U.S. Securities and Exchange Commission
Litigation Release No. 21896 / March 23, 2011
SEC v. Daniel F. Wiener II, Action No. 1:11cv292-GBL/IDD (E.D. Va., March 23, 2011)
SEC CHARGES COMPANY EXECUTIVE WITH INSIDER TRADING
The Securities and Exchange Commission today announced the filing of a civil injunctive action in U.S. District Court in Alexandria, Virginia against Daniel F. Wiener II of Leesburg, Virginia. The Commission alleges that Wiener engaged in insider trading by purchasing securities of MTC Technologies, Inc. (“MTC”) prior to MTC’s public announcement that it had entered into a definitive agreement to be acquired by BAE Systems, Inc. (“BAE”).
According to the Commission’s complaint, during December 2007, Wiener was an executive at BAE and, in the course of his employment, learned material, nonpublic information regarding BAE’s plan to acquire MTC. Although he was not directly involved in the acquisition of MTC by BAE, prior to the public announcement he had regular contact with other BAE employees who were involved in highly confidential preparations for the acquisition. On December 7, 2007, Wiener participated in a staff meeting during which the proposed acquisition of MTC was discussed under its code name, “Project Mira.” The Commission alleges that Wiener actively participated in the discussion and shared detailed information concerning the target’s business, including its aircraft integration capabilities and specific contract bidding opportunities, which showed that he knew “Mira” referred to MTC. Approximately thirty minutes after the scheduled end of the staff meeting, Wiener placed an order to purchase 10,000 shares of MTC in his personal brokerage account. On December 12, 2007, Wiener placed an order to purchase an additional 1,000 shares of MTC in his wife’s brokerage account. After the market closed on Friday, December 21, 2007, MTC publicly announced its agreement to be acquired by BAE. On January 28, 2008, Wiener sold all 11,000 shares of MTC, realizing a profit of $67,686.99.
The Commission’s complaint charges Wiener with violating the antifraud provisions of the federal securities laws. Without admitting or denying the allegations in the complaint, Wiener has consented to the entry of a final judgment permanently enjoining him from violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and requiring him to pay disgorgement of $67,686.99, prejudgment interest of $8,323.17, and a civil penalty of $25,000.