UNITED STATES SECURITIES AND EXCHANGE COMMISSION Litigation Release No. 15884 / September 17, 1998 Accounting and Auditing Enforcement Release No. 1077 / September 17, 1998 Securities and Exchange Commission v. Thomas F. Casey, 1:98CV02214(TFH) (D.D.C.) (September 17, 1998) SEC SUES CHAIRMAN AND CEO OF AUDRE RECOGNITION SYSTEMS, INC. Civil Injunctive Action Alleges That Thomas F. Casey Ordered Fraudulent Nondisclosures, Directed False Recordkeeping, and Made False Statements to Auditors The Securities and Exchange Commission filed a civil injunctive action in the federal district court for the District of Columbia alleging that Thomas F. Casey, the chairman and CEO of Audre Recognition Systems, Inc., ordered fraudulent nondisclosures in Audre's filings with the Commission, directed the falsification of corporate records, and made materially false statements to Audre's auditors in 1993 and 1994. Audre, based in San Diego, California, develops and markets document-conversion software. Fraudulent Nondisclosures In August 1993, according to the complaint, Casey took an undisclosed $908,000 personal loan from Audre to pay off a margin call on his personal holdings of Audre stock. The complaint alleges that, despite the materially large size of the loan, Casey directed Audre's executive vice president and its senior accountant to withhold disclosure of the loan from Audre's internal records and periodic reports with the Commission. Accordingly, Audre's Form 10-Q filings for the quarters ended October 1993 and January 1994 and its Form 10-K filing for the year ended April 1994 failed to disclose the loan, the complaint alleges. According to the complaint, Casey reviewed and signed the Forms 10-Q and the Form 10-K knowing that those filings failed properly to disclose the loan as a related-party transaction and that they contained financial statements that were not prepared in conformity with generally accepted accounting principles (GAAP). The complaint also alleges that in 1994 Casey caused Audre to file with the Commission a Form S-1 registration statement that included the false and misleading quarterly and year-end financial statements. False Recordkeeping According to the complaint, Audre's financial statements, which were included in the Forms 10-K, 10-Q, and S-1 filings, improperly accounted for the loan in Audre's cash and cash equivalents account. The complaint also alleges that Casey deliberately caused the loan to be improperly recorded as an "investment" on Audre's books and records. False Statements to Auditors According to the complaint, Casey directed his staff not to disclose the loan to Audre's auditors during the 1994 year-end audit. The complaint alleges that Casey, along with the executive vice president and the senior accountant, signed a representation letter in 1994 that falsely stated that all loans had been properly recorded or disclosed in Audre's financial statements. The complaint states that Casey repaid the loan in April 1994, before Audre's April 30 fiscal year-end. The complaint also states that Audre eventually disclosed the loan and its repayment in a June 1995 amendment to the 1994 Form 10-K. After the 1995 disclosure of the loan, according to the complaint, Casey directed the vice president and senior accountant to conceal from the auditors the true circumstances surrounding Audre's earlier failures to make disclosure. Indeed, the complaint alleges that Casey directed the executive vice president and the senior accountant to assert that a "miscommunication" had caused the transaction to be improperly recorded as an investment on Audre's books and records. Pending Settlement The Commission's complaint seeks an order enjoining Casey from further violations of Section 17(a) of the Securities Act, Sections 10(b) and 13(b)(5) of the Exchange Act, and Rules 10b-5, 13b2-1, and 13b2-2, as well as the imposition of civil monetary penalties. Without admitting or denying the allegations in the Commission's complaint, Casey has agreed to a settlement whereby he would be fully enjoined by an order of the court but would not pay civil monetary penalties in view of his demonstrated financial inability to pay. Related Administrative Proceeding The Commission has also instituted an administrative proceeding against Beverly E. Johnston, Audre's former executive vice president, Nick R. Avila, Audre's former senior accountant, and Audre in connection with this matter. Without admitting or denying the Commission's findings, Johnston, Avila, and Audre have consented to an order compelling them to cease and desist from committing or causing violations of the antifraud, recordkeeping, and other provisions of the federal securities laws. In the Matter of Audre Recognition Systems, Inc., Beverly E. Johnston, and Nick R. Avila, Admin. Proc. No. 3- 9707 (September 17, 1998); SEA Rel. No. 40446; AAE Rel. No. 1076.