District Court, E.D. Virginia September 24, 1999, CIV. A. 99-592-A (FS Photo, Inc. v. PictureVision, Inc.)

MEMORANDUM OPINION

ELLIS, District Judge.

In this federal and state securities fraud case, plaintiffs claim that defendants’ fraudulent acts caused plaintiffs to exchange certain shares of Preferred Stock for shares of Common Stock at an artificially low ratio. The matter is now before the Court on defendants’ motion to dismiss plaintiffs’ claims under Rule 12(b)(6), Fed. R.CivJP.

I.