CAR_Public/090121.mbx             C L A S S   A C T I O N   R E P O R T E R

           Wednesday, January 21, 2009, Vol. 11, No. 14
  
                           Headlines

CENTERPLATE INC: Reached Settlement of "Kaplan" Suit on Jan. 13
CHINA ORGANIC: Faces "Provo" Suit Over False Statements in N.Y.
DESA Heating: Faces Delaware Litigation Alleging WARN Violations
EMBARQ CORP: Inks MOA of "Tyner" Suit Settlement on January 16
FNC INC: Suit Over Marketing Appraisers' Report Moved to Miss.

IMAGEPOINT INC: Faces Suit in Tennessee Alleging WARN Violations
KINGS SEAFOOD: Fakhimi & Associates Files Labor Violations Suit
MERRILL LYNCH: Agrees to $475M Settlement for STRS' Litigation
MRT HOLDINGS: Fla. Court Certifies Class in "Katz" Litigation
SHUFFLE MASTER: Consolidated Securities Suit Pending in Nevada

TRANSMETA CORP: Settlement of Shareholder Litigation Approved
TWO PARS: Faces Servers' Lawsuit in Maine Over Tips, Gratuities
TYCO ELECTRONICS: "Hess" Securities Suit Settled in Fiscal 2008
TYCO ELECTRONICS: "Sciallo" Suit Settled Since End of Fiscal '08
TYCO ELECTRONICS: "Stumpf" Securities Lawsuit in Pre-trial Stage

VERIFONE HOLDINGS: Calif. Consolidated Securities Suit Ongoing
VERIFONE HOLDINGS: Facing Stockholders' Suit in Tel-Aviv, Israel
WHITNEY INFORMATION: Canadian Unit Faces Suit Over Investments
WHITNEY INFORMATION: "Durham" Suit Dismissed in November 2008
WHITNEY INFORMATION: Faces Consolidated Amended "Friedman" Suit


                   New Securities Fraud Cases

VMWARE INC: Holzer Holzer Announces Securities Fraud Suit Cutoff


                           *********

CENTERPLATE INC: Reached Settlement of "Kaplan" Suit on Jan. 13
---------------------------------------------------------------
Centerplate, Inc. has reached a settlement to a purported class-
action lawsuit styled , "Kaplan v. Williams, et al., Case No.
FST-CV-084014996," according to the company's Jan. 14, 2009 Form
8-K filing with the U.S. Securities and Exchange Commission.

Counsel for the parties have agreed in principle to settle the
action and have executed a Memorandum of Understanding dated
Jan. 13, 2009, which is expected to be followed by a stipulation
of settlement.

As part of the settlement, and in exchange for a dismissal of
the lawsuit and release, the company has agreed to file with the
SEC a supplement to the previously-distributed proxy statement
and mail a copy of the supplemental proxy statement to its
investors.  

This settlement, which is subject to, among other conditions,
preliminary and final Connecticut court approval after
appropriate notice and a hearing to consider the fairness of the
settlement, would resolve the claims in the currently pending
lawsuit.

The company and its officers and directors continue to deny any
liability or responsibility for the claims made in the pending
lawsuit and make no admission of any wrongdoing.

There can be no assurance that the parties will ultimately enter
into a stipulation of settlement or that the Court will approve
the settlement even if the parties enter into such a
stipulation.

In the event the settlement is approved, all holders of the
company's securities, from April 30, 2008 through the date of
consummation of the company's merger pursuant to the Agreement
and Plan of Merger dated as of Sept. 18, 2008 as amended on
December 23, 2008 among the Company and affiliates of Kohlberg &
Company, L.L.C., will release all claims (other than valid
appraisal demands in connection with the Merger) relating to the
transaction which were or could be brought against the Company,
its officers and directors, Kohlberg, and their respective
affiliates and agents.

The settlement is also subject to the completion of the Merger.

Centerplate, Inc. -- http://www.centerplate.com-- has its  
principal executive office in Stamford, CT, and is a leading
provider of food and related services including concessions,
catering and merchandise services in more than 130 sports
facilities, convention centers and other entertainment venues
throughout the U.S. and Canada.


CHINA ORGANIC: Faces "Provo" Suit Over False Statements in N.Y.
---------------------------------------------------------------
China Organic Agriculture, Inc., past officers and directors of
the company, and one current director of the company face a
class action lawsuit filed by Lance C. Provo, "on behalf of
himself and all others similarly situated."

The plaintiff filed the lawsuit on Dec. 12, 2008, in the U.S.
District Court for the Southern District of New York.

The suit alleges, among other things, that the Defendants
disseminated false and misleading statements or concealed
materially adverse facts causing members of the class to
purchase the company's stock at inflated prices, and engaged in
other improper actions, including divesting the company of its
sole productive asset and acquiring a luxury retreat for the use
of the Defendants.

The suit alleges that the Defendants' actions violated Sections
10(b) and 20A of the Securities Exchange Act of 1934, as
amended, and Rule 10(b)5 under the Exchange Act.

The suit seeks as relief civil penalties, attorney's fees, and
disgorgement, according to the company's Jan. 16, 2009 Form 10-K
filed with the U.S. Securities and Exchange Commission for the
fiscal year ended Dec. 31, 2007.

China Organic Agriculture, Inc., formerly Industrial Electric
Services, Inc. -- http://www.chinaorganicagriculture.com/-- is   
engaged in the business of rice production, processing and
distribution.  China Organic Agriculture, Ltd. is the Company's
wholly owned subsidiary.  It operates in three segments: Ankang,
the segment for the trading of agricultural products; ErMaPao,
the one for rice production and processing, and Bellisimo
Vineyard, the segment for wine production.


DESA Heating: Faces Delaware Litigation Alleging WARN Violations
----------------------------------------------------------------
DESA Heating, LLC is facing a purported federal class-action
lawsuit U.S. Bankruptcy Court for the District of Delaware by
two ex-employees, alleging violations of the Worker Adjustment
and Retraining Notification or WARN Act, WBKO reports.

John Manning and Ken Maitland filed the suit in which they claim
DESA did not give employees the 60-days notice before the mass
layoffs required by the WARN Act.  They are seeking the 60-days
worth of wages and benefits they feel they were denied.

The suit was filed in the same federal court where DESA Heating,
its parent company, DHP Holdings II Corp., and four affiliates
filed for Chapter Eleven bankruptcy protection last month.

John Manning told WBKO they filed the suit on behalf of all the
workers terminated by DESA.


EMBARQ CORP: Inks MOA of "Tyner" Suit Settlement on January 16
--------------------------------------------------------------
Embarq Corp., CenturyTel, Inc., and Cajun Acquisition Co., on
Jan. 16, 2009, entered into a memorandum of understanding
regarding the settlement of a putative class-action suit styled,
"Tyner v. Embarq Corp, et al., Case No. 08CV10121."

On Dec. 1, 2008, a complaint was filed on behalf of a putative
class of Embarq stockholders in the District Court of Johnson
County, Kansas.  

The complaint names Embarq, its directors and CenturyTel as
defendants.  The complaint alleges, among other things, that
Embarq's directors breached their fiduciary duties by entering
into the Merger Agreement, including by failing to obtain the
highest price available for Embarq's stockholders and by failing
to disclose material information in the proxy materials in
connection with the merger, and that Embarq and CenturyTel aided
and abetted the directors' breaches of their fiduciary duties.  

It seeks, among other things, class action status, court orders
declaring the Merger Agreement unenforceable and enjoining the
defendants from consummating the merger, and the payment of
attorneys' fees and expenses.

On Jan. 16, 2009, the putative class representative and
defendants entered into a memorandum of understanding with
regard to the settlement of the Action.  

In connection with the settlement contemplated by the memorandum
of understanding, Embarq and CenturyTel agreed, among other
things, to make certain additional disclosures related to the
proposed merger, which are set forth below.  

The memorandum of understanding contemplates that, pending
certain confirmatory discovery, the parties will enter into a
stipulation of settlement.

The stipulation of settlement will be subject to customary
conditions, including court approval following notice to
Embarq's stockholders.  

In the event that the parties enter into a stipulation of
settlement, a hearing will be scheduled at which the Court will
consider the fairness, reasonableness, and adequacy of the
settlement.  

If the settlement is finally approved by the Court, it will
resolve and release all claims in the Action that were or could
have been brought challenging any aspect of the proposed merger,
the Merger Agreement, and any disclosure made in connection
therewith, pursuant to terms that will be disclosed to
stockholders prior to final approval of the settlement.  

In addition, the parties contemplate that plaintiff's counsel
will seek an award of attorneys' fees and expenses to be paid by
Embarq and/or its successor(s) in interest of not more than $1
million.  Embarq (and/or its successor(s) in interest) shall pay
or cause to be paid such award(s) of attorneys' fees and
expenses.  

There can be no assurance that the parties will ultimately enter
into a stipulation of settlement or that the Court will approve
the settlement even if the parties were to enter into such
stipulation.  

In such event, the proposed settlement as contemplated by the
memorandum of understanding may be terminated, according to the
company's Form 8-K filing with the U.S. Securities and Exchange
Commission dated Jan. 16, 2009.

Embarq Corp. -- http://www.embarq.com/-- provides, both  
directly and through wholesale and sales agency relationships, a
suite of communications services, consisting of local and long
distance voice, data, high-speed Internet, satellite video,
wireless and other communication related products and services
to consumer and business customers primarily in its local
service territories in 18 states.  The Company provides access
to its local network and other wholesale communications services
for customers, including other carriers.  Through its Logistics
segment, Embarq provides wholesale product distribution,
logistics and configuration services.  It has operations in
Florida, North Carolina, Nevada and Ohio, Virginia,
Pennsylvania, Texas, Indiana, Missouri, Tennessee, New Jersey,
Minnesota, Kansas, South Carolina, Washington, Oregon, Nebraska
and Wyoming.


FNC INC: Suit Over Marketing Appraisers' Report Moved to Miss.
--------------------------------------------------------------
A purported federal class-action against, FNC Inc. has been
moved from from the U.S. District Court for the District of
Maryland to the U.S. District Court for the Northern District of
Mississippi, Patsy R. Brumfield of the Daily Journal reports.

According to U.S. District Court records obtained by the Daily
Journal, the case was assigned to Senior Judge Glen Davidson and
Magistrate S. Allan Alexander.  It was transferred on Jan 13,
2009 and now falls under the caption, "Harold H. Huggins Realty,
Inc. et al v. FNC, Inc., Case No. 3:2009cv00007."

FNC was incorporated in 1994 and founded by then-University of
Mississippi business professors Dennis Tosh, William Rayburn and
Robert Dorsey and their technical guru, John Johnson, reports
the Daily Journal.

FNC spokesman Bill Dabney told the Daily Joirnal that the
company asked to transfer the case to Lafayette County for cost
and convenience.

                         Case Background

The suit was originally filed in the U.S. District Court for the
District of Maryland on May 9, 2007 by a group of professional
appraisers in Maryland, Virginia and Oklahoma (Class Action
Repoter, June 7, 2007).

Originally Captioned, "Harold H. Huggins Realty, Inc. et al v.
FNC, Inc., Case No. 8:2007cv01203," it was specifically filed by
Harold H. Huggins Realty Inc. of Burtonsville, Maryland and P.E.
Turner & Co. Ltd. of Richmond Virginia, and Residential
Appraisal and Consulting Inc. of Tulsa Oklahoma.

The appraisers accuse FNC of systematically taking their
appraisal report information and marketing them to lenders and
developers of electronic substitutes for traditional appraisals.

The information is allegedly converted into electronic formats
before being sent to mortgage-lender customers.  

The company is accused of False Advertising under the Lanham
Act, Intentional Misrepresentation (Fraud), Negligent
Misrepresentation; Conversion, Misappropriation, and Breach of
Bailment Breach of Implied Contract.

The plaintiffs claim that FNC defrauded thousands of appraisers
into using its "secure" AppraisalPort system, only to find out
FNC is accessing and marketing it, cutting appraisers out of
potential additional business with no compensation.

"The Plaintiffs bring this action as a class action on behalf of
all appraisers, including both individuals and entities engaged
in performing appraisals, who have used the AppraisalPort web
service of FNC since its inception through at least April 2007,
and who were damaged thereby."

The appraisers are seeking a minimum of $25 million plus
punitive damages.  

Representing the plaintiffs is:

          Paul G. Gaston, Esq. (pgaston@attglobal.net)
          Law Office of Paul G. Gaston
          1120 19th St. N.W., Suite 750
          Washington D.C. 20036
          Phone: 202-296-5856
          Fax: 202-296-4154

Representing the defendants are:

          Maria Candace Burnette, Esq.
          (cburnette@mcglinchey.com)
          McGlinchey Stafford, PLLC
          200 South Lamar Street, Suite 1100
          City Centre South
          Jackson, MS 39201
          Phone: (601) 960-8400
          Fax: 601-960-3520

               - and -

          Kirk D. Jensen, Esq. (kjensen@buckleykolar.com)
          Buckley Kolar LLP
          1250 24th St NW Ste 700
          Washington, DC 20037
          Phone: 12023498000
          Fax: 12023498080


IMAGEPOINT INC: Faces Suit in Tennessee Alleging WARN Violations
----------------------------------------------------------------
ImagePoint, Inc. faces a purported class-action lawsuit for back
wages that was filed by a former employee in the U.S. District
Court for the Eastern District Court of Tennessee, Knoxville
News Sentinel reports.

Rebecca Heifner, who lost her job on Jan. 9, 2009 seeks wages
and benefits for 60 days under the Worker Adjustment and
Retraining Act, which requires that companies provide 60 days
advance notice.  No such notice was give, the lawsuit claims.

The suit is captioned, "Heifner v. Imagepoint, Inc., Case No.
3:09-cv-00022," was filed on Jan. 15, 2009.  It seeks class
action status for all former ImagePoint employees who lost their
jobs as part of a mass layoff when the company shut down in
January 2009.

On Jan. 9, 2009, the sign manufacturer said it was closing and
eliminating 450 jobs, including 270 at its downtown headquarters
and 180 at its plant in Florence, Ky., a suburb of Cincinnati,
according to the Knoxville News Sentinel report.

The suit is captioned, "Heifner v. Imagepoint, Inc., Case No.
3:09-cv-00022," filed in the U.S. District Court for the Eastern
District Court of Tennessee, Judge Thomas W. Phillips,
presiding.

Representing the plaintiffs are:

          David A Burkhalter, II, Esq.
          (david@burkhalterrayson.com)
          Burkhalter, Rayson & Associates
          P.O. Box 2777
          Knoxville, TN 37901-2777
          Phone: 865-524-4974
          Fax: 865-524-0172

          J. Cecil Gardner, Esq. (cgardner@thegardnerfirm.com)
          The Gardner Firm
          1119 Government Street
          Post Office Drawer 3103
          Mobile, AL 36652
          Phone: 251-433-8100
          Fax: 251-433-8181

               - and -

          Stuart J. Miller, Esq. (sjm@lankmill.com)
          Lankenau & Miller, LLP
          132 Nassau Street
          Suite 423
          New York, NY 10038
          Phone: 212-581-5005
          Fax: 212-581-2122


KINGS SEAFOOD: Fakhimi & Associates Files Labor Violations Suit
---------------------------------------------------------------
     (PRWEB) January 19, 2009 -- Fakhimi & Associates, a leading
law firm representing the interests of employees in Southern
California, has filed a representative class-action lawsuit
against Kings Seafood Company.

     The lawsuit alleges violations of California labor code and
Division of Labor Standards and Enforcement provisions.  More
specifically, the law suit claims that Kings Fish House (a
division of Kings Seafood Co.) employees are required to share
(pool) their tips with employees who have no contact with the
tables they serve and are placed on-call without being
adequately compensated in violation of California and federal
laws.

     The case has been filed in Orange County Superior Court
under case number 30-2008-00232036-CU-OE-CXC.

For more information, contact:

          Houman Fakhimi, Esq.
          Fakhimi & Associates
          3 Hutton Centre Dr., Suite 620
          Santa Ana, CA  92707-8758
          Phone: 888-529-2188
          Web site: http://www.employmentlawteam.com


MERRILL LYNCH: Agrees to $475M Settlement for STRS' Litigation
--------------------------------------------------------------
Merrill Lynch, which was bought by Bank of America las fall, has
agreed to pay $475 million to settle a class-action lawsuit
filed by the Ohio State Teachers Retirement System, according to
Ohio Attorney General Richard Cordray, who represents STRS in
the suit, Sheryl Harris of The Plain Dealer reports.

In a complaint filed in May 2008, STRS alleged that practices of
and statements by Merrill Lynch concerning collateralized debt
obligations and related assets backed by sub-prime mortgages
artificially inflated the market price for Merrill Lynch stock,
injuring individuals and groups who were Merrill Lynch
investors.

Those who stand to recover damages as part of the class include
investors who purchased Merrill Lynch common stock or certain
preferred shares between Oct. 17, 2006, and Dec. 31, 2008,
according to The Plain Dealer.

The Plain Dealer reported that it's not yet clear what dollar
amount individual investors may receive from the settlement.
Eligible investors will be notified by the court, according to
Holly Hollingsworth, a spokeswoman for the Ohio attorney
general.

The STRS board, the lead plaintiff in the suit, approved the
settlement recently, however it must still be approved by U.S.
District Court for the Southern District of New York, reports
The Plain Dealer.


MRT HOLDINGS: Fla. Court Certifies Class in "Katz" Litigation
-------------------------------------------------------------
The U.S. District Court for the Southern District of Florida
granted class-action status to a class-action suit against MRT
Holdings, LLC that accuses it of being a Ponzi scheme in which
investors were paid off with new investors' money.

Jon Burstein of The South Florida Sun-Sentinel reported that the
suit was filed on Oct. 9, 2007 in the U.S. District Court for
the Southern District of Florida under the caption, "Katz et al.
v. MRT Holdings, LLC, MRT LLC, James Clements, Zeina Smidi and
Ann B. Bradshaw, Case No. 0:2007-cv-61438" (Class Action
Reporter, Jan. 6, 2009)

According to the federal class-action suit, more than 500 people
who lost as much as $50 million in MRT Holdings, a company that
billed itself as a foreign-currency trading firm.

Inger Garcia, Esq., the attorney representing MRT Holdings and
its manager, James Clements, denies the allegations.  In a brief
interview, She told The South Florida Sun-Sentinel that people
didn't invest in the company but loaned it money.  Ms. Garcia
added, "Mr. Clements is doing everything in his power to make
sure everyone who has loaned any money is made whole."

State records show MRT LLC was formed in August 2005 with
Clements listed as a manager.  The company's address is a
private mailbox at a packing and shipping store in a Plantation
strip mall at Peters Road and South University Drive, reports
The South Florida Sun-Sentinel.

The suit alleges that around March 2006 the company started
advertising on the Internet and holding sales meetings.  Mr.
Clements told potential investors that MRT traded in foreign
currencies abroad, working through Swiss banks, the lawsuit
states.

"In fact, MRT's trading activities, if any occurred at all,
caused MRT to incur huge losses," wrote the plaintiffs'
attorney, Jeffrey Sonn, Esq.  "MRT was not profitable.  It was,
in fact, a classic Ponzi scheme that offered and sold
unregistered investment contracts."

The suit is "Katz et al. v. MRT Holdings, LLC, MRT LLC, James
Clements, Zeina Smidi and Ann B. Bradshaw, Case No. 0:2007-cv-
61438," filed in the U.S. District Court for the Southern
District of Florida.

Representing the plaintiffs is:

          Jeffrey R. Sonn, Esq. (jsonn@sonnerez.com)
          Sonn & Erez
          500 E. Broward Boulevard
          Suite 1600
          Fort Lauderdale, FL 33394
          Phone: 954-763-4700
          Fax: 954-763-1866

Representing the defendants is:

          Inger Michelle Garcia, Esq. (inger13@aol.com)
          Inger M. Garcia-Armstrong Esq
          533 NE 3rd Avenue
          Ground Floor
          Suite 2
          Fort Lauderdale, FL 33301
          Phone: 954-894-9962
          Fax: 954-446-1635


SHUFFLE MASTER: Consolidated Securities Suit Pending in Nevada
--------------------------------------------------------------
Shuffle Master, Inc., still faces a consolidated securities
fraud class-action lawsuit in the U.S. District Court for the
District of Nevada, according to the company's Jan. 14, 2009
Form 10-K filing with the U.S. Securities and Exchange
Commission for the fiscal year ended Oct. 31, 2008.

Initially, three complaints were filed against the company:

(1) Stocke Litigation

    On June 1, 2007, a putative class action complaint over an
    alleged violation of the federal securities laws against the
    Shuffle Master and its chief executive officer, Mark L.
    Yoseloff, and chief financial officer, Richard L. Baldwin,
    was filed in the U.S. District Court for the District of
    Nevada on behalf of persons who purportedly purchased the
    company's stock between Dec. 22, 2006, and March 12, 2007.

    The case is entitled, "Joseph Stocke vs. Shuffle Master,
    Inc., Mark L. Yoseloff and Richard L. Baldwin."  The
    company, as well as Dr. Yoseloff and Mr. Baldwin, were
    served with the complaint on June 6, 2007.

    The complaint asserts claims pursuant to Sections 10(b) and
    20(a) of the U.S. Securities Exchange Act of 1934, and Rule
    10b 5 promulgated thereunder.  These claims allegedly relate
    to the company's March 12, 2007 announcement that it would
    restate its Fiscal Fourth Quarter and full year financial
    results.  

    The complaint seeks compensatory damages in an unstated
    amount.

    On or about Aug. 4, 2007, four plaintiffs moved the Court
    for appointment as lead plaintiff, with one withdrawing its
    application in September.  No decision has yet been made.  

(2) Armistead Litigation

    On June 12, 2007, a second putative class action complaint
    for violation of the federal securities laws against the
    same defendants -- the company, Dr. Yoseloff and Mr. Baldwin
    -- was filed in the same court in Nevada.

    The case is entitled, "Robert Armistead, Jr. vs. Shuffle
    Master, Inc., Mark L. Yoseloff and Richard L. Baldwin."  The
    defendants were served with the complaint on June 12, 2007.

    This lawsuit effectively mirrors the allegations in the
    Stocke Lfiled against the same defendants, except that the
    Armistead complaint was filed on behalf of persons who
    purchased the company's stock between March 20, 2006, and
    March 12, 2007.

(3) Tempel Litigation

    On June 25, 2007, a third putative class action complaint
    for violation of the federal securities laws against the    
    same defendants was filed in the same court.

    The case is entitled, "Andrew J. Tempel vs. Shuffle Master,
    Inc., Mark L. Yoseloff and Richard L. Baldwin."  This
    lawsuit is a "copycat" lawsuit of the Stocke Lawsuit.

On June 22, 2007, a Joint Stipulation was filed in the U.S.
District Court for the District of Nevada providing that all
presently filed and any subsequently filed related class action
suits will be consolidated and captioned, "In Re Shuffle Master,
Inc. Securities Litigation." (Class Action Reporter, July 11,
2008)

On March 25, 2008, defendants filed a motion to dismiss, and on
May 2, 2008, Lead Plaintiffs filed an opposition to the
defendants' Motion to Dismiss.  On May 30, 2008, the defendants
filed a reply brief in support of the motion.  Additional briefs
have been filed since May 30, 2008.  No hearing date has been
set by the Court.

The suit is "In Re Shuffle Master, Inc. Securities Litigation,
Case No. 07-CV-00715," filed in the U.S. District Court for the
District of Nevada, Judge Kent J. Dawson, presiding.

Representing the plaintiffs are:

          Mark Albright, Esq. (gma@albrightstoddard.com)
          Albright Stoddard Warnick & Albright
          801 South Rancho Drive, Suite D-4
          Las Vegas, NV 89106
          Phone: 702-384-7111
          Fax: 702-384-0605

               - and -

          Patrick V. Dahlstrom, Esq. (pdahlstrom@pomlaw.com)
          Pomerantz Haudek Block Grossman & Gross LLP
          One North LaSalle Street, Suite 2225
          Chicago, IL 60602
          Phone: 312-377-1181

Representing the defendants are:

          Joshua G. Hamilton, Esq.
          (joshuahamilton@paulhastings.com)
          Paul, Hastings, Janofsky & Walker LLP
          515 S. Flower Street
          Los Angeles, CA 90071-2371
          Phone: 213-683-6000
          Fax: 213-627-0705

               - and -           

          Kirk B. Lenhard, Esq. (kbl@jonesvargas.com)
          Jones Vargas
          3773 Howard Hughes Pkwy., 3rd Floor So.
          Las Vegas, NV 89109


TRANSMETA CORP: Settlement of Shareholder Litigation Approved
-------------------------------------------------------------
The settlement of the purported class-action lawsuits under the
heading, "In re Transmeta Corp. Shareholder Litigation (Lead
Case No. 1-08-CV-127985)," received approval from Transmeta's
board of directors on Jan. 16, 2009.

Transmeta and members of its board of directors have been named
as defendants in a purported class action lawsuit arising from
Transmeta's entry into and announcement on Nov. 17, 2008 of an
agreement and plan of merger with Novafora for the proposed
merger of Transmeta with and into a wholly owned subsidiary of
Novafora.

Beginning on Nov. 18, 2008, several purported class-action
lawsuits were filed in the Superior Court of California, County
of Santa Clara by putative stockholders alleging, among other
things, that members of the Transmeta board of directors
breached their fiduciary duties in connection with the proposed
Merger, and requesting injunctive relief, attorneys' fees and
other remedies.

On Dec. 3, 2008, the Court entered an order consolidating all of
those purported class action lawsuits under the heading, "In re
Transmeta Corp. Shareholder Litigation (Lead Case No. 1-08-CV-
127985)."

On Jan. 12, 2009, the plaintiffs in the Shareholder Litigation
served on Transmeta a consolidated amended class-action
complaint.  

The Amended Complaint alleges, among other things, that the
directors of Transmeta, allegedly aided and abetted by
Transmeta, breached their fiduciary duties to Transmeta's
stockholders by, among other things, purportedly engaging in
unspecified self-dealing and purportedly omitting material
information from the definitive proxy statement relating to the
proposed Merger.  

The Amended Complaint seeks, among other things, injunctive
relief, and plaintiffs have indicated their intent to file a
motion for a preliminary injunction seeking to enjoin Transmeta
from holding the stockholder vote on the proposed Merger, which
vote is currently scheduled for Jan. 26, 2009.  The Court
scheduled a hearing on plaintiff's proposed motion for Jan. 23,
2009.

On Jan. 15, 2009, the defendants reached agreement in principle
with the plaintiffs regarding settlement of the Shareholder
Litigation, subject to approval of Transmeta's board of
directors, which approval was received on Jan. 16, 2009.

According to the company's latest Current Report on Form 8-K
filed with the U.S. Securities and Exchange Commission dated
Jan. 16, 2009, in connection with the settlement contemplated by
that agreement in principle, the lawsuits and all claims
asserted therein will be dismissed.  

The terms of the settlement contemplated by that agreement in
principle require that Transmeta make certain additional
disclosures related to the Merger.  

The parties also agreed that plaintiffs may seek attorneys' fees
and costs in an amount up to $450,000, if such fees and costs
are approved by the Court, with Transmeta to pay half of such
fees and costs and Novafora to pay half of such fees and costs.  

There will be no other settlement payment by Novafora,
Transmeta, or any of the members of Transmeta's board of
directors.  

The agreement in principle further contemplates that the parties
will enter into a stipulation of settlement, which will be
subject to customary conditions, including Court approval
following notice to Transmeta's shareholders.  In the event that
the parties enter into a stipulation of settlement, a hearing
will be scheduled at which the Court will consider the fairness,
reasonableness and adequacy of the settlement.

Transmeta Corporation -- http://www.transmeta.com-- develops  
and licenses computing, microprocessor and semiconductor
technologies and related intellectual property.  The company is
focused on licensing its advanced power management technologies
for controlling leakage and increasing power efficiency in
semiconductor devices and its portfolio of intellectual property
rights.  It is also focused on licensing its computing and
microprocessor technologies to other companies.


TWO PARS: Faces Servers' Lawsuit in Maine Over Tips, Gratuities
---------------------------------------------------------------
Two Pars, Inc., doing business as Union Bluff Hotel, faces a
purported class-action lawsuit in Maine that id based on a
relatively new state law regarding tips and gratuities, Susan
Morse of Seacoastonline.com reports.

The suit was filed in in York Superior Court back in December
2008 by sisters who worked as function servers at the Union
Bluff.

The 2007 law on which the litigation is based says tips are the
property of the service employee and are not to be shared with
the employer.

However, former server Joanne Hill, of York Beach, the Union
Bluff gave some of her tips to the events coordinator at the
hotel.  Ms. Hill and her sister, Noreen Horn, a function server
at the Union Bluff, are represented in the case by Hillary
Schwab, Esq. of Pyle, Rome, Lichten, Ehrenberg & Liss-Riordan,
P.C.

Ms. Schwab told Seacoastonline.com this may be the first case to
be brought under the new statute.  In a released statement, she
also said, "Maine has one of the strongest laws in the country
protecting service employees' gratuities."  She adds, "The Union
Bluff Hotel, like many other hotels, restaurants and function
halls around the state, is flouting this law and diverting the
gratuities that were intended for its wait staff employees and
using those gratuities to pad the hotel's revenue."

They are entitled to recover three times the amount of
gratuities not paid to them, plus a portion of the minimum wage
not given in base pay, according to Ms. Schwab.

For more details, contact:

          Hillary Schwab, Esq. (hschwab@prle.com)
          Pyle, Rome, Lichten, Ehrenberg & Liss-Riordan, P.C.
          18 Tremont Street, Suite 500
          Boston, MA 02108
          Phone: 617-367-7200
          Fax: 617-367-4820


TYCO ELECTRONICS: "Hess" Securities Suit Settled in Fiscal 2008
---------------------------------------------------------------
The action entitled, "Hess v. Tyco International Ltd., et al.,"
was settled in fiscal 2008, according to Tyco Electronics
Limited's Jan. 16, 2009 Form 10-K/A filing with the U.S.
Securities and Exchange Commission for the fiscal year ended
Sept. 26, 2008.

The securities case was filed on June 3, 2004 in the Superior
Court of the State of California for the County of Los Angeles
against certain of Tyco International's former directors and
officers, Tyco International's former auditors, and Tyco
International.

The complaint asserts claims of fraud, negligent representation,
aiding and abetting breach of fiduciary duty, and breach of
fiduciary duty in connection with, and subsequent to, an
underlying settlement of litigation brought by shareholders in
Progressive Angioplasty Systems, Inc. where the plaintiffs
received Tyco International's stock as consideration.

In November 2008, Tyco International entered into a definitive
agreement to settle this action, and the company's allocated
portion of the settlement amount under the Separation and
Distribution Agreement is approximately $5 million.

Tyco Electronics Limited -- http://www.tycoelectronics.com/--  
is a global provider of engineered electronic components,
network solutions, wireless systems and undersea
telecommunication systems.  The company designs, manufactures,
and markets products for customers in industries from
automotive, appliance, and aerospace and defense to
telecommunications, computers, and consumer electronics.  Its
products are produced in approximately 100 manufacturing sites
in over 25 countries.  The company is a wholly owned subsidiary
of Tyco International Limited.


TYCO ELECTRONICS: "Sciallo" Suit Settled Since End of Fiscal '08
----------------------------------------------------------------
Since the end of fiscal 2008, the case captioned, "Sciallo v.
Tyco International Ltd., et al.," has been settled, according to
Tyco Electronics Limited's Jan. 16, 2009 Form 10-K/A filing with
the U.S. Securities and Exchange Commission for the fiscal year
ended Sept. 26, 2008.

The "Sciallo" action was filed on Sept. 30, 2003, in the U.S.
District Court for the Southern District of New York against
defendants Tyco International and certain former Tyco
International directors and executives.

The complaint alleged plaintiffs traded U.S. Surgical stock
options for Tyco International stock options when Tyco
International acquired U.S. Surgical on Oct. 1, 1998 and
asserted causes of action under Section 10(b) of the Exchange
Act and Rule 10b-5 promulgated thereunder, for common law fraud
and negligence, and violation of New York General Business Law
Section 349, which prohibits deceptive acts and practices in the
conduct of any business.

The Judicial Panel on Multidistrict Litigation transferred this
action to the U.S. District Court for the District of New
Hampshire.

In November 2008, Tyco International entered into a definitive
agreement to settle this action, and the company's allocated
portion of the settlement amount under the Separation and
Distribution Agreement is less than $1 million.

Tyco Electronics Limited -- http://www.tycoelectronics.com/--  
is a global provider of engineered electronic components,
network solutions, wireless systems and undersea
telecommunication systems.  The company designs, manufactures,
and markets products for customers in industries from
automotive, appliance, and aerospace and defense to
telecommunications, computers, and consumer electronics.  Its
products are produced in approximately 100 manufacturing sites
in over 25 countries.  The company is a wholly owned subsidiary
of Tyco International Limited.


TYCO ELECTRONICS: "Stumpf" Securities Lawsuit in Pre-trial Stage
----------------------------------------------------------------
The action captioned, "Stumpf v. Tyco International Ltd., et
al.," is in the pre-trial stage, according to Tyco Electronics
Limited's Jan. 16, 2009 Form 10-K/A filing with the U.S.
Securities and Exchange Commission for the fiscal year ended
Sept. 26, 2008.

On Oct. 30, 2003, the suit was transferred to the U.S. District
Court for the District of New Hampshire by the Judicial Panel on
Multidistrict Litigation.

The complaint asserts claims against Tyco International based on
Sections 11 and 15 of the Securities Act of 1933 and Sections
10(b) and 20(a) of the Exchange Act.

No further details regarding the matter were disclosed in the
company's latest regulatory filing.

Tyco Electronics Limited -- http://www.tycoelectronics.com/--  
is a global provider of engineered electronic components,
network solutions, wireless systems and undersea
telecommunication systems.  The company designs, manufactures,
and markets products for customers in industries from
automotive, appliance, and aerospace and defense to
telecommunications, computers, and consumer electronics.  Its
products are produced in approximately 100 manufacturing sites
in over 25 countries.  The company is a wholly owned subsidiary
of Tyco International Limited.


VERIFONE HOLDINGS: Calif. Consolidated Securities Suit Ongoing
--------------------------------------------------------------
Discovery has not yet commenced in the consolidated securities
fraud class-action lawsuit against VeriFone Holdings Inc. in the
U.S. District Court for the Northern District of California.

On or after Dec. 4, 2007, several securities class-action claims
were filed against the company and certain of the company's
officers.  The various complaints specify different class
periods, with the longest proposed class period being Aug. 31,
2006, through Dec. 3, 2007.

The lawsuits have been consolidated in the U.S. District Court
for the Northern District of California under the caption "In re
VeriFone Holdings, Inc. Securities Litigation, Case No. 07-6140
MHP."

On March 17, 2008, the court held a hearing on the plaintiffs'
motions for appointment of lead plaintiff and lead counsel and
in May 2008, the court requested additional briefing on these
matters, which was submitted in June 2008.

Each of the consolidated actions allege, among other things,
violations of Sections 10(b) and 20(a) of the U.S. Securities
Exchange Act of 1934 and Rule 10b-5 thereunder, based on
allegations that the company and the individual defendants made
false or misleading public statements regarding the company's
business and operations during the putative class periods, and
seeks unspecified monetary damages and other relief (Class
Action Reporter, Oct. 9, 2008).

On Aug. 22, 2008, the Court appointed plaintiff National
Elevator Fund lead plaintiff and its attorneys lead counsel.

Plaintiff filed its consolidated amended class action complaint
on Oct. 31, 2008, and the company filed its motion to dismiss on
Dec. 31, 2008.

The consolidated amended complaint asserts claims under the
Securities Exchange Act Sections 10(b), 20(a), and 20A and
Securities and Exchange Commission Rule 10b-5 for securities
fraud and control person liability against the company and
certain of its current and former officers and directors, based
on allegations that the company and the individual defendants
made false or misleading public statements regarding its
business and operations during the putative class periods and
seeks unspecified monetary damages and other relief.

Discovery has not yet commenced and is not expected to do so
until after a ruling on the company's motion to dismiss,
according to its Jan. 14, 2009 Form 10-K filing with the U.S.
Securities and Exchange Commission for the fiscal year ended
Oct. 31, 2008.

The suit is "In re VeriFone Holdings, Inc. Securities
Litigation, Case No. 07-6140 MHP," filed in the U.S. District
Court for the Northern District of California, Judge Marilyn H.
Patel, presiding.

Representing the plaintiffs are:

         Daniel C. Girard, Esq. (dcg@girardgibbs.com)
         Girard Gibbs LLP
         601 California Street, Suite 1400
         San Francisco, CA 94104
         Phone: 415-981-4800
         Fax: 415-981-4846

         Francis A. Bottini, Jr., Esq.
         (frankb@johnsonbottini.com)
         Johnson Bottini, LLP
         655 W. Broadway, Suite 1400
         San Diego, CA 92101
         Phone: 619-230-0063
         Fax: 619-233-5535

              - and -

         Eli Greenstein, Esq. (Elig@csgrr.com)
         Coughlin Stoia Gellar Rudman & Robbins LLP
         100 Pine Street, Suite 2600
         San Francisco, CA 94111
         Phone: 415-288-4545
         Fax: 415-288-4534

Representing the defendants is:

         Michael Howard Steinberg, Esq.
         (steinbergm@sullcrom.com)
         Sullivan & Cromwell
         1888 Century Park East
         Los Angeles, CA 90067
         Phone: 310-712-6600
         Fax: 310-712-8800


VERIFONE HOLDINGS: Facing Stockholders' Suit in Tel-Aviv, Israel
----------------------------------------------------------------
VeriFone Holdings, Inc., continues to face a purported
stockholders' class-action lawsuit in Tel-Aviv, Israel, over the
publication of erroneous financial reports.

On Jan. 27, 2008, a class-action complaint was filed against the
company in the Central District Court in Tel Aviv, Israel, on
behalf of purchasers of the company's stock on the Tel Aviv
Stock Exchange.  The complaint seeks compensation for damages
allegedly incurred by the class of plaintiffs due to the
publication of erroneous financial reports.

On May 25, 2008, the court held a hearing on the company's
motion to dismiss or stay the proceedings, after which the court
requested that the plaintiff and the company submit additional
information to the Court with respect to the applicability of
Israeli law to dually registered companies.  This additional
information was submitted to the court in June 2008 and the
parties currently awaiting the court's ruling on this issue
(Class Action Reporter, Oct. 9, 2008).

On Sept. 11, 2008, the Israeli District Court ruled in the
company's favor, holding that U.S. law would apply in
determining its liability.

On Oct. 7, 2008, plaintiffs filed a motion for leave to appeal
the District Court's ruling to the Israeli Supreme Court.

The company's response to plaintiffs' appeal motion is currently
due Jan. 18, 2009.  

Because the company's motion to stay will depend upon the
Supreme Court's ruling, the District Court has stayed its
proceedings until the Supreme Court rules on plaintiffs' motion
for leave to appeal, according to the company's Jan. 14, 2009
Form 10-K filing with the U.S. Securities and Exchange
Commission for the fiscal year ended Oct. 31, 2008.

VeriFone Holdings, Inc. -- http://www.verifone.com/-- is a  
global provider of technology that enables electronic payment
transactions and value-added services at the point of sale.  The
company's system solutions consist of point of sale electronic
payment devices that run the company's and third-party operating
systems, security and encryption software and certified payment
software, as well as third party, value-added applications.
VeriFone Holdings' system solutions process a range of payment
types, including signature and PIN-based (personal
identification number) debit cards, credit cards,
contactless/radio frequency identification, cards, smart cards,
pre-paid gift and other stored-value cards, electronic bill
payment, check authorization and conversion, signature capture
and electronic benefits transfer.  The company's electronic
payment systems are available in several distinctive modular
configurations, offering customers flexibility to support a
variety of connectivity options.


WHITNEY INFORMATION: Canadian Unit Faces Suit Over Investments
--------------------------------------------------------------
Whitney Canada, Inc., a wholly owned subsidiary, and Whitney
Information Network, Inc. faces a class-action suit on behalf of
all persons who have made various real estate investments in
Quebec, Canada.  

On Jan. 11, 2007, Whitney Canada, Inc., a wholly owned
subsidiary, and Whitney Information Network, Inc. received
notice of an Amended Motion for Authorization to Institute a
Class Action in the Province of Quebec, Canada.  

A class-action suit was requested for all persons who have made
various real estate investments, at the alleged inducement, or
through, Marc Jemus, François Roy, Robert Primeau and/or their
companies, and/or B2B Trust, and/or Whitney Canada, Inc., and/or
Whitney Information Network, Inc. and/or Jean Lafreniere.

No further details regarding the action were disclosed by the
company in its Jan. 15, 2009 Form 10-K filing with the U.S.
Securities and Exchange Commission for the fiscal year ended
Dec. 31, 2008.

Whitney Information Network, Inc. provides post-secondary
educational and training courses for students throughout the
United States, the United Kingdom and Canada, interested in
learning about real estate and financial markets.  The company's
courses provide instruction in real estate investing, business
strategies, stock market investment techniques, cash management,
asset protection and other financially oriented subjects.  WIN
also develops and sells educational resource materials, which it
prepares, to support its course offerings and for sale to the
general public.


WHITNEY INFORMATION: "Durham" Suit Dismissed in November 2008
-------------------------------------------------------------
Rodney Durham's complaint, on behalf of himself and all others
similarly situated, against Whitney Information Network, Inc.,
Russell A. Whitney and Nicholas S. Maturo was dismissed in
November 2008, according to company's Jan. 15, 2009 Form 10-K
filing with the U.S. Securities and Exchange Commission for the
fiscal year ended Dec. 31, 2008.

On Jan. 30, 2007, the company was served with a complaint by
Rodney Durham on behalf of himself and all others similarly
situated v. Whitney Information Network, Inc., Russell A.
Whitney and Nicholas S. Maturo, filed on Dec. 28, 2006, in the
U.S. District Court in the Middle District of Florida accusing
the company of securities violations.  

The complaint seeks damages for violations of federal securities
laws on behalf of all investors who acquired the company's stock
from Nov. 18, 2003 through and including Dec. 15, 2006.  

On Nov. 18, 2008, an order granting the defendants motion to
dismiss without prejudice was ordered by the court.

Whitney Information Network, Inc. provides post-secondary
educational and training courses for students throughout the
United States, the United Kingdom and Canada, interested in
learning about real estate and financial markets.  The company's
courses provide instruction in real estate investing, business
strategies, stock market investment techniques, cash management,
asset protection and other financially oriented subjects.  WIN
also develops and sells educational resource materials, which it
prepares, to support its course offerings and for sale to the
general public.


WHITNEY INFORMATION: Faces Consolidated Amended "Friedman" Suit
---------------------------------------------------------------
Whitney Information Network, Inc., on Dec. 8, 2008, was served a
consolidated amended class action complaint filed by Arnold
Friedman individually and on behalf of all others similarly
situated in the U.S. District Court in the Middle District of
Florida.

The amended complaint alleges violations of the federal
securities laws.

By an order dated Nov. 17, 2008, the Court granted the
defendants' motion to dismiss without prejudice the initial
complaint styled, "Durham v. Whitney Information Network, Inc.
et al.," filed by the plaintiffs on Dec. 28, 2006.

No further details regarding the action were disclosed by the
company in its Jan. 15, 2009 Form 10-K filing with the U.S.
Securities and Exchange Commission for the fiscal year ended
Dec. 31, 2008.

Whitney Information Network, Inc. provides post-secondary
educational and training courses for students throughout the
United States, the United Kingdom and Canada, interested in
learning about real estate and financial markets.  The company's
courses provide instruction in real estate investing, business
strategies, stock market investment techniques, cash management,
asset protection and other financially oriented subjects.  WIN
also develops and sells educational resource materials, which it
prepares, to support its course offerings and for sale to the
general public.


                   New Securities Fraud Cases

VMWARE INC: Holzer Holzer Announces Securities Fraud Suit Cutoff
----------------------------------------------------------------
     Holzer Holzer & Fistel, LLC reminds investors who purchased
or otherwise acquired the common stock of VMware, Inc. ("VMware"
or the "Company") (NYSE: VMW) between April 22, 2008 and July
22, 2008, inclusive (the "Class Period") of the upcoming January
23, 2009 deadline to seek a lead plaintiff appointment in the
class action filed in the United States District Court for the
Central District of California.

     The class action complaint charges that two of the
Company's senior officers, Diane B. Greene (former President and
CEO) and Mark S. Peek (CFO), violated the Securities Exchange
Act of 1934 and breached their fiduciary duties by making and/or
allowing false and misleading statements concerning the
Company's business, operations and prospects.

     Specifically, the defendants allegedly knew but recklessly
disregarded and failed to disclose to the investing public that:

       -- the Company was facing increasing competition and
          lower-priced rival products were lengthening the time
          it took for VMware to close deals;

       -- customers were taking longer to sign lucrative multi-
          year enterprise license agreements, and were instead
          signing smaller, short-term contracts; and

       -- as a result of the foregoing, defendants
          misrepresented the Company's business and future
          prospects.

     The complaint further charges that, during the Class
Period, Company insiders took advantage of the undisclosed
adverse information by collectively selling 86,541 shares of
their personally held VMware common stock for gross proceeds in
excess of $5.8 million.

For more details, contact:

          Michael I. Fistel, Jr., Esq., (mfistel@holzerlaw.com)
          Marshall P. Dees, Esq. (ormdees@holzerlaw.com)
          Holzer Holzer & Fistel, LLC
          Phone: (888) 508-6832
          Web site: http://www.holzerlaw.com


                            *********

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the Class Action Reporter.  Submissions
via e-mail to carconf@beard.com are encouraged.

Each Friday's edition of the CAR includes a section featuring
news on asbestos-related litigation and profiles of target
asbestos defendants that, according to independent research,
collectively face billions of dollars in asbestos-related
liabilities.    

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Class Action Reporter is a daily newsletter, co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland
USA.  Glenn Ruel S. Senorin, Stephanie T. Umacob, Gracele D.
Canilao, and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN 1525-2272.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
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Information contained herein is obtained from sources believed
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The CAR subscription rate is $575 for six months delivered via
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