In Re: Silicon Image, Inc. Securities Litigation 05-CV-00456-Declaration Of Christopher Walton In

236 Pages·2006·9.39 MB·English

1 EMMETT C. STANTON (CSB NO . 83930)
(e-mail :
1 I, Christopher Walton, declare as follows :
2 1 . I am an attorney admitted to practice before this Court . I am an associate with the
3 law firm of Fenwick & West LLP, counsel of record for defendants Silicon Image, Inc . ("Silicon
4 Image"), Steve Tirado, and David Lee (collectively, "defendants") in this action . I have personal
5 knowledge of the matters set forth herein and, if called upon, could testify competently thereto
.
6 2 . Attached hereto as Exhibit A is a true and correct copy of a cross-reference table
7 comparing plaintiffs' Second Amended Complaint and Third Amended Complaint which was
8 prepared based on plaintiffs' filings that are currently before the Court .
9 3 . Attached hereto as Exhibit B is a true and correct copy of Silicon Image's June 24
,
10 2004 press release .
11 4 . Attached hereto as Exhibit C is a true and correct copy of Silicon Image's Form 8-
12 K filed with the Securities and Exchange Commission on or about April 28, 2005 .
•, 3
F a 3 13 5 . Attached hereto as Exhibit D is a true and correct copy of a spreadsheet
3¢ z
Y Z z 14 summarizing Dr . David Lee's Silicon Image share ownership and trading history relevant to the
U F
Z Q 15
class period, which was prepared based on the attached true and correct copies of relevant pages
16 from Silicon Image's Form 14-As (Proxy Statements) filed with the Securities and Exchange
17 Commission on or about April 15, 2002, April 11, 2003, April 19, 2004, and April 29, 2005, as
18 well as Dr . Lee's Form 4s (attached hereto as Exhibit F) filed with the Securities & Exchange
19 Commission as specified therein .
20 6. Attached hereto as Exhibit E is a true and correct copy of a spreadsheet
21 summarizing Dr . David Lee's trading history for the period indicated which was prepared base
d
22 on publicly available documents .
23 7 . Attached hereto as Exhibit F is a true and correct copy of Dr
. David Lee's relevan t
24 Form 4s filed with the Securities and Exchange Commission between June 25, 2003 an
d
25 December 31, 2005 .
26 8. Attached hereto as Exhibit G is a true and correct copy of a spreadsheet
27 summarizing Mr . Steve Tirado's trading history for the period indicated which was prepare
d
28 based on publicly available documents .
DECL . OF C . WALTON ISO DEFS' MOT . TO DISMISS
THIRD AMENDED CONSOLIDATED COMPLAINT MASTER FILE NO . C 05 -0 0456 MMC
1 9. Attached hereto as Exhibit H is a true and correct copy of Mr . Steve Tirado's
2 relevant Form 4s filed with the Securities and Exchange Commission between June 25, 2003 and
3 December 31, 2005 .
4 I declare under penalty of perjury under the laws of the United States of America that the
5 foregoing is true and correct .
6 Executed this 1st day of September, 2006 in Mountain View, California .
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/s/
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Christopher Walto n
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19570/00417/LIT/ 1 254577 .3
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DECL. OF C . WALTON ISO DEFS ' MOT. TO DISMISS
THIRD AMENDED CONSOLIDATED COMPLAINT MASTER FILE NO. C 05-00456 MMC
EXHIBIT A
In re SIMG - Cross Reference Tabl e
Third Amended Complaint (TAC) vs. Second Am ended Complaint (SA)*_ _
TAC SAC
First paragraph p .1 : Added reference to P18 and added p . 1
"interviews" on L18 .
¶ 2 Added new language at 2 :1 . % 2
¶ 3-- Deleted sentence re SOX certificati on . 1 3
¶ 4 - Added new language at 2 :18-19 . 1 4
¶ 6 - Added new language at 3 :7 ; changed "improper" to 1 6
"false and mislea ding" at 3 :14 .
¶ 8 - Added new language at 4 :6 . 1 8
¶ 10 - Added new language at 4 :16 . %1 0
¶ 11 - Added new language and changed numbers ¶ 1 1
summarizing trading activities of Tirado and Lee .
¶ 29 - Changed reference to Tirado's sales from 750,000 ¶ 29
to 752,000 .
¶¶ 30-33 - A new section setting out the duties and ¶ 43-44
responsibilities under SOX (§§ 302, 906, 404 and th e
PCAOB) .
%%34-37 %%30-3 3
¶¶ 38-40 - ¶39 deleted ref . to Gargus' SOX certification %%45-4 6
and-%-46 was split into ¶¶ 39 and 40 .
¶ 41 - Now a short summary paragraph, quotes from ¶¶ 47 & 48
filings are no longer included .
¶ 42 - Deleted SO X certificati on language . ¶ 49
¶ 43 - New paragraph . N/A
¶ 44 - First sentence is the same ; the remainder ¶ 50
(summary) is new .
¶¶ 45-47 - Added new phrase at 18 :13 . %%51-5 3
¶ 48 - New paragraph ; describes CS1, CS2, and CS3 N/A
and provides statements purportedly made by thos e
sources .
¶ 49 - New lead in sentence, reworded pa ragraph . ¶ 54
¶ 50 - Paragraph shortened . ¶ 55
¶¶ 51 & 52 - Added new phrase at 20 :2 ; first sentence of ¶ 56
¶ 52 used to be end of ¶ 56 ; all the details re SOX
certification is new here .
%-53 - New (describes the § 9 06 SOX certification) -_ N/A
¶ 54 - Contains new statements by CS2 ; statement that ¶¶ 58-59
was attributed to old CS1 (in ¶ 59) is now attributed t o
CS4 here .
¶ 55 - New - discusses 10/19/04 announcements of IN/A
financials and Lee's statement s re mgmt . transition s .
¶ 56 - New lead in sentence . 157
¶ 57 - This was the end of old ¶ 5 7 before End of 15 7
¶ 58 - New cross-references End of ¶ 5 9
¶ 59 - Dele ted langu age from after the block quote ¶ 60
¶ 61 - Rewo rded . ¶ 62
¶ 62 - Adds new language.- ¶ 63-
¶¶ 63-65 - Reworded and restructured . 165
¶ 66 - reworded this paragraph regarding why Laub left ¶ 66
the Company
67 - New paragraph ; purported quote from Laub . N/A
1 of 3
In re SIMG - Cross Reference Table
Third Amen ded Complai nt (TAC) vs . Second Amen ded Complai nt (SAC)* _
TAC SAC
¶ 68 - New paragraph . N/A
¶ 69 - "CS2" now "CS3" and added duplication of th e ¶ 67
quotes from TS 2" here (from ¶ 48 )
170 - "CS2" changed to "CS3" ¶ 68
¶71 ¶64
¶ 72 - new language ; changed the alleged reason that ¶ 69
the stock price d ropped
¶ 73 - changed "including the fundamental issue s ¶ 70
involving Laub" to "including Lee's efforts to redefin e
Lee's responsib i lities"
¶ 74 ¶ 7 1
¶ 75 - Reworded, slight change in allegation . ¶ 72
¶ 76 - Reworded . T - 73
¶¶ 77-80 - Chan ged content . ¶¶ 74 - 75
¶81 -
82 - Rewor ded allegations re SEC i nvestigation . ¶ 77
¶ 83 - Deleted SOX certification language . 178
¶¶ 84-85 - Reworded allegations regarding the SE C IT 79-80
insider trading investigation disclosure ; now plaintiffs
discuss the SEC's DK Jeong co mplaint .
¶ 86 - New lead in sentence, othe rwise the s ame 18 1
-- - - ---
N/A ¶82
If 87 - Reworded . 183
¶¶ 88-89 - Reworded ; now includes block quotes ¶ 84
If 90 - Rew o rded allegations re SOX certificatio ns . 18 5
¶ 91 ¶ 86
If 92 - Revised lead in sentence . If 88
¶93 ¶87
94 - Revised language ; added detail . %89
If
If 95-¶ 100 - Shortened (removed quote ) . ¶¶ 90-9 5
If 101 - New paragraph . N/A
If 102 - Added sente nce before block quote . If 123
IT 103-104 - More detai led version of o ld 1124. %124
105 New paragraph . N/A
If
¶ 106
¶ 125-- -
¶ 107 - Shorte ned and reworded . If 126
¶¶ 108-1 09 -New language at the end of I
f 109 . ¶¶ 1-27-12 8
¶¶ 110-112 - Added a new language at 42 :5-6, otherwise ¶¶ 104-106
the same .
¶ 113 - Reworded . ¶ 108
¶ 114 $96
¶115 ¶97
If 116 - Deleted last bl ock quote . If 98
If 117 - New cross-references . $99
If 118 - Revised language (more detail) . If 100
¶ 119 ¶10 1
¶120 ¶ 102
¶121 ¶109
¶122 ¶11 0
IT 123-126 - Reworded at the beginning and added ne w ¶¶ 131-13 4
sentences at end .
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In re SIMO - Cross Reference Table
Third Amended Complaint (TACvs . Second Amended Complaint (SAC)*
TAC SAC
¶ 127 ¶135
¶ 128 - Added more text to the analyst quote at the end . ¶ 136
¶ 129 - Reworded ; new content re changes in CFO ¶ 11 2
position .
¶130 ¶11 3
¶ 131 ¶ 11 4
¶132 ¶1 1 5
¶¶ 133-137 New paragraphs . N/A
¶ 138 - Same as old first half of ¶144 with mistake s ¶ 144
corrected .
¶¶ 139-140 - Restr uctured with more detail . End o f ¶ 144
¶ 141-142 - Added more detail . ¶ 145
¶ 143 ¶ 34
¶ 144 - Shortened quotes . ¶ 35
N/A ¶¶ 36-37 discussing comp cte
charter was deleted from this sectio n
¶ 145 - Shortened quotes ; added a new sentence at the ¶ 38
end .
¶146 ¶39
11 47 ¶ 40 -
¶1 48 ¶41
149 - Shortened . ¶ 42
¶150 ¶1 46
-- -- --- - - -
¶151 ¶147
¶152 ¶148
¶ 153 ¶ 149
-
¶154 ¶ 150
¶ 155 ¶ 15 1
¶ 156 - Added 4, 5, and 6 to the list . ¶ 152
¶ 157 - same but changes Tirado's shares to 752K fro m ¶ 153
750K
¶¶ 158-163 ¶¶ 154-1 59
¶¶ 164-166 __ ¶¶ 1 60-162
¶ 167 ¶ 163
¶168 ¶164
¶ 169 _ Revised language . ¶ 16 5
¶¶ 170-176 ¶¶ 166- 172
¶¶ 177-180 ¶¶ 173-176
Prayer - p .67 Prayer -- p .63-64
Not including stylistic changes .
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EXHIBIT B
Silicon Image, Inc . : Investor Relation s Page 1 of 2
Press es
Silicon Image To Separate CEO and Chairman Rol e
Search For New CEO Initiate d
SUNNYVALE, Calif . June 24, 2004 -- Silicon Image, Inc . (Nasdaq : SIMG), a leader in multi-gigabit semiconductor
solutions for the secure transmission and storage of rich digital media, today announced that Chairman, Founder and
CEO, Dr . David Lee, is leading a search committee effort to identify and appoint a successor as CEO . Dr . Lee will
maintain an active role in the company as full-time chairman of the board, focusing on the development and delivery
of the company's long-term vision and strategy .
"My decision to relinquish the CEO role is driven by two primary factors . First I and the rest of the board of directors
believe that Silicon Image's leadership in standards-based, high-bandwidth ICs and IP for the consumer electronics,
storage and PC display market, place it in an excellent position to benefit from explosive demand for secure digital
content distribution solutions . We are confident that the magnitude and nature of this opportunity will enable us to
recruit a world-class executive who will partner with me to build Silicon Image to greater heights," said Dr . Lee . "And
second, the board and I are committed to exemplifying excellence in corporate governance, and therefore believe it is
important to separate the roles of the CEO and chairman, "
To underscore this commitment to excellence in corporate governance, Andy Rappaport-partner of August Capital and
Silicon Image board member since 1997-has been named as the company's lead independent director, "The Board of
Directors wholeheartedly supports David's commitment to achieve world-class excellence in governance as we face the
challenges of a growing public company," said Mr . Rappaport . "We are committed to working with him to accomplish
the goals he has laid out. "
"After nearly a decade as CEO," continued Lee, "I look forward to being able to focus my energy on strategic
opportunities as we prepare for the continued challenges associated with growing into a larger and more complex
global organization . Just as we have excelled at developing and driving innovative industry standards, products and
business models, we must now focus on applying these core competencies to elevating strategy, management and
corporate governance to new levels . "
Silicon Image has engaged an executive search firm to commence the search for a new CEO . The Company will not be
commenting on the status of the search until concluded . In the interim Dr . Lee will remain as CEO until a successor is
named .
About Silicon Imag e
Headquartered in Sunnyvale, Calif ., Silicon Image, Inc . designs, develops and markets multi-gigabit semiconductor
and system solutions fora variety of communications applications demanding high-bandwidth capability . With its
proprietary Multi-layer Serial Link (MSL'') architecture, Silicon Image is well positioned for leadership in multiple mass
markets including PCs, consumer electronics and storage . Currently, Silicon Image leads the global PC/display arena
with its innovative digital interconnect technology, and has emerged as a leading player in the consumer electronics
arid storage markets-offering robust, high-bandwidth semiconductors . For more information on Silicon Image, visit
www.siiiconimage .co m
This news release contains forward-looking information within the meaning of federal securities regulations . These
forward-looking statements include statements related to future product demand, timing of hiring a new CEO and
future corporate performance . These forward-looking statements involve risks and uncertainties, including those
described from time to time in Silicon Image's filings with the Securities and Exchange Commission (SEC), that could
cause the actual results to differ materially from those anticipated by these forward-looking statements . In particular,
actual future product demand, timing of hiring a new CEO and future corporate performance may riot conform to
current expectations . Also see "Management's Discussion and Analysis of Financial Condition and Results of
Operations-Factors Affecting Future Results" in the most recent Annual Report, Form 10-K or 10-Q filed by Silicon
Image with the SEC . Silicon Image assumes no obligation to update this forward-looking information .
http ://ir .siliconimage .com/ReleaseDetail .cfm?REI,EASEID=149143&mode=print 9/1/2006
Silicon Image, Inc . : Investor Relation s Page 2 of 2
Silicon Image, M` L, ano www . siliconimage .com are trademarks, registerea tradernarks or service marks of Silicon
Image, Inc . in the United States and other countries .
MEDIA CONTACTS :
Kristen Puller
Sr . Director Corporate Marketing
Silicon Image, Inc .
Phone : [phone]