U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 17378 / February 25 , 2002
SECURITIES AND EXCHANGE COMMISSION v. JOHN J. CASSESE, Civil Action No. 02-01605 FMC (AJWx) (C.D. Cal.)
The United States Securities and Exchange Commission announced today that it has filed and settled a complaint against John J. Cassese ("Cassese"), the chairman and president of Computer Horizons Corporation ("Computer Horizons"), in federal court in Los Angeles. The Commission's complaint alleges that Cassese violated Section 14(e) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 14e-3 thereunder by engaging in insider trading in the stock of Data Processing Resources Corporation while in possession of material, nonpublic information about a tender offer for DPRC stock by Compuware Corporation. The settlement provides, in part, that Cassese will pay a total of more than $300,000 in ill-gotten trading profits, interest and civil penalties. During the relevant period, Computer Horizon's, DPRC's and Compuware's shares all traded on the NASDAQ-NMS under the ticker symbols CHRZ, DPRC and CPWR, respectively.
The complaint alleges that Cassese learned that Compuware would be acquiring DPRC three days before the public announcement of the tender offer from Compuware's Chairman and CEO. The day after Cassese learned of the material, non-public information regarding the pending acquisition of DPRC, he purchased 15,000 DPRC shares. After Compuware and DPRC publicly announced the acquisition on June 24, 1999, DPRC's share price rose to $23.375 per share, a 91% increase from the previous day's close of $12.25 per share. Cassese sold all 15,000 shares immediately after the public announcement of the acquisition, realizing a profit of $150,937.50.
Without admitting or denying the allegations in the complaint, Cassese consented to the entry of a final judgment that would permanently enjoin him from future violations of Section 14(e) of the Exchange Act and Rule 14e-3 thereunder. Cassese also agreed to disgorge $150,937.50 in ill-gotten gains, plus prejudgment interest, and will pay a civil penalty of $150,937.50.
The Commission acknowledges the assistance provided by NASD Regulation, Inc. in connection with this matter.