Free Motion to Dismiss for Failure to State a Claim - District Court of Delaware - Delaware

Case 1 :05-cv—00008-JJF-LPS Document 21 Filed 10/1 1/2005 Page 1 0f 3
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF DELAWARE
ETR CONSULTING, INC., derivatively 0n )
behalf 0f MTC TECHNOLOGIES, INC. )
)
Plaintiff, ) C. A. N0. 05-00008 (KAJ)
)
v. )
)
RAJESH K. SOIN, VISHAL SOIN, )
AMOL SOIN, INDU SOIN and )
MTC TECHNOLOGIES, INC., )
)
Defendants. )
DEFENDANTS’ MOTION TO DISMISS
Pursuant t0 Rule l2(b)(6) 0f the Federal Rules 0f Civil Pr0cedure, Defendants Rajesh,
Vishal, Am0l and Indu S0in respectfully m0ve t0 dismiss Plaintiff’s c0mplaint. As explained in
the acc0mpanying mem0randum, the C0mplaint fails t0 allege any gr0unds f0r establishing
liability under Secti0n l6(b) 0f the Securities Exchange Act 0f 1934, 15 U.S.C. § 78p(b). The
0nly "purchase" 0f securities alleged in the c0mplaint is n0t a "purchase" at all within the
meaning 0f the Rule 16b-3. The August 2005 clarifying amendment t0 Rule 16b-3 ad0pted by
the U.S. Securities and Exchange C0mmissi0n makes it clear that Rule 16b-3 disp0ses 0f this
case entirely. Because the c0mplaint d0es n0t allege a purchase and sale 0f securities by any 0f
the defendants within a six- m0nth peri0d, the c0mplaint sh0uld be dismissed with prejudice.
The gr0unds f0r this m0ti0n are set f0rth m0re fully in the acc0mpanying brief, which is
inc0rp0rated by reference.