U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 20474 / March 4, 2008
SEC v. Stanley Manne, Civil Action No. 08-CV-1068 (E.D.Pa.)
SEC Charges Stanley Manne With Insider Trading in the Stock of Valley Forge Scientific, Inc.
The Securities and Exchange Commission ("Commission") today announced the filing of a civil action in the United States District Court for the Eastern District of Pennsylvania against Stanley Manne, of Aventura, Florida, for engaging in unlawful insider trading in the securities of Valley Forge Scientific, Inc. ("Valley Forge"), which was located in Oaks, Pennsylvania. The complaint alleges that the defendant, a retired business owner, purchased securities of Valley Forge on the basis of material nonpublic information concerning a merger between Valley Forge and Synergetics, Inc. Without admitting or denying the allegations of the complaint, Manne has consented to the entry of a final judgment permanently enjoining him from engaging in the violations set forth below, and ordering him to pay disgorgement of $85,601, plus prejudgment interest of $13,315, and a civil penalty of $85,601.
The Commission's complaint alleges that Synergetics, a privately held corporation, developed and manufactured microsurgical instruments and devices. Valley Forge, now known as Synergetics USA, Inc., manufactured electrosurgical equipment and instrumentation. Valley Forge's common stock was traded on the Boston Stock Exchange and quoted on the NASDAQ SmallCap Market until the completion of the merger with Synergetics. On May 3, 2005, Valley Forge and Synergetics jointly announced an agreement to merge the two companies. On that day, Valley Forge common stock closed at $2.30 per share, an increase of 23 percent over the previous day.
The complaint alleges that Valley Forge and Synergetics began discussions concerning a possible merger in July 2003. In May 2004, a Valley Forge director who later became Valley Forge's chief operating officer (hereinafter "Chief Operating Officer"), became the principal negotiator for Valley Forge in connection with the merger discussions. Manne and the Chief Operating Officer have had a close personal and professional relationship for more than 30 years and Manne knew, during the relevant time period, that the Chief Operating Officer was a Valley Forge director and that he had access to confidential information about the merger negotiations.
The complaint also alleges that, in February 2005, the Chief Operating Officer resigned from Valley Forge's board of directors to become the company's chief operating officer, and asked Manne if he would be interested in replacing him on Valley Forge's board. He told Manne that Valley Forge was involved in discussions with several potential sale or merger partners, including Synergetics, and that, as a director, Manne would be involved in these matters. Manne agreed to keep this information confidential and not to trade on it. Nevertheless, between February 14, 2005 and May 3, 2005, in breach of a duty of trust and confidence he owed to the Chief Operating Officer, Manne misappropriated material nonpublic information concerning the merger negotiations for his own use, and purchased 105,680 shares of Valley Forge common stock in 45 trades on 34 separate days. Although Manne did not sell his shares immediately after the merger announcement, as a result of his unlawful trading Manne realized potential profits of $85,601.
The Commission's complaint alleges that by his conduct, Manne violated Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and seeks a permanent injunction, disgorgement together with prejudgment interest, and a civil penalty against Manne.
The Commission acknowledges the assistance of the National Association of Securities Dealers (now known as the Financial Industry Regulatory Authority) with respect to this matter.