U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 21404 / February 2, 2010
Securities and Exchange Commission v. Bruce A. Macdonald and Robert A. Maresca, Defendants, and Bruce K. Bohlander, Relief Defendant, United States District Court for the District of Connecticut, Civil Action No. 3:10cv151(WWE)
SEC Files Settled Insider Trading Charges Against Connecticut Residents
The Securities and Exchange Commission today announced that on February 1, 2010, it filed a settled civil enforcement action in the United States District Court for the District of Connecticut, alleging that Defendants Bruce A. Macdonald of Wilton, Connecticut, and Robert A. Maresca of Bridgeport, Connecticut, engaged in insider trading in the common stock of Connecticut- based Memry Corporation prior to the announcement on June 24, 2008 that SAES Getters S.p.A. (“SAES”), an Italian public company, would acquire Memry. In the complaint, Bruce K. Bohlander of Katonah, New York, was also named as a relief defendant. Macdonald, Maresca, and Bohlander have agreed to pay a total of nearly $88,000 in disgorgement of ill-gotten gains, prejudgment interest, and civil penalties to settle the charges.
The Commission’s complaint alleges that between July 13, 2007 and April 4, 2008, Macdonald, the husband of Memry’s corporate secretary and vice president of human resources, purchased Memry securities in his own account and in the account of Bohlander while in possession of material, non-public information concerning the acquisition of Memry by SAES. The complaint alleges that Macdonald also tipped Maresca who purchased Memry securities on four occasions between March 7, 2008 and April 3, 2008. The complaint further alleges that Macdonald caused two other individuals to purchase Memry stock at various times between September 26, 2007 and March 31, 2008. On June 24, 2008, after the acquisition was announced, Memry’s stock price increased 64%, closing at $2.39 per share.
Under the terms of the proposed settlement, Macdonald and Maresca have consented, without admitting or denying the allegations of the Commission’s complaint, to the entry of final judgments permanently enjoining them from violating the antifraud provisions of the Securities Exchange Act of 1934, specifically Section 10(b) and Rule 10b-5 thereunder. As part of the proposed settlement, Macdonald and Maresca also have agreed to pay disgorgement of $8,198 and $12,335, prejudgment interest of $591 and $845, and a civil penalty of $26,398 and $12,335 respectively. Bohlander has consented, without admitting or denying the allegations of the Commission’s complaint, to the entry of a final judgment requiring him to pay disgorgement of $25,508 and prejudgment interest of $1,748.
The Commission acknowledges the assistance of the Financial Industry Regulatory Authority (“FINRA”) in this matter.
See Also: SEC Complaint