Autodesk 2008 Annual Report Download - page 101

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ITEM 3. LEGAL PROCEEDINGS
On August 26, 2005, Telstra Corporation Limited (“Telstra”) filed suit in the Federal Court of Australia,
Victoria District Registry against Autodesk Australia Pty Ltd. (“AAPL”) seeking partial indemnification for
claims filed against Telstra by SpatialInfo Pty Limited relating to Telstra’s use of certain software in the
management of its computer based cable plant records system. On December 12, 2005, SpatialInfo added AAPL
as a defendant to its lawsuit against Telstra. In February 2008, the parties agreed to settle all outstanding claims
and dismiss the action. The final resolution of the litigation did not have a material effect on Autodesk’s results
of operations, cash flows or financial position in a particular period.
During the fourth quarter of fiscal 2007, three stockholder derivative lawsuits were filed against Autodesk
and certain of the Company’s current and former directors and officers relating to its historical stock option
practices and related accounting. On November 20, 2006, the Company and certain of its current and former
members of the Board were sued in United States Federal District Court for the Northern District of California in
a stockholder derivative action, entitled “Giles v. Bartz, et al.,” Case No. C06-8175 (the “Giles Case”). On
December 29, 2006, the Company, certain of its current and former members of the Board, and certain current
and past executive officers were sued in United States Federal District Court for the Northern District of
California in a stockholder derivative action, entitled “Campion v. Sutton, et al.,” Case No. C06-07967. This
lawsuit was consolidated into the previously mentioned Giles case and later voluntarily dismissed by the plaintiff
on January 31, 2007. On January 9, 2007, the Company, certain of its current and former members of the Board,
and certain current and former executive officers were sued in the Superior Court for the State of California,
County of Marin in a stockholder derivative action, entitled “Koerner v. Bartz, et al.,” Case No. CV-070112 (the
“Koerner Case”). The plaintiff in the Giles Case filed an amended and restated complaint on December 3, 2007
and the plaintiff in the Koerner Case filed an amended and restated complaint on December 7, 2007. Autodesk
cannot determine the final financial impact of these matters based on the facts known at this time. However, it is
possible that an unfavorable resolution of the matters could occur and materially affect its future results of
operations, cash flows or financial position in a particular period.
In connection with Autodesk’s anti-piracy program, designed to enforce copyright protection of the
Company’s software and conducted both internally and through the Business Software Alliance (“BSA”), from
time to time Autodesk undertakes litigation against alleged copyright infringers or provides information to
criminal justice authorities to conduct actions against alleged copyright infringers. Such lawsuits have led to
counter claims alleging improper use of litigation or violation of other local law and have recently increased in
frequency, especially in Latin America.
In addition, Autodesk is involved in legal proceedings from time to time arising from the normal course of
business activities including claims of alleged infringement of intellectual property rights, commercial,
employment, piracy prosecution and other matters. In the Company’s opinion, resolution of pending matters is
not expected to have a material adverse effect on its consolidated results of operations, cash flows or its financial
position. However, it is possible that an unfavorable resolution of one or more such proceedings could in the
future materially affect its future results of operations, cash flows or financial position in a particular period.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At our Special Meeting of Stockholders held on November 6, 2007, the following proposal was approved by
the stockholders.
Votes For
Votes
Against Abstentions
Broker
Non-Votes
Proposal to approve Autodesk’s 2008 Employee Stock Plan and
the reservation of 16.5 million shares of Autodesk’s common
stock, plus a number of additional shares equal to that number
of shares cancelled on expiration of the 2006 Employee Stock
Plan in March 2008 (not to exceed 1.0 million shares), for
issuance thereunder. .................................. 150,905,489 34,647,206 1,634,751 —
25
2008 Annua
l Report