SEC Charges Public Company and Former Executives with Insider Trading, Internal Accounting Control Violations, and Misleading an Auditor
Litigation Release No. 25196 / September 3, 2021
Securities and Exchange Commission v. Cavco Industries, Inc., Joseph Stegmayer, and Daniel Urness, No. 21-cv-01507 (D. Ariz. filed September 2, 2021)
Securities and Exchange Commission v. Robert Scott Parkhurst, No. 21-cv-00657 (N.D. Ind. filed September 2, 2021)
The Securities and Exchange Commission announced insider trading charges against Arizona-based Cavco Industries, Inc., and its former CEO, Joseph Stegmayer. It also brought internal accounting control charges against Cavco, Stegmayer, and Cavco's former CFO, Daniel Urness. The SEC also charged Stegmayer and Urness with misleading Cavco's auditor about the trading and a related investigation.
According to the SEC's complaint, filed in the United States District Court for the District of Arizona, Cavco, at Stegmayer's direction, used material, non-public information obtained through merger discussions with another public company, Skyline Corp., to trade in Skyline securities. Ultimately, Skyline announced a merger with a different company, which increased Skyline's stock price by 48% and resulted in alleged gains for Cavco of approximately $260,000. Additionally, the complaint alleges that after Cavco received an SEC subpoena concerning the Skyline trading, Stegmayer sold over 11,000 Cavco shares that he personally owned. After news of the SEC investigation and the Skyline trading came out, Cavco's share price decreased by 23%. The complaint alleges that by selling stock in advance of this news, Stegmayer avoided losses of over $880,000.
In addition, the SEC's complaint alleges that Cavco failed to devise a system of internal accounting controls sufficient to provide reasonable assurance that its securities trading would be executed in accordance with its board's authorization, its corporate investment policy, and its securities trading policy, and that Stegmayer and Urness aided and abetted that failure. The complaint further alleges that Stegmayer circumvented and/or failed to implement the few controls that were in place by causing Cavco to trade in shares of Skyline and of other companies that Cavco was interested in acquiring, all without board knowledge. The SEC also alleges that Urness circumvented and/or failed to implement Cavco's investment policy by setting up a system to fund the trades without informing the board or ensuring the trades complied with that policy. The complaint further alleges that Stegmayer and Urness knowingly misled Cavco's auditors with respect to the Skyline trading and an ongoing Financial Industry Regulatory Authority (FINRA) investigation into those trades.
The SEC's complaint alleges that Cavco violated Sections 10(b) and 13(b)(2)(B) of the Securities and Exchange Act of 1934 ("Exchange Act") and Rule 10b-5 thereunder; that Stegmayer violated Section 17(a) of the Securities Act of 1933 ("Securities Act"), Sections 10(b) and 13(b)(5) of the Exchange Act, and Rules 10b-5 and 13b2-2(a) thereunder and aided and abetted Cavco's violation of Section 13(b)(2)(B) of the Exchange Act; and that Urness violated Section 13(b)(5) of the Exchange Act and Rule 13b2-2(a) thereunder and aided and abetted Cavco's violation of Section 13(b)(2)(B) of the Exchange Act. Without admitting or denying the allegations, Stegmayer consented to the entry of judgment, subject to court approval, that permanently enjoins him from violating the charged provisions, bars him from serving as an officer or director of a public company for 5 years, and orders him to pay a civil penalty of $1.48 million.
The Commission also announced insider trading charges against Robert Scott Parkhurst, an Indiana resident and former national sales manager at Skyline. According to the SEC's complaint, filed in the United States District Court for the Northern District of Indiana, Parkhurst obtained material, non-public information about Skyline's merger discussions through his role as national sales manager at Skyline. The SEC alleges that Parkhurst traded on the basis of that material, non-public information and also tipped his father and son. After the merger news was publicly released, Parkhurst had gains of approximately $4,893, and his father and son of $6,210. Without admitting or denying the allegations, Parkhurst consented to the entry of judgment, subject to court approval, that permanently enjoins him from violating the antifraud provisions of Section 10(b) of the Securities and Exchange Act of 1934 and Rule 10b-5 thereunder and orders him to pay a civil penalty of $15,995.
The SEC's investigation was conducted by Jasmine M. Starr and Lorraine Pearson and supervised by Finola H. Manvelian and Rhoda Chang of the Los Angeles Regional Office. The SEC's litigation will be led by Daniel O. Blau and supervised by Amy J. Longo. The SEC appreciates the assistance of FINRA in this matter.