UNITED STATES SECURITIES AND EXCHANGE COMMISSION Litigation Release No. 15258 / February 14, 1997 Accounting and Auditing Enforcement Release No. 883 / February 14, 1997 SECURITIES AND EXCHANGE COMMISSION V. EMANUEL PINEZ, Civil Action No. 97-10353 PBS (D. MA) The Securities and Exchange Commission announced today the filing of a complaint seeking emergency action against Emanuel Pinez ("Pinez"), the former chief executive officer of Centennial Technologies, Inc. ("Centennial"). The Complaint alleges that Pinez purchased and sold over 4400 option contracts at a time when he had orchestrated a number of accounting improprieties that were in the process of being investigated by Centennial's Board of Directors and had been aware that Centennial's true financial condition was substantially worse than had been reported. The complaint was filed in the United States District Court for the District of Massachusetts, and seeks a temporary restraining order, an asset freeze, disgorgement, civil monetary penalties, preliminary and permanent injunctions, and other equitable relief. The complaint alleges violations of the antifraud provisions of the federal securities laws -- Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder and Section 17(a) of the Securities Act of 1933. In a related matter, the U. S. Attorney's Office for the District of Massachusetts has indicted Pinez and charged him with securities fraud, based on the conduct detailed above. On February 14, 1997, the Honorable Patti B. Saris granted the Commission's request for an ex parte Temporary Restraining Order, and an order for the freezing of assets, requiring an accounting of assets, and other relief. The complaint alleges that, on the afternoon of Friday, February 7, 1997, while in possession of material, nonpublic information regarding Centennial, Defendant Pinez purchased approximately 1955 "put" option contracts, and sold approximately 2400 "call" option contracts on Centennial stock. The complaint alleges that on Monday, February 10, 1997, Pinez purchased an additional unknown number of put option contracts. Through these transactions, Pinez calculated that, prior to the expiration of the options on March 21, 1997, Centennial's stock would decrease substantially in price. The complaint further alleges that, while at Centennial, Pinez caused the company to record fictitious sales by arranging for the purchase of Centennial products and secretly paying for those products with his own funds. The complaint alleges that, ==========================================START OF PAGE 2====== in some such instances, Pinez funded these transactions through margin loans on his personal holdings of Centennial stock. The complaint also alleges that Pinez altered inventory tags which resulted in an overstatement of inventory. The complaint further alleged that Pinez's motive for these transactions was to ensure that Centennial's reported results met analysts' expectations. On February 11, 1997, Centennial announced that it had fired Pinez and would conduct an inquiry, headed by a special committee of its Board of Directors, into the accuracy of its most recently announced earnings (for the quarter ended December 31, 1996) and prior financial statements. This announcement resulted in the February 11 trading halt by the New York Stock Exchange ("NYSE"). The complaint alleges that Pinez' approximate profit at a minimum will be the $447,500 in premiums he has received from the call option buyers. The complaint further alleges that Pinez stands to gain substantially more from the purchase of put options on February 7 and 10. As a result of the NYSE trading halt in Centennial stock, it not possible at this time to measure Pinez' total potential profit from his options trading.