SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 17282 / December 19, 2001
SECURITIES AND EXCHANGE COMMISSION v. DOUGLAS M. GLOFF, United States District Court for the Northern District of California, Civil Action No. C01-4984 JL , Filed December 19, 2001
SEC FILES INSIDER TRADING ACTION AGAINST DOUGLAS M. GLOFF
On December 19, 2001, the Securities and Exchange Commission filed civil fraud charges in the United States District Court for the Northern District of California against Douglas M. Gloff, alleging that Gloff illegally traded in the securities of Acuson Corporation prior to the public announcement on September 27, 2000 that Siemens Medical Engineering Group was making a tender offer for Acuson. The complaint alleges that Gloff's illegal insider trading yielded profits of $137,485.91.
The Commission's complaint alleges that, prior to the public announcement of the tender offer, Gloff learned from one of Acuson's outside directors that Acuson was going to be acquired. According to the complaint, Gloff, while in possession of this material, non-public information, purchased 200 Acuson call options on September 21, 2000. On September 27, the day of the public announcement, Acuson shares closed at $22.55, up 43% from the previous trading day. On the same day, Gloff sold all 200 of the call options he had previously purchased, thereby realizing profits of $137,485.91. The complaint further alleges that on October 3, after being contacted by the Commission staff, Gloff met with the Acuson director and suggested that the director deny that he knew Gloff if he was asked that question.
The complaint alleges that Gloff violated Section 14(e) of the Securities Exchange Act of 1934 and Rule 14e-3 thereunder and seeks an order enjoining Gloff from future violations of those provisions, the disgorgement of illegally-obtained profits and prejudgment interest, and the imposition of a civil money penalty.
Also on December 19, 2001, the U.S. Attorney for the Northern District of California announced the filing of a criminal complaint against Gloff charging him with insider trading and obstruction of justice. The Commission wishes to acknowledge the assistance provided by the Pacific Stock Exchange and the New York Stock Exchange in connection with this matter.