U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 18467 / November 17, 2003
Accounting and Auditing Enforcement
Release No. 1916 / November 17, 2003
SECURITIES AND EXCHANGE COMMISSION v. BRUCE HILL, ET AL., (United States District Court for the District of Massachusetts, Civil Action No. 02-CV-11244 (EFH), Filed June 21, 2002)
FORMER OFFICER OF INSO, CORP. INDICTED ON SECURITIES FRAUD AND PERJURY CHARGES
The Securities and Exchange Commission ("Commission") announced today that on November 12, 2003, Graham J. Marshall, age 56, formerly of Lexington, Massachusetts, was indicted on criminal charges brought by the United States Attorney for the District of Massachusetts. Marshall, a former officer of Inso Corporation, Inc. (later known as eBT International, Inc.), a now defunct software company headquartered in Boston, Massachusetts, was charged with securities fraud, making false statements in filings with the Commission, wire fraud, conducting an international monetary transaction to promote fraud, and perjury in connection with a Commission investigation. If convicted, Marshall faces maximum penalties that range from 5 to 20 years in prison to be followed by 3 years of supervised release and fines of up to $1,000,000 on each count.
The indictment alleges that at the end of September 1998, Marshall played a pivotal role in arranging for a Malaysian software distributor to provide Inso with a bogus $3 million purchase order in anticipation of an expected upcoming sale of software to U.S. Airways. This phony deal represented over 15% of Inso's reported third quarter revenues and enabled Inso to meet internal and public targets for revenue growth. The indictment further alleges that in the following months, when the hoped-for genuine sale to U.S. Airways failed to materialize, Marshall was involved in efforts to cover up the phony purchase order and to pay off the Malaysian distributor who had provided the purchase order. The indictment charges that at the end of December 1998 and the beginning of January 1999, Marshall procured a $160,000 payoff to the Malaysian distributor by providing Inso's chief financial officer with a forged letter agreement reflecting that the payment was part of a separate contract. Lastly, the indictment charges Marshall with perjury for providing false testimony to attorneys from the Commission's Division of Enforcement when he was questioned about the payoff.
On June 21, 2002, the Commission filed related civil enforcement actions against Marshall and other senior executives of Inso, including Bruce Hill, then-general counsel, Steven Paxhia, then-chief executive officer, and Richard P. Vatcher, then-vice president. Without admitting or denying the allegations in the complaint, Paxhia consented to entry of a final judgment permanently enjoining him from future violations of the antifraud and certain reporting provisions of the Exchange Act. He also agreed to pay disgorgement of his losses avoided from the sale of Inso stock during the relevant time period of $101,000, including pre-judgment interest. Without admitting or denying the allegations in the complaint, Vatcher consented to entry of a final judgment permanently enjoining him from future violations of the antifraud provisions of the Securities Act and the Exchange Act and of certain reporting provisions of the Exchange Act. He also agreed to pay a $25,000 civil penalty. On September 30, 2003, Vatcher pleaded guilty to five counts of securities fraud and causing false reports to be filed with the Commission in connection with criminal charges brought by the United States Attorney for the District of Massachusetts. Vatcher is scheduled to be sentenced on January 12, 2004, and faces a maximum penalty of 10 years in prison, followed by a 3 year term of supervised release, and a $1,000,000 fine on each count. The Commission's action against Marshall and Hill remains pending.
For more information see Litigation Release No. 18394 (October 6, 2003) and Litigation Release No. 17578 (June 21, 2002).