Julie Horn v. Hot Topic Inc et al, No. 2:2013cv02939 - Document 103 (C.D. Cal. 2015)
Court Description: FINAL JUDGMENT AND ORDER OF DISMISSAL WITH PREJUDICE UPON APPROVAL OF STIPULATION AND SETTLEMENT (SEE DOCUMENT FOR SPECIFICS AND INSTRUCTIONS THEREIN) by Judge S. James Otero (lc)
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Julie Horn v. Hot Topic Inc et al Doc. 103 1 ROBBINS GELLER RUDMAN & DOWD LLP RANDALL J. BARON (150796) 2 A. RICK ATWOOD, JR. (156529) 3 DAVID T. WISSBROECKER (243867) EDWARD M. GERGOSIAN (105679) 4 DANIELLE S. MYERS (259916) 655 West Broadway, Suite 1900 5 San Diego, CA 92101-8498 Telephone: 619/231-1058 6 619/231-7423 (fax) randyb@rgrdlaw.com 7 ricka@rgrdlaw.com dwissbroecker@rgrdlaw.com 8 egergosian@rgrdlaw.com dmyers@rgrdlaw.com 9 Lead Counsel for Plaintiffs 10 11 UNITED STATES DISTRICT COURT 12 CENTRAL DISTRICT OF CALIFORNIA 13 WESTERN DIVISION 14 In re HOT TOPIC, INC. SECURITIES ) Lead Case No. 2:13-cv-02939) SJO(JCx) 15 LITIGATION ) ) CLASS ACTION 16 ) This Document Relates To: ) FINAL JUDGMENT AND ORDER OF 17 ) DISMISSAL WITH PREJUDICE ALL ACTIONS. ) 18 19 20 21 22 23 24 25 26 27 28 1083700_1 Dockets.Justia.com 1 This matter came before the Court for hearing pursuant to the Order of this 2 Court, dated June 30, 2015, on the application of the parties for approval of the 3 Settlement set forth in the Stipulation of Settlement dated April 30, 2015 (the 4 “Stipulation”). Due and adequate notice having been given to the Class as required in 5 the Order, the Court having considered all papers filed and proceedings held herein 6 and otherwise being fully informed in the premises and good cause appearing 7 therefore, IT IS HEREBY ORDERED, ADJUDGED AND DECREED that: 8 1. This Judgment incorporates by reference the definitions in the 9 Stipulation, and all terms used herein shall have the same meanings as set forth in the 10 Stipulation, unless otherwise stated herein. 11 2. This Court has jurisdiction over the subject matter of the Litigation and 12 over all parties to the Litigation, including all Class Members. 13 3. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, the Court 14 previously certified a Class defined as all holders of Hot Topic, Inc. (“Hot Topic”) 15 common stock on the record date, May 3, 2013, who were allegedly harmed by 16 defendants’ violations of §14(a) and §20(a) of the Securities Exchange Act of 1934 in 17 connection with the Merger of Hot Topic and Sycamore Partners as alleged in the 18 litigation (the “Class”). Excluded from the Class are defendants, the officers and 19 directors of the Company at all relevant times, members of their immediate families 20 and their legal representatives, heirs, successors or assigns and any entity in which 21 defendants have or had a controlling interest, and any Person who timely and validly 22 seeks exclusion from the Class. 23 4. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, this Court 24 hereby approves the Settlement set forth in the Stipulation and finds that said 25 Settlement is, in all respects, fair, just, reasonable and adequate to the Class. 26 5. Except as to any individual claim of those Persons who have validly and 27 timely requested exclusion from the Class (identified in Exhibit 1 hereto), the 28 Litigation and all claims contained therein, as well as all of the Released Claims, are -11083700_1 1 dismissed with prejudice as to the Lead Plaintiff and the other Class Members, and as 2 against each and all of the Released Persons. The Settling Parties are to bear their 3 own costs, except as otherwise provided in the Stipulation. 4 6. The Court finds that the Settlement is fair, just, reasonable and adequate 5 as to each of the Class Members, and that the Settlement is hereby finally approved in 6 all respects, and the Settling Parties are hereby directed to perform its terms. 7 7. Upon the Effective Date, the Lead Plaintiff and each of the Class 8 Members shall be deemed to have, and by operation of this Judgment shall have, fully, 9 finally and forever released, relinquished, dismissed and discharged all Released 10 Claims (including Unknown Claims) against the Released Persons with prejudice on 11 the merits, whether or not the Lead Plaintiff or such Class Member executes and 12 delivers the Proof of Claim and Release, and whether or not the Lead Plaintiff or any 13 of the Class Members ever seeks or obtains any distribution from the Settlement Fund. 14 Claims to enforce the Settlement are not released. 15 8. Upon the Effective Date, each of the Released Persons shall be deemed to 16 have, and by operation of this Judgment shall have, fully, finally, and forever released, 17 relinquished and discharged the Lead Plaintiff, each and all of the Class Members, and 18 their attorneys (including, without limitation, Lead Counsel), employees, heirs, 19 successors, and assigns from all claims (including, without limitation, Unknown 20 Claims) arising out of, relating to, or in connection with, the institution, prosecution, 21 assertion, settlement or, resolution of the Litigation and/or the Consolidated State 22 Action. Claims to enforce the Settlement are not released. 23 9. Upon the Effective Date, Lead Plaintiff and all Class Members and 24 anyone claiming through or on behalf of any of them, are forever barred and enjoined 25 from commencing, instituting, or continuing to prosecute any action or proceeding in 26 any court of law or equity, arbitration tribunal, administrative forum, or other forum of 27 any kind, asserting any of the Released Claims against any of the Released Parties, 28 and each of them. -21083700_1 1 10. The distribution of the Notice and publication of the Summary Notice as 2 provided for in the Preliminary Approval Order constituted the best notice practicable 3 under the circumstances, including individual notice to Class Members who could be 4 identified through reasonable effort. Said notice provided the best notice practicable 5 under the circumstances of those proceedings and of the matters set forth therein, 6 including the proposed Settlement set forth in the Stipulation, to all Persons entitled to 7 such notice, and said notice fully satisfied the requirements of Federal Rule of Civil 8 Procedure 23, due process, and any other applicable law, including the Private 9 Securities Litigation Reform Act of 1995. 10 11. Any order entered regarding any attorneys’ fee and expense application 11 shall in no way disturb or affect this Judgment and shall be considered separate from 12 this Judgment. 13 12. Neither the Stipulation nor the Settlement contained therein, nor any act 14 performed or document executed pursuant to or in furtherance of the Stipulation or the 15 Settlement: (a) is or may be deemed to be or may be used as an admission of, or 16 evidence of, the validity of any Released Claim, or of any wrongdoing or liability of 17 the Defendants, their Related Parties or any Released Person; or (b) is or may be 18 deemed to be or may be used as an admission of, or evidence of, any fault or omission 19 of any of the Defendants, their Related Parties or any Released Person in any civil, 20 criminal, or administrative proceeding in any court, administrative agency, or other 21 tribunal. Defendants, their Related Parties or any Released Person may file the 22 Stipulation and/or the Judgment in any other action that may be brought against them 23 in order to support a defense or counterclaim based on principles of res judicata, 24 collateral estoppel, release, good faith settlement, judgment bar or reduction, or any 25 other theory of claim preclusion or issue preclusion or similar defense or 26 counterclaim. 27 13. Without affecting the finality of this Judgment in any way, this Court 28 hereby retains continuing jurisdiction over: (a) implementation of the Settlement and -31083700_1 1 any award or distribution of the Settlement Fund, including interest earned thereon; 2 (b) disposition of the Settlement Fund; (c) hearing and determining applications for 3 attorneys’ fees and expenses in the Litigation; and (d) all parties hereto for the purpose 4 of construing, enforcing and administering the Settlement. 5 14. The Court finds that during the course of the Litigation, the Settling 6 Parties and their respective counsel at all times complied with the requirements of 7 Federal Rule of Civil Procedure 11. 8 15. In the event that the Settlement does not become effective in accordance 9 with the terms of the Stipulation, or the Effective Date does not occur, or the 10 conditions set forth in ¶7.7 of the Stipulation occur, then this Judgment shall be 11 rendered null and void to the extent provided by and in accordance with the 12 Stipulation and shall be vacated and, in such event, all orders entered and releases 13 delivered in connection herewith shall be null and void to the extent provided by and 14 in accordance with the Stipulation. 15 16. The Settling Parties shall bear their own costs and expenses, except as 16 otherwise provided in the Stipulation or in this Judgment. 17 IT IS SO ORDERED. 18 19 DATED: October 26, 2015 THE HONORABLE S. JAMES OTERO UNITED STATES DISTRICT JUDGE 20 21 22 23 24 25 26 27 28 -41083700_1
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