

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  • 08/03/2018
  • View Court Documents
  • Notice: Related Cases - Notice Related Cases: Comment: Related Case: Matt Wolther v. Shubham Maheshwari, et al., Superior Court of California, County of Santa Clara, Case No. 18CV329690; assigned to D5/TEK; complaint filed 6/8/18; pending.

    Read MoreRead Less
  • 08/03/2018
  • View Court Documents
  • Civil Lawsuit Notice - Civil Lawsuit Notice: Comment: 1st CMC set for 11/16/18 at 10am in D5; assigned to Hon. Thomas E. Kuhnle

    Read MoreRead Less
  • 08/02/2018
  • View Court Documents
  • Summons: Issued/Filed - Summons Issued Filed:

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  • 08/02/2018
  • View Court Documents
  • Civil Case Cover Sheet - Civil Case Cover Sheet: Comment: COMPLEX

    Read MoreRead Less
  • 08/02/2018
  • View Court Documents
  • Complaint (Unlimited) (Fee Applies) - Complaint (Unlimited) (Fee Applies): Complaint (Unlimited) (Fee Applies): Comment: Complaint for Violations of the Securities Act of 1933

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Complaint Information

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DAVID W. HALL (274921) dhall@hedinhall.com

HEDIN HALL LLP

Four Embatcadero Center, Suite 1400 San Francisco, CA 94104 Telephone: (415) 766-3534

Facsimile: (415) 402-0058

Attorneys for Plamntff [Additional counsel on signature page]

SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF SANTA CLARA

Case No. 18CV332463

CLASS ACTION IRON WORKERS DISTRICT COUNCIL OF

NEW ENGLAND PENSION FUND, Individually and on Behalf of All Others Simularly Situated,

o COMPLAINT FOR VIOLATIONS OF THE Plainuff, SECURITIES ACT OF 1933 1S,

VEECO INSTRUMENTS, INC, et al.,

Defendants.

) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) g DEMAND FOR JURY TRIAL )

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occurring increasing Chinese competition, worsening pricing, margins, and other financial metrics, escalating intellectual property disputes, severe risk of retaliation in its critical Chinese markets, nor the likely and consequent material adverse effects on the Company’s future results and prospects.

12. Third, defendants’ failure to disclose Veeco’s increasing Chinese competition, worsening pricing, margins, and other financial metrics, escalating intellectual property disputes, and severe risk of retaliation in its critical Chinese markets, rendered false and misleading the Registration Statement’s many references to known risks that “if° occurring “may” or “could’ affect the Company. These “risks” were already matertalizing at the time of the IPO.

13. With these misrepresentations and omissions in the Registration Statement, defendants were able to complete the Merger. But when the truth of defendants’ misrepresentations and omissions became known, the price of Veeco shares suffered sharp declines.

14. By the commencement of this action, Veeco shares traded below $15 per share, an over

50% decline from the approxtmately $32 price per share on the exchange date for the Merger. Investors

lost millions as a result.

JURISDICTION AND VENUE

15. This Court has original subject matter jurisdiction under the California Constitution, Article VI, Section 10. Removal 1s barred by Section 22 of the 1933 Act.

16. This Court has personal jurisdiction under California Code of Civil Procedure §410.10 because defendants and their agents affirmatively solicited the subject securities and Registration Statement to investors in California and those contacts with Californmia have a substantial connection to the claims alleged herein.

17. This Court 1s a proper venue under California Code of Civil Procedure §395.

PARTIES

18. Plaintiff Iron Workers District Council of New England Pension Fund acquired Veeco

common stock pursuant to the Registration Statement and was damaged thereby. o N R~ N b

19. Defendant Veeco designs and manufactures thin film equipment for a wide variety of electronic devices, including smartphones, hard disk drives, and semiconductors. Veeco 1s incorporated under the laws of Delaware and conducts substantial business through its wholly owned subsidiary, Uleratech, which i1s headquartered in San Jose, California. Veeco’s common stock trades on the NASDAQ Stock Exchange under the ticker symbol “VECO.”

20. Defendant John R. Peeler served, at the time of the Merger, as the Company’s Chairman and Chief Executive Officer (“CEO”). He reviewed, contributed to, and signed the Registration Statement.

21. Defendant Shubham Maheshwari served, at the time of the Merger, as the Company’s Executive Vice President and Chief Financial Officer (“CFO”). He reviewed, contributed to, and signed the Registration Statement.

22. Defendant John P. Kiernan served, at the time of the Merger, as the Company’s Senior Vice President and Corporate Controller. He reviewed, contributed to, and signed the Registration Statement.

23. Defendant Kathleen A. Bayless served, at the time of the Merger, as a Director on the Company’s Board. She reviewed, contributed to, and signed the Registration Statement.

24, Defendant Richard A. D’Amore served,Merger, as a Director on the Company’s Board. He reviewed, contributed to, and signed the Registration Statement.

25. Defendant Gordon Hunter served, at the time of the Merger, as a Director on the Company’s Board. He reviewed, contributed to, and signed the Registration Statement.

20. Defendant Keith D. Jackson served, at the time of the Merger, as a Director on the Company’s Board. He reviewed, contributed to, and signed the Registration Statement.

27. Defendant Peter ]. Simone served, at the time of the Merger, as a Director on the Company’s Board. He reviewed, contributed to, and signed the Registration Statement.

28, Defendant Thomas St. Dennis served, at the time of the Merger, as a Director on the Company’s Board. He reviewed, contributed to, and signed the Registration Statement.

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Statement, solicited the purchase securities issued pursuant thereto, planned and contributed to the Merger and Registration Statement, and attended promotions to meet with and present favorable information to Veeco and Ultratech investors, all motivated by their own and the Company’s financial

interests.

DEFENDANTS’ FALSE AND MISLEADING REGISTRATION STATEMENT AND PROSPECTUS

30. On March 13, 2017, defendants filed with the SEC on Form $-4 a draft Registration Statement which would register the Veeco shares to be issued and exchanged in the Merger following amendments in response to SEC comments, including comments from the SEC emphasizing the importance of adequately disclosing material trends and nisk factors, as required by Regulation S-K.

3. On April 21, 2017, defendants filed a final amendment to the Registration Statement. The SEC declared the Registration Statement effective on April 24, 2017. On April 24, 2017, defendants filed a prospectus on Form 424B3 for the Veeco shares ultimately issued and exchanged in the Merger, which prospectus forms part of the Registration Statement. On May 26, 2017, defendants completed the Merger, issuing approximately 7.9 million shares of Veeco common stock directly to former shareholders of Ultratech. Each of these new shares of Veeco common stock 1ssued pursuant to the Registration Statement. Veeco common stock traded on the NASDAQ on May 26, 2017 at approximately $32 per share.

32. Defendants conducted the Merger with the Registration Statement containing untrue statements of material fact and omitting material facts both required by governing regulations and necessary to make the statements made not misleading.

33. The Registration Statement contamned untrue statements of material fact and omitted material facts both required by governing regulations and necessary to make the statements made not misleading. For example, the Registration Statement touted that Veeco “generate[s] a significant portion of {its] revenue 1n China,” including “26% of [Veeco’s] total net sales [] to customers located in China.” The Registration Statement also touted that Veeco benefits from the regulatory environment in China, 1

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and encouraged certain [Veeco] customers in [China] to purchase more of our [products] than [they]

might have purchased without these subsidies.”

34. The Registration Statement also stated as to its purported Intellectual Property as

follows:

“may”’ or “could’ adversely affect the Company while failing to disclose that these very “risks” had

“The Company and its Subsidiaries own, license or otherwise have the right to usc all Intellectual Property used in the operation of their businesses as currently conducted, except as would not reasonably be expected to result in a material Lability for or restriction on the Company and its Subsidiaries, taken as a whole.”

“As of the date of this Agreement, there are no legal d:;.?utes or claims pending or, to the knowledge of the Company, threatened alleging infringement, misappropriation ot any other violation of any Intellectual Property of any Third Party by the Company or any of its Subsidiaries that would reasonably be expected to result in, a material hability for or restriction on the Company and 1ts Subsidiaries, taken as a whole.”

“To the knowledge of the Company, none of the Compa:}v or its Subsidiaries has infringed, misappropriated or otherwise violated any Intellectual Property of any Person, except for such infringements, misappropriations or violations that would not reasonably be expected to result in, a material liability for the Company and its Subsidiaries, taken as a whole.”

“To the knowledge of the Company, no Company Owned IP has been infringed, misappropriated or otherwise violated by any Third Party, except for such nfringements, misappropriations or violations that would not reasonably be expected to have, individually or in the aggrepate, a Company Material Advetse Effect.”

35. The Registration Statement also purported to warn of numerous risks that “if” occurring

already materialized at the time of the IPO. For example, the Registration Statement stated:

“Our customer base 1s also highly concentrated in terms of Eeography, and the majority of our sales are to customers located 1n a limited number of countries. In

2016, 26% of our total net sales were to customers located in China. Dependence upon sales emanating from a limited number of regions increases our risk of exposure to local difficulties and challenges . . . . Our reliance upon customer demand arising primarily from a imited number of countries could materially adversely impact our future results of operations.”

“Our success depends 1n part upon protection of our intellectual property rights. . . . Furthermore, policing unauthorized use of our products and technologies 1s difficult

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36. The foregoing representations, financial metrics, and purported risk disclosures were false and misleading because they failed to disclose that:

{(z) Veeco was already experiencing increased competition, loss of market share, price ptessure, and reduced margins in its critical Chinese markets;

(h) Veeco lacked visibility into Ultratech’s advanced packaging operations and results, which were already suffering significant delays and order push out;

(1) Veeco was already embroiled 1n escalating intellectual property disputes with one of 1ts largest Chinese competitors, Advanced Micro-Fabrication Equipment, Inc. (“AMEC”);

() AMEC was already infringing and exploiting Veeco’s intellectual property to undercut Veeco’s prices and gain market share in China;

Veeco was already anticipating a lawsuit to enforce its intellectual property against an AMEC supplier in the United States; and

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() Veeco’s dispute with AMEC, which is 25% owned by the Chinese government, exposed Veeco to the risk of severe retahation and imperiled Veeco’s access to critical Chinese markets.

37. Defendants were required to disclose this material information in the Registration Statement for at least three independent reasons. First, Item 303 required disclosure of any known events or uncertainties that had caused or were reasonably likely to cause Veeco’s disclosed financial information not to be indicative of future operating results. The undisclosed increasing Chinese competition, worsening pricing, margins, and other financial metrics, escalating intellectual property disputes, and severe risk of retaliation in its critical Chinese markets were likely to (and in fact did) materially and adversely affect Veeco’s future results and prospects.

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39. Third, defendants’ failure to disclose Veeco’s increasing Chinese competition, worsening pricing, margins, and other financial metrics, escalating intellectual property disputes, and severe risk of retaliation 1n 1ts critical Chinese markets, rendered false and muisleading the Registration Statement’s many references to known risks that “4f° occurring “may” or “could’ affect the Company. These “risks” were already materializing at the time of the IPO.

40. With the foregoing misrepresentations and omissions in the Registration Statement, defendants were able to complete the Merger. But when the truth of defendants’ misrepresentations and omissions became known, the price of Veeco shares suffered sharp declines.

41, For example, on August 3, 2017, in SEC filings and a conference call with analysts, defendants revealed disappointing 2Q17 earnings and guidance, which defendants attributed to “more competition in China” and a “slow down for [the Company’s] advanced packaging lithography products

..” As to the increased competition 1n China, Defendant Peeler admitted, znfer alia, that it had been going on “for a long time . . . . obviously, there is a competitive battle going on.” Defendant Peeler further admitted that “Yeah, . . . there is price pressure,” ie., that competition in China was forcing the Company to lower 1ts own pricing in order to defend market share. As to the slowdown 1n advanced packaging, Defendant Peeler admitted that the Company had “seen something of a pawuse,” with “customers that were previously going to take product in Q3 push out to Q4 . . . but the timung is a little unclear at this point.” Defendant Peeler further admitted that “the impact of [the] push out 15 about $15 mullion” As to the lack of clarity, Defendant Maheshwari further admitted that “on the advanced packaging side and Ultratech, we get much less visibility.”

42. On this news, the price of Veeco shares declined more than 20% to $21.85 on August

4, 2017. 43. On October 24, 2017, analysts with KeyBanc Capital Markets downgraded Veeco based

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revealed that Veeco’s competitors 1n certain Chinese markets, including AMEC, had taken more than 50% market share, up from low single digits in 2016.

44, On this news, the price of Veeco shares declined over 10% to approximately $17.60 by October 25, 2017.

45, On December 7, 2017, after the close, Veeco 1ssued a press release announcing that a Chinese court had ruled that certain Veeco products infringed AMEC patents, and thus requiring that Veeco “stop importing, making, selling and offering to sell” those products in China.

40. On this news, the price of Veeco shares declined another nearly 20% to approximately $11.90 on December 8, 2017.

47. By the commencement of this action, Veeco shares trade below $15 per share, an over 50% decline from the approximately $32 price per share on the exchange date for the Merger. All told,

investors lost millions as result.

CLASS ACTION ALLEGATIONS

48. Plaintiff brings this action as a class action on behalf of all persons who acquired Veeco common stock pursuant or traceable to the Registration Statement (the “Class”). Excluded from the Class are defendants and their families, the officers and directors and affiliates of defendants, at all relevant times, members of their immediate families and their legal representatives, heirs, successors or assigns and any entity in which defendants have or had a controlling interest.

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51. Plaintiff will fairly and adequately protect the interests of the members of the Class and has retained counsel competent and experienced in class and securities litigation.

52. Common questions of law and fact exist as to all members of the Class and predominate over any questions solely affecting individual members of the Class. Among the questions of law and fact common to the Class are:

(a) whether defendants violated the Securities Act;

(b) whether the Registration Statement were negligently prepared and contamned inaccurate statements of material fact and omitted material information required to be stated therein; and

(c) to what extent the members of the Class have sustamned damages and the proper measure of damages.

53. A class action is superior to all other avatlable methods for the fair and efficient adjudication of this controversy since joinder of all members is impracticable. Furthermore, as the damages suffered by individual Class members may be telatively small, the expense and burden of individual litigation make 1t impossible for members of the Class to individually redress the wrongs done to them. There will be no difficulty in the management of this action as a class action.

FIRST CAUSE OF ACTION

For Violation of {11 of the Secutrities Act Against All Defendants

54. Plamtiff incorporates all the foregoing by reference.

55. This Cause of Action is brought pursuant to §11 of the Securities Act, 15 U.S.C. §77k, on behalf of the Class, against all defendants.

56. The Registration Statement contained untrue statements of material facts, omitted to state other facts necessary to make the statements made not misleading, and omitted to state material facts required to be stated therein.

57. Defendants are strictly liable to plainuff and the Class for the misstatements and I

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58. None of the defendants named herein made a reasonable investigation or possessed reasonable grounds for the belief that the statements contained in the Registration Statement were true and without omissions of any material facts and were not misleading.

59, By reason of the conduct herein alleged, each defendant violated, or controlled a person who violated, {11 of the Securities Act.

60. Plaintiff acquired Veeco shares pursuant to the Registration Statement.

61. Plaintiff and the Class have sustained damages. The value of Veeco common stock has declined substantially subsequent to and due to defendants’ violations.

62. At the time of their acquisition of Veeco shares, plaintiff and other members of the Class were without knowledge of the facts concerning the wrongful conduct alleged herein and could not have reasonably discovered those facts prior to the disclosures herein. Less than one year has elapsed from the time that plamtiff discovered or reasonably could have discovered the facts upon which this Complaint i1s based to the time that plamntiff commenced this action. Less than three years has elapsed between the time that the securities upon which this Cause of Action is brought were offered to the public and the time plantiff commenced this action.

SECOND CAUSE OF ACTION

For Violation of §12(a)(2) of the Securities Act

Against All Defendants 63. Plamtiff incorporates all the foregoing by reference. 64. By means of the defective Prospectus, defendants promoted and sold Veeco shares to

plaintiff and other members of the Class.

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60. Plaintff did not know, nor in the exercise of reasonable diligence could have known, of the untruths and omissions contamned in the prospectus at the time plaintff acquired Veeco shares.

67. By reason of the conduct alleged herein, defendants violated §12(a)(2) of the Securities Act. As a direct and proximate result of such violations, plaintiff and the other members of the Class who purchased Veeco shares pursuant to the prospectus sustained substantal damages in connection with their purchases of the stock. Accordingly, plaintiff and the other members of the Class who hold the common stock issued pursuant to the Prospectus have the right to rescind and recover the consideration paid for their shares, and hereby tender their common stock to defendants sued herein. Class members who have sold their common stock seek damages to the extent permitted by law.

THIRD CAUSE OF ACTION

For Violation of {15 of the Securities Act Against All Defendants

68. Plaintiff incorporates all the foregoing by reference.

69. This Cause of Action 1s brought pursuant to §15 of the Securities Act against the defendants.

70. The Individual Defendants were controlling persons of Veeco by virtue of their positions as directors or senior officers of Veeco and Ultratech. The Individual Defendants each had a series of direct or indirect business or personal relationships with other directors or officers or major shareholders of Veeco and Ultratech. The Company controlled the Individual Defendants and all of Veeco’s employees.

71. Veeco and the Individual Defendants were each a culpable participant in the violations of §§11 and 12(a)(2) of the Securities Act alleged in the First and Second Causes of Action above, based on their having signed or authorized the signing of the Registration Statement and having otherwise participated i the process which allowed the Acquisition to be successfully completed.

PRAYER FOR RELIEF

WHEREFORE, plaintiff prays for relief and judgment, as follows: A. Under California Code of Civil Procedure §382, certifying this class action, appointingpage 16 can't be parsed