SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 17313 / January 15, 2002
Accounting and Auditing Enforcement
Release No. 1497 / January 15, 2002
SEC v. William P. Trainor, Vincent D. Celentano, Medical Diagnostic Products, Inc. (f/k/a Novatek International, Inc.), Karen Losordo, Diane M. Trainor, Daniel J. Trainor, Geraldine Trainor and Mary N. Celentano, Civil Action No. 98CV01533 (EGS) (D.D.C.)
VINCENT D. CELENTANO ENJOINED IN FRAUD ACTION
PAYS $350,000 PENALTY
The United States Securities and Exchange Commission ("Commission") today announced that on January 9, 2002, the Honorable Emmet G. Sullivan of the United States District Court for the District of Columbia entered a Final Judgment As To Vincent D. Celentano ("Final Judgment") in the above-captioned civil action. The Commission sued Vincent D. Celentano ("Celentano"), a Hillsboro Beach, Florida resident, for his role in two separate but related frauds concerning the securities of HealthCare, Ltd. ("HealthCare"), a company purportedly based in Russia, and Novatek International, Inc. ("Novatek") of Columbia, Maryland.
Celentano consented, without admitting or denying the allegations of the Commission's complaints, to entry of a Final Judgment that i) permanently enjoins him from violating or aiding and abetting the violation of Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933, Sections 10(b), 13(a), 13(b)(2)(A) and (B), 15(a)(1) and 16(a) of the Securities Exchange Act of 1934 and Rules 10b-5, 12b-20, 13a-13, 13b2-1, 13d-1 and 16a-3 promulgated thereunder, ii) permanently bars him from serving as an officer or director of a public company, and iii) orders him to pay a $350,000 civil money penalty. The Commission also dismissed Mary N. Celentano, Celentano's wife, as a relief defendant.
On June 18 and August 12, 1998, the Commission filed its complaint and amended complaint ("Complaints"), respectively, against Celentano and others based on their participation in fraudulent "pump and dump" schemes involving the purchase and sale of HealthCare and Novatek securities, both of which claimed to own licenses to distribute medical diagnostic test kits designed to rapidly diagnose HIV, cholera and other diseases. In 1995, HealthCare, a shell company controlled by Celentano and another defendant, raised approximately $2.5 million from investors, primarily friends and family members. HealthCare falsely claimed to have signed contracts worth millions of dollars with Russian governmental entities for the sale of the test kits. The Complaints allege, among other things, that 1) Celentano's offers and sales of HealthCare securities were not registered with the Commission, as required by law; 2) Celentano and others defrauded investors by knowingly making false and misleading statements regarding the existence of the multi-million dollar contracts; and 3) Celentano was not licensed to sell securities, as required by law. In fact, no such contracts ever existed and HealthCare never sold any product for commercial purposes.
In 1996, Celentano and others orchestrated a second fraudulent scheme whereby they obtained more than $10 million from investors in connection with sales of Novatek securities. Novatek claimed to own a license to distribute test kits in South and Central America. Through a series of press releases, Novatek stated that it had entered into contracts worth more than $400 million with several South American entities. The purported contracts, however, never existed and Novatek never made any commercial shipments of any test kits. In connection with the Novatek fraud, the Complaints allege, among other things, that 1) Celentano and others artificially inflated the value of Novatek securities through a series of sham transactions; 2) Celentano caused Novatek to file reports with the Commission containing false and misleading financial statements; and 3) Celentano knowingly made false and misleading statements to investors and prospective investors concerning the existence of purported contracts.
Additionally, in two related matters, the U.S. Department of Justice has filed criminal charges against Celentano and William P. Trainor in the U. S. District Court for the Southern District of Florida. In United States v. Celentano, 01-6179-CR-WDF, Celentano pleaded guilty to violating 18 U.S.C. §1001 for making a false statement to the Commission and was sentenced by Judge Wilkie D. Ferguson to two years probation and assessed a $5,000 fine. The indictment against Trainor charges him with twenty-one counts of wire fraud and money laundering in violation of 18 U.S.C. §§1345, 1956, 1957 and 2 in United States v. Trainor, 01-6215-CR-Jordan. This matter is still pending.
On January 10, 2002, Judge Sullivan entered an order staying the Commission's action against the remaining defendants in the Commission's case, pending the outcome of the criminal proceeding against Trainor.
For additional information, see Litigation Release Nos. 15786 and 15844, and Securities Exchange Act of 1934 Release Nos. 40169, 40170 and 40171.