UNITED STATES DISTRICT COURT
DISTRICT OF MASSACHUSETTS

COMPLAINT

Plaintiff Securities and Exchange Commission ("Commission") alleges the following against defendants Geoffrey E. Fitts ("Fitts") and William D. Fabri, Sr. ("Fabri"):

SUMMARY

1. This enforcement action involves insider trading in the securities of MetroWest Bank ("MetroWest"), formerly a publicly-traded Massachusetts state-chartered financial institution based in Framingham, Massachusetts. At all relevant times, Fitts was a director of MetroWest and Fabri was Fitts' friend and business associate.

2. Fitts learned at a MetroWest board of directors meeting on May 16, 2001 of MetroWest's plans to be acquired by another bank. He passed this information on to Fabri during a telephone call on May 21, 2001. That day, Fabri wrote a $20,000 check from his bank account to his brokerage account to finance the purchase of MetroWest shares. Fitts and Fabri then spent much of the next day together on May 22, 2001, during which time they further discussed the impending takeover of MetroWest. On May 23, 2001, Fabri purchased 3,000shares of MetroWest at $7.65 per share. Fabri's purchase of MetroWest stock marked the first time in at least ten years that he had purchased an individual stock.

3. Between May 21, 2001 and May 25, 2001, Fabri also caused another individual (hereinafter referred to as "the Second Trader") to purchase 325 shares of MetroWest (100 shares on May 21 at $7.75 per share and 225 on May 25 at $7.74 per share).

4. Shortly after the market opened on June 11, 2001, Banknorth Group, Inc. ("Banknorth") announced plans to acquire MetroWest. The share price of MetroWest closed the next day at $11.22 per share. Through his insider trading, Fabri profited by $10,710. The Second Trader profited by $1,130 through his trading.

5. By virtue of his conduct, Fitts engaged in fraud in the purchase and sale of securities, in violation of § 10(b) of the Securities Exchange Act of 1934 ("Exchange Act") [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]. Accordingly, the Commission seeks the following relief as to Fitts: (i) the entry of a permanent injunction prohibiting Fitts from future violations of § 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]; (ii) the imposition of civil monetary penalties in the amount up to three times the amount of the profits from Fabri's insider trading and the Second Trader's trading; and (iii) a permanent bar — pursuant to § 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)] — from serving as an officer or director of any issuer required to file reports with the Commission pursuant to §§ 12(b), 12(g) or 15(d) of the Exchange Act [15 U.S.C. §§ 781(b), 781(g) and 78o(d)].

6. By virtue of his conduct, Fabri engaged in fraud in the purchase and sale of securities, in violation of § 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5thereunder [17 C.F.R. § 240.10b-5]. Accordingly, the Commission seeks the following relief as to Fabri: (i) the entry of a permanent injunction prohibiting Fabri from future violations of § 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]; (ii) disgorgement of profits from Fabri's insider trading and from the Second Trader's trading in the amount of $11,840.00, plus pre-judgment interest in the amount of $1,278.65; and (iii) the imposition of civil monetary penalties in the amount up to three times the amount of the profits from Fabri's insider trading and the Second Trader's trading.

JURISDICTION AND VENUE

7. The Commission seeks a permanent injunction and disgorgement pursuant to § 21(d)(1) of the Exchange Act [15 U.S.C. §78u(d)(1)]. The Commission seeks the imposition of civil monetary penalties pursuant to § 21A of the Exchange Act [15 U.S.C. §78u-1].

8. This Court has jurisdiction over this action pursuant to §§ 21, 21A and 27 of the Exchange Act [15 U.S.C. §§78u, 78u-1, 78aa]. Venue is proper in this District because both defendants reside here; the publicly-traded issuer, MetroWest, was located here; and many of the activities alleged in this Complaint took place here.

9. In connection with the conduct described in this Complaint, Fitts and Fabri directly and indirectly made use of the means or instrumentality of interstate commerce or of the mails.

DEFENDANTS AND RELEVANT ENTITIES

10. Fitts, age 64, has resided in both Framingham, Massachusetts, and Sarasota, Florida. He was a director of MetroWest until it was acquired by Banknorth at the end of October 2001. During the relevant period, Fitts also worked in the insurance industry.

11. Fabri, age 59, is a resident of Ipswich, Massachusetts. Fabri works in the insurance industry and is Fitts' friend and business associate.

12. MetroWest was a Massachusetts state-chartered financial institution based in Framingham, Massachusetts, with nearly $1 billion in assets. During the relevant time period, MetroWest's stock was registered with the Commission pursuant to § 12(g) of the Exchange Act [15 U.S.C. § 78k(g)] and traded on the NASDAQ National Market System.

13. Banknorth is a bank holding company headquartered in Portland, Maine. During the relevant time period, Banknorth's stock was registered with the Commission pursuant to § 12(g) of the Exchange Act [15 U.S.C. § 78k(g)] and traded on the NASDAQ National Market System. On November 4, 2002, Banknorth's stock began trading on the New York Stock Exchange.

STATEMENT OF FACTS

Fitts Obtained Material Nonpublic Information about MetroWest's Potential Merger with Another Financial Institution

14. At a May 16, 2001 MetroWest board of directors meeting, the chairman of MetroWest informed Fitts and other MetroWest directors that he had been having discussions with Banknorth and another large bank regarding the possible sale of MetroWest. At that meeting, MetroWest's board of directors instructed MetroWest's management to pursue a merger transaction with one of those institutions.

15. During the meeting, the MetroWest chairman cautioned Fitts and other members of MetroWest's board of directors that the discussion about selling MetroWest was strictly confidential and that board members should neither trade in MetroWest securities nor discuss trading with others.

16. Also during the May 16 meeting, MetroWest's directors authorized the execution of a confidentiality agreement between MetroWest and Banknorth. The agreement, which was executed the same day, made confidential all information exchanged between MetroWest and Banknorth, including the fact that negotiations concerning a possible acquisition had occurred and were ongoing.

Fitts Tipped Fabri to Material, Nonpublic Information about MetroWest's Pending Acquisition

17. Fitts called Fabri at approximately noon on May 21, 2001. During that telephone call, Fitts tipped Fabri to the pending acquisition of MetroWest. That same day, Fabri wrote a $20,000 check from his bank account to his brokerage account in order to finance the purchase of MetroWest shares. Fitts and Fabri then played golf and spent much of the next day together on May 22, 2001, during which time they further discussed the pending takeover of MetroWest.

18. At all relevant times, Fabri knew that Fitts was a director of MetroWest.

Fabri Purchased MetroWest Stock After Receiving Material Nonpublic Information from Fitts

19. On May 23, 2001, Fabri bought 3,000 shares of MetroWest stock at $7.65 per share, for a total cost of approximately $23,000. On May 24, 2001, Fabri wrote a second check in the amount of $3,000 from his bank account to his brokerage account to cover the balance of the cost of the shares that he purchased the previous day.

20. Prior to this pruchase of MetroWest stock in May 2001, Fabri had not purchased any securities in his brokerage account since he opened it in February 2001. In fact, Fabri's purchase marked the first time in at least ten years that he had invested in individual stocks.

The Second Trader Purchased MetroWest Stock after Discussing MetroWest with Fabri

21. The Second Trader purchased MetroWest shares on May 21, 2001 and on May 25, 2001 (100 shares on May 21 at $7.75 per share and 225 shares on May 25 at $7.74 per share). The Second Trader purchased MetroWest stock after Fabri told the Second Trader that Fabri was buying the stock. Thus, Fabri caused the Second Trader to buy the stock at a time when Fabri was in possession of material, nonpublic information concerning the pending acquisition of MetroWest.

Fitts Breached His Fiduciary Duty to MetroWest When He Disclosed Material Nonpublic Information to Fabri

22. At all relevant times, Fitts was an insider of MetroWest who had a fiduciary duty to the company and its shareholders not to trade, or direct others to trade, in the company's securities while in possession of material non-public information about the company. Fitts was subject to MetroWest's insider trading policy, which prohibited tipping individuals to material, nonpublic information or using material, nonpublic information as a basis for recommending the purchase of a security.

23. When Fitts disclosed the material, nonpublic information concerning MetroWest's potential acquisition to Fabri on May 21 and May 22, 2001, he violated his fiduciary duty to MetroWest and its shareholders.

24. Fabri knew or was reckless in not knowing that, when Fitts disclosed the material, nonpublic information to him, Fitts breached a duty that he owed to MetroWest and its shareholders.

CLAIM FOR RELIEF

(Violations of § 10(b) of the Exchange Act and Rule 10b-5)

25. The Commission repeats and incorporates by reference the allegations in paragraphs 1-24 of the Complaint as if set forth fully herein.

26. As set forth above, Fitts obtained material, nonpublic information about MetroWest and then tipped Fabri in breach of his duty of confidentiality to MetroWest and its shareholders. MetroWest stock, thereby enabling the Second Trader to profit from that purchase. Fabri profited from buying MetroWest stock while in possession of the material, nonpublic information. He also caused the Second Trader to buy

27. By reason of the foregoing, Fitts and Fabri, directly or indirectly, acting intentionally, knowingly or recklessly, by use of the means or instrumentalities of interstate commerce or of the mails, in connection with the purchase or sale of securities: (a) employed devices, schemes or artifices to defraud; (b) made untrue statements of material fact or omitted to state a material fact necessary to make the statements made, in the light of the circumstances under which they were made, not misleading; or (c) engaged in acts, practices or courses of business which operated as a fraud or deceit upon certain persons, including purchasers or sellers of MetroWest stock.

28. As a result, Fitts and Fabri violated § 10(b) of the Exchange Act [15 U.S.C. §78j(b)] and Rule 10b-5 thereunder [17 C.F.R. §240.10b-5].

PRAYER FOR RELIEF

WHEREFORE, the Commission requests that this Court:

A. Enter a permanent injunction restraining Fitts, Fabri, their agents, servants, employees and attorneys, and those persons in active concert or participation with them who receive actual notice of the injunction by personal service or otherwise, including facsimile transmission or overnight delivery service, from directly or indirectly engaging in violations of § 10(b) of the Exchange Act [15 U.S.C. §78j(b)] and Rule 10b-5 thereunder [17 C.F.R. §240.10b-5];

B. Require Fabri to disgorge the profits from his insider trading and from the Second Trader's trading, plus pre-judgment interest;

C. Order Fitts and Fabri each to pay a civil monetary penalty in the amount up to three times the amount of the profits from Fabri's insider trading and the Second Trader's trading, pursuant to § 21A of the Exchange Act [15 U.S.C. §78u-1];

D. Permanently bar Fitts, pursuant to § 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)], from serving as an officer or director of any issuer required to file reports with the Commission pursuant to §§ 12(b), 12(g) or 15(d) of the Exchange Act [15 U.S.C. §§ 781(b), 781(g) and 78o(d)];

E. Retain jurisdiction over this action to implement and carry out the terms of all orders and decrees that may be entered; and

F. Grant such other and further relief as the Court deems just and proper.

Dated: April 10, 2003

http://www.sec.gov/litigation/complaints/lr18080.htm