SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 16413 / January 20, 2000
SECURITIES AND EXCHANGE COMMISSION V. SIMON M. ROSENFELD, TERRY D. KOCHANOWSKI, AND JOHN F. YAKIMCZYK, 97 CIV. 1467 (S.D.N.Y.) (WHP)
The Securities and Exchange Commission ("Commission") announced today that on January 10, 2000, the Honorable William H. Pauley III, United States District Judge for the Southern District of New York, entered a Final Judgment of Permanent Injunction and Other Equitable Relief By Consent Against Terry D. Kochanowski ("Kochanowski").
In the underlying action, which was filed on March 4, 1997, the Commission alleged that Kochanowski and the other two defendants, Simon M. Rosenfeld ("Rosenfeld") and John F. Yakimczyk ("Yakimczyk"), participated in a "pump and dump" scheme to inflate the value of the common stock of Synpro Environmental Services, Inc. (f/k/a Sherwood Corporation) ("Synpro"), and then sell their personal stock holdings to investors at artificially high prices. Specifically, from approximately December 1991 through May 1994, Kochanowski, Synpro's former vice president, and Rosenfeld, Synpro's former president, violated the antifraud provisions of the securities laws by reporting materially misleading information concerning Synpro's acquisitions and other transactions in Synpro's annual and quarterly reports. For example, Synpro reported that it owned the Hotel Medialuna, purportedly a $20,000,000 resort hotel located in Equatorial Guinea. Kochanowski knew, however, that Synpro's ownership of the hotel was in doubt, but Synpro did not disclose this significant uncertainty to investors. Synpro also disclosed that it had obtained a $5,000,000 line of credit from Societe Financiere Privee, S.A. ("SFP"), a financial institution located in Geneva, Switzerland. Kochanowski knew, however, that SFP had not authorized or issued the line of credit to Synpro. The Complaint alleged that Kochanowski and Rosenfeld violated the registration provisions of the Securities Act of 1933 ("Securities Act") by selling unregistered Synpro common stock to investors. Rosenfeld and Kochanowski created a market for, and facilitated the sale of, the unregistered Synpro stock by paying undisclosed kickbacks to a registered representative, Yakimczyk, for selling Synpro stock to his retail customers.
Kochanowski consented to the final judgment without admitting or denying the Commission's allegations in its Complaint.
The consent judgment permanently enjoins Kochanowski from violating Sections 5(a), 5(c) and 17(a) of the Securities Act, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5, and Rules 101 and 102 of Regulation M. The judgment bars Kochanowski from serving as an officer or director of a public reporting company. The judgment also orders Kochanowski to disgorge $50,011, the illicit profits he received from the fraudulent scheme, but waives payment of the disgorgement and prejudgment interest, and does not impose civil penalties, based on Kochanowski's demonstrated inability to pay.
Litigation is still pending against defendants Rosenfeld and Yakimczyk.