UNITED STATES DISTRICT COURT 

DISTRICT OF NEW HAMPSHIRE 

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IRVING S. BRAUN, individually and on behalf 

of all others similarly situated, 

 Plaintiff, 

v. 

GT SOLAR INTERNATIONAL, INC., et al., 

 Defendants. 

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Civil No.: 08-cv-00312 

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ANSWER OF DEFENDANT PIPER JAFFRAY & CO. 

TO THE CONSOLIDATED AMENDED COMPLAINT

Defendant Piper Jaffray & Co. (“Piper”), through its attorneys, answers Plaintiff’s 

December 22, 2008 Consolidated Class Action Complaint (the “Complaint”) as follows: 

1. Piper denies the allegations in paragraph 1 of the Complaint, except admits that (i) 

GT Solar International, Inc. (“GT Solar” or the “Company”) conducted an initial public offering 

on July 24, 2008 (the “IPO”) and filed a registration statement on July 23, 2008, and a prospectus 

on July 24, 2008 (the “Prospectus”) (collectively, the “Registration Statement”); and (ii) Plaintiff 

asserts putative class-action claims on behalf of all persons or entities who purchased or 

otherwise acquired GT Solar common stock pursuant or traceable to the Registration Statement. 

2. Piper admits the allegations in the first two sentences in paragraph 2 of the 

Complaint, except denies knowledge or information sufficient to form a belief as to the truth or 

falsity of the allegations in the third sentence. 

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3. Piper denies the allegations in paragraph 3 of the Complaint, and respectfully 

refers the Court to the Registration Statement for a true and complete statement of its contents. 

4. Piper denies the allegations in paragraph 4 of the Complaint, except admits that 

LDK issued a press release on July 25, 2008, to which Piper respectfully refers the Court for a 

true and complete statement of its contents. 

5. Piper denies the allegations in paragraph 5 of the Complaint, except admits that 

GT Solar’s share intra-day trading price was $9.30 at one point on July 25, 2008, and that GT 

Solar’s stock price closed at $12.59 that day. 

6. Piper denies knowledge or information sufficient to form a belief as to the truth or 

falsity of the allegations in paragraph 6 of the Complaint, except admits that (i) GT Solar 

provides technology, turnkey, and equipment solutions to companies involved in the solar 

photovoltaic industry, and its principal products are directional solidification systems (“DSS”) 

furnaces, chemical vapor deposition (“CVD”) reactors, and related equipment; (ii) DSS furnaces 

melt polysilicon and cast multicrystalline ingots from which solar wafers are made; and (iii) 

CVD reactors are used to react gases at high temperatures and pressures to produce polysilicon, 

the primary raw material used in solar cells. 

7. Piper denies the allegations in paragraph 7 of the Complaint, and respectfully 

refers the Court to the Prospectus for a true and complete statement of its contents. 

8. Piper denies the allegations in paragraph 8 of the Complaint, and respectfully 

refers the Court to the Registration Statement for a true and complete statement of its contents. 

9. Piper denies the allegations in paragraph 9 of the Complaint, and respectfully 

refers the Court to the Prospectus for a true and complete statement of its contents. 

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10. Piper denies the allegations in paragraph 10 of the Complaint, and respectfully 

refers the Court to the Registration Statement for a true and complete statement of its contents. 

11. Piper denies the allegations in paragraph 11 of the Complaint, and respectfully 

refers the Court to the Registration Statement for a true and complete statement of its contents. 

12. Piper denies the allegations in paragraph 12 of the Complaint, and respectfully 

refers the Court to the Registration Statement for a true and complete statement of its contents. 

13. Piper denies the allegations in paragraph 13 of the Complaint, except admits that 

(i) GT Solar entered into equipment and technology purchase contracts with LDK beginning in 

June 2005; (ii) LDK accounted for 62% of GT Solar’s revenue during the fiscal year ending 

March 31, 2008; and (iii) GT Solar recorded a profit for that year. 

14. Piper denies the allegations in paragraph 14 of the Complaint, and respectfully 

refers the Court to the Registration Statement for a true and complete statement of its contents. 

15. Piper denies knowledge or information sufficient to form a belief as to the truth or 

falsity of the allegations in paragraph 15 of the Complaint. 

16. Piper denies knowledge or information sufficient to form a belief as to the truth or 

falsity of the allegations in paragraph 16 of the Complaint, except admits that on April 7, 2008, 

LDK filed with the SEC a 2007 Annual Report on Form 20-F and respectfully refers the Court to 

that Annual Report for a true and complete statement of its contents. 

17. Piper denies knowledge or information sufficient to form a belief as to the truth or 

falsity of the allegations in paragraph 17 of the Complaint, except admits that as of December 31, 

2007, LDK had current DSS furnace equipment purchase orders with GT Solar, and respectfully 

refers the Court to LDK’s 2007 Annual Report for a true and complete statement of its contents. 

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18. Piper denies knowledge or information sufficient to form a belief as to the truth or 

falsity of the allegations in paragraph 18 of the Complaint, and respectfully refers the Court to 

LDK’s 2007 Annual Report for a true and complete statement of its contents. 

19. Piper denies the allegations in paragraph 19 of the Complaint, and respectfully 

refers the Court to the Registration Statement for a true and complete statement of its contents. 

20. Piper denies the allegations in paragraph 20 of the Complaint, except admits that 

LDK issued a press release on July 25, 2008, and respectfully refers the Court to that press 

release for a true and complete statement of its contents. 

21. Piper denies the allegations in paragraph 21 of the Complaint, except (i) admits 

that GT Solar’s share intra-day trading price was $9.30 at one point on July 25, 2008, and that 

GT Solar’s stock price closed at $12.59 that day; and (ii) denies knowledge or information 

sufficient to form a belief as to the truth or falsity of Plaintiff’s allegation regarding the volume 

of trading in GT Solar’s stock. 

22. Piper denies the allegations in paragraph 22 of the Complaint, except admits that 

GT Solar issued a press release on July 25, 2008, and respectfully refers the Court to that press 

release for a true and complete statement of its contents. 

23. Piper avers that paragraph 23 of the Complaint states a legal conclusion to which 

no responsive pleading is required. 

24. Piper avers that paragraph 24 of the Complaint states a legal conclusion to which 

no responsive pleading is required. 

25. Piper avers that paragraph 25 of the Complaint states a legal conclusion to which 

no responsive pleading is required, except admits that GT Solar’s principal executive offices are 

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located in the District of New Hampshire at 243 Daniel Webster Highway in Merrimack, New 

Hampshire. 

26. Piper denies the allegations in paragraph 26 of the Complaint. 

27. Piper denies the allegations in paragraph 27 of the Complaint, except denies 

knowledge or information sufficient to form a belief as to the truth or falsity of the allegations 

regarding plaintiffs’ stock purchases. 

28. Piper avers that in paragraph 28 of the Complaint states a legal conclusion to 

which no responsive pleading is required, except admits that GT Solar is a Delaware corporation 

with its executive offices and principal place of business in Merrimack, New Hampshire. 

29. Piper denies the allegations in paragraph 29 of the Complaint, except admits that 

Defendant Thomas M. Zarrella was appointed Chief Executive Officer and a director of GT 

Solar in April 2007 after joining GT Solar as President and Chief Operating Officer in August 

2004. 

30. Piper denies the allegations in paragraph 30 of the Complaint, except admits that 

Defendant J. Bradford Forth has served as a director of GT Solar since March 2006 and as 

Chairman of the Board since January 2007, and as a partner in GFI Energy Ventures LLC since 

2006. 

31. Piper denies the allegations in paragraph 31 of the Complaint, except admits that 

Defendant Ernest L. Godshalk has served as a director of GT Solar since July 2006. 

32. Piper denies the allegations in paragraph 32 of the Complaint, except admits that 

Defendant J. Michal Conaway has served as a director of GT Solar since May 2008. 

33. Piper denies the allegations in paragraph 33 of the Complaint, except admits that 

Defendant Fusen E. Chen has served as a director of GT Solar since May 2008. 

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34. Piper denies the allegations in paragraph 34 of the Complaint, except admits that 

Defendant Richard K. Landers has served as a director of GT Solar since March 2006, is a 

founding partner of GFI, and is on the management committee of OCM/GFI Power 

Opportunities II, L.P. and OCM/GFI Power Opportunities II (Cayman) L.P. (collectively the 

“OCM/GFI Funds”), which is the managing member of GT Holdings. 

35. Piper denies the allegations in paragraph 35 of the Complaint, except admits that 

Defendant Robert W. Woodbury, Jr. was appointed Chief Financial Officer of GT Solar in 

January 2008. 

36. Piper denies the allegations in paragraph 36 of the Complaint, except admits that 

Defendant Edwin L. Lewis was appointed Vice President and General Counsel of GT Solar in 

November 2007 and was appointed Secretary of GT Solar in February 2008. 

37. Piper denies the allegations in paragraph 37 of the Complaint, except admits that 

Defendant Richard E. Johnson is the Vice President, Finance and Corporate Controller of GT 

Solar. 

38. Piper avers that the statement in paragraph 38 does not require a responsive 

pleading. 

39. Piper avers that the statement in paragraph 39 does not require a responsive 

pleading. 

40. Piper denies knowledge or information sufficient to form a belief as to the truth or 

falsity of the allegations in paragraph 40 of the Complaint, except admits that Credit Suisse 

Securities (USA) LLC (“Credit Suisse”) acted as an underwriter in connection with GT Solar’s 

IPO. 

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41. Piper denies knowledge or information sufficient to form a belief as to the truth or 

falsity of the allegations in paragraph 41 of the Complaint, except admits that UBS Securities 

LLC (“UBS”) acted as an underwriter in connection with GT Solar’s IPO. 

42. Piper denies knowledge or information sufficient to form a belief as to the truth or 

falsity of the allegations in paragraph 42 of the Complaint, except admits that Banc of America 

Securities LLC (“BAS”) acted as an underwriter in connection with GT Solar’s IPO. 

43. Piper denies knowledge or information sufficient to form a belief as to the truth or 

falsity of the allegations in paragraph 43 of the Complaint, except admits that Deutsche Bank 

Securities Inc. (“Deutsche Bank”) acted as an underwriter in connection with GT Solar’s IPO. 

44. Piper admits the allegations in paragraph 44 of the Complaint, except denies that 

Piper acted as a financial advisor to GT Solar. 

45. Piper denies knowledge or information sufficient to form a belief as to the truth or 

falsity of the allegations in paragraph 45 of the Complaint, except admits that Thomas Weisel 

Partners LLC (“Thomas Weisel”) acted as an underwriter in connection with GT Solar’s IPO. 

46. Piper avers that the statement in paragraph 46 of the Complaint does not require a 

responsive pleading. 

47. Piper admits the allegations in paragraph 47 of the Complaint, and respectfully 

refers the court to GT Solar’s Form 424B4 for a true and complete statement of its contents. 

48. Piper denies knowledge or information sufficient to form a belief as to the truth or 

falsity of the allegations in paragraph 48 of the Complaint, except admits (i) the allegations in the 

first sentence of paragraph 48, (ii) that GT Holdings owned 142,290,000 shares of GT Solar’s 

common stock before the IPO, representing a 99.9% voting interest in GT Solar, and (iii) that 

following the IPO, GT Holdings had a 78.3% voting interest in GT Solar. 

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49. Piper denies knowledge or information sufficient to form a belief as to the truth or 

falsity of the allegations in paragraph 49 of the Complaint, except admits that (i) GFI Energy 

Ventures (“GFI”) is a Delaware limited liability corporation with its principal place of business 

in Los Angeles, California; and (ii) GFI is a private equity investment firm focused on the energy 

sector. 

50. Piper denies knowledge or information sufficient to form a belief as to the truth or 

falsity of the allegations in paragraph 50 of the Complaint, except admits that (i) Oaktree Capital 

Management (“Oaktree”) is a Delaware limited partnership with its principal place of business in 

Los Angeles, California; and (ii) Oaktree is a global alternative and non-traditional investment 

manager. 

51. Piper admits the allegations in Paragraph 51 of the Complaint. 

52. Piper avers that the statement in paragraph 52 of the Complaint does not require a 

responsive pleading. 

53. Piper denies knowledge or information sufficient to form a belief as to the truth or 

falsity of the allegations in paragraph 53 of the Complaint, except admits that (i) Richard K. 

Landers and J. Bradford Forth are both partners at GFI and both served on GT Solar’s Board of 

Directors at the completion of the IPO, and (ii) GT Holdings owned 99.9% of GT Solar shares 

before the IPO, and 78.3% of the shares after the IPO. 

54. Piper denies knowledge or information sufficient to form a belief as to the truth or 

falsity of the allegations in paragraph 54 of the Complaint. 

55. Piper denies knowledge or information sufficient to form a belief as to the truth or 

falsity of the allegations in paragraph 55 of the Complaint regarding the identity of or statements 

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allegedly made by Confidential Witness 1 (“CW1”), and otherwise denies the allegations in 

paragraph 55 of the Complaint. 

56. Piper denies knowledge or information sufficient to form a belief as to the truth or 

falsity of the allegations in paragraph 56 of the Complaint regarding the identity of or statements 

allegedly made by Confidential Witness 2 (“CW2”), and otherwise denies the allegations in 

paragraph 56 of the Complaint. 

57. Piper denies knowledge or information sufficient to form a belief as to the truth or 

falsity of the allegations in paragraph 57 of the Complaint regarding the identity of or statements 

allegedly made by Confidential Witness 3 (“CW3”), and otherwise denies the allegations in 

paragraph 57 of the Complaint. 

58. Piper denies knowledge or information sufficient to form a belief as to the truth or 

falsity of the allegations in paragraph 58 of the Complaint regarding the identity of or statements 

allegedly made by Confidential Witness 4 (“CW4”), and otherwise denies the allegations in 

paragraph 58 of the Complaint. 

59. Piper denies knowledge or information sufficient to form a belief as to the truth or 

falsity of the allegations in paragraph 59 of the Complaint regarding the identity of or statements 

allegedly made by Confidential Witness 5 (“CW5”), and otherwise denies the allegations in 

paragraph 59 of the Complaint. 

60. Piper denies knowledge or information sufficient to form a belief as to the truth or 

falsity of the allegations in paragraph 60 of the Complaint regarding the identity of or statements 

allegedly made by Confidential Witness 6 (“CW6”), and otherwise denies the allegations in 

paragraph 60 of the Complaint. 

61. Piper denies the allegations in paragraph 61 of the Complaint. 

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62. Piper denies the allegations in paragraph 62 of the Complaint. 

63. Piper denies knowledge or information sufficient to form a belief as to the truth or 

falsity of the allegations in paragraph 63 of the Complaint as to the identity of, and statements 

allegedly made by, CW1, and otherwise denies the allegations of paragraph 63 of the Complaint. 

64. Piper denies knowledge or information sufficient to form a belief as to the truth or 

falsity of the allegations in paragraph 64 of the Complaint as to the identity of, and statements 

allegedly made by, CW5, and otherwise denies the allegations of paragraph 64 of the Complaint. 

65. Piper denies knowledge or information sufficient to form a belief as to the truth or 

falsity of the allegations in paragraph 65 of the Complaint as to the identity of, and statements 

allegedly made by, CW3, and otherwise denies the allegations of paragraph 65 of the Complaint. 

66. Piper denies knowledge or information sufficient to form a belief as to the truth or 

falsity of the allegations in paragraph 66 of the Complaint as to the identity of, and statements 

allegedly made by, CW3, and otherwise denies the allegations of paragraph 66 of the Complaint. 

67. Piper denies knowledge or information sufficient to form a belief as to the truth or 

falsity of the allegations in paragraph 67 of the Complaint as to the identity of, and statements 

allegedly made by, CW6, and otherwise denies the allegations of paragraph 67 of the Complaint. 

68. Piper denies knowledge or information sufficient to form a belief as to the truth or 

falsity of the allegations in paragraph 68 of the Complaint as to the identity of, and statements 

allegedly made by, CW3, CW4, and CW6, and otherwise denies the allegations of paragraph 68 

of the Complaint. 

69. Piper denies knowledge or information sufficient to form a belief as to the truth or 

falsity of the allegations in paragraph 69 of the Complaint as to the identity of, and statements 

allegedly made by, CW4, and otherwise denies the allegations of paragraph 69 of the Complaint. 

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70. Piper denies knowledge or information sufficient to form a belief as to the truth or 

falsity of the allegations in paragraph 70 of the Complaint as to the identity of, and statements 

allegedly made by, CW4, and otherwise denies the allegations of paragraph 70 of the Complaint. 

71. Piper denies knowledge or information sufficient to form a belief as to the truth or 

falsity of the allegations in paragraph 71 of the Complaint as to the identity of, and statements 

allegedly made by, CW3 and CW4, and otherwise denies the allegations of paragraph 71 of the 

Complaint. 

72. Piper denies the allegations in paragraph 72 of the Complaint. 

73. Piper denies knowledge or information sufficient to form a belief as to the truth or 

falsity of the allegations in paragraph 73 of the Complaint as to the identity of, and statements 

allegedly made by, CW2, and otherwise denies the allegations of paragraph 73 of the Complaint. 

74. Piper denies knowledge or information sufficient to form a belief as to the truth or 

falsity of the allegations in paragraph 74 of the Complaint as to the identity of, and statements 

allegedly made by, CW5, and otherwise denies the allegations of paragraph 74 of the Complaint. 

75. Piper denies knowledge or information sufficient to form a belief as to the truth or 

falsity of the allegations in paragraph 75 of the Complaint as to the identity of, and statements 

allegedly made by, CW5, and otherwise denies the allegations of paragraph 75 of the Complaint. 

76. Piper denies knowledge or information sufficient to form a belief as to the truth or 

falsity of the allegations in paragraph 76 of the Complaint as to the identity of, and statements 

allegedly made by, CW4, and otherwise denies the allegations of paragraph 76 of the Complaint. 

77. Piper denies knowledge or information sufficient to form a belief as to the truth or 

falsity of the allegations in paragraph 77 of the Complaint as to the identity of, and statements 

allegedly made by, CW3, and otherwise denies the allegations of paragraph 77 of the Complaint. 

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78. Piper denies knowledge or information sufficient to form a belief as to the truth or 

falsity of the allegations in paragraph 78 of the Complaint as to the identity of, and statements 

allegedly made by, CW3, and otherwise denies the allegations of paragraph 78 of the Complaint. 

79. Piper denies knowledge or information sufficient to form a belief as to the truth or 

falsity of the allegations in paragraph 79 of the Complaint as to the identity of, and statements 

allegedly made by, CW3, and otherwise denies the allegations of paragraph 79 of the Complaint. 

80. Piper denies the allegations in paragraph 80 of the Complaint, and respectfully 

refers the Court to the Registration Statement for the identities of those who signed it. 

81. Piper denies the allegations in paragraph 81 of the Complaint. 

82. Piper denies the allegations in paragraph 82 of the Complaint. 

83. Piper denies the allegations in paragraph 83 of the Complaint. 

84. Piper denies the allegations in paragraph 84 of the Complaint. 

85. Piper states that the allegation contained in paragraph 85 of the Complaint 

purports to state a legal conclusion to which no responsive pleading is required. To the extent a 

responsive pleading is required, Piper denies the allegations in paragraph 85 of the Complaint. 

86. Piper denies the allegations in paragraph 86 of the Complaint, except admits that 

Plaintiff purports to bring a class action pursuant to Federal Rules of Civil Procedure 23(a) and 

(b)(3). 

87. Piper denies knowledge or information sufficient to form a belief as to the truth or 

falsity of the allegations in paragraph 87 of the Complaint, except admits that (i) GT Solar has 

more than 30 million shares of stock outstanding; (ii) GT Solar stock is actively traded on the 

NASDAQ; and (iii) record owners may be identified through records maintained by GT Solar or 

its transfer agent. 

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88. Piper denies knowledge or information sufficient to form a belief as to the truth or 

falsity of the allegations in paragraph 88 of the Complaint, except denies that Defendants’ 

conduct was wrongful or violated the federal securities laws. 

89. Piper denies knowledge or information sufficient to form a belief as to the truth or 

falsity of the allegations in paragraph 89 of the Complaint. 

90. Piper avers that the allegations contained in paragraph 90 of the Complaint 

purport to state a legal conclusion to which no responsive pleading is required. To the extent a 

response is required, Piper denies the allegations in paragraph 90 of the Complaint. 

91. Piper denies the allegations in paragraph 91 of the Complaint. 

COUNT I 

Violations of Section 11 of the Securities Act 

Against Defendants GT Solar, the Individual Defendants, 

and the Underwriter Defendants 

92. Piper repeats and realleges its responses to paragraphs 1 through 91 as if fully set 

forth herein. 

93. Piper avers that the statement in paragraph 93 of the Complaint does not require a 

responsive pleading. To the extent a response is required, the allegation is denied. 

94. Piper avers that the allegations in paragraph 94 of the Complaint purport to state 

legal conclusions to which no responsive pleading is required, except Piper denies the first 

sentence of paragraph 94. To the extent that a response is required, Piper denies the remaining 

allegations. 

95. Piper denies the allegations in paragraph 95 of the Complaint. 

96. Piper denies the allegations in paragraph 96 of the Complaint, except admits that 

GT Solar was the registrant for the IPO. 

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97. Piper denies the allegations in paragraph 97 of the Complaint, and respectfully 

refers the Court to the Registration Statement for the identities of those who signed the it. 

98. Piper avers that the allegations in the first sentence of paragraph 98 of the 

Complaint purport to state a legal conclusion to which no responsive pleading is required, and 

denies the remaining allegations in paragraph 98 of the Complaint. 

99. Piper denies the allegations in paragraph 99 of the Complaint, except admits that 

the Director Defendants were directors of GT Solar when they signed the Registration statement. 

100. Piper avers that the allegations in the first sentence of paragraph 100 of the 

Complaint purport to state a legal conclusion to which no responsive pleading is required, and 

denies the remaining allegations in paragraph 100 of the Complaint. 

101. Piper avers that the allegations in the first sentence of paragraph 101 of the 

Complaint purport to state a legal conclusion to which no responsive pleading is required, and 

denies the remaining allegations in paragraph 101 of the Complaint. To the extent that the first 

sentence of paragraph 101 requires a responsive pleading, Piper denies the allegations. 

102. Piper denies the allegations in paragraph 102 of the Complaint. 

103. Piper denies the allegations in paragraph 103 of the Complaint. 

104. Piper denies the allegations in paragraph 104 of the Complaint, except admits that 

less than one year elapsed between when the Registration Statement became effective and the 

filing of the first complaint asserting claims arising from the IPO. 

105. Piper denies the allegations in paragraph 105 of the Complaint. 

106. Piper denies the allegations in paragraph 106 of the Complaint. 

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COUNT II 

Violations of Section 12(a)(2) of the 1933 Act Against the Underwriter Defendants 

107. Piper repeats and realleges its responses to paragraphs 1 through 106 as if fully set 

forth herein. 

108. Piper avers that the statement in paragraph 108 of the Complaint does not require 

a responsive pleading. To the extent a response is required, Piper denies the allegations. 

109. Piper denies the first sentence of paragraph 109 of the Complaint, and avers that 

the remaining allegations purport to state legal conclusions to which no responsive pleading is 

required. To the extent that a response is required, Piper denies the remaining allegations. 

110. Piper avers that the allegations in paragraph 110 of the Complaint purport to state 

a legal conclusion to which no responsive pleading is required, except Piper admits that the 

Underwriter Defendants solicited purchases of and transferred title to GT Solar shares, but denies 

the remaining allegations in paragraph 110 of the Complaint. 

111. Piper denies the allegations in paragraph 111 of the Complaint. 

112. Piper denies the allegations in paragraph 112 of the Complaint. 

113. Piper avers that the statement in paragraph 113 of the Complaint does not require 

a responsive pleading. 

114. Piper denies the allegations contained in paragraph 114 of the Complaint. 

COUNT III 

Violations of Section 15 of the Securities Act Against GT Solar 

and Individual Defendants 

115-125. Piper is not required to respond to the allegations in paragraphs 115-125 of 

the Complaint because the allegations are not directed at Piper. 

COUNT IV 

Against The Venture Capital Firm Defendants For Violations 

Of Section 15 of The Securities Act 

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126-134. Piper is not required to respond to the allegations in paragraphs 126-134 of 

the Complaint because the allegations are not directed at Piper. 

PRAYER FOR RELIEF

To the extent any response is required, Piper denies the requests in the Complaint’s 

Prayer for Relief. 

DEFENSES

 Piper asserts the following defenses in response to the Complaint. In asserting these 

defenses, Piper does not admit that it has the burden of proof on issues as to which plaintiffs 

properly bear the burden. 

First Defense 

 The Complaint fails to state a claim against Piper upon which relief may be granted. 

Piper incorporates by reference the defenses set forth in the Defendants’ February 5, 2009 

Motion to Dismiss. 

Second Defense 

 The Complaint’s claims against Piper are barred because Piper, after reasonable 

investigation, had reasonable ground to believe and did believe at the time the Registration 

Statement became effective that the statements therein were true. Piper also reasonably believed, 

at the time Registration Statement became effective, that no material facts were omitted. 

Further, the Complaint’s claims against Piper are barred because, even if the Registration 

Statement contained a false or misleading statement or omitted any material fact required to be 

stated or necessary to make any statement not misleading—which Piper denies—Piper did not 

know, and in the exercise of reasonable care could not have known, of the untruth or omission. 

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Third Defense 

 The Complaint’s claims against Piper are barred because, with respect to the portions of 

the Registration Statement purporting to be made on the authority of an expert, Piper had no 

reasonable ground to believe, and did not believe, at the time the Registration Statement became 

effective, that the statements therein were untrue or omitted to state a material fact required to be 

stated or necessary to make the statements not misleading, or that such statements did not fairly 

represent the expert’s statement. 

Fourth Defense 

 The Complaint’s claims against Piper are barred because the allegedly omitted facts were 

not known or knowable in the exercise of due diligence when the Registration Statement became 

effective. 

Fifth Defense 

 The Registration Statement and Prospectus contained meaningful cautionary statements 

that preclude Plaintiff from prevailing on its claims against Piper. 

Sixth Defense 

 The Complaint’s claims against Piper are barred because the depreciation in the value of 

GT Solar stock is attributable to factors other than the alleged misstatement or omission. 

Seventh Defense 

 If the Registration Statement or Prospectus contained any false or misleading statement 

or omitted any material fact required to be stated or necessary to make any statement not 

misleading, which Piper denies, and if the lead Plaintiff or any members of the putative class 

were aware of that statement or omission when they purchased their shares, then such plaintiffs 

cannot prevail on their claims against Piper. 

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Eighth Defense 

 The claims asserted in the Complaint are barred by lack of subject matter jurisdiction to 

the extent the putative class includes purchasers from outside of the United States. 

Ninth Defense 

 Plaintiffs who did not purchase GT Solar securities from Piper lack standing to assert 

claims against Piper. 

 Piper reserves the right to assert other defenses, cross-claims, and third-party claims 

when and if they become appropriate in this action. 

 WHEREFORE, Piper respectfully requests that Plaintiff take nothing by reason of its 

Complaint, that judgment be entered in Defendants’ favor dismissing the Complaint with 

prejudice, that the Defendants be awarded their reasonable attorneys’ fees and costs of suit, and 

granting such other and further relief as this Court may deem proper and just. 

Dated: November 23, 2009 

 Respectfully Submitted, 

COUNSEL FOR DEFENDANT PIPER 

JAFFRAY & CO.: 

 /s/ John L. Altieri, Jr._____

John L. Altieri, Jr. 

BOUTIN & ALTIERI, P.L.L.C. 

1 Buttrick Road 

P.O. Box 1107 

Londonderry, NH 03053 

Telephone: (603) 432-9566 

Facsimile: (603) 432-7419 

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OF COUNSEL:

Bradley J. Butwin 

William J. Sushon 

B. Andrew Bednark 

O’MELVENY & MYERS LLP 

7 Times Square 

New York, New York 10036 

Telephone: (212) 326-2000 

Facsimile: (212) 326-2061 

 

 

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CERTIFICATE OF SERVICE

I hereby certify that on November 23, 2009, copies of the foregoing Answer of 

Defendant Piper Jaffray & Co. to the Consolidated Amended Complaint were electronically 

served on counsel of record in this matter who are registered with the Court’s ECF filing system 

through ECF notification. 

 /s/ John L. Altieri, Jr. 

 John L. Altieri, Jr. 

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