UNITED STATES DISTRICT COURT EASTERN DISTRICT OF PENNSYLVANIA DOUGLAS R. GLASS, On Behalf of Himself ) Civil Action No. and All Others Similarly Situated, ) ) COMPLAINT FOR VIOLATION OF THE Plaintiff, ) FEDERAL SECURITIES LAWS ) vs. ) ) ATI TECHNOLOGIES INC., KWOK YUEN ) HO, DAVID E. ORTON and PATRICK G. ) CROWLEY, ) ) Defendants. ) ) DEMAND FOR JURY TRIAL SUMMARY AND OVERVIEW 1. This is a securities fraud class action on behalf of all purchasers of the publicly traded securities of ATI Technologies Inc. (“ATI” or the “Company”) between October 7, 2004 and June 23, 2005 (the “Class Period”), against ATI and certain of its officers and directors for violations of the Securities Exchange Act of 1934 (the “1934 Act”). 2. Founded in 1985, ATI is the world’s second largest computer graphics chip maker and a world leader in the supply of graphics, video and multimedia products for desktop, workstation and notebook PCs, digital televisions, cell phones and game consoles. ATI is comprised of two core business units: its PC Business (delivering technology that provides graphics performance for both desktop and workstation customers) and its Consumer Business (supplying the Imageon line of processors for cell phones, Xilleon processors for the digital television market and graphics processors for the Nintendo GameCube). ATI competes with larger Nvidia Corp. in the stand-alone and integrated graphics chip market and with Intel Corp. in the integrated chips market. 3. The Company has more than 2,500 employees, with headquarters in Markham, Ontario, and offices in the Americas, Europe and Asia. ATI has research and development facilities in California, Florida, Massachusetts, Ontario and Pennsylvania and manufactures its products in Canada and Taiwan. During its fiscal year 2004 (ended August 31, 2004) ATI reported revenues of $2.0 billion, over 44% more than in fiscal 2003, and net income of six times its fiscal 2003 net income. The Company is a member of the Nasdaq 100 and its common shares trade on the Nasdaq under the ticker symbol ATYT and on the Toronto Stock Exchange under the ticker symbol ATY. 4. During the Class Period, defendants announced quarter after quarter of positive financial results, with each quarter promising to be better than the preceding. Following a sharp rise in the Company’s stock price following its positive October 7, 2004 guidance, on October 14, 2004 and November 9, 2004, respectively, the Company’s Chief Executive Officer (“CEO”) and its - 1 - Chairman each announced an intent to sell 40% of their ATI stock (and/or stock options) in open market transactions. Defendants’ positive announcements forced the Company’s stock price up over $20 per share in November and December 2004, whereby the Company’s Chairman and its CEO collectively sold or otherwise disposed of over $54 million worth of Company stock at inflated prices. 5. On June 6, 2005, ATI warned that its revenue for the third quarter 2005 (ended May 31, 2005) would fall well below its previously announced forecast blaming higher than previously forecast sales of lower revenue products. In response, the Company’s stock price plummeted 10% to $13.68. The Company disclosed that its third quarter 2005 revenue fell approximately 5% below the low end of the Company’s own forecast last provided in March 2005. The Company also said it expected to post a third quarter 2005 gross profit margin of approximately 29%, over 5% lower than its March 2005 forecast of 34%. ATI’s fourth quarter 2005 guidance was also slashed by 10%. 6. Thereafter, when the Company issued its actual third quarter 2005 financial results on June 23, 2005, further lowering its fourth quarter 2005 forecast, the Company’s stock price fell another 8% to its lowest point since July 2003 on extremely high volume – seven times its average daily trading volume. Investors learned that Nvidia, the Company’s key competitor, had been able to steal half of the Company’s business in the lucrative “high end” computer market by launching a key new product called SLI (scalable link interface) in the previous quarter. ATI reported a quarterly loss of $445,000 in the third quarter 2005 compared to its profit of $48.6 million in the third quarter 2004. Defendants further reduced fourth quarter 2005 revenue expectations by $20- $50 million with lower gross margin projections. 7. These were the second and third major misses for the Company during the Class Period. On December 21, 2004, the Company’s stock declined precipitously by 5.8% when - 2 - defendants disclosed that sales for ATI’s September through November 2004 period rose only 30%, with sales coming in at the low end of their previous forecasts but well below analyst expectations based on defendants’ positive statements concerning the Company’s operations and financial status. 8. During the Class Period, ATI’s Chairman, KwokYuen Ho (“Ho”), was embroiled in an insider trading case with the Ontario Securities Commission (“OSC”) enforcement branch alleging that Ho and his wife, Betty Ho, received $7 million in insider trading proceeds from stock sales made in April 2000, where they are accused of having traded on material non-public inside information. On April 11, 2005, the Company agreed to settle its own liability for complicity in the insider trading suit (participating in the cover-up) by paying $900,000 in fines and agreeing to much- needed corporate governance changes, including insider trading prohibitions. But this was too little too late. Despite his knowledge that insider trading violates the investor protection laws in the U.S. and in Canada, Ho had again sold or otherwise disposed of over $43 million worth of his Company stock at inflated prices between $18 and $20 per share during November and December 2004 while in possession of material non-public adverse information concerning the Company’s operational and financial status. The Company’s CEO, David E. Orton (“Orton”), who had only assumed this position from Ho in March 2004, sold another $10 million worth of his Company stock in November and December 2004 at inflated prices, also while in possession of non-public information. 9. Following the Company’s April 11, 2005 settlement and the settlements of the other five insiders involved in the OSC case, defendants continued to mislead the investment community concerning the Company’s operations to keep ATI’s stock price inflated to prevent further scrutiny into ATI’s insider stock trading practices while the trial on the charges against Ho and his wife, who did not settle the OSC’s charges, went forward. Immediately on the heels of Ho’s and his wife’s damning testimony ending June 4, 2005, where they lost much credibility by arguing: (i) Ho was not at a sales meeting in 2000 where the Company’s dismal performance was discussed just prior to their - 3 - stock sales; and (ii) that Mrs. Ho never discussed Company business with her husband and was unaware of negative business factors despite acknowledging she knew the blackout period had ended prior to selling stock, defendants finally began to disclose the Company’s true financial status on June 6, 2005. 10. The true facts, which were known by each of the defendants but concealed from the investing public during the Class Period, were as follows: (a) The Company was selling desktop and notebook products with lower and lower profit margins; (b) ATI’s gross margins were being weakened by high sales of its IGP (integrated graphics processor) products, which have profit margins well below the corporate average; (c) The Company was earning lower-than-anticipated yields on certain products due to operational issues in its own packaging and test areas of its manufacturing process; (d) The Company was experiencing production/design/yield issues with its R520 chip, the release of which was six months behind schedule; (e) The Company was losing market share to arch-rivals Nvidia Corp. and Intel Corp. causing downward pressure on ATI’s prices; (f) ATI lost market share to Nvidia in the enthusiast and mainstream markets following the launch of Nvidia’s SLI (scalable link interface) chipset in early 2005. The SLI chipset enables the use of two graphics cards instead of one in a desktop computer, allowing desktop users to upgrade graphics at cheaper prices, a product ATI will not have on the market until early August 2005; (g) ATI lost market share to Intel in the notebook computer market, traditionally an area of strength for ATI, because as would later be revealed, Intel’s Alviso chipset offers “more than-adequate” graphics performance for many notebook computer users; and - 4 - (h) Despite defendants’ previous statements to the contrary, a fire at one of the Company’s primary suppliers in Taiwan was preventing the Company from receiving necessary supplies. 11. As a result of defendants’ false and misleading Class Period statements and omissions, ATI’s stock traded at inflated levels, increasing to as high as $20.66 per share on December 3, 2004, allowing the Company’s top officers and directors to sell or otherwise dispose of more than $54 million worth of their own shares during November and December 2004 at inflated prices of between $18 and $20 per share. However, after the true status of the Company’s business performance and financial status were unveiled in June 2005, the Company’s shares plummeted, erasing over $2.2 billion in market capitalization. JURISDICTION AND VENUE 12. The claims alleged herein arise under §§10(b) and 20(a) of the 1934 Act, 15 U.S.C. §§78j(b) and 78t(a), and Rule 10b-5, 17 C.F.R. §240.10b-5, promulgated thereunder. 13. This Court has jurisdiction over the subject matter of this action pursuant to §27 of the 1934 Act, 15 U.S.C.