i UNITED STATES DISTRICT COURT 71-616----ucrco--;-n SCUTHERN DISTRICT OF NEW Y • '1 EB 2 01041 - / (\: IN RE PRO NET LINK )------'z.'re-_,r.- ---- ON NO. 03-CV-2298 Cab , SECURITIES LITIGATION ) II ) PLAINTIFFS' SECOND CONSOLI4 TED AMENDED CLASS ACTION COMPLAINT VIANALE & VIANALE LLP GAINEY and MeICENNA Kenneth J. Vianale (KY 4607) Thomas J. McKenna (TJM 7109) Julie Prag Vianale (JP 4718) 485 Fifth Avenue, 3 Floor 5355 To Center Road, Suite 801 New York, New York Bcca Raton, Florida 33486 Tel: (212) 983-1300 Tel: (561) 391-4900 Fax: (212) 983-0383 Fax: (561) 368-9274 Lead Counsel for Lead Plaintiffs and the Class Lead Plaintiffs, having received written consent from counsel for all defendants, as required by Rule 15(a), Fed.R.Civ.P., hereby file their Second Consolidated Amended Class Action Complaint. Lead Plaintiffs make the following allegations, except as to allegations specifically pertaining to them, based upon the investigation undertaken by plaintiffs' counsel, which investigation included analysis of publicly-available news articles and reports, public filings, press releases, statements issued by defendants on-line, via internet message boards and other internet media, review of the record in the related bankruptcy proceedings in this District, interviews with former employees of ProNetLink Corp. ("ProNetLink" or the "Company"), and consultation with a forensic accountant. INTRODUCTION 1. This is a class action on behalf of all purchasers of the common stock of ProNetLink between August 26, 1998 and July 1, 2001, inclusive, (the "Class Period"), seeking to pursue remedies under the Securities Exchange Act of 1934 (the "Exchange Act"). As particularized below, the individual defendants, principals of ProNetLink, engaged in a scheme to artificially inflate the price of the Company's shares so that they could reap substantial benefits. The individual defendants issued false and misleading statements to the public regarding, among other things, the Company's present and future financial prospects and the individual defendants' own plans regarding the sale of Company shares. 2. For example, during the Class Period, the individual defendants told the public that the Company was signing up thousands of subscribers for its website through which global trade transactions were to be effected. The individual defendants hid the fact, however, that the vast bulk -2- of these subscribers were non-paying; it was only later in the class period, in January 2000, that the Company disclosed that there were only 40 paid subscribers for the ProNetLink website. 3. In addition, the individual defendants told the public repeatedly that they were abiding by a so-called lock-up agreement, under which the Company's President and CEO, defendant Jean Pierre Collardeau ("Collardeau"), agreed not to sell his ProNetLink stock. Nevertheless, Collardeau executed other sales in the names of nominees, in an intentional effort to hide his sales of ProNetLink stock from the investing public. As a result, CoIlardcau, and persons associated with him, made millions of dollars on the sale of ProNetLink stock. On November 6, a federal grand jury in Newark, New Jersey, indicted Collardeau and others for securities fraud, wire fraud and money laundering in connection with the sale of Pro Net Link stock. The indictment charges, among other things, that Collardeau and others conspired to use nominee accounts to hide the true ownership of the Pro Net Link stock they were secretly trading. (A copy of the indictment in U.S. v. Pierre Collardeau, et al., No. Cr. 03-800 (D. N.J.) (unsealed on 11/24/03) is annexed hereto as Ex. A and is incorporated by reference herein ("Collardeau Indictment")), Collardeau is believed to be in custody on these charges. The Company made no disclosure in any of its SEC filings that Collardeau and others were the true owners (and sellers) of millions of shares of Pro Net Link stock. 4. Moreover, Collardeau personally sold approximately $ 4,568,760 in ProNetLink Stock on April 17, 2000 at prices of $3 and $5 per share; these sales were suspicious in timing and in amount, as discussed below. A separate count is alleged for Collardeau' s liability for this insider trading under Section 20A of the Securities Exchange Act of 1934. 5. Defendant Glenn Zagoren ("Zagoren"), the Company's Co-Chairman of the Board and Executive Vice President, with Collardeau's agreement, was given ProNetLink's television -3- production division to keep as his own personal asset without paying any consideration to the Company. Zagoren either knew or was reckless in not knowing, of the fraudulent scheme alleged herein. 6. In 2001, the Company continued to assure the public that it had sufficient operating capital to run the Company for the next 12 months. The individual defendants told the public that the Company still had access to a $5 million line of credit and other capital resources at its disposal. These statements were blatantly false, as shown by the testimony of the Company's Chief Operating Officer, David Walker, taken in connection with the Company's bankruptcy proceeding in this District. 7. Nevertheless, the Company's outside auditor, Feldman Sherb & Co., P.C. and its successors named as defendants herein (collectively referred to herein as "Feldman Sherb"), together with non-defendant Philip Weiner (a partner of Feldman S herb), issued an unqualified audit opinion, dated September 28, 2000 on ProNetLink's financial statements that was contained in the Company's annual report on SEC Form 10-K for fiscal year ending June 30, 2000. Feldman Sherb also authorized the Company's use of this unqualified audit opinion in a Registration Statement the Company filed with the SEC on May 4, 2001, Feldman Sherb, however, knew or recklessly disregarded numerous red flags showing that the Company had inadequate resources to sustain operations for 12 months, and accordingly should have at least given ProNetLink a "going concern" opinion, rather than an unqualified opinion on its financial statements. For example, according to the Collardeau Indictment, on March 16, 2000, defendant Collardeau sent instructions to American Stock Transfer to reissue 1,500,000 shares of Pro Net Link stock previously issued in the name of one individual (Eric Niger) and reissued in the name of another (Muriel Proc has s on). Feldman Sherb -4- ignored this red flag which should have alerted them to the defendants securities fraud scheme. Although securities fraud was rife at Pro Net Link -- as the Coll ardeau Indictment readily shows -- Feldman Sherb either knew of the fraud or recklessly ignored it. 8. In a complete surprise to investors, the Company filed for bankruptcy protection on July 1, 2001, which the Company announced publicly on July 2, 2001, the close of the Class Period. The Company's shares immediately became worthless and investors have sustained millions of dollars in damages. JURISDICTION AND VENUE 9. This Court has jurisdiction over the subject matter of this action pursuant to 28 U. S. C . §§1331, 1337 and 1367 and Section 27 of the Exchange Act (15 U.S.C. § 78aa). 10. This action arises under Sections 10(b), 20(a) and 20A of the Exchange Act (15 U.S.C. § § 78j(b) and 78t(a)) and Rule 10b-5 promulgated thereunder (17 C.F.R. § 240.10b-5). 1 I . Venue is proper in this District pursuant to Section 27 of the Exchange Act (15 U. S.C. § 78aa) and 28 U.S.C. § 1391(b) and (c). Substantial acts in furtherance of the alleged fraud and/or its effects have occurred within this District and ProNetLink maintained its principal executive offices in this District. 12. In connection with the acts and omissions alleged in this complaint, defendants, directly or indirectly, used the means and instrumentalities of interstate commerce, including, but not limited to, the mails, interstate telephone communications, and the facilities of the national securities markets. -5- PARTIES 13. Lead Plaintiffs Doreen A. Labit, Scot Campbell, Craig Zychal, Daniel P. Provost and Dennis Bell were appointed by the Court on September 2, 2003. The Lead Plaintiffs purchased ProNetLink common stock during the Class Period, as set forth in the accompanying certifications which are incorporated herein by reference, and were damaged thereby. 14. ProNetLink was formed in 1997 and stated in its public filings that its business focused on facilitating the conduct of international trade through various tools and services accessible through its internet website. Its primary assets were (1) www.ProNetLink.com ("the ProNetLink website"), a web site marketed to the public as a resource for facilitating international business transactions among small and medium sized companies, and (2) PNL-TV, a facility for producing programming to be aired on-line via the ProNetLink and PNL-TV web sites. ProNetLink was headquartered at 645 Fifth Avenue, New York, New York. ProNetLink stock traded exclusively on the "over-the-counter" market. ProNetLink is not named as a defendant because it filed for bankruptcy protection in July 2001. ProNetLink was a penny stock within the meaning of the Exchange Act and accordingly any forward-looking statements made by the Company or the individual defendants are statutorily exempt from the "safe harbor" protection of Section 21E of the Exchange Act. 15. The Individual Defendants, at all times relevant to this action, served in the capacities listed below and received substantial compensation: -6- Name Position Glenn Zagoren Director since 5/98; Chairman of the Board (418/99 to 817100); Co-Chairman of the Board and Executive VP (8/8/00 to 9/27/00); Chairman and/or Member of the Board (9/12/00 to 7/2/01). Jean Pierre Collardeau President and Chief Executive Officer; Director and founder of the Company. Collardeau is a French national and currently maintains a residence in France.