SECURITIES AND EXCHANGE COMMISSION LITIGATION RELEASE NO. 15385 / June 11, 1997 ACCOUNTING AND AUDITING ENFORCEMENT Release No. 924 / June 11, 1997 SECURITIES AND EXCHANGE COMMISSION v. PATRICK J. LEONARD AND PETER P. HARTMAN, Civil Action No. 97 11310 (PBS) (D. Massachusetts, filed June 11, 1997) The Securities and Exchange Commission ("Commission") today announced the filing of a complaint against Patrick J. Leonard ("Leonard"), former president and chief executive officer, and Peter P. Hartman ("Hartman"), former chief financial officer, of Cambridge Biotech Corporation ("CBC"), a biotechnology company headquartered in Worcester, Massachusetts. Simultaneously with the filing of the Commission's complaint, Leonard and Hartman consented to the entry of orders of permanent injunction from further violations of the antifraud, corporate reporting, and books and records provisions of the federal securities laws. Leonard also agreed to pay a civil monetary penalty of $50,000, while a civil monetary penalty against Hartman was not assessed based on his demonstrated inability to pay. The complaint alleged that, between June 1991 and December 1992, Leonard and Hartman structured a series of nine sales and license transactions for which revenue should not have been recognized, and caused CBC to improperly recognize over $6 million in revenue on the transactions. Leonard is a resident of Epping, New Hampshire, and Hartman is a resident of Suwanee, Georgia. The complaint alleged that the transactions included shipments of product with no expectation of payment, premature recognition of license fee revenues, and use of corporate funds to resolve outstanding receivables by creating the false appearance that CBC had purchased unrelated goods and services, when in fact CBC had simply "bought" its own product back. The complaint also alleged that, during the audit of CBC's 1991 and 1992 financial statements, Leonard and Hartman attempted to deceive CBC's independent auditors by directing the completion of the circular transactions, by obtaining false audit confirmations, and by obtaining false documentation of agreements having been reached in earlier periods. The complaint alleged that Leonard's and Hartman's actions caused CBC to overstate revenue by $2.652 million (10.1%) and report a net income before taxes of $497,851, instead of a net loss before taxes of $1.836 million for the year ended December 31, 1991, and to overstate revenue by $3.571 million (10.3%) and report a net loss before taxes of $11.404 million instead of a net loss before taxes of $14.765 million for the year ended December 31, 1992. The fraudulent operating results were included in CBC's annual reports filed with the Commission for its fiscal years ended December 31, 1991 and December 31, 1992, ==========================================START OF PAGE 2====== in CBC's registration statement for its public offering in October 1991, in CBC's shelf registration in December 1993, and in most of CBC's quarterly reports filed with the Commission during the period of June 1991 through December 1992. Leonard and Hartman neither admitted nor denied the allegations in the complaint. The complaint, which was filed in the United States District Court for the District of Massachusetts, alleged that Leonard and Hartman violated Sections 10(b) and 13(b)(5) of the Securities Exchange Act of 1934 and Rules 10b-5, 13b2-1 and 13b2-2 thereunder, and Section 17(a) of the Securities Act of 1933. The Commission's investigation of this matter was conducted in cooperation with the Boston office of the United States Attorney, which also today filed a criminal information charging Hartman with securities fraud, and with aiding and abetting securities fraud, for his actions in connection with certain of the transactions in the Commission's complaint. In an earlier Commission action arising out of the same facts, on October 17, 1996, CBC consented to the issuance of an order by the Commission that it cease and desist from violations of the antifraud, books and records, and corporate filing provisions of the federal securities laws.