The Complaint names United Western, certain of the Company' current executive officers and directors, auditors, and investment advisors as defendants. On September 17, 2009, defendants consummated the Offering pursuant to a false and misleading registration statement, selling 20 million shares of United Western common stock at $4.00 per share, for proceeds of $80 million. United Western also received additional gross proceeds of $7.8 million (1,961,325 shares issued at $4.00/share) as a result of the partial exercise of the over-allotment option to purchase additional shares granted to the underwriters. The registration statement incorporated, among other documents, United Western' reported financial results and 10-K/A for 2008 and the reported financial results and 10-Q for the second quarter of 2009.
The Complaint alleges that the true facts which were omitted from the registration statement were: (1) United Western' mortgage backed securities ("MBSs") and collateralized mortgage obligations ("CMOs") were impaired to a far greater extent than the Company had disclosed; (2) defendants failed to properly record losses for other than temporary impairment ("OTTI") in United Western' non-agency MBSs and CMOs; (3) the Company' internal controls were inadequate to prevent the Company from improperly reporting its impaired assets; and (4) the Company' capital base was not adequate in light of the impairment of its assets.
United Western ultimately announced multi-million dollar impairments in its investment securities portfolio, specifically in MBSs and CMOs, causing the price of its common stock to plummet. In turn, on January 21, 2011, the Federal Deposit Insurance Corporation ("FDIC") was appointed as receiver for United Western Bank by the Office of Thrift Supervision ("OTS") under the Federal Deposit Insurance Act.
