U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 22367 / May 11, 2012
Securities and Exchange Commission v. Frank Lynn Blystone, United States District Court for the Eastern District of California, Case No. 1:12-CV-00774 LJO (GSAx) (May 10, 2012).
SEC CHARGES FORMER OIL COMPANY EXECUTIVE WITH INSIDER TRADING
The Securities and Exchange Commission today announced charges against a former executive at a Bakersfield, Calif.-based oil and gas production company for insider trading in his company’s stock using confidential information received while he was the CEO and chairman of the board.
The Commission alleges that Frank Lynn Blystone received e-mail updates prior to his March 5, 2010, retirement from Tri-Valley Corporation that contained confidential information about the company’s ongoing efforts to raise capital and problems it had encountered in a securities offering. Based on the non-public information he received, Blystone liquidated stock he held in a brokerage account shortly before a Tri-Valley announcement on April 6, 2010, that it had entered into an agreement with six institutional investors to sell its securities at a deep discount from the prevailing market price. Blystone avoided losses of approximately $36,000 when the company’s stock price fell 38 percent after the announcement.
Blystone has agreed to pay $75,000 to settle the Commission’s charges without admitting or denying the allegations.
According to the Commission’s complaint filed in the U.S. District Court for the Eastern District of California, based on the confidential information he received, Blystone concluded that the terms of a contemplated securities offering by Tri-Valley would be onerous. He foresaw that either the company’s securities would be sold at a discount to the market price or additional securities would be issued if the price of the stock fell, which would dilute the value of Tri-Valley’s stock. After leaving the company, Blystone’s concerns about Tri-Valley’s securities offering were reinforced when he learned of plans to sell two oil drilling leases in what he characterized in an e-mail to a friend as a “fire sale.” Therefore, Blystone liquidated 50,100 shares of Tri-Valley stock that he held in a brokerage account. He sold 90 percent of those shares on April 5, the day before Tri-Valley’s public announcement.
The complaint charges Blystone with violating Section 17(a)(1) and (3) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934, and Rule 10b-5(a) and (c) thereunder. Blystone agreed to pay disgorgement of $36,267, prejudgment interest of $2,493, and a penalty of $36,267. He also agreed to the entry of a final judgment permanently enjoining him from violating Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 and barring him from serving as an officer or director of a public company. The settlement is subject to court approval.