U.S. Securities and Exchange Commission Litigation Release No. 15596 / December 18, 1997 SECURITIES AND EXCHANGE COMMISSION v. SANJEEV "TONY" SACHDEVA AND NASIM "NICKY" AZIZ, U.S. District Court for the Northern District of Texas, (3- 97-CV-3103-D) (December 18, 1997) The Securities and Exchange Commission has filed a complaint against Sanjeev "Tony" Sachdeva, formerly the Chairman and Chief Executive Officer of IRG Technologies, Inc. ("IRG"), and Nasim "Nicky" Aziz, formerly Executive Vice President of IRG. The complaint charges Sachdeva, 40, of the Dallas, Texas area, with directing and participating in illegal schemes to reduce IRG's operating expenses and increase its income, which rendered IRG's registration statement for its Initial Public Offering ("IPO") false and misleading. The complaint charges Aziz, 38, also of the Dallas area, with knowingly falsifying books and records in furtherance of a post-IPO scheme to reduce IRG's expenses. IRG, a Carrollton, Texas-based distributor of computers and computer-related equipment, is now in Chapter 7 bankruptcy proceedings. The Commission's complaint alleges the following: In 1992 and 1993 Sachdeva directed the company to submit fraudulent claims for reimbursement of certain co-operative advertising expenses to computer manufacturers whose products IRG sold. Sachdeva also directed IRG employees to use fraudulent airline tickets for business travel. These fraudulent schemes materially reduced IRG's expenses by an amount equivilant to 8.5 percent and 5.1 percent, respectively, of IRG's reported pre-tax income for the first quarter of fiscal 1993 (October-December 1992) and for the first and second quarters (October 1992-March 1993), and financial statements reflecting these fraudulently-avoided expenses were included as part of the registration statement for IRG's IPO in May 1993. In addition, the registration statement failed to disclose that IRG had reduced its expenses fraudulently, or to disclose the risks that the advertising scheme posed to IRG's continued relationships with its key suppliers. In furtherance of these schemes, Sachdeva authorized false entries in IRG's books and records, ignored known deficiencies concerning IRG's internal controls, and concealed the misconduct from IRG's auditors and underwriters. After the IPO Sachdeva and Aziz engaged in additional fraudulent schemes, and directed or countenanced other fraud by IRG employees to reduce IRG's operating expenses. These schemes included intentionally damaging computers so that they could be returned as "defective," shipping computers with false FCC compliance certifications, purchasing bootleg Microsoft software for resale, continuing to use fraudulent airline tickets, and attempting to evade customs duties. With respect to the scheme involving customs duties, Aziz obtained a fictitious invoice that understated the price of computers to be purchased overseas in an attempt to avoid paying the import duty on the full value of the computers. ======END OF PAGE 1====== Simultaneously with the filing of the complaint, Sachdeva consented, without admitting or denying the allegations in the complaint, to the entry of a final judgment enjoining him from future violations of Section 17(a) of the Securities Act of 1933, Sections 10(b), 13(b)(2)(A), 13(b)(2)(B) and 13(b)(5) of the Securities Exchange Act of 1934 ("Exchange Act"), and Exchange Act Rules 10b-5 and 13b2-1, and requiring him to pay a civil penalty of $50,000. Aziz, without admitting or denying the complaint's allegations, consented to the entry of a final judgment enjoining him from future violations of Section 13(b)(5) of the Exchange Act, and Exchange Act Rule 13b2-1, and requiring him to pay a civil penalty of $5,000. ======END OF PAGE 2======