«Case 1:16-cv-01528-CM Document 1 Filed 02129/16 Page 1 of 26 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK Case No. ON BEHALF OF ALL ...»
Case 1:16-cv-01528-CM Document 1 Filed 02129/16 Page 1 of 26
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
ON BEHALF OF ALL OTHERS SIMILARLY
SITUATED, CLASS ACTION COMPLAINT FOR
VIOLATIONS OF FEDERAL
PLAINTIFF, SECURITIES LAWSvs. JURY TRIAL DEMANDED G. WILLI-FOOD INTERNATIONAL LTD.,
GREGORY GURTOVOY, GIL HOCHBOIM,
ITAI LOEWENSTEIN, RAVIV SEGAL,
PAVEL BUBER, IRAM GREIVER, ILANADMON, and AYELET ELIAV, DEFENDANTS.
Plaintiff similarly situated, by his undersigned attorneys, for his complaint against Defendants, alleges the following based upon personal knowledge as to himself and his own acts, and information and belief as to all other matters, based upon, inter al/a, the investigation conducted by and through his attorneys, which included, among other things, a review of the defendants' public documents, conference calls and announcements made by defendants, United States Securities and Exchange Commission ("SEC") filings, wire and press releases published by and regarding Case 1:16-cv-01528-CM Document 1 Filed 02129/16 Page 2 of 26 G. Willi-Food International Ltd. ("0. Willi-Food" or the "Company"), analysts' reports and advisories about the Company, and information readily obtainable on the Internet. Plaintiff believes that substantial evidentiary support will exist for the allegations set forth herein after a reasonable opportunity for discovery.
NATURE OF THE ACTION
1. This is a federal securities class action on behalf of a class consisting of all persons other than Defendants (defined below) who purchased or otherwise acquired G. WilliFood securities between April 30, 2014 and February 18, 2016, both dates inclusive (the "Class Period"). Plaintiff seeks to recover compensable damages caused by Defendants' violations of the federal securities laws and to pursue remedies under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and Rule lOb-S promulgated
JURISDICTION AND VENUE
2. The claims asserted herein arise under and pursuant to §10(b) and 20(a) of the Exchange Act (15 U.S.C. §78j(b) and §78t(a)) and Rule lOb-S promulgated thereunder by the SEC (17 C.F.R. §240. lOb-S).
3. This Court has jurisdiction over the subject matter of this action under 28 U.S.C.
§133 1 and §27 of the Exchange Act.
4. Venue is proper in this District pursuant to §27 of the Exchange Act (15 U.S.C.
§78aa) and 28 U.S.C. §1391(b) as a significant portion of the Defendants' actions, and the subsequent damages, took place within this District.
S. In connection with the acts, conduct and other wrongs alleged in this Complaint, Defendants, directly or indirectly, used the means and instrumentalities of interstate commerce, including but not limited to, the United States mail, interstate telephone communications and the facilities of the national securities exchange.
6. Plaintiff, as set forth in the accompanying Certification, purchased G. Willi-Food securities at artificially inflated prices during the Class Period and was damaged upon the revelation of the alleged corrective disclosures.
7. Defendant G. Willi-Food develops, imports, exports, markets, and distributes over 600 food products worldwide. The Company markets and sells its food products to over 1,500 customers in Israel and around the world including large retail and private supermarket chains, wholesalers and institutional consumers. The Company is incorporated in Israel with principal executive offices located at 4 Nahal Harif St., Yavne, Israel 81106. G. Willi-Food's ordinary shares trades on the NASDAQ under the ticker symbol "WILC."
8. Defendant Gregory Gurtovoy ("Gurtovoy") has been a director of G. Willi-Food since July 28, 2015, the Co-Chairman of G. Willi-Food since July 30, 2015, and the sole Chairman of G. Willi-Food since January 18, 2016. Defendant Ourtovoy has also been the indirect controlling shareholder of G. Willi-Food since July 15, 2015.
9. Defendant Oil Hochboim ("Hochboim") was the Chief Executive Officer ("CEO") of G. Willi-Food from February 2012 until December 2014, and from March 3, 2015 until November 13, 2015. Defendant Hochboim was also the Chief Financial Officer ("CFO") of G. Willi-Food from July 2015 until November 13, 2015.
10. Defendant Itai Loewenstein ("Loewenstein") was the CFO of the Company from 2014 until July 2015.
11. Defendant Raviv Segal ("Segal") was the CFO of the Company from November 2012 until 2014.
12. Defendant Pavel Buber ("Buber") has been the CFO of the Company since November 13, 2015.
13. Defendant Tram Greiver ("Greiver") has been the CEO of the Company since December 2015.
14. Defendant Ilan Admon ("Admon") was the CEO of the Company from November 13, 2015 until Defendant Graiver assumed the position.
15. Defendant Ayelet Eliav ("Eliav") has been a director of the Company since May 17, 2012 and served as the Chair of the Audit Committee during the Class Period.
16. Defendants Gurtovoy, Hochboim, Loewenstein, Segal, Briber, Greiver, Admon, and Eliav are sometimes referred to herein as the "Individual Defendants."
17. Defendant G. Willi-Food and the Individual Defendants are referred to herein, collectively, as the "Defendants."
18. On April 30, 2014, the Company filed a Form 20-F for the fiscal year ended December 31, 2013 (the "2013 20-F") with the SEC, which provided the Company's year-end financial results and position and stated that the Company's internal control over financial reporting was effective as of December 31, 2013. The 2013 20-F was signed by Defendant Hochboim. The 2013 20-F also contained signed certifications pursuant to the Sarbanes-Oxley Act of 2002 ("SOX") by Defendants Hochboim and Segal attesting to the accuracy of financial reporting, effectiveness of internal controls, and that all fraud was disclosed.
19. The 2013 20-F stated that the Company abides by a "Code of Ethics" which is
available for review at the Company's website, stating in part:
A copy of the Code of Ethics for the Company that applies to all directors, officers and other employees of the Company is available for review on the Company's website at www.willi-food.com.
This Code of Ethics for directors, officers and employees has been adopted by the Board of Directors of G. Willi-Food International Ltd. (the "Corporation") to promote honest and ethical conduct, proper disclosure of information in the Corporation's periodic reports, and compliance with applicable governmental laws, rules, and regulations by the Corporation's directors, officers and employees.
Principles and Practices.
In performing his or her duties, each director, officer and employee must:
1. maintain high standards of honest and ethical conduct and avoid any actual or apparent conflicts of interest between personal and professional relationships;
2. report to the Audit Committee of the Board of Directors any conflict of interest that may arise and any material transaction or relationship that reasonably could be expected to give rise to a conflict;
3. provide, or cause to be provided, full, fair, accurate, timely, and understandable disclosure in reports and documents that the Corporation files with or submits to the Securities and Exchange Commission and in other public communications;
4. comply and take all reasonable actions to cause others to comply with applicable governmental laws, rules, and regulations; and
5. promptly report violations of this Code to the Audit Committee. Directors, officers and employees must also comply with other guidelines, policies and procedures of the Corporation, as adopted and/or amended from time to time.
Any request for a waiver of any provision of this Code for a director or employee must be in writing and addressed to the Board of Directors.
Compliance and Accountability.
The Audit Committee will assess compliance with this Code, report material violations to the Board of Directors, and recommend to the Board appropriate
21. On April 30, 2015, the Company filed a Form 20-F for the fiscal year ended December 31, 2014 (the "2014 20-F") with the SEC, which provided the Company's year-end financial results and position and stated that the Company's internal control over financial reporting was effective as of December 31, 2014. The 2014 20-F was signed by Defendant Hochboim. The 2014 20-F also contained signed SOX certifications by Defendants Hochboim and Loewenstein attesting to the accuracy of financial reporting, effectiveness of internal controls, and that all fraud was disclosed.
22. On July 16, 2015, the Company filed a Form 6-K with the SEC announcing that director Oleksandr Granovskyi sold his controlling interest in the Company to Defendant
Gurtovoy, stating in part:
G. Willi-Food International Ltd. (the "Company") announced that its indirectly controlling shareholder, B.S.D. Crown Ltd. ("LSD"), reported today that, effective July 15, 2015, the ultimate controlling shareholder of BSD (who is also the ultimate controlling shareholder of the Company), Oleksandr Granovskyi, has sold his controlling interest to Gregory Gurtovoy, a citizen of Israel residing in the Ukraine.
According to the announcement by BSD, which is listed on the London Stock
Exchange, the following shares were sold to Mr. Gurtovoy:
23. On July 28, 2015, the Company filed a Form 6-K with the SEC announcing that the Board has appointed Defendant Gurtovoy as a new member of the Board effective
immediately, stating in part:
G. WILLI-FOOD ANNOUNCES APPOINTMENT OF NEW DIRECTORS
YAVNE, Israel - July 28, 2015 - G. Willi-Food International Ltd. (NASDAQ:
WILC) (the "Company" or "Will-Food"), a global company that specializes in the development, marketing and international distribution of kosher foods, announced today that the Company's Board of Directors (the "Board") has appointed Mr. Gregory Gurtovoy and Mr. Oleksander Avdyeyev as new members of the Board, effective immediately.
Mr. Gurtovoy is the indirect controlling shareholder of the Company and, in addition, serves as Chairman of the Supervisory Board of Platinum Bank, a retail bank located in the Ukraine, and is Managing Partner of GHP Group Investment Bank, a privately-held investment bank located in the Ukraine. He earned an MBA from both Moscow University of the National Economy and the St.
Petersburg Civil Aviation Academy, both of which are in Russia, and a PhD in economics from the National Civil Aviation University in Kiev, Ukraine.
24. On July 30, 2015, the Company filed a Form 6-K with the SEC announcing the
appointment of Defendant Gurtovoy as Co-Chairman, stating in part:
G. WILLI-FOOD ANNOUNCES CHANGES IN BOARD OF DIRECTORS
YAVNE, Israel - July 30, 2015 - G. Willi-Food International Ltd. (NASDAQ:
WILC) (the "Company" or "Willi-Food"), a global company that specializes in the development, marketing and international distribution of kosher foods, announced today that the Company's Board of Directors (the "Board") has appointed Mr. Gregory Gurtovoy, the indirect controlling shareholder of the
Company, as Co-Chairman of the Board together with Mr. Zvi Williger, who already serves as Chairman.
In addition, Mr. Alexander Granovskyi, the former indirect controlling shareholder of the Company, has resigned from the Board of Directors. The Board thanked Mr. (I}ranovskyi for his service.
25. On August 18, 2015, the Company filed a Form 6-K with the SEC disclosing its second quarter financial results for the period ended June 30, 2015 ("2015 2Q"). The 2015 2Q,
signed by Defendant Hochboim, stated in part:
G. WILLI-FOOD REPORTS Q2 2015 FINANCIAL RESULTS
YAVNE, Israel - August 18, 2015 - G. Willi-Food International Ltd. (NASDAQ:
WILC) (the "Company" or "Willi-Food"), a global company that specializes in the development, marketing and international distribution of kosher foods, today announced its unaudited financial results for the second quarter and the sixmonths ended June 30, 2015.
• Second Quarter Fiscal 2015 Highlights (income statement highlights
compared to same period last year):
• Sales decreased 10.1% from second quarter of 2014 to NIS 71.2 million (US$
• Gross profit decreased 24.7% from second quarter of 2014 to NIS 15.5 million (US$ 4.1 million), or 21.8% of sales
• Operating income decreased 42.1% from second quarter of 2014 to NIS 3.2 million (US$ 0.9 million), or 4.5% of sales. Net loss of NIS 0.2 million (US$ 0.04 million), or 0.2% of sales
• Cash and securities balance (net of short-term bank debt) of NIS 229.8 million (US$ 61.0 million) as of June 30, 2015 Willi-Food's operating divisions include Willi-Food, a distributor of a broad variety of kosher foods, and its wholly-owned subsidiary Gold Frost, a designer, developer and distributor of branded and innovative kosher dairy food products.
Sales for the second quarter of 2015 decreased by 10.1% to NIS 71.2 million (US$ 18.9 million) from NIS 79.2 million (US$ 21.0 million) recorded in the second quarter of 2014. Sales decreased in the second quarter of 2015 primarily due to overall market decline in food product consumption by the Israeli consumer.