U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 20805A / November 13, 2008
Securities and Exchange Commission v. Jonathan Wilson, Civil Action No. CV08-5133, (N.D. Cal. filed November 12, 2008)
SEC Files Settled Insider Trading Action Against Former Senior Finance Manager of McKesson Corporation
The Securities and Exchange Commission announced that it filed a settled civil injunctive action against Jonathan Wilson for insider trading in advance of McKesson Corporation's public announcement on July 11, 2005 that it intended to acquire D&K Healthcare Resources, Inc., a St. Louis, Missouri-based distributor of pharmaceuticals and healthcare products. The Commission's complaint, filed on November 12, 2008 in the United States District Court for the Northern District of California - San Francisco Division, alleged that Wilson, a former senior manager in McKesson's finance department, misappropriated material, non-public information from McKesson about its planned acquisition of D&K through a tender offer and purchased shares of D&K stock in several accounts belonging to his family members based on that information. Wilson consented upon the filing of the Commission's complaint to the entry of a final judgment permanently enjoining him from violating the antifraud and tender offer provisions of the federal securities laws and requiring him to pay disgorgement of $117,045.87.
According to the Commission's complaint, Wilson, a resident of San Lorenzo, California, learned about McKesson's acquisition plans for D&K through his supervisor, who along with others conducted due diligence on D&K in April and May 2005. Wilson worked close to and regularly visited his supervisor's cubicle. The complaint alleges that while Wilson did not personally receive official advance notice of McKesson's acquisition of D&K, Wilson learned about the acquisition by overhearing his supervisor's meetings and phone calls about D&K and viewing documents regarding D&K left in plain view on his supervisor's desk. According to the complaint, after learning of McKesson's anticipated acquisition of D&K, Wilson purchased 17,530 shares of D&K in 12 different brokerage accounts belonging to various members of his family. The complaint alleges that on July 11, 2005 when McKesson publicly announced its tender offer for D&K, the price of D&K's stock rose 68% from the previous day's closing price of $8.50 to $14.30 per share. According to the Commission, the unrealized gains from Wilson's illegal insider trading total $117,045.87.
Based on Wilson's conduct, the Commission's complaint charges him with violating Sections 10(b) and 14(e) of the Securities Exchange Act of 1934 and Rules 10b-5 and 14e-3 thereunder. To settle the Commission's charges, Wilson has consented, without admitting or denying the allegations in the complaint, to the entry of a final judgment permanently enjoining him from committing future violations of the federal securities laws. Wilson also has agreed to pay disgorgement of $117,045.87 pursuant to a payment plan. Based on Wilson's financial condition, the Commission is not seeking a civil penalty against him and waives the payment of pre- and post-judgment interest.
The Commission acknowledges the assistance and cooperation of the Financial Industry Regulatory Authority.