UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA BEVERLY GRABELL, Individually and On Behalf of All Others Similarly Situated, CIVIL ACTION NO . Plaintiff, vs. CLASS ACTION COMPLAINT PIXAR, STEVEN P. JOBS, EDWIN E. CATMULL AND SIMON T .. BAX, JURY TRIAL DEMANDED Defendants Plaintiff, Beverly Grabell, ("Plaintiff ') alleges the following based upon the investigation o f Plaintiff's counsel, which included, among other things, a review of the defendants' publi c documents, conference calls and announcements made by defendants, United States Securities an d Exchange Commission ("SEC") filings, wire and press releases published by and regarding by Pixar (the "Company"), securities analysts' reports and advisories about the Company, and informatio n readily obtainable on the Internet . NATURE OF THE ACTION AND OVERVIE W 1 . This is a federal class action on behalf of persons who purchased the securities o f Pixar between January 18, 2005 and June 30, 2005, inclusive (the "Class Period") seeking to pursu e remedies under the Securities Exchange Act of 1934 (the "Exchange Act") . 2 . Pixar engages in the creation, development, and production of animated films and related products worldwide. It produces various animated products, such as video products, toys , interactive games, and other merchandise . -1- 3 . The complaint alleges that defendants' Class Period representations regarding Barrie r were materially false and misleading when made for the following reasons: (1) that defendants, in an effort to demonstrate positive earnings and inflate the Company's sales figures, shipped millions of excess copies of The Incredibles home videos to the market ; (2) that defendants' were aware that the video shipments significantly exceeded the levels of consumer demand, and as a result wer e eventually forced to increase the reserve for video returns ; (3) that the Company lacked adequate internal controls; and (4) that as a consequence of the foregoing defendants' statements with respect to the forecasted sale of The Incredibles home video units lacked in any reasonable basis . 4. On June 30, 2005, Pixar announced an update to its fiscal second quarter 200 5 guidance. Pixar stated that following a review of the most current domestic and international home video sales data for The Incredibles, the Company updated its second quarter home video projections to increase its reserves for returns. On this news, shares of Pixar fell $6 .99 per share, or 13 .97 percent, on July 1, 2005, to close at $43.06 per share. On August 26, 2005, Pixar revealed that it wa s under an SEC investigation. JURISDICTION AND VENUE 5. The claims asserted herein arise under and pursuant to Sections 10(b) and 20(a) o f the Exchange Act, (15 U .S.C. §§ 78j(b) and 78t(a)), and Rule lOb-5 promulgated thereunder (1 7 C.F.R. §240. 10b-5). 6. This Court has jurisdiction over the subject matter of this action pursuant to §27 of the Exchange Act (15 U.S.C. §78aa) and 28 U .S.C. § 1331 . 7. Venue is proper in this Judicial District pursuant to §27 of the Exchange Act, 1 5 U.S .C. § 78aa and 28 U .S .C. § 1391(b) . Many of the acts and transactions alleged herein, including -2- the preparation and dissemination of materially false and misleading information, occurred i n substantial part in this Judicial District . Additionally, the Company maintains a principal executiv e office in this Judicial District . 8. In connection with the acts, conduct and other wrongs alleged in this complaint , defendants, directly or indirectly, used the means and instrumentalities of interstate commerce, including but not limited to, the United States mails, interstate telephone communications and the facilities of the national securities exchange . PARTIES 9. Plaintiff, Beverly Grabell, as set forth in the accompanying certification, incorporate d by reference herein, purchased Pixar securities at artificially inflated prices during the Class Period and has been damaged thereby. 10. Defendant Pixar is a California corporation with its principal executive offices located at 1200 Park Avenue, Emeryville, California 94608 . It . Defendant Steven P . Jobs ("Jobs") was, at all relevant times, the Company' s Chairman and Chief Executive Officer. 12. Defendant Edwin E . Catmull ("Catmull") was, at all relevant times, the Company' s President. 13 . Defendant Simon T. Bax (`Bax") was, at all relevant times, the Company's Chie f Financial Officer and Executive Vice President . 14. Defendants Jobs, Catmull, and Bax are collectively referred to hereinafter as the "Individual Defendants." The Individual Defendants, because of their positions with the Company , possessed the power and authority to control the contents of Pixar's quarterly reports, press releases -3- and presentations to securities analysts, money and portfolio managers and institutional investors , i.e., the market . Each defendant was provided with copies of the Company's reports and press releases alleged herein to be misleading prior to or shortly after their issuance and had the ability and opportunity to prevent their issuance or cause them to be corrected . Because of their positions and access to material non-public information available to them but not to the public, each of these defendants knew that the adverse facts specified herein had not been disclosed to and were bein g concealed from the public and that the positive representations which were being made were the n materially false and misleading. The Individual Defendants are liable for the false statement s pleaded herein, as those statements were each "group-published" information, the result of th e collective actions of the Individual Defendants . SUBSTANTIVE ALLEGATIONS Background 15 . Pixar engages in the creation, development, and production of animated films an d related products worldwide. It produces various animated products, such as video products, toys , interactive games, and other merchandise . The Company has a co-production agreement with The Walt Disney Company for the development and production of animated feature length theatrical motion pictures to be marketed and distributed by Disney. As of January 1, 2005, it created and produced six full-length computer-animated feature films . Pixar was incorporated in 1985 and is headquartered in Emeryville, Californi a Materially False And Misleading Statements Issued During The Class Period 16. On January 18, 2005, Pixar issued a press release entitled "Smash Box-Office Succes s Comes Home March 15! ." Therein, the Company, in relevant part, stated : -4- The world's greatest superhero family is coming to DVD! Box-office smash hit, THE INCREDIBLES, a Walt Disney Pictures presentation of a Pixar Animation Studios film, becomes even more incredible, arriving in a special two-disc Collector's Edition DVD March 15, 2005 from Buena Vista Home Entertainment and Pixar Animation Studios (Nasdaq : PIXR). This hilarious, action-packed and heart-warming cinema sensation from the Oscar-winning creators of Finding Nemo*, THE INCREDIBLES took moviegoers by storm . Now the Collector's Edition DVD takes viewers even further into the thrilling superhero world with an exclusive, all-new, never-before-seen animated short "Jack-Jack Attack," which uncovers Jack-Jack's previously unknown super powers and reveals what happened while Jack-Jack was alone for one truly outrageous night of babysitting. A continuing hit with audiences of all ages in theatres, the exciting DVD release is loaded with explosive extras including a never-before-seen alternate opening, plus more deleted scenes, behind-the-scenes features on the film and its creators at Pixar Animation Studios, hilarious Incredi-blunders, bonus programs on the art and technology of the film, Pixar's charming short film "Boundin," which premiered with the movie in theatres, top-secret files on all the film's superheroes, hysterical character interviews, feature filmmaker commentary with Pixar director Brad Bird and his fellow filmmakers, and much more. This heroic tale of laughs, adventure and heartfelt emotion delivers the most 'incredible' computer animated DVD experience ever and is available on DVD for $29.99 (S.R.P.) and on VHS for $29 .99 (S .R.P.). 17. On February 10, 2005, Pixar issued a press release entitled "Pixar Reports Record Results for 2004." Therein, the Company, in relevant part, stated : Pixar Animation Studios (Nasdaq : PIXR) today announced financial results for its fourth quarter and fiscal year ended January 1, 2005 . For the year, Pixar earned $141 .7 million, or $2 .38 per fully diluted share, on revenues of $273 .5 million. This compares to earnings of $124.8 million, or $2 .17 per fully diluted share, on revenues of $262.5 million for the year ended January 3, 2004. For the quarter, Pixar earned $55 .2 million, or $0.91 per fully diluted share, on revenues of $108 .9 million. This compares to earnings of $83.9 million, or $1 .44 per fully diluted share on revenues of $164.8 million, achieved in the fourth quarter of 2003 . -5- "The stellar box office performance of The Incredibles, combined with the continuing success of Finding Nemo on home video, has resulted in our most profitable year to date," said Pixar CEO Steve Jobs. "Looking ahead, The Incredibles' DVD will be the one to own when it hits shelves on March 15 ." 18. Additionally, on February 10, 2005, defendants held an investor conference call t o discuss the Pixar's financial results . During the all, defendants represented : I would now like to address the events that are to reflected in our results for the first quarter of 2005, as well as introduce our initial thoughts on the full year. We anticipate our earnings for the first quarter to be driven by the continuing success of The Incredibles, particularly its home video release which is slated for March 15th, 2005 in the U .S . This is the first time since A Bug's Life in April of 1999 that we have released one of our films on home video outside the holiday period.