Full opinion text
DOTY, District Judge. This matter is before the court upon defendants’ motions to dismiss the consolidated securities class action complaint; to dismiss, or in the alternative for summary judgment on, the amended ERISA class action complaint; and to dismiss the verified amended shareholder derivative complaint. In addition, lead plaintiffs in the consolidated securities action move to strike defendants’ exhibits 2, 4 and 9 presented during oral arguments. Based upon a review of the file, record and proceedings herein, and for the reasons stated, the court denies lead plaintiffs’ motion to strike as moot, grants defendants’ motions and dismisses the consolidated securities class action, the shareholder derivative action and the ERISA class action. BACKGROUND Before the court are three actions consolidated for pretrial purposes — a putative consolidated securities fraud class action, a shareholder derivative action and a putative ERISA class action — each of which arose out of the failure of Patterson Companies, Inc., to attain its earnings and revenue projections for fourth quarter 2005 and fiscal year 2005. On the evening of May 24, 2005, Patterson common stock traded at a record high of $53.58 per share. (ConsoLSec.Compl.f 9.) Following the announcement that Patterson missed its fourth quarter and fiscal year 2005 guidance, Patterson common stock traded on record volume of over 10 million shares and dropped approximately 17% in price, resulting in an estimated $1.1 billion loss in market capitalization. Each action before the court is predicated on allegations that Patterson knew prior to May 2005 that the price of Patterson common stock was artificially inflated and the company could not attain its financial guidance, but continued to publicly tout growth and maintain previously issued earnings-per-share projections. I. Factual Background Patterson Companies, Inc. (“Patterson”), is a publicly held Minnesota-based distribution company, incorporated in the state of Minnesota. Throughout the time period relevant to this litigation, Peter L. Fre-chette was Patterson’s Chief Executive Officer (“CEO”); James W. Wiltz was President, Vice President and Chief Operating Officer (“COO”); and R. Stephen Armstrong was Executive Vice President, Treasurer and Chief Financial Officer (“CFO”). Frechette also served as Chairman of the Patterson Board of Directors, comprised of directors Ronald E. Ezerski, David K. Beecken, Ellen A. Rudnick, Andre B. Lacy, Harold C. Slavkin and James W. Wiltz (“Patterson Board”). Patterson currently sells high-end merchandise to retailers and professionals in three markets: North American dental supplies, United States pet and veterinary supplies and worldwide rehabilitative, non-wheelchair assistive products. Patterson’s oldest and largest business, however, is Patterson Dental Supply, which accounted for approximately 76% of its revenues in 2005. Patterson Dental Supply is the largest distributor of dental products in North America and supplies dentists, professionals, laboratories and healthcare institutions with an expansive variety of consumable dental supplies, dental equipment, software, educational programs and office supplies. In the early 2000s, Patterson began to expand through an aggressive growth and acquisition plan and acquired Webster Veterinary Supply in 2001, AbilityOne Products Corp. (rehabilitation supplies) in 2003, ProVet (pet food and supplies) in April 2004, Medco Supply Co., Inc. (medical products) in May 2004, CAESY Education Systems Inc. (dental supplies and equipment) in May 2004 and Milburn Distributions Inc. (equestrian supplies) in October 2004. In 2004, analysts viewed Patterson as a growth company and it was rewarded by increased stock prices and high price-to-earnings multiples. In addition to growth by acquisition, Patterson emphasized internal growth initiatives and accomplishments within Patterson Dental Supply. In January 2004, the company reported that one reason behind an 11.6% rise in dental segment sales was “the positive impact of continued strengthened market focus, new sales training, tools and programs, and the addition of territory sales representatives to the sales force.” (Con-sol.Sec.ComplJ 27.) In February 2004, Frechette disclosed a strategy to continue internal growth by motivating the sales force through incentives while contemporaneously hiring and training more field sales personnel, noting the company’s sales growth and market share gains historically correlated with the strength of its sales force. In April 2004 the company reiterated an intent to continue growth and expand its customer base through.continued internal expansion of its sales force and acquisitions of distributors in new markets, believing itself to be “well positioned to take advantage of expected continued consolidation in the dental distribution market.” (/¿¶24.) On August 26, 2004, Patterson released its first quarter fiscal year 2005 earnings and reported that sales of consumable dental supplies and printed office products increased 14%, led by a 15% growth in United States consumables, which equated to a 7% internal sales growth after accounting for an extra week in first quarter 2005. According to Frechette, all dental consumables sales growth was internally generated and the growth rate of consumable dental supplies had begun accelerating during the third quarter of fiscal year 2004 in response to the strengthened focus that Patterson placed on this portion of its business. The sales growth was noted by analysts, who reported the company’s renewed focus on improvements in, and increased incentives for, its sales force. On November 24, 2004, Patterson released its second quarter 2005 earnings and reported consolidated sales 21% higher than the year-earlier quarter. The company reported a 12% sales growth in Patterson Dental Supply, substantially all of which was internally generated. Patterson predicted third quarter earnings of $0.36 to $0.37 per diluted share, and maintained its previously issued financial guidance of $1.34 to $1.36 for fiscal year 2005. On November 24, Patterson common stock traded approximately 3.6% higher and closed at $40.37. During the company’s third quarter 2005, the stock price continued to trend upwards, closing at approximately $44 at the end of December 2004. On February 24, 2005, Patterson released its third quarter 2005 earnings and reported consolidated sales 22% higher than the year-earlier quarter, with internally generated sales up approximately 15%. The company reported that Patterson Dental Supply attained an 18% sales growth, substantially all of which was internally generated, and a 10% increase in sales of consumable dental supplies and printed office products. The company forecasted fourth quarter earnings of $0.38 to $0.40 per diluted share and again maintained its previously issued fiscal year guidance. The market again reacted favorably. By March 1, the stock began to trade over $50.00 per share. On March 30, 2005, Patterson held an institutional investor conference and conveyed a positive financial outlook noting continued demand for dental equipment and forecasting continued growth. (Id. ¶ 66.) On May 6, Frechette and Armstrong presented at the Morgan Stanley Global Healthcare Unplugged Conference (“Morgan Stanley Conference”) and the company reported that it would continue to deliver solid earnings growth “but that in the near term current valuations account for much of this potential.” (Id. ¶ 69.) On May 26, Patterson released its fourth quarter and fiscal year 2005 earnings and announced that Frechette was stepping down as CEO. For fourth quarter 2005, Patterson common stock earned $0.36 per diluted shared, short of the company’s guidance of $0.38 to $0.40 per diluted share. For fiscal year 2005, Patterson common stock earned $1.32 per diluted shared, short of the company’s financial guidance of $1.34 to $1.36. Despite missing its guidance, Patterson grew during fiscal year 2005 and reported an overall increase in net sales both company wide and within Patterson Dental Supply. (See Rosenberg Aff. Ex. 7 at 23.) Patterson reported that its missed earnings were the result of a combination of business factors, including expenses associated with personnel incentive programs, increased inventories, that fourth quarter dental consumables sales were affected by the sale of a wholesale business and that Canada’s dental operation turned in a relatively weak fourth quarter performance. At the time it announced its 2005 earnings, Patterson revised its guidance for first quarter 2006 to $0.31 to $0.33 per diluted share and for fiscal year 2006 to $1.54 to $1.58 per diluted share. Following the company’s earnings announcement, the price of Patterson common stock dropped and this litigation ensued. II. Procedural Background On August 9, 2005, Rosenbaum Capital, LLC, (“Rosenbaum”) filed a class action complaint pursuant to Federal Rule of Civil Procedure 23 on behalf of itself and all others who purchased the publicly traded securities of Patterson between November 24, 2004, and May, 25, 2005 (the “securities class period”). Rosenbaum alleged that Patterson and certain of its officers and directors violated § 10(b) and § 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”) as well as Rule 10b-5 promulgated thereunder. By September 13, 2005, similar securities fraud actions alleging substantively identical violations of the Exchange Act were filed by Lemuel John, Teamsters Local 456 Annuity Fund, Philip Katz and Bruce Tuchman. On September 16, 2005, Vance Cadd, derivatively on behalf of Patterson, filed an action against Patterson in its nominal capacity and various Patterson employees, officers and directors (the “derivative action”). Cadd is a citizen of California who owned Patterson common stock at all times relevant to the derivative action. Cadd pleaded claims for breach of fiduciary duty, abuse of control, gross mismanagement, waste of corporate assets and unjust enrichment arising out of conduct that occurred from February 2005 to the present (the “derivative class period”). In addition, Cadd alleged claims of insider trading and misappropriation of information against Frechette, Ezerski and Beecken, as well as Jeffrey H. Webster, president of Webster Veterinary Supply. On October 11, 2005, Tamara Dolliver— on behalf of herself, the Patterson Companies, Inc., Retirement Savings Plan and ESOP and all participants in, and beneficiaries of, the plan whose individual accounts held an interest in Patterson common stock between November 24, 2004, until present (the “ERISA class period”)— filed a class action complaint against Patterson and several of its officers and directors alleging violations of the Employer Retirement Income Security Act of 1974 (“ERISA”) (the “ERISA action”). Dolliver is a former participant and beneficiary of the plan whose individual account included Patterson common stock as an investment option during the ERISA class period. On January 20, 2006, the court consolidated the five securities actions in accordance with Federal Rule of Civil Procedure 42(a) (the “consolidated securities action”). Pursuant to the parties’ stipulation and the relevant provisions of the Private Securities Litigation Reform Act (the “PSLRA”), the court appointed Rosenbaum, John C. Fritzel and City of Hialeah Employees’ Retirement System to serve as lead plaintiffs. See 15 U.S.C. § 78u-4. The court further consolidated the derivative action and the ERISA action for pretrial purposes. On March 21, 2006, lead plaintiffs filed a consolidated class action securities complaint (“consolidated securities complaint”) against Patterson, Frechette, Wiltz and Ezerski. Cadd filed a verified amended shareholder derivative complaint (“amended derivative complaint”) against Patterson in its nominal capacity, Wiltz, Armstrong, Frechette, Webster, Ezerski, Lacy, Rudnick and Beecken. On March 31, Dol-liver filed an amended class action complaint for violations of ERISA (“amended ERISA complaint”) against Patterson, Frechette, Wiltz, Ezerski, Beecken, Webster, Lacy, Rudnick, Slavkin and Armstrong. The respective defendants now move to dismiss the consolidated securities complaint, the amended derivative complaint and the amended ERISA complaint. DISCUSSION I. Standards of Review Pursuant to Federal Rule of Civil Procedure 12(b)(6), the court will dismiss a complaint for failing to state a claim upon which relief may be granted if, after taking all facts alleged in the complaint as true, it appears beyond doubt that the plaintiff cannot prove any set of facts that would entitle it to relief. Alpharma, Inc. v. Pennfield Oil Co., 411 F.3d 934, 937 (8th Cir.2005). Dismissal under Rule 12(b)(6) is warranted “in the unusual case in which a plaintiff includes allegations that show, on the face of the complaint, that there is some insuperable bar to relief.” Strand v. Diversified Collection Serv., Inc., 380 F.3d 316, 317 (8th Cir.2004). When a Rule 12(b)(6) motion presents “matters outside the pleadings,” the court treats the motion as one for summary judgment and disposes of it pursuant to Federal Rule of Civil Procedure 56. See Fed.R.Civ.P. 12(b)(6); Blair v. Wills, 420 F.3d 823, 826-27 (2005). Under Rule 56(c), summary judgment is appropriate “if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law.” Celotex Corp. v. Catrett, 477 U.S. 317, 322, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986); see also Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 252, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986). “Matters outside the pleadings” include “any written or oral evidence in support of or in opposition to the pleading that provides some substantiation for and does not merely reiterate what is said in the pleadings.” Hamm v. Rhone-Poulenc Rorer Pharm., Inc., 187 F.3d 941, 948 (8th Cir.1999) (internal quotations omitted). However, when a complaint relies on undisputed documents the court may consider such documents without converting the motion into one for summary judgment. Silver v. H & R Block, Inc., 105 F.3d 394, 397 (8th Cir.1997). Therefore, in addition to the pleadings, in ruling on a motion to dismiss the court may consider materials that are “ ‘embraced by the pleadings’ ” or “ ‘part of the public record.’ ” In re K-tel Int’l Inc., Sec. Litig., 300 F.3d 881, 889 (8th Cir.2001) (quoting Porous Media Corp. v. Pall Corp., 186 F.3d 1077, 1079 (8th Cir.1999)); see also In re Xcel Energy, Inc., Sec., Der. & ERISA Litig., 312 F.Supp.2d 1165, 1178 n. 5 (D.Minn.2004) (consideration of publicly filed plan documents necessary to claims on motion to dismiss ERISA action). Further, when a party moves to dismiss an action for lack of subject matter jurisdiction the court may consider matters extrinsic to the allegations in the complaint because the court is “free to weigh the evidence and satisfy itself as to the existence of its power to hear the case.” Osborn v. United States, 918 F.2d 724, 729-30 (8th Cir.1990) (internal quotations omitted). II. Securities Class Action In the consolidated securities complaint, lead plaintiffs allege that Frechette, Wiltz and Ezerski failed to disclose material adverse information about the status of Patterson’s financial condition that rendered statements made during fiscal year 2005 false and misleading in violation of § 10(b) of the Exchange Act and Rule 10b-5. Plaintiffs also allege that Frechette, Wiltz and Ezerski are liable as “control persons” under § 20(a) of the Exchange Act. Plaintiffs’ § 10(b), Rule 10b-5 and § 20(a) claims are based on the following information alleged to have been omitted from eight communications during the securities class period: (1) sales of dental consumables and printed office supplies within Patterson Dental Supply were “stagnant”; (2) Patterson was incurring “significant expenses related to the hiring and training of sales staff [and] an incentive program that rewarded low-volume sales personnel who contributed little to the Company’s bottom line”; (3) demand for Patterson Dental Supply’s “core dental equipment such as chairs, lights and cabinets was declining”; and (4) “defendants knew they could not and would not make” their fourth quarter and fiscal year 2005 earnings projections. (Con-sol.Sec.Compl.1ffl 56, 64, 70.) As a result of these omissions, plaintiffs allege that the information and earnings projections contained in the following SEC filings and public statements were false and misleading: the second quarter 2005 earnings press release, earnings conference call and Form 10-Q; the third quarter 2005 earnings press release, earnings conference call and Form 10-Q; and statements made during the investor conferences held on March 30 and May 6, 2005. (Id. ¶¶ 50-53, 57-59, 66-67, 69.) A. Alleged “False and Misleading” Statements As to the statements relating to second quarter 2005, plaintiffs quote a portion of the second quarter 2005 press release dated November 24, 2004, in which Patterson reported consolidated sales of $578,237,-000 — a 21% increase from the year-earlier quarter — and net income of $42,504,000 or $0.31 per diluted share — a 22% increase from the year-earlier quarter of $34,886,000 or $0.25 per diluted share. {Id. ¶ 50.) During the company’s second quarter, AbilityOne had a “significant positive impact on consolidated earnings,” while the earnings contributions of more recently acquired ProVet, Medco, CAESY and Milburn Distributions was anticipated to occur during the second half of fiscal year 2005.(M) The company further reported that sales within Patterson Dental Supply grew 12% to $438, 918, 000, substantially all of which was internally generated. {Id.) Sales of dental equipment and software increased 21%, “which included solid contributions from both the U.S. and Canadian dental operations.” {Id.) Sales of consumable dental supplies and printed office products increased more than 6%, led by U.S. consumables growth of nearly 7%, that reflected “the effectiveness of efforts over the past year to strengthen this portion of Patterson’s business.” {Id.) Patterson claimed the sales force of Patterson Dental Supply was the largest in the industry and totaled 1,410. {Id.) In addition to the above financial statements, the earnings release quoted Fre-chette as follows: The second quarter was another strong period for Patterson. Within our dental business, we are encouraged by the solid sales growth of consumable supplies and by continued strong demand for both basic equipment and new-generation dental systems [...]. Based on the strong results of our equipment business, it is clear that dental practices are continuing to invest heavily in a wide range of new equipment and software that can strengthen office productivity and improve clinical outcome. Patterson’s performance is also benefiting from our recent acquisitions, which have augmented our growth and strategically bolstered the market positions of our dental, veterinary and rehabilitation supply businesses. The positive outlook for our three businesses makes us optimistic about Patterson’s prospects as we enter the second half of fiscal 2005. For this year’s third quarter ending January 29, 2005, we are forecasting earnings of $0.36 to $0.37 per diluted share. We also are maintaining our previously-issued financial guidance of $1.34 to $1.36 for the full físcal year. {Id. alteration in original.) During the November 24, 2004, earnings conference call, Wiltz reported that the dental business was “continuing to perform at high level,” and repeated the growth rates and figures contained in the press release for the company, Patterson Dental Supply and the sales of dental consumables and dental equipment. {Id. ¶ 51.) According to Wiltz, dental consumables growth was “internally generated” and reflected “the effectiveness of efforts over the past year to strengthen this portion of Patterson Dental’s business” and that demand for Patterson dental equipment remained “strong.” {Id.) During the call, Steve Armstrong stated: Looking ahead, we still expect to exceed our internal goal of improving our consolidated gross margin by at least 10 basis points for the full fiscal year ... [W]e are working to strengthen the margins of these new businesses and expect to see the initial positive results of these actions as the year progresses. [Y]ou know historically that third and fourth quarter are generally the stronger quarters in the business, and so we can get some natural leverage because of the increased sales volume. (Id. ¶ 52.) These financial results and earnings projections were reported in Patterson’s second quarter 2005 Form 10-Q, which was filed on December 9, 2004. (Id. ¶ 53.) On February 24, 2005, Patterson issued its third quarter 2005 earnings press release and reported consolidated sales of $638,005,000 — a 22% increase from the year-earlier quarter — and net income of $50,137,000 or $0.36 per diluted share — a 25% increase from the year-earlier quarter of $40,061,000 or $0.29 per diluted share. {Id. ¶ 57.) “Internally generated sales were up approximately 15%.” {Id.) Patterson Dental Supply experienced an 18% sales growth to $499,796,000, substantially all of which was again internally generated. (Id.) Sales of dental consumables and printed office products increased 10%, but one extra day of sales in the quarter accounted for 1-2% of that growth. {Id.) The company explained that sales of dental consumables “also benefited from the effectiveness of efforts to strengthen this portion of Patterson’s business,” and that Patterson Dental Supply’s sales force remained the largest in the industry at 1,420. (Id.) As in the prior quarter, sales of dental equipment and software rose 30%, “generated by strong demand for both basic and new technology equipment in the U.S. and Canada,” while sales of “other services and products” increased 8%. (Id.) According to Frechette: We are very encouraged by Patterson’s strongly improved sales and earnings in this year’s third quarter. Virtually every aspect of our dental business is continuing to perform at a high level. Sales of dental consumables registered their highest growth rate in recent years, while demand remains strong for basic equipment and new-generation dental systems, including the CEREC(R)3D dental restorative system, digital radiography and related networking systems. Dental practices are investing heavily in equipment and software that strengthens office productivity and improves clinical outcomes. As the leading distributor of dental equipment by a considerable margin, Patterson Dental is extremely well positioned to capitalize upon these ongoing investment trends. Patterson is forecasting earnings of $0.38 to $0.40 per diluted share for the fourth quarter of fiscal 2005 ending April 30, which is consistent with the Company’s previously-issued financial guidance of $1.34 to $1.36 for the full fiscal year. (Id. alteration in original.) On February 24, 2005, Frechette reiterated the contents of the press release during the earnings conference call. (Id. ¶ 58.) Taking into account the extra selling day, Frechette reported that “consumable sales growth was strong.” (Id.) Frechette went on to say: Based on the strong results of our equipment business through the first nine months of fiscal 2005, it remains clear that dental practices are continuing to invest heavily on a wide range of new equipment and software that can strengthen office productivity and improve clinical outcomes. (Id.) During the conference call, Wiltz responded to a question directed to the company’s improvement in consumable sales with the following statement: I think two things you’ll continue to see. We started last fall with sales meetings in each region for the entire sales force. Those will continue. And the second thing that’s going on is also continuing. We’ve increased the number of trainees that we put through the training facility here in St. Paul. We’re now training 120 to 130 trainees annually. With the vast majority of those being territory sales reps.... So we’re actually putting more feet on the street than we were previously. That’s part of the impact you’re seeing. (Id. ¶ 59.) The company’s third quarter 2005 Form 10-Q was filed with the SEC on March 10, 2005. (Id. ¶ 63.) In addition to the above press releases, earnings conference calls and SEC filings, plaintiffs allege that at Patterson’s investor conference on March 30 “defendants” gave additional “false and misleading” information including the publication at the conference and on the company’s website of statements that Patterson “was experiencing ‘strong demand for dental equipment,’ ‘increased demand for specialty procedures’ and a ‘growing number of dentists updating basic equipment.’ ” (Id. ¶ 66.) “Additionally, the investor’s conference highlighted the Company’s ‘consistent earnings growth’ and increasing ‘operating margins.’ ” (Id.) During the conference “defendants” forecasted continued growth in Patterson’s dental supply segment based on (1) increased medical sales to seniors, (2) increased consumer spending on dental care, (3) increased demand for dental equipment and (4) expanded dental insurance coverage in the market. Plaintiffs allege that defendants thereby “painted a false but rosy picture of the Company’s then-current financial status and core business fundamentals.” (Id. ¶ 67.) Lastly, at the Morgan Stanley Conference, at which Frechette and Armstrong presented, plaintiffs allege that “defendants continued to lie” when they “provided ‘incremental support ... that Patterson should continue to deliver solid earnings growth in the quarters but that in the near term current valuations account for much of this potential.’ ” (Id. ¶ 69.) B. Allegations of Fraud Lead plaintiffs allege that defendants knew the above SEC filings and public statements were false and misleading because defendants were aware, as early as October 2003, that Patterson common stock was artificially inflated and that it was just a matter of time before Wall Street would notice and Patterson’s earnings would decline significantly. (Id. ¶ 30.) Plaintiffs base that allegation on the following information provided exclusively by confidential informants. As to the “stagnant” sales of dental consumables, according to a former marketing specialist in Patterson’s dental segment division, Patterson senior management consistently warned employees about a slump in the market for dental consumables and printed office products starting in October 2003. (Id. ¶ 31.) The only specific facts pleaded to support this “consistent warning” are that the marketing specialist attended a “pep talk” for Patterson Dental Supply’s southwest regional sales and marketing employees on October 27, 2003, that approximately six to seven sales managers and seventy sales representatives attended. (Id.) At that talk, the president of Patterson Dental Supply, Scott Kabbes, said sales of dental consumables and printed products were “flat and at some point in time Wall Street is going to realize that our stock is overvalued.” (Id.) According to a former Patterson sales representative, a “slump in sales” was a major topic at a regional sales meeting in Atlanta, Georgia, during the fall of 2004. (Id.) The marketing specialist also attended Patterson Dental Supply’s September 2004 annual meeting for United States and Canadian sales and marketing representatives in St. Paul, Minnesota, and saw Frechette in the audience. (Id. ¶ 33.) According to the marketing specialist, the purpose of the annual meeting was to “refocus” branch managers to “catch up” with competition. (Id.) At that meeting, Kabbes repeated his warning that sales of dental consumables were flat and said that Patterson needed to grow 9.9% to compete with its closest competitor and that “we know we are suffering, falling way behind, and Wall Street will eventually catch up with us.” (Id.) According to the market specialist, Patterson’s statement on November 24 that the company was “encouraged by the solid sales growth of consumable supplies and by continued strong demand for basic equipment” was surprising and the company’s statement in the third quarter 2005 press release that “virtually every aspect of our dental business is continuing to perform at a high level” was false. (Id. ¶¶ 34, 41.) Lastly, according to a former merchandise manager, there was a “huge disconnect” between sales of dental equipment and sales of dental consumables and printed office supplies based on the percentage of sales that were occurring through the Patterson Dental catalog. (Id. ¶ 32.) As to the costs associated with the employee incentive plan, Patterson offered bonuses to its sales personnel that could reach as high as 15% of an employee’s salary. (Id. ¶ 36.) According to the marketing specialist, the bonus program “created large bonuses for lower volume producing sales representatives who were contributing very little to the company’s bottom line.” (Id. ¶ 37.) According to a former accountant and branch administrator, the company set sales goals every year and rewarded attainment of those goals with employee bonuses. (Id. ¶ 39.) After the close of third quarter 2005, “management produced a newsletter and sent emails ... instructing sales people: We need to step up our game, we’re behind, we need to push’ ” and the correspondence identified how much equipment and merchandise was needed to meet the company’s forecasts. (Id.) The former accountant claims that Patterson management “obviously knew” it would not make its numbers because management had access to a real-time accounting system and could track company performance. (Id. ¶ 40.) As to the company’s sales of dental equipment, according to a former CEREC territory sales representative, Patterson employees could track sales daily on a website. (Id.) At a February 2004 meeting for Patterson Dental Supply’s Southern Illinois region, Kabbes presented a “state of the branches” and told attendees that Patterson Dental Supply “wanted to increase the number of equipment sales specialists.” (Id. ¶ 42.) At a branch meeting in October 2004, according to the CEREC representative, Kabbes said that the company’s attempt to add territory sales representatives had “horrible” results and the faster the company added them “the quicker they leave.” (Id. ¶ 43.) At a February 2005 dental meeting in Chicago, Illinois, a former territory sales representative saw Kabbes deliver a slide presentation that Patterson Dental Supply’s sales of core equipment were down, in part, because competitors were beating the company on the street. (Id. ¶44.) Based on the foregoing information provided by confidential informants and generalized allegations that defendants communicated with each other and Patterson management about the company’s status and were able to monitor sales and earnings on a daily basis, plaintiffs allege that defendants knew Patterson’s reported financial results and projections were “false and misleading” because “when the financial impact of these internal problems became known to the investing public it would have a substantial negative impact on the price of Patterson’s stock.” (Id. ¶ 47.) C. Motion to Strike Exhibits In opposing defendants’ motion to dismiss, lead plaintiffs objected to defendants’ submission of documents other than SEC filings, namely, transcripts of the November 24, 2004, and February 24, 2005, earnings conference calls, as well as charts and graphs that purport to represent historical stock sales for Frechette, Ezerski and Wiltz. (See Rosenberg Deck Exs. 3, 6, 10-12.) According to defendants, the charts and graphs are based on public information contained in the respective SEC filings. (See id. Exs. 13-15.) Following oral arguments, plaintiffs also moved to strike defendants’ exhibits 2, 4 and 9 submitted during oral arguments, each of which summarizes information from the consolidated securities complaint and various SEC filings. As to the transcripts, the court has based its analysis of the conference calls on the quotations contained in the consolidated securities complaint. (See Consol. Sec. Compl. ¶¶ 51, 52, 58, 59.) Similarly, in reviewing the respective stock transactions of defendants, the court has considered only the figures contained in each Form 4s. The court has not relied upon, referenced or cited Rosenberg Declaration exhibits 3, 6, 10, 11 or 12 in ruling on the merits of the motion to dismiss. Rather, the court has limited its factual inquiry to the allegations contained in the consolidated securities complaint and the information contained in the SEC filings of public record. Therefore, the court overrules plaintiffs’ objection to those exhibits as moot. As to the demonstrative exhibits provided during oral arguments, none of the exhibits were submitted to the court in an attempt to challenge the veracity of the allegations contained in the consolidated securities complaint or the publicly available information in the SEC filings. Rather, the exhibits summarize portions of the allegations and SEC filings relevant to defendants’ argument. Again, however, because the court has limited its factual inquiry to the confines of the consolidated securities complaint and the undisputed SEC filings, the court denies plaintiffs’ motion to strike as moot. D. Motion to Dismiss § 10(b) and Rule 10b-5 Claims To state a securities fraud claim under § 10(b) of the Exchange Act and Rule 10b-5, a plaintiff must plead (1) a misrepresentation or omission of fact that operated as a fraud; (2) scienter; (3) causation, analyzed in terms of reliance and materiality; and (4) economic harm caused when the fraudulent activity occurred in connection with the purchase or sale of a security. In re K-tel Int’l, Inc., Sec. Litig., 300 F.3d 881, 888 (8th Cir.2002); 15 U.S.C. § 78j(b); 17 C.F.R. § 240.10b-5. In moving to dismiss the consolidated securities complaint, defendants argue that plaintiffs failed to satisfy the heightened pleading requirements established by Federal Rule of Civil Procedure 9(b) and the PSLRA. See 15 U.S.C. § 78u-4(b)(l-3). Defendants contend plaintiffs failed to plead with sufficient particularity (1) the alleged misleading statements or omissions and the reasons why each statement is misleading, (2) the specific fraudulent acts committed by each defendant and (3) facts sufficient to give rise to a strong inference of scienter. Alternatively, defendants argue that the § 10(b) and Rule 10b-5 claims should be dismissed under Federal Rule of Civil Procedure 12(b)(6) because the alleged omissions and statements are not material as a matter of law and are entitled to protection under the PSLRA’s safe harbor provision and the bespeaks caution doctrine. Because defendants contend that dismissal of the § 10(b) and Rule 10b-5 claims is warranted, they further move to dismiss the § 20(a) claims on the basis that there can be no secondary liability of the individual defendants as “control persons.” 1. The PSLRA’s Heightened Pleading Requirements Under the PSLRA, securities fraud actions are subject to heightened pleading requirements that embody the requirements of Federal Rule of Civil Procedure 9(b). See Kushner v. Beverly Enter., Inc., 317 F.3d 820, 826 (8th Cir.2003); In re Navarre Corp. Sec. Litig., 299 F.3d 735, 741-42 (8th Cir.2002) (plaintiff need only satisfy the PSLRA, which “supercedes reliance on 9(b) in securities fraud cases”). First, a plaintiff must plead with specificity each misrepresentation or omission and each statement alleged to have been misleading and the reasons why the statement was misleading. See 15 U.S.C. § 78u-4(b)(1). If a securities fraud allegation is based on “information and belief,” the PSLRA further requires a plaintiff to “state with particularity all facts upon which that belief is formed.” Id. The circumstances of alleged fraud must be particularly stated so as to include matters such as the time, place and contents of the representations, the identity of the person who made the statement and what he or she obtained or gave up by making the statement — in other words, the “ ‘who, what, when, where, and how.’ ” K-tel, 300 F.3d at 890 (quoting Parnes v. Gateway 2000, Inc., 122 F.3d 539, 549-50 (8th Cir.1997)). Second, with respect to each misrepresentation and omission alleged, plaintiffs must “state with particularity facts giving rise to a strong inference that the defendant acted with the required state of mind.” 15 U.S.C. § 78u-4(b)(2). In other words, plaintiffs must plead “facts or further particularities that, if true, demonstrate that the defendants had access to, or knowledge of, information contradicting their public statements when they were made.” K-tel, 300 F.3d at 891. The heightened pleading standard mandated by the PSLRA serves to “restrain securities fraud litigation abuses such as the practice of pleading by hindsight.” Id. at 889. As a result, on a motion to dismiss the court does not accept all allegations to be true, but rather disregards “catch-all or blanket assertions that do not live up to the [PSLRA’s] particularity requirements.” Fla. State Bd. of Admin. v. Green Tree Fin. Corp., 270 F.3d 645, 660-61 (8th Cir.2001) (internal quotations omitted). Moreover, although the court typically views all facts in a light most favorable to a plaintiff, securities fraud allegations will not survive a Rule 12(b)(6) motion to dismiss unless the allegations set forth in the complaint “collectively add up to a strong inference of the required state of mind.” Id. at 660. “Inferences of scienter do not survive if they are merely reasonable,” they must be “both reasonable and ‘strong.’ ” Id. 2. The Group Pleading Doctrine The parties dispute whether the group pleading doctrine survived enactment of the PSLRA. The group pleading doctrine “in its broadest form allows unattributed corporate statements to be charged to one or more individual defendants based solely on their corporate titles” and allows plaintiffs “to rely on a presumption that statements in prospectuses, registration statements, annual reports, press releases, or other group-published information are the collective work of those individuals with direct involvement in the everyday business of the company.” Southland Sec. Corp. v. INSpire Ins. Solutions, Inc., 365 F.3d 353, 365-66 (5th Cir.2004) (internal quotations omitted); see also Wool v. Tandem Computers Inc., 818 F.2d 1433, 1440 (9th Cir.1987). Under the common law doctrine, plaintiffs are not required to plead particular facts connecting an individual defendant to the alleged fraud, such as that the defendant made, authored or in fact approved an offending misrepresentation, omission or misleading statement. Southland, 365 F.3d at 365-66 (collecting cases). In Southland, the Fifth Circuit rejected the group pleading doctrine in mul-ti-defendant securities fraud actions based on the plain language of the PSLRA’s requirement that each fraudulent “ ‘act or omission’ ” and the facts giving “ ‘rise to a strong inference’ ” of scienter be particularly pleaded as to “ ‘the defendant.’ ” Id. at 364-65 (quoting 15 U.S.C. § 78u-4(b)); see also Makor Issues & Rights, Ltd. v. Tellabs, Inc., 437 F.3d 588, 602-03 (7th Cir.2006); Phillips v. Scientific-Atlanta, Inc., 374 F.3d 1015, 1018 (11th Cir.2004). The PSLRA’s reference to “ ‘the defendant’ may only reasonably be understood to mean ‘each defendant’ in multiple defendant cases, as it is inconceivable that Congress intended liability of any defendants to depend on whether they were all sued in a single action or were each sued alone in several separate actions.” Southland, 365 F.3d at 364-65; see also Makor Issues & Rights, 437 F.3d at 602-03 (group pleading does not comport with plain language of the PSLRA); Phillips, 374 F.3d at 1018 (“[T]he most plausible reading in light of congressional intent is that a plaintiff, to proceed beyond the pleading stage, must allege facts sufficiently demonstrating each defendant’s state of mind regarding his or her alleged violations.”) This rationale is consistent with precedent of the Eighth Circuit Court of Appeals. See, e.g., Kushner, 317 F.3d at 827 (blanket assertions collectively referencing “the defendants” absent allegations of particular facts as to which defendant was responsible for which statement or how a defendant participated in the alleged scheme constitute “rote allegations” that fail the heightened pleading standards of the PSLRA). To presume a corporate officer or director is connected with fraud based on status — title, duties, or service on a particular committee — is not reconcilable with the PSLRA’s particularity mandate. In determining whether the consolidated securities complaint is entitled to proceed to discovery, the court will apply the PSLRA’s particularity pleading requirements to ascertain whether plaintiffs have sufficiently pleaded a claim for securities fraud against each defendant. Cf. Southland, 365 F.3d at 365. Further, although the court will aggregate the allegations to determine whether they suffice to create an inference of scienter, that inference must be created as to each individual defendant. See Makor Issues & Rights, 437 F.3d at 603; Green Tree, 270 F.3d at 660 (allegations of scienter may be considered collectively). a. Particularity Defendants first challenge the particularity with which plaintiffs have pleaded the violations of § 10(b). See 15 U.S.C. § 78u-4(b)(l). Defendants argue plaintiffs failed to sufficiently plead (1) each omission and resultant misleading statement, (2) the reasons why each statement is misleading and (3) the nexus between each individual defendant and the misleading statements. As a threshold matter, lead plaintiffs adequately pleaded the alleged omissions that form the basis of this action. (See Consol. Sec. Compl. ¶¶ 47, 56, 64, 70.) Plaintiffs further sufficiently pleaded the facts upon which they base their belief of the omitted facts. (See id. ¶¶ 80-49.) However, the only statements pleaded with any particularity are those identified in the second and third quarter press releases and conference calls. As to the second and third quarter Forms 10-Q, the only portions of the SEC filings identified, referenced or cited with any particularity are the CEO certifications. (Id. ¶¶ 53, 63, 65.) Plaintiffs do not identify which statements attested thereby to be true by Fre-chette in either SEC filing were false or misleading at the time the forms were filed with the SEC. Such generalized allegations do not comport with notions of particularity. The court will not review the SEC filings to divine which statements contained therein could plausibly be deemed misleading. At most, plaintiffs allege that the Forms 10-Q announced and repeated the financial results presented in the respective press releases and conference calls. (Id. ¶¶ 53, 63.) Therefore, the court limits the remainder of its analysis to the portions of the SEC filings that repeat the financial data, projections and public statements contained in the press releases and conference calls and identified in the complaint. Cf. In re Synovis Life Techs., Inc., Sec. Litig., No. 04cv3008, 2005 WL 2063870, at *4 (D.Minn. Aug.25, 2005) (limiting analysis to bolded and italicized segments of block quotes and those statements refined or identified by parties in briefing). However, the statements made at the two conferences in March and May, 2005, are devoid of the particularity required by the PSLRA. (See Consol. Sec. Compl. ¶¶ 67-69.) As to the March 30 statements by “defendants,” plaintiffs do not provide any specifics of the information conveyed, the context of the information conveyed or who made the statements. The words quoted in paragraphs 66 and 67 are unattributed, conclusory quotations of growth expectations made by an unidentified individual at an investor conference and a vague, unidentified growth forecast by “defendants.” As to the May 6 statements, plaintiffs allege only that “defendants provided ‘incremental support ... that Patterson should continue to deliver solid earnings growth in the quarters but that in the near term current valuations account for much of this potential.’ ” Again, critically missing is the identity of the speaker, the source of the quotation and the context in which the statement was made. (Id. ¶ 69.) Plaintiffs’ § 10(b) and Rule 10b-5 claims based on the statements made at either conference fail for lack of particularity and are subject to dismissal on that basis. As to the statements in the press releases, earnings conference calls, and to the extent the content of those statements is recited in the SEC filings, plaintiffs must further specify “the reason or reasons why the statement is misleading.” 15 U.S.C. § 78u-4(b)(l). Whether plaintiffs particularly pleaded the falsity or misleading nature of the statements is a distinct inquiry from whether they adequately pleaded the omissions and statements. Assuming for the sake of argument that each “fact” omitted was true and attributing each statement to each defendant, plaintiffs fail to identify how or why the omitted facts rendered the statements “false and misleading” at the time they were made. The statements that form the basis of this litigation are, in sum, reported and projected earnings and statements regarding sustained and expected growth. As to each communication, plaintiffs merely reiterate the alleged omissions and fail to plead facts that might render the affirmative statements “false and misleading” at the time they were made. (Con-sol.Sec.Compl.1ffl 56, 64.) The only “facts” particularly pleaded with respect to any statement are the favorable responses of analysts and the market to the information disclosed and the resultant increase in the value of Patterson common stock. (Id. ¶¶ 54-55, 60-62, 68, 71.) Plaintiffs pleaded no facts to infer that the reported increases in net income, earnings-per-share and sales growth in the second and third quarters 2005 were false. None of the company’s earnings during the putative class period have been restated. Patterson grew each quarter in fiscal year 2005 and reported an overall net sales increase for the company as a whole and within Patterson Dental Supply. (See Rosenberg Aff. Ex. 7 at 28.) As to the sales of dental consumables, plaintiffs’ allegations of stagnant growth are contradicted by the internally generated growth during each quarter of fiscal year 2005. At most, the allegations establish an opinion held by the president of Patterson Dental Supply and expressed during sales meetings to motivate a sales force, but shed no light as to whether defendants shared such a viewpoint or “whether the forecasts were necessarily unattainable” as a result of sluggish sales. In re Cerner Corp. Sec. Litig., 425 F.3d 1079, 1086 (8th Cir.2005). Neither do plaintiffs articulate or quantify a decrease in demand for consumables or core dental equipment that would have caused the challenged statements to be false or misleading when made. To buttress the scant factual allegations, plaintiffs quote the company’s first quarter 2006 earnings release that the company’s performance was “affected by the below-plan sales growth of [its] basic dental equipment, including chairs lights and units.” (Id. ¶ 79.) The company had experienced such “quarterly fluctuations in the past” and Wiltz emphasized that “sales of dental equipment could be uneven between quarters, reflecting the long lead times generally involved with these significant capital expenditures.” (Id. ¶¶ 79, 80, 82.) Reliance on the company’s first quarter 2006 statements to allege that Patterson knew its fiscal year 2005 earnings projections were unattainable is the very essence of pleading fraud by hindsight the PSLRA is designed to prevent. Moreover, “allegations that statements in one report should have been made in earlier reports do not make out a claim of securities fraud.” K-tel, 300 F.3d at 891. As to the incentives, plaintiffs do not quantify the number or percentage of employees receiving such incentives, how the incentives were calculated or rewarded, the time period during which the incentives were rewarded, how such incentives correlated with the company’s increase in its sales force to spur internal growth or, significantly, how such incentives necessarily rendered the company as a whole unable to make its numbers. Further, plaintiffs pleaded no facts to support their allegation that only “low-volume sales personnel who contributed little to the company’s bottom line” received the incentives. Lastly, as to Patterson’s ability to make its fourth quarter and fiscal year 2005 earnings projections, plaintiffs have failed to sufficiently identify how the alleged downturn in its dental segment division would have necessitated a modification of the company’s projected growth and earnings. Patterson attained both internal and market financial guidance and growth projections for the second and third quarter of 2005. The information provided by the confidential informants portrays Patterson Dental Supply as pushing hard to attain sales goals and effectively compete. The allegations paint a negative picture of the ability of Patterson Dental Supply to maintain its rate of growth in the areas of dental consumables and core dental equipment. The crux of plaintiffs’ allegations of securities fraud is not that Patterson and Patterson Dental Supply were not growing, but that neither the company nor its largest division were growing at the rate hoped by Patterson executives and expected by the market. As well stated recently by the Eighth Circuit Court of Appeals: The complaint is devoid ... of any indication that this alleged loss of deals, even if “material,” is necessarily inconsistent with [the company’s] statements that its demand was “strong.” A company could conceivably lose a material number of deals it had pursued, and yet continue to see a strong demand for its products and substantial future opportunities. Furthermore, there is no indication on the face of the complaint that even a material loss of deals necessarily rendered [the company] unable to achieve its projected earnings.... Without any indication that an undefined loss of sales necessarily would affect the company’s overall demand or its ability to meet its future earnings projections, these allegations cannot survive the [PSLRA’s] falsity standard. Cerner, 425 F.3d at 1084 (statements regarding future earnings were not materially false and misleading based on omitted facts that included loss of deals, increased competition, dissatisfied customers, economic downturn and an inexperienced sales force). Misguided corporate strategy, or internal strategies that do not come to fruition, do not equate to securities fraud. Moreover, there is nothing inherently improper in motivating a sales force to stay competitive and strive to reach sales goals to prevent a market backlash for missed numbers. Cf. Greebel v. FTP Software, Inc., 194 F.3d 185, 202 (1st Cir.1999). Patterson missed its earnings projections and the market undeniably reacted. The resultant $1.1 billion loss in market capitalization was far from trivial. However, plaintiffs’ attempt to contort missed earnings into actionable securities fraud with the benefit of hindsight based on motivational sales talks and the company’s maintenance of previously issued growth and earnings projections fails to state with particularity an actionable claim for securities fraud under the Exchange Act. Assuming all plaintiffs’ allegations to be true, they do not demonstrate with particularity how the challenged statements regarding Patterson’s reported earnings and prospects for fourth quarter and fiscal year 2005 were false or misleading at the time the statements were made. The only specific connection between any of the individual defendants to the allegations of securities fraud is that Frechette was in attendance at one sales meeting where Kabbes voiced his concern to a portion of the company’s sales force. Plaintiffs have not sufficiently pleaded the “who, what, when, where, and how” of an alleged fraud against any defendant. K-tel, 300 F.3d at 890. Plaintiffs’ allegations fall substantially short of the PSLRA’s particularity requirements. See 15 U.S.C. § 78u-4(b)(l). Therefore, dismissal with prejudice of plaintiffs’ § 10(b) and Rule 10b-5 claims is warranted. b. Scienter Even if lead plaintiffs’ allegations of securities fraud satisfied the PSLRA’s particularity requirement, plaintiffs nonetheless fail to sufficiently plead scienter, that is, an “intent to deceive, manipulate, or defraud.” Green Tree, 270 F.3d at 653. The court looks to various “badges of fraud” to determine whether a complaint adequately pleads scienter. Navarre, 299 F.3d at 745. Plaintiffs argue they pleaded facts giving rise to a “reasonable and strong” inference of scienter based on (1) the reckless nature of the omissions, (2) defendants’ heightened motive and opportunity to engage in fraud and (3) defendants’ unusual trading activity during the putative class period. The court disagrees. (1) Recklessness Allegations of reckless conduct can give rise to a strong inference of scienter. See K-tel, 300 F.3d at 893-94; Kushner, 317 F.3d at 827. Recklessness, in the context of securities fraud, refers to “highly unreasonable omissions or misrepresentations that involve not merely simple or even inexcusable negligence, but an extreme departure from the standards of ordinary care, and that present a danger of misleading buyers or sellers which is either known to the defendant or is so obvious that the defendant must have been aware of it.” Green Tree, 270 F.3d at 654. A classic fact pattern of recklessness depicts defendants publishing statements “when they knew facts or had access to information suggesting that their public statements were materially inaccurate.” Id. at 665. However, corporate officials are not required to be clairvoyant and are responsible only for revealing the material facts reasonably available to them. Navarre, 299 F.3d at 743. Moreover, to the extent a complaint is based on forward-looking statements and opinions, the requisite state of mind is actual knowledge. Kushner, 317 F.3d at 831. Plaintiffs’ general allegations of scienter are based on (1) the company’s use of a real-time sales and accounting system and the occurrence of routine conferences, reports and updates among management, Kabbes and the vice president of marketing; (2) routine communication of sales goals to employees; (3) statements made by Kabbes at sales and marketing meetings; (4) Kabbes reporting directly to Frechette; and (5) defendants’ presumed knowledge of issues central to the company’s operations as a result of their respective positions. The consolidated securities complaint is replete with blanket assertions of knowledge that do not particularly state facts upon which such knowledge was based or increase the reasonableness or strength of an inference that any defendant acted with an intent to defraud the market. The confidential informants establish that, at most, an internal concern by Kabbes about Patterson Dental Supply’s sales growth and ability to compete was discussed at sales and marketing meetings. The only allegations particular to knowledge of the specific omissions involved in this case relate to Frechette. Plaintiffs pleaded no particular facts of an intent to deceive as to Wiltz and Ezerski other than their managerial roles and familiarity with the company. However, defendants’ respective positions within the company prove “nothing about fraud or knowledge thereof’ but rather are exactly the type of generalized allegations “the court must disregard under the PSLRA.” In re Xcel Energy, Inc., Sec., Der. & ERISA Litig., 286 F.Supp.2d 1047, 1062 (D.Minn.2003); see also In re Nash Finch Co. Sec. Litig., 323 F.Supp.2d 956, 962 (D.Minn.2004). Taking all plaintiffs’ allegations as true, they fail to demonstrate that any of the defendants “made unreasonable statements and the danger of misleading investors was so obvious that they must have been aware of it.” Kushner, 317 F.3d 820. Therefore, plaintiffs have failed to plead a reasonable and strong inference of scienter based on recklessness. (2) Motive and Opportunity Allegations of a motive generally possessed by all corporate officers and directors, such as a desire to appear profitable or keep stock prices high to increase compensation, are insufficient as a matter of law to satisfy the requirements of the PSLRA. K-tel, 300 F.3d at 894-95; Green Tree, 270 F.3d at 660. Allegations that “defendants misrepresented corporate performance in order to keep stock prices inflated while selling stock” can be sufficient, but plaintiffs must identify a “concrete and personal benefit to the individual defendants.” K-tel, 300 F.3d at 894. The only alleged “motive” in this case is the defendants’ desire to increase the value of Patterson common stock, a motive “universally held among corporations and their executives.” Green Tree, 270 F.3d at 664; Cerner, 425 F.3d at 1085. However, any concrete benefit defendants received during the putative class period as a result of their respective stock sales, for the reasons discussed below, does not suffice to establish a reasonable and strong inference of an intent to defraud the market. (3) Insider Trading Allegations of insider trading can give rise to a strong inference of scienter only if “unusual” in light of factors such as the timing, profit made, amount traded, portion of stockholdings retained and number of insiders involved. Navarre, 299 F.3d at 747; Green Tree, 270 F.3d at 659-60. During the securities class period, the price of Patterson common stock steadily increased from approximately $38.98 to $53.58. Frechette, Wiltz and Ezerski sold $8,938,148, $4,628,250 and $37,541,321 in Patterson common stock respectively. (ConsoLSec.Compl.lffl 6, 48-49.) Plaintiffs argue that defendants’ respective stock transactions during the securities class period were unusual in timing, magnitude and profitability, thereby creating a strong inference of scienter. The court disagrees. Plaintiffs exacerbate defendants’ stock transactions by emphasizing the aggregate value of stock traded by defendants collectively during the putative class period, which exceeded $51 million. Plaintiffs further emphasize that the defendants’ proceeds from their respective stock transactions were unusually profitable, dwarfed the compensation they earned in salary and bonuses and were not made in accordance with the PSLRA’s safe harbor for executive stock sales. See 17 C.F.R. § 240.10b5-l. However, plaintiffs strategically limit their pleadings to a comparison of defendants’ trades during the securities class period with the nine-month time period preceding the class period, during which the only transaction was a sale of 36,000 shares by Ezerski in September 2004. (See Consol. Sec. Compl. ¶¶ 48, 49.) Absent from the consolidated securities complaint are each individual defendant’s history of trading Patterson common stock, the rate of accumulation of that stock over the years and the quantity of stock they retained during and following the class period. According to each individual defendant’s Form 4s, following the securities class period Frechette retained over 97% of his stock, Wiltz retained over 89% of his stock and Ezerski retained 77% of his stock. (See Rosenberg Aff. Exs. 10-12.) The court will not limit its review of defendants’ history of stock transactions for purposes of evaluating allegations of scienter to a narrowly chosen win