U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 20544 / April 30, 2008
Accounting and Auditing Release No. 2817 / April 30, 2008
SEC v. James J. Treacy, United States District Court for the Southern District of New York, Civil Action No. 08 CV 4052 (S.D.N.Y. April 30, 2008)
SEC Charges Two Former Executives of Monster Worldwide, Inc. for Backdating Options
The Securities and Exchange Commission (the "SEC") today charged two former senior executives at Monster Worldwide, Inc., for their alleged participation in a multi-year scheme to secretly backdate stock options granted to thousands of Monster officers, directors and employees.
The SEC's complaint, filed in the District Court for Southern District of New York, alleges that Monster's former president and chief operating officer James J. Treacy and former controller Anthony Bonica participated in a scheme that began in 1997 to fraudulently backdate stock options to coincide with the dates of low closing prices for the New York-based company's common stock.
The SEC is alleging that this scheme resulted in grants of in-the-money options to numerous individuals without Monster properly describing its options practices in its public filings or properly accounting for these options in its financial statements. As a result of their conduct, Monster misrepresented that all stock options were granted at the fair market value of the stock on the date of the award, when that was not the case. Monster also filed materially misstated financial statements with the SEC in its Forms 10-K and 10-Q that did not recognize compensation expense for the company's stock option grants, as required by generally accepted accounting principles. As a result, Monster overstated its aggregate pre-tax operating income by approximately $339.5 million for fiscal years 1997 through 2005.
The SEC's complaint further alleges that Treacy and Bonica personally benefited from the fraudulent scheme by receiving and exercising backdated grants of in-the-money options.
The SEC is charging Treacy with violating Section 17(a) of the Securities Act, Sections 10(b), 13(b)(5), 14(a) and 16(a) of the Exchange Act and Rules 10b-5, 13b2-1, 13b2-2, 14a-9 and 16a-3 thereunder, and for aiding and abetting Monster's violations of Sections 13(a) and 13(b)(2)(A) of the Exchange Act and Rules 12b-20, 13a-1, 13a-11, and 13a-13. The SEC is charging Bonica with violating Section 17(a) of the Securities Act, Sections 10(b), 13(b)(5), and 14(a) of the Exchange Act and Rules 10b-5, 13b2-1, and 14a-9 thereunder, and for aiding and abetting Monster's violations of Sections 10(b), 13(a), 13(b)(2)(A), and 14(a) of the Exchange Act and Rules 10b-5, 12b-20, 13a-1, 13a-11, 13a-13, and 14a-9 thereunder. The Commission is seeking permanent injunctive relief, disgorgement of ill-gotten gains and financial penalties from each defendant, as well as an officer and director bar against Treacy.
The Commission's investigation in this matter is continuing.