Frequently Asked Questions
Basic Information
- Why did I get the notice package?
- What is this lawsuit about?
- Why is this a class action?
- Why is there a settlement?
- How do I know if I am part of the Settlement?
- Are there exceptions to being included in the Settlement Class?
- What if I am still not sure if I am included?
- What does the Settlement provide?
- How much will my payment be?
- How can I receive a payment?
- When will I receive my payment?
- What am I giving up to receive a payment or stay in the Settlement Class?
- Do I have a lawyer in this case?
- How will the lawyers be paid?
- How do I exclude myself from the Settlement?
- If I do not exclude myself, can I sue Defendants and the other Released Defendant Parties for the same thing later?
- If I exclude myself, can I get money from the Settlement?
- When and where will the Court decide whether to approve the Settlement?
- What happens if I do nothing at all?
- Are there more details about the Settlement?
1. Why did I get the notice package?
The Court authorized that the Notice be sent to you because you or someone in your family may have purchased or acquired Vocera publicly traded securities between March 28, 2012 and May 2, 2013, inclusive, and were allegedly damaged thereby.
If this description applies to you or someone in your family, you have a right to know about the Settlement of this class action lawsuit, and about all of your options. The Notice explains the lawsuit, the Settlement, Settlement Class Members’ legal rights, what benefits are available, who is eligible for them, and how to get them.
The Notice explains the lawsuit, the Settlement, Settlement Class Members’ legal rights, what benefits are available, who is eligible for them, and how to get them.
The Court in charge of this Action is the United States District Court for the Northern District of California (the "Court"), and the case is known as In re Vocera Communications, Inc. Securities Litigation, Master File No. 3:13-cv-03567 EMC (N.D. Cal.). The Action is assigned to the Honorable Edward M. Chen, United States District Judge.
The institutions representing the Settlement Class as Lead Plaintiffs in the Action are Arkansas Teacher Retirement System ("ATRS") and Baltimore County Employees' Retirement System ("BCERS"). The defendants in the Action are Vocera, Robert J. Zollars, Brent D. Lang, and William R. Zerella.
2. What is this lawsuit about?
Vocera is a communications company that markets and sells mobile communications systems primarily to hospitals and healthcare centers. In its initial public offering in March 2012, which marks the beginning of the alleged Class Period, Vocera billed itself as a “growth” company with a potential untapped market worth over $6 billion dollars. On May 2, 2013, however, Vocera announced that results for the first quarter of 2013 (ended March 31, 2013), would be slightly lower than expected due to the effect of healthcare reforms (including the Affordable Care Act and the Budget Control Act (also known as budget sequestration)) and unrelated sales execution issues.
Thereafter, beginning in August 2013, two class actions were filed in the U.S. District Court for the Northern District of California on behalf of investors in Vocera. By order dated November 20, 2013, the Court consolidated the related securities actions (the “Action”), appointed ATRS and BCERS as Lead Plaintiffs, and appointed Labaton Sucharow LLP as Lead Counsel to represent the putative class.
On September 19, 2014, Lead Plaintiffs filed the Consolidated Amended Class Action Complaint (the “Complaint”) asserting violations of Section 11 of the Securities Exchange Act of 1933 (the “Securities Act”) by Vocera, the Individual Defendants, certain of Vocera’s directors, as well as J.P. Morgan Securities LLC, Piper Jaffray & Co., Robert W. Baird & Co., William Blair & Company, LLC, Wells Fargo Securities, LLC, and Leerink Partners LLC (the “Underwriters”); violations of Section 12(a)(2) of the Securities Act against Vocera, as well as the Underwriters; violations of Section 15 of the Securities Act against the Individual Defendants and certain of Vocera’s directors; violations of Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) against Vocera and the Individual Defendants; and violations of Section 20(a) of the Exchange Act against the Individual Defendants.
On November 3, 2014, Defendants filed motions seeking the dismissal of the Complaint, which Lead Plaintiffs opposed on November 26, 2014. On December 17, 2014, Defendants filed reply briefs in further support of their motions to dismiss. On February 11, 2015, following oral argument on Defendants’ motions, the Court issued an order granting the motions to dismiss claims brought under the Securities Act, but denying Defendants’ motion to dismiss the Exchange Act claims. Pursuant to this order, all claims against Vocera’s outside directors and the Underwriters were dismissed, and they were no longer defendants in the Action.
On April 27, 2015, Defendants filed and served answers to the Complaint.
Thereafter, the Parties engaged in discovery, including the service of document requests and subpoenas by Lead Plaintiffs. During the course of discovery, Lead Plaintiffs reviewed approximately 483,980 pages of documents produced by Defendants and confidential witnesses, including emails from the Individual Defendants, and reviewed approximately 31,500 documents produced in response to 35 third-party subpoenas.
On July 15, 2015, Lead Plaintiffs moved for class certification, which Defendants opposed on September 2, 2015. Lead Plaintiffs submitted their reply brief in further support of class certification on September 30, 2015. The motion was pending when the Parties agreed to settle the Action.
Pursuant to a Scheduling Order directing the Parties to participate in private mediation by December 31, 2015, Defendants and Lead Plaintiffs engaged the Honorable Layn R. Phillips (ret.) (“Judge Phillips”), a former United States District Judge with extensive experience in mediating complex securities class actions. On October 15, 2015, Lead Plaintiffs and Defendants met with Judge Phillips in an attempt to reach a settlement. Prior to the mediation session, the Parties exchanged mediation briefs. Following arm’s-length negotiations, the Parties reached a settlement, which was thereafter memorialized in the Stipulation.
3. Why is this a class action?
In a class action, one or more persons or entities (in this case, the Lead Plaintiffs), sue on behalf of people and entities that are alleged to have similar claims. Together, these people and entities are a class, and each is a class member. Bringing a case, such as this one, as a class action allows the adjudication of many similar claims of persons and entities that might be economically too small to bring as individual actions. One court resolves the issues for all class members at the same time, except for those who exclude themselves, or “opt-out,” from the class.
With the assistance of Judge Phillips acting as a mediator, the Parties agreed to a settlement. The Settlement will end all the claims against Defendants in the Action and will avoid the uncertainties and costs of further litigation and any future trial. Affected investors will be eligible to receive compensation with certainty and sooner than any recovery that might have been achieved after the time it would take to resolve future motions, conduct discovery, have a trial, and exhaust all appeals. Lead Plaintiffs and Lead Counsel think the Settlement is in the best interests of the Settlement Class.
5. How do I know if I am part of the Settlement?
The Court has decided, for the purposes of the Settlement, that everyone who fits the following description is a Settlement Class Member and subject to the Settlement, unless they are an excluded person (see Question 6 below) or take steps to exclude themselves (see Question 15 below):
All persons and entities that purchased or acquired the publicly traded securities of Vocera between March 28, 2012 and May 2, 2013, inclusive, and were allegedly damaged thereby.
If one of your mutual funds purchased Vocera securities during the Class Period, that alone does not make you a Settlement Class Member. You are a Settlement Class Member only if you individually purchased or acquired Vocera publicly traded securities during the Class Period. Check your investment records or contact your broker to see if you have any eligible purchases or sales during the Class Period.
6. Are there exceptions to being included in the Settlement Class?
Yes. There are some people who are excluded from the Settlement Class by definition. Excluded from the Settlement Class are: (i) the Defendants; (ii) members of the immediate families of the Individual Defendants; (iii) Vocera’s subsidiaries and affiliates; (iv) any person who is or was an officer or director of Vocera or any of Vocera’s subsidiaries or affiliates during the Class Period; (v) any entity in which any Defendant has a controlling interest; (vi) the Underwriters; and (vii) the legal representatives, heirs, successors and assigns of any such excluded person or entity. Notwithstanding the foregoing sentence, any Underwriter shall not be excluded solely to the extent it, or an agent, or affiliate thereof, held Vocera securities in a fiduciary capacity or otherwise on behalf of any third-party client, account, fund, trust, or employee benefit plan that otherwise falls within the definition of the Settlement Class. Also excluded from the Settlement Class is anyone who submitted a valid and timely request for exclusion from the Settlement Class, in accordance with the procedures set forth in Question 15 below.
7. What if I am still not sure if I am included?
If you are still not sure whether you are included in the Settlement, help is available to you for free. You can call the Claims Administrator toll-free at 1-800-231-1815, send an e-mail to the Claims Administrator at questions@vocerasecuritieslitigation.com, or write to the Claims Administrator at Vocera Communications, Inc. Securities Litigation, c/o GCG, P.O. Box 9349, Dublin, OH 43017-4249. Or you can fill out and return the Proof of Claim described in Question 10, to see if you qualify.
8. What does the Settlement provide?
In exchange for the Settlement and the release of the Released Claims against the Released Defendant Parties, Defendants have agreed to create a Nine Million Dollar ($9,000,000.00) cash fund, which will earn interest. After the deduction of Court-approved attorneys’ fees, expenses, Notice and Administration Expenses, and Taxes from the $9 million Settlement, the Net Settlement Fund will be distributed to all Settlement Class Members who submit a valid Proof of Claim and are found by the Court to be entitled to a distribution from the Net Settlement Fund (“Authorized Claimants”).
Certain of Vocera’s insurance carriers are funding the $9 million Settlement.
9. How much will my payment be?
If you are an Authorized Claimant entitled to a payment, your share of the Net Settlement Fund will depend on several things, including, how many Settlement Class Members timely send in valid Proofs of Claim; the total amount of Recognized Losses of other Settlement Class Members; how many shares of Vocera publicly traded securities you purchased; the prices and dates of those purchases; the prices and dates of any sales of the securities; and the type of securities you purchased or acquired.
You can calculate your Recognized Loss in accordance with the formulas shown in the Plan of Allocation. It is unlikely that you will receive a payment for all of your Recognized Loss. See the Plan of Allocation of Net Settlement Fund for more information on your Recognized Loss.
As discussed in the Notice, Lead Plaintiffs’ consulting expert has estimated that the average recovery from the Settlement per allegedly damaged share of Vocera common stock would be $0.64 per share, before deduction of any Court-approved fees and expenses, and approximately $0.44 per allegedly damaged share, after deduction of the attorneys’ fees and litigation expenses discussed below.
10. How can I receive a payment?
To qualify for a payment, you must have submitted a timely and valid Proof of Claim. A Proof of Claim is included with the Notice. If you did not receive a Proof of Claim, you can obtain one on this website or Lead Counsels website: www.labaton.com. You can also ask for a Proof of Claim by calling the Claims Administrator toll-free at 1-800-231-1815.
Please read the instructions carefully, fill out the Proof of Claim, sign it, and include all the documents the form requests. For instance, you must submit supporting documents for your transactions in Vocera securities, such as broker confirmation slips, broker account statements, an authorized statement from your broker reporting your transactions, or other similar documentation. You must have mailed or submitted the Proof of Claim to the Claims Administrator so that it was postmarked or received on or before July 18, 2016.
11. When will I receive my payment?
The Court held the Settlement Hearing on June 23, 2016 and granted final approval of the Settlement on July 29, 2016. There may be appeals which can take time to resolve, perhaps more than a year. It also takes a long time for all of the Proofs of Claim to be accurately reviewed and processed. Please be patient.
12. What am I giving up to receive a payment or stay in the Settlement Class?
Unless you have excluded yourself, you are staying in the Settlement Class, and that means that, upon the “Effective Date,” you will release all “Released Claims” (as defined below) against the “Released Defendant Parties” (as defined below).
“Released Claims” means any and all claims, causes of action, rights, duties, controversies, obligations, demands, actions, debts, sums of money, suits, contracts agreements, promises, damages, losses, judgments, liabilities, allegations and arguments of every nature and description, including both known claims and Unknown Claims (defined below), whether arising under federal, state, local, foreign or statutory law, common law, or administrative law, or any other law, rule or regulation, at law or in equity, whether class or individual in nature, whether fixed or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, whether matured or unmatured, that Lead Plaintiffs or any other Settlement Class Member: (i) asserted in the Action; or (ii) could have asserted in the Action, or any other action, or in any forum, that arise from, are based upon, or relate in any way to both (a) the purchase or acquisition of the publicly traded securities of Vocera Communications, Inc. by the Settlement Class Member during the Class Period and (b) the facts, matters, allegations, transactions, events, disclosures, representations, statements, conduct, acts, or omissions or failures to act that were alleged or that could have been alleged in the Action against the Released Defendant Parties. For the avoidance of doubt, Released Claims do not include (i) claims relating to the enforcement of the Settlement; and (ii) any governmental or regulatory agency’s claims in any criminal or civil action against any of the Released Defendant Parties.
“Released Defendant Parties” means Defendants, Defendants’ Counsel, the Underwriters, the Underwriters’ Counsel, and each of their respective past or present subsidiaries, parents, affiliates, principals, successors and predecessors, assigns, officers, directors, shareholders, underwriters, trustees, partners, agents, fiduciaries, contractors, employees, attorneys, auditors, insurers; the spouses, members of the immediate families, representatives, and heirs of the Individual Defendants, as well as any trust of which any Individual Defendant is the settlor or which is for the benefit of any of their immediate family members; any firm, trust, corporation, or entity in which any Defendant has a controlling interest; and any of the legal representatives, heirs, successors in interest or assigns of Defendants.
“Unknown Claims” means any and all Released Claims that Lead Plaintiffs or any other Settlement Class Member does not know or suspect to exist in his, her, or its favor at the time of the release of the Released Defendant Parties, and any and all Released Defendants’ Claims that any Defendant does not know or suspect to exist in his, her, or its favor at the time of the release of the Released Plaintiff Parties, which if known by him, her, or it might have affected his, her, or its decision(s) with respect to the Settlement, including the decision to object to the terms of the Settlement or to exclude himself, herself, or itself from the Settlement Class. With respect to any and all Released Claims and Released Defendants’ Claims, the Parties stipulate and agree that, upon the Effective Date, Lead Plaintiffs and Defendants shall expressly, and each other Settlement Class Member shall be deemed to have, and by operation of the Judgment or Alternative Judgment shall have, to the fullest extent permitted by law, expressly waived and relinquished any and all provisions, rights and benefits conferred by Section 1542 of the California Civil Code or any similar, comparable, or equivalent law of any state or territory of the United States, or principle of common law. Section 1542 reads as follows:
A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.
Lead Plaintiffs, other Settlement Class Members, or Defendants may hereafter discover facts, legal theories, or authorities in addition to or different from those which any of them now knows or believes to be true with respect to the subject matter of the Released Claims and the Released Defendants’ Claims, but Lead Plaintiffs and Defendants shall expressly, fully, finally, and forever settle and release, and each Settlement Class Member shall be deemed to have settled and released, and upon the Effective Date and by operation of the Judgment or Alternative Judgment shall have settled and released, fully, finally, and forever, any and all Released Claims and Released Defendants’ Claims as applicable, without regard to the subsequent discovery or existence of such different or additional facts, legal theories, or authorities. Lead Plaintiffs and Defendants acknowledge, and other Settlement Class Members by operation of law shall be deemed to have acknowledged, that the inclusion of “Unknown Claims” in the definition of Released Claims and Released Defendants’ Claims was separately bargained for and was a material element of the Settlement.
The “Effective Date” will occur when an Order entered by the Court approving the Settlement becomes final and not subject to appeal.
If you remain a member of the Settlement Class, all of the Court’s orders will apply to you and legally bind you.
13. Do I have a lawyer in this case?
The Court ordered the law firm of Labaton Sucharow LLP to represent all Settlement Class Members. These lawyers are called Lead Counsel. You will not be separately charged for these lawyers. The Court will determine the amount of Lead Counsel’s fees and expenses, which will be paid from the Settlement Fund. If you want to be represented by your own lawyer, you may hire one at your own expense.
14. How will the lawyers be paid?
In the Order Awarding Attorneys’ Fees, Payment of Litigation Expenses, and Payment of Lead Plaintiffs’ Expenses, the Court awarded Lead Counsel attorneys’ fees in the amount of $2,250,000, plus interest, and payment of litigation expenses in the amount of $382,010.86.
15. How do I exclude myself from the Settlement?
To exclude yourself from the Settlement Class, you must have mailed a signed letter that stated, amongst other things, that you “wish to be excluded from the Settlement Class in In re Vocera Communications Inc. Securities Litigation, No. 13-03567 (N.D. Cal.),” and it must have been received on or before June 2, 2016.
No. Unless you properly excluded yourself, you remain in the Settlement Class and you give up any rights to sue Defendants and the other Released Defendant Parties for any and all Released Claims. If you did not exclude yourself, you will not be entitled to receive any recovery in any other action against any of the Released Defendant Parties based on or arising out of the Released Claims. If you have a pending lawsuit, speak to your lawyer in that case immediately. You must have excluded yourself from this Settlement Class to continue your own lawsuit in an already pending separate action. Remember, the exclusion deadline was June 2, 2016.
17. If I exclude myself, can I get money from the Settlement?
No. If you exclude yourself, do not send in a Proof of Claim to ask for any money. But, you may exercise any right you may have to sue, continue to sue in an already pending separate action, or be part of a different lawsuit against Defendants and the other Released Defendant Parties.
18. When and where will the Court decide whether to approve the Settlement?
The Court held the Settlement Hearing on June 23, 2016 at 1:30 p.m. in Courtroom 5, 17th floor of the United States District Court for the Northern District of California, 450 Golden Gate Avenue, San Francisco, CA, 94102.
On July 29, 2016 , the Court granted final approval of the Settlement.
19. What happens if I do nothing at all?
If you do nothing and you are a member of the Settlement Class, you will receive no money from this Settlement and you will be precluded from starting a lawsuit, continuing with a lawsuit, or being part of any other lawsuit against Defendants and the other Released Defendant Parties concerning the Released Claims. To share in the Net Settlement Fund, you must submit a Proof of Claim (see Question 10). To start, continue, or be a part of any other lawsuit against Defendants and the other Released Defendant Parties concerning the Released Claims in this case, you must exclude yourself from the Settlement Class (see Question 15).
20. Are there more details about the Settlement?
The Notice summarizes the Settlement. More details are in the Stipulation and Agreement of Settlement (also known as the “Stipulation”). You may review the Stipulation or documents filed in the case at the Office of the Clerk of the United States District Court for the Northern District of California, 450 Golden Gate Avenue San Francisco, CA 94102, on weekdays (other than court holidays) between 9:00 a.m. and 4:00 p.m. Subscribers to PACER, a fee-based service, can also view the papers filed publicly in the Action through the Court’s on-line Case Management/Electronic Case Files System at https://www.pacer.gov.
You can also get a copy of the Stipulation by calling the Claims Administrator toll free at 800-231-1815; writing to the Claims Administrator at Vocera Communications, Inc. Securities Litigation, c/o GCG, P.O. Box 9349, Dublin, OH 43017-4249; e-mailing the Claims Administrator at questions@vocerasecuritieslitigation.com; from this website or the website of Lead Counsel at www.labaton.com, where you will find answers to common questions about the Settlement, can download copies of the Stipulation or Proof of Claim, and locate other information.