UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF FLORID A CASE NO. 03-CV-20459-MARTINEZ/DUB E AMY LIU and ANTOINE KASPRZAK, on behalf of themselves and all others similarly situated, Plaintiffs, vs. CREDIT SUISSE FIRST BOSTON CORPORATION, CREDIT SUISSE FIRST BOSTON, INCORPORATED, CREDIT SUISSE FIRST BOSTON-USA, CREDIT SUISSE FIRST BOSTON, CREDIT SUISSE GROUP, AIRSPAN NETWORKS, INC ., BSQUARE CORP., BLUE COAT SYSTEMS, INC . (FORMERLY "CACHEFLOW, INC ."), COMMERCE ONE, AMENDED COMPLAINT- INC., CORILLIAN CORP., CENTILLIUM CLASS ACTIO N COMMUNICATIONS, INC ., E MACHINES, JURY TRIAL DEMANDE D INC., EFFICIENT NETWORKS, INC ., EPIPHANY, INC ., HANDSPRING, INC ., INTERNAP NETWORK SERVICES CORP., LANTE CORP. (SBI AND COMPANY, real party in interest), LIGHTSPAN PARTNERSHIP, INC., MCDATA CORPORATION, NEW FOCUS, INC ., SIMPLEX SOLUTIONS, INC . (CADENCE DESIGN SYSTEMS, INC ., real party in interest), SUPPORTSOFT, INC . (formerly "SUPPORT.COM"), TANNING TECHNOLOGY CORP ., TUMBLEWEED COMMUNICATIONS CORP . , Defendants . Come now the plaintiffs and hereby offer this amended complaint which is substituted fo r and replaces the original complaint . All defendants in the original complaint which are not i n this amended complaint are hereby dismissed without prejudice . Plaintiffs makes the following allegations, except as to allegations specifically pertaining to Plaintiffs and their counsel, based upon the investigation undertaken by Plaintiffs' counsel, which included without limitation : (a) reviews of documents from the Credit Suisse First Bosto n Corporation and its Technology Group relating to the solicitation, execution, pricing, sales, an d tracking of securities offerings for the corporate issuers named herein ; (b) reviews of computer files from Credit Suisse First Boston Corporation and its Technology Group relating to th e solicitation, execution, pricing, sales, and tracking of securities offerings for the corporate issuer s named herein ; (c) reviews of documents and computer files from the Credit Suisse First Boston Corporation and its Technology Group relating to the interaction within the Technology Group between its investment bankers and its research analysts for the corporate issuers named herein ; (d) reviews of documents from the Credit Suisse First Boston Corporation and its Technolog y Group relating to the investment partnerships between the employees of the Technology Group and the Credit Suisse Group, Credit Suisse First Boston (the Swiss Bank), Merchant Capital, Inc., and the Credit Suisse First Boston Corporation; (e) reviews of research reports published b y Credit Suisse First Boston Corporation relating to the corporate issuers named herein ; (f) reviews of the prospectuses of each corporate issuer named herein ; and (g) an analysis of publicly- available news articles and reports, stock price history data, public filings, press releases and other matters of public records, and believe that substantial evidentiary support will exist for th e allegations set forth herein after a reasonable opportunity for discovery . NATURE OF ACTION This is a class action on behalf of all purchasers of the common stock of the followin g issuer companies during the Class Periods described herein : Airspan Networks, Inc. ; Bsquare Corp . ; CacheFlow, Inc . ; Commerce One, Inc . ; Corillian Corp . ; Centillium Communications, Inc .; 2 e Machines, Inc . ; Efficient Networks, Inc. ; E .piphany, Inc. ; Handspring Inc.; InterNAP Network Services Corp. ; Lante Corp . ; Lightspan Partnership, Inc . ; McData Corp .; New Focus, Inc .; Simplex Solutions , Inc. ; Support.com, Inc. ; Tanning Technology Corp.; Tumbleweed Communications Corp . ; (collectively hereinafter, the "Issuers") who suffered damages as a resul t of purchasing such stocks. SUMMARY OF CLAIMS 1 . This is an action for damages arising out of Defendants' concerted scheme t o defraud the market . Defendants conspired prior to each Issuer's IPO to manipulate the price o f numerous stocks in their post-IPO after-markets by disseminating fraudulent selling statement s instructing Investors to purchase Issuer's stock because Issuer was going to experience strong and/or increasing revenue growth in their future quarterly revenues . In conjunction with these statements. Defendants simultaneously issued fraudulently understated analyst's revenue projections that bot h CSFBC and its co-conspirator, the Issuer, believed would be exceeded by the Issuer's actual revenues. These statements regarding strong and/or increasing revenue growth were made by th e Defendants in order to condition the public market to expect "upside surprises" in the Issuer's futur e financial performance . In some blatant instances, the Pre-IPO statements indicated that the revenu e estimates were purposely under-estimated or conservative, but failed to disclose by how much . Further, in order to create upward price momentum in Issuer's stock and/or to condition the publi c market to perceive Issuer's stock as valuable and desiring of a premium valuation, Defendant s conspired to manipulate the price of numerous stocks by fraudulently understating each Issuer' s offering IPO price, and making limited disclosure to select members of the investing public . 3 2 . Thereafter, Defendants conspired to artificially inflate the Issuer's post-IPO stoc k price by issuing research reports about Issuer that continued to fraudulently understate the revenu e projections that both CSFBC and its co-conspirator, the Issuer, knew would be exceeded by th e Issuer's actual revenues . Simultaneously, Defendants made statements within these same researc h reports designed to condition the public market to expect "upside surprises" (over the Defendants ' estimates) in the actual revenues to be reported by the Issuer. These statements included references to the strong and/or increasing revenue growth of Issuer, as well as statements that the revenu e estimates might be under-estimated, or overly conservative, or likely to be beaten, or susceptible t o an "upside surprise," or some other similar statement suggesting that the revenue estimates were to o low. This was misleading because the Defendants knew in fact that the estimates were too lo w because they had been discounted for the very purpose of creating an "upside surprise " artifice. The purpose of these fraudulent statements was to influence the stock price to rise higher than it would have risen otherwise . When, in accordance with Defendants' scheme, Issuer did issue revenu e results that exceeded the publicly disseminated estimates, Defendants drew much attention to that a s a significant event within their analysts' Reports, in support of the analysts' buy recommendations . Further still, Defendants would, on occasion, fraudulently raise their remaining revenue estimates for Issuer to additionally condition the public market to expect "upside surprises" in the Issuer' s future financial performance. 3 . The Class was damaged when the scheme by design ended , or when Defend ants' false reports were revised to approximate actual revenues (thereby eliminating the expectation o f upside surprise), or when it became publicly known that upside revenue surprises were not going to continue. The fraudulent conditioning of the market by the Defendants, as described above, to expect continuing upside revenue surprises had artificially inflated the stock prices . This 4 manipulation of the market was unknown to public investors who were damaged in excess o f $1,000,000,000, when the scheme collapsed . JURISDICTION AND VENU E 4. This Court has jurisdiction over the subject matter of this action pursuant to 28 U.S.C. § 1331 and 1337, Section 27 of the Securities Exchange Act of 1934 (the "Exchange Act") (15 U.S.C . § 78aa), Section 22(a) of the Securities Act of 1933 (the "Securities Act") (15 U .S.C. § 77v), and 28 U.S .C . § 1367(a). 5 . This action arises under Sections 10(b) of the Exch ange Act (15 U.S.C. § 78j(b) and 78(a)) and SEC Rule lOb-5 promulgated thereunder (17 C.F.R. § 240.1Ob-5), Section 20(a) of the Exchange Act, Sections 12(a)(2) and 15 of the Securities Act (15 U.S .C . § § 771 (a)(2) and 77o). 6. Venue is proper in this district pursuant to Section 27 of the Exchange Act and Section 22 of the Securities Act and pursuant to the co-conspiracy venue doctrine . At all times herein mentioned, Defendant Credit Suisse First Boston Corporation maintained an office in and transacted business in this district at 1111 Brickell Avenue, in Miami, Florida . Various acts important to Defendants' scheme were committed in this district, including, but not limited to th e publication and/or dissemination of Defendants' false statements. 7. In connection with the acts alleged in this complaint, Defendants, directly or indirectly, used the means and instrumentalities of interstate commerce, including, but not limite d to, the mails, interstate telephone communications, and the facilities of the national securitie s markets in connection with the purchase and sale of securities. 5 PARTIES Plaintiffs 8 . Plaintiff Amy Liu, personally and as successor in interest to the estate of he r deceased husband, Peter Lin, purchased Commerce One securities in the open market during th e Commerce One Subclass Period . 9. Plaintiff Antoine Kasprzak personally purchased 1,000 shares of Airspan Networks , Inc. securities in the open market during the Airspan Networks, Inc. Subclass Period. 10 . Plaintiff Robert Tenney, who has filed a Motion seeking appointment as Lead Plaintiff, purchased over