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In Re: Mellanox Technologies, Ltd., Securities Litigation 13-CV-04909

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In Re: Mellanox Technologies, Ltd., Securities Litigation 13-CV-04909 Case 3:13-cv-04909-JD Document 101 Filed 05/19/14 Page 1 of 89 1 POMERANTZ LLP POMERANTZ LLP 2 Marc I. Gross Patrick V. Dahlstrom Jeremy A. Lieberman (admitted pro hac vice) Ten South LaSalle Street 3 Emma Gilmore (admitted pro hac vice) Suite 3505 600 Third Avenue Chicago, Illinois 60603 4 20th Floor Tel.: (312) 377-1181 New York, New York 10016 Fax: (312) 377-1184 5 Tel.: (212) 661-1100 Fax: (212) 661-8665 6 COHEN MILSTEIN SELLERS 7 & TOLL PLLC Steven J. Toll 8 Daniel S. Sommers (admitted pro hac vice) S. Douglas Bunch (admitted pro hac vice) 9 Genevieve O. Fontan 1100 New York Avenue, N.W. 10 West Tower, Suite 500 Washington, DC 20005-3964 11 Tel.: (202) 408-4600 Fax: (202) 408-4699 12 Co-Lead Counsel for Lead Plaintiffs 13 14 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA 15 16 IN RE MELLANOX TECHNOLOGIES, LTD. CASE NO. 13-CV-04909 (JD) SECURITIES LITIGATION 17 SECOND AMENDED COMPLAINT FOR VIOLATION 18 OF THE FEDERAL SECURITIES LAWS 19 DEMAND FOR JURY TRIAL 20 21 22 23 24 25 26 27 28 SECOND AMENDED COMPLAINT FOR VIOLATION OF THE FEDERAL SECURITIES LAWS 13-cv-04909 (JD) Case 3:13-cv-04909-JD Document 101 Filed 05/19/14 Page 2 of 89 1 Lead Plaintiffs Eisenberg O. Management & Consulting Ltd. (“Eisenberg”) and Harel 2 Provident Funds and Education Funds Ltd., Harel Atidit Provident Funds Ltd., Harel Pension 3 Fund Management Company Ltd., Israeli Shares Partnership, Dikla Insurance Company Ltd., 4 Clal Insurance Ltd., Clal Pension and Provident Fund Ltd., Atudot Pension Fund for Employees 5 and Independents Ltd., Menora Mivtachim Pension Ltd., Menora Mivtachim Insurance Ltd., 6 Menora Mivtachim, and Histadrut Hamehandesim Management Provident Funds Ltd. 7 8 (collectively, the “Mellanox Institutional Investor Group”) (altogether “Lead Plaintiffs” or 9 “Plaintiffs”), on behalf of a class of all purchasers of Mellanox common stock made on the 10 NASDAQ (the “NASDAQ Investor Class”) and Lead Plaintiff Mellanox Institutional Investor 11 Group on behalf of all purchasers of Mellanox common stock made on the Tel Aviv Stock 12 Exchange (“TASE”), by Plaintiffs’ undersigned attorneys, for Plaintiffs’ complaint against 13 Defendants, allege the following based upon personal knowledge as to Plaintiffs and Plaintiffs’ 14 own acts, and upon information and belief as to all other matters based on the investigation 15 16 conducted by and through Plaintiffs’ attorneys, which included, among other things, a review of 17 Securities and Exchange Commission (“SEC”) filings by Mellanox Technologies, Ltd. 18 (“Mellanox” or the “Company”), as well as media reports about the Company, conference call 19 transcripts, and interviews with witnesses. Plaintiffs believe that substantial additional evidentiary 20 support will exist for the allegations set forth herein after a reasonable opportunity for discovery. 21 22 NATURE AND SUMMARY OF THE ACTION 23 1. This is a securities class action on behalf of all purchasers of the common stock of 24 Mellanox between July 19, 2012 and January 2, 2013, inclusive (the “Class Period”), seeking to 25 pursue remedies under §§10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange 26 Act”). Defendants include Mellanox; its co-founder, former Chairman of the Board and current 27 Chief Executive Officer (“CEO”), Eyal Waldman (“Waldman”); its former Chief Executive 28 SECOND AMENDED COMPLAINT FOR VIOLATION OF THE FEDERAL SECURITIES LAWS 1 13-cv-04909 (JD) Case 3:13-cv-04909-JD Document 101 Filed 05/19/14 Page 3 of 89 1 Officer (“CFO”), Michael Gray (“Gray); and its former Vice President of Finance and current 2 CFO, Jacob Shulman (“Shulman”). 3 2. Defendant Mellanox is organized under the laws of Israel in 1999 and its Israeli 4 headquarters are located in Yokneam, Israel. Mellanox’s U.S. headquarters are located in 5 Sunnyvale, California. During the Class Period, Mellanox’s common shares were listed and 6 traded on both NASDAQ and TASE. However, on May 30, 2013, Mellanox announced that it 7 8 was voluntarily delisting itself from TASE and it is now traded exclusively on NASDAQ. As a 9 fabless semiconductor Company, Mellanox produces and supplies interconnect products for 10 computing, storage, and communication applications in the computing, Web 2.0, storage, 11 financial services, database, and Cloud markets. It offers semiconductor interconnect products 12 that facilitate data transmission between servers, storage systems, communications infrastructure 13 equipment, and other embedded systems. Though it also offers Ethernet interconnect products, 14 the Company’s meteoric rise in growth at the start of the Class Period came from sales of its 15 16 flagship InfiniBand 56 Gb/sec product, over which Mellanox enjoyed a virtual monopoly. 17 Mellanox’s premium InfiniBand chips are used in high-performance computer (“HPC”) clusters. 18 InfiniBand is a hardware interconnection tool that allows stacks of databases, servers, and 19 computers to “talk” to one another. 20 3. While most commercial servers are satisfied with 1Gb/sec or 10Gb/sec Ethernet 21 22 interconnection, a small niche of specialized HPC clusters prefer the higher speed and low latency 23 of InfiniBand, and are willing to pay a premium for the product. The Company sells its products 24 through a direct sales force, a network of domestic and international sales representatives, and 25 independent distributors in the United States, China, Israel, Europe, and other parts of North 26 America and Asia. However, as disclosed in the Company’s 2011 Annual Report to Shareholders 27 on Form 10-K, a very “small number of customers account for a significant portion of [the 28 SECOND AMENDED COMPLAINT FOR VIOLATION OF THE FEDERAL SECURITIES LAWS 2 13-cv-04909 (JD) Case 3:13-cv-04909-JD Document 101 Filed 05/19/14 Page 4 of 89 1 Company’s] revenues.” In fact, the Company had less than 269 customers in fiscal 2011, with 2 Hewlett-Packard Company (“HP”) “historically be[ing] [Mellanox’s] number one customer, 3 followed by IBM, Dell.” (See Transcript of UBS Global Technology Conference, dated 4 November 14, 2012). Sales to HP accounted for 19% of Mellanox’s 2011 revenues and sales to 5 IBM accounted for another 17% of those revenues. By the end of the Company’s 1Q 2012 6 (ended March 31, 2012), Mellanox’s customer concentration had grown substantially, with 42% 7 8 of its revenues coming from just those two customers (HP at 18% and IBM at 24%). By the 2Q 9 2012, HP accounted for 30% of Mellanox’s revenues, with IBM at 19%, making these two 10 customers critical to Mellanox’s success. As such, and since any inventory build-up or 11 corresponding weakness in demand on the part of these two customers could severely jeopardize 12 the Company’s revenue growth, Mellanox kept a very close relationship with these two customers 13 and its top management was monitoring them continuously. 14 4. Moreover, both before and throughout the Class Period, Mellanox relied heavily 15 16 upon a long-standing partnership with its much larger networking competitor Intel Corporation 17 (“Intel”), one in which Intel has been both a significant development partner and customer of 18 Mellanox. Before forming Mellanox, Defendant Waldman had worked at Intel and, together with 19 three ex-Intel employees, Rony Ashury (Vice President (“VP”) of Engineering at Mellanox), 20 Michael Kagen (VP of Technology at Mellanox), and Shai Cohen (VP of Operations at 21 22 Mellanox), formed Mellanox and maintained since then a close relationship with Intel. 23 Demonstrating the significant role Intel played in Mellanox’ success, when Mellanox announced 24 it had won a contract to supply Intel with Mellanox’s ConnectX-3 FDR 56Gb/sec InfiniBand 25 product, the Company’s stock price soared 10% in intraday trading to a then-all-time high of 26 $68.26 on June 8, 2012. Intel’s launch of its Romley CPU platform in the 1Q 2012, requiring a 27 faster connection between servers, significantly increased demand for Mellanox’s InfiniBand 28 SECOND AMENDED COMPLAINT FOR VIOLATION OF THE FEDERAL SECURITIES LAWS 3 13-cv-04909 (JD) Case 3:13-cv-04909-JD Document 101 Filed 05/19/14 Page 5 of 89 1 interconnect products in the period preceding the start of the Class Period, thereby contributing to 2 the Company’s explosive revenue growth. 3 5. But the sales bump induced by the Intel Romley CPU rollout in the 1Q 2012 4 would be short-lived. In particular, Intel’s Romley CPU core, which was released in 1Q 2012, 5 included Mellanox’s InfiniBand product offerings among its preferred interconnection tools. 6 Therefore, each time an HPC cluster upgraded to the Intel Romley core, that customer likely 7 8 would purchase the Mellanox InfiniBand interconnectors as well. Accordingly, these Romley 9 upgrade sales of its very expensive niche product would be of short duration, due to their being 10 related to recent product upgrades and to their being marketable only to the highest-end of the 11 supercomputing market. Indeed, as the upgrade cycle for Intel’s Romley CPU played out, 12 Mellanox’s InfiniBand revenue growth was certain to plateau in late 2012 and sharply reverse in 13 2013. 14 6. Because Mellanox’s lead product (31% of 1Q 2012 and 54% of 2Q 2012 revenues) 15 16 had been tailored specifically to the Romley CPU system, its sales would run in tandem with 17 Intel’s Romley CPU shipments. Without the Romley upgrade shipments, there was actually no 18 growth in sales of Mellanox’s core products in 1Q and 2Q 2012. 19 7. Despite this ominous horizon, Mellanox repeatedly touted continued growth in the 20 HPC sector and inflated guidance for 4Q and year end 2012.
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