 Plaintiffs alleged that at the time of the offering, Cerion was a manufacturer of aluminum disk substrates, the metallic platforms for thin film disks used in computer hard disk drives; in 1995, substrate sales comprised about 95% of Cerion's total sales; prior to the offering, Cerion was informed it was being eliminated as a supplier by its two major customers, StorMedia and HMT; and defendants completed the offering without disclosing these material facts in the registration statement and prospectus.  Plaintiffs asserted that such omissions were material to Cerion's business and to its prospective investors because StorMedia and HMT accounted for 86% of Cerion's sales in 1995 and 84% of sales in the first three months of 1996, yet the prospectus represented that Cerion's business was rapidly expanding, sofast that Cerion "might not be able to expand fast enough to accommodate the demand for Cerion's products." 

The subject complaint further asserted that at the time of the offering, StorMedia was largely dependent upon purchases by another business entity, Maxtor Corporation (Maxtor) which, in 1995, comprised 45% of StorMedia's net sales.  On November 17, 1995, StorMedia had entered into a written supply agreement with Maxtor to manufacture "media," rigid thin film magnetic discs which store information, for use in Maxtor's hard disc drives.  Aluminum substrates, like those manufactured by Cerion, are the platforms for these thin film discs.  On November 17, 1995, and thereafter, StorMedia's product had to be qualified by a specific date and in conjunction with other specific components so that Maxtor could provide hard