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U.S. Securities and Exchange Commission

Securities and Exchange Commission

Litigation Release No. 17932 / January 15, 2002

Commission Charges British Citizen
In Settled Insider Trading Case

SEC v. Robert Williams (United States District Court for the District of Massachusetts, C.A. No. 03-CV-10097 (PBS), filed January 15, 2003)

The Commission today filed a settled civil fraud action against Robert Williams of Brighton, England, alleging that he engaged in insider trading when he sold his stock in Waters Corporation, a Milford, Massachusetts-based manufacturer of high-end analytical instruments. Without admitting or denying the Commission's allegations, Williams consented to the entry of a final judgment permanently enjoining him from violating the antifraud provisions of the federal securities laws, and requiring him to pay a total of approximately $217,000 in disgorgement, prejudgment interest, and civil penalties.

The Commission's complaint alleges that Williams, chairman of Micromass UK Ltd, a wholly-owned subsidiary of Waters, sold Waters stock after he learned nonpublic information regarding a substantial shortfall in Micromass orders and sales for the second quarter of 2001. According to the Commission's complaint, Williams learned of the Micromass shortfall at a meeting with other high-level Waters and Micromass executives on June 12, 2001. The Commission's complaint alleges that Williams then sold 10,000 shares of Waters on June 18, 2001, just hours before Waters issued an announcement that its earnings for the second quarter of 2001 would be substantially lower than it previously had forecast due to lower than expected sales at Micromass. According to the Commission's complaint, by selling prior to the announcement, Williams avoided a loss of $103,659.

The Commission's complaint alleges that Williams sold his shares in breach of a fiduciary duty to Waters and its shareholders not to trade in the company's stock while in possession of material, nonpublic information about the company. In its complaint, the Commission charged Williams with securities fraud in violation of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, based on his illegal insider trading. Williams has consented to entry of a final judgment enjoining him from violating these antifraud provisions, requiring him to pay $103,659 in losses avoided, prejudgment interest of $9,684.17 thereon, and an additional civil penalty of $103,659.

The Commission acknowledges the assistance of the New York Stock Exchange in the matter.

SEC Complaint in this matter



Modified: 01/17/2003