Settlement subject to court approval; InfoSonics admits no wrongdoing
InfoSonics Corporation (NASDAQ:IFON), today announced that the Company
reached a settlement in both the securities class action lawsuit
entitled In Re: InfoSonics Corporation Securities Litigation,
Lead Case No. 06 CV 1231, and the derivative lawsuit entitled In Re:
InfoSonics Corporation Derivative Litigation, Lead Case No. 06 CV
1336; both cases pending in the United States District Court for the
Southern District of California.
The parties in these cases entered into Memorandums of Understanding
(which will be followed by Stipulations of Settlement) regarding the
settlement terms. These settlements, which are subject to among other
things preliminary and final Court approval after appropriate notice,
would resolve all the claims in both lawsuits. The Company settled these
lawsuits to avoid the expense and continued disruption to the business
of protracted litigation and the Company and its current and former
officers and directors deny any liability or responsibility for the
claims made and make no admission of any wrongdoing.
As part of the settlements, and in exchange for dismissals of the
lawsuits and releases, in the securities class action the Company has
agreed to authorize payment of $3.8 million (said sum to be inclusive of
plaintiffs’ attorneys’
fees, in an amount to be determined by the Court) and in the derivative
action the Company has agreed to make certain corporate governance
changes and to authorize payment of up to $350,000 for plaintiffs’
attorneys’ fees. It is anticipated that these
settlement payments will be funded entirely by the Company’s
insurer.
The securities class action lawsuit relates to the Company’s
restatement of first quarter 2006 financial statements and claims
relating to the Company’s distribution of a
former manufacturer’s cellular phone in the
U.S. The derivative lawsuit relates to the Company’s
restatement of its first quarter 2006 financial statements and a grant
of stock options in December 2005.
About InfoSonics Corporation
InfoSonics is one of the premier providers and distributors of wireless
handsets and accessories serving Latin America. For the wireless
telecommunications industry, InfoSonics provides flexible and cost
effective solutions, including product assembly, purchasing, marketing,
selling, warehousing, order assembly, programming, packing, shipping,
and delivery. InfoSonics supports manufacturers in moving their products
to agents, resellers, distributors, independent dealers, retailers and
wireless network operators in Latin America. For additional information,
please visit www.infosonics.com.
Cautionary Statement for the Purpose of the Safe Harbor Provisions
of the Private Securities Litigation Reform Act of 1995
Except for the historical information contained herein, this press
release contains forward-looking statements. Such statements
reflect management’s current forecast of
certain aspects of our future. You can identify most
forward-looking statements by forward-looking words such as “believe,”
“think,” “may,”
“could,” “will,”
“estimate,” “anticipate,”
“intend,” “seek,”
“plan,” “expect,”
“should,” “would”
and similar expressions in this release. Such statements are
based on currently available information and are subject to various
risks, uncertainties and assumptions that could cause actual results to
differ materially from those anticipated or implied in our
forward-looking statements. Such risks, uncertainties and
assumptions include, among other things: the satisfaction of various
conditions to the memorandums of understanding/ settlements, our ability
to successfully agree on a stipulation of settlement and finalize
the settlement of the lawsuits, court approval of and
dissemination of proper notice of court hearings regarding the
settlement, stockholders objections to the approval of the settlements,
stockholders opting out of the settlements, the court’s
willingness to approve the settlements, an appeal of the settlements,
our insurance carrier’s payment of settlement
amounts in accordance with applicable agreements, future revenues, sales
levels, operating income and margins, wireless handset sales,
stock-based compensation expense, gain (loss) in value of derivatives,
cost synergies, operating efficiencies, profitability, market share and
rates of return.
InfoSonics has instituted in the past and continues to institute
changes to its strategies, operations and processes to address these
risk factors and to mitigate their impact on InfoSonics’
results of operations and financial condition. However, no assurances
can be given that InfoSonics will be successful in these efforts. For a
further discussion of significant factors to consider in connection with
forward-looking statements concerning InfoSonics, reference is made to
Item 1A Risk Factors of InfoSonics’ Annual
Report on Form 10-K for the year ended December 31, 2007, and Quarterly
Reports on Form 10-Q for the period ended March 31, 2008; other risks or
uncertainties may be detailed from time to time in InfoSonics’
future SEC filings. InfoSonics does not intend to update any
forward-looking statements.
InfoSonics Corporation
Jeffrey A. Klausner
Chief Financial
Officer
858-373-1600
ir@infosonics.com
or
MKR
Group, Inc.
Mary Magnani
415-829-7879
ifon@mkr-group.com