U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 16739 / September 29, 2000
SECURITIES AND EXCHANGE COMMISSION v. ROBERT GLEN SEDLACEK, U.S. District Court for the Southern District of New York, 00 CIV. 7399 (KMW)
ROBERT GLEN SEDLACEK, FORMER SPX DIRECTOR OF TAXES, SETTLES CHARGES THAT HE TRADED IN STOCK OF ECHLIN, INC. WITH KNOWLEDGE OF SPX'S PLANNED TENDER OFFER FOR ECHLIN
On September 29, 2000, the Securities and Exchange Commission filed a civil injunctive action against Robert Glen Sedlacek, a lawyer and certified public accountant and the former Director of Taxes of SPX Corporation, charging Sedlacek with insider trading in stock of Echlin, Inc. Simultaneously, and without admitting or denying the Commission's allegations, Sedlacek consented to the entry of a permanent injunction and agreed to disgorge the profits of his insider trading, with interest, and pay a civil penalty equal to the profits.
The Commission's complaint alleges as follows:
From January 29, 1998 through February 13, 1998, Sedlacek made fifteen separate purchases of Echlin stock in his own accounts and the accounts of two relatives and a relative's employee, which he controlled. Sedlacek made these purchases while in possession of material, nonpublic information about a planned tender offer for Echlin by his employer, SPX Corporation, of Muskegon, Michigan. At the time of the purchases, Sedlacek was Director of Taxes at SPX and was one of several SPX employees working on the planned tender offer. In addition, Sedlacek caused another relative to buy Echlin stock while he possessed material, non-public information about the planned tender offer. Following SPX's announcement of the tender offer on February 17, 1998, Sedlacek and his relative realized profits on their unlawful trading totaling $138,375.
The final judgment to which Sedlacek consented permanently enjoins him from violations of Sections 10(b) and 14(e) of the Securities Exchange Act of 1934, and Rules 10b-5 and 14e-3 thereunder, and orders him to disgorge $182,099.29, representing the unlawful trading profits, plus prejudgment interest, and pay a civil penalty of $138,375.
Echlin is headquartered in Guilford, Connecticut. In July 1998, Echlin was acquired by Dana Corporation, which is headquartered in Ohio.
The Commission thanks the New York Stock Exchange for its assistance in this matter.