U.S. SECURITIES AND EXCHANGE COMMISSION
LITIGATION RELEASE NO. 19304 /July 18, 2005
Securities and Exchange Commission v. Jeffrey L. Matthews and Curtiss P. Barnes,
Civil Action No. 05 CV 6479 (DENNY CHIN)(S.D.N.Y.)
COMMISSION CHARGES JEFFREY L. MATTHEWS AND CURTISS P. BARNES WITH INSIDER TRADING
MATTHEWS AND BARNES AGREE TO SETTLE CHARGES
On July 18, 2005, the Securities and Exchange Commission ("Commission") announced the filing of a complaint in the United States District Court for the Southern District of New York alleging unlawful insider trading by Jeffrey L. Matthews ("Matthews") and Curtiss P. Barnes ("Barnes") in the common stock of Systems & Computers Technology, Inc. ("SCT"). Without admitting or denying the Commission's allegations, Matthews and Barnes each consented to the entry of a Final Judgment, subject to the Court's approval, permanently enjoining them from future violations of antifraud provisions of the securities laws, and ordering them to disgorge their trading profits of $7,280 and $6,929 respectively, plus prejudgment interest, and to pay civil penalties equal to their respective trading profits.
The Commission alleges that Matthews, the spouse of a former SCT employee, and Barnes, a former SCT employee, purchased SCT stock while in possession of material, nonpublic information about SCT's impending acquisition by SunGard Data Systems, Inc. ("SunGard"). On December 10, 2003, SCT announced that it had signed an agreement to be acquired by SunGard and SCT's share price increased approximately 13%. With respect to Matthews, the Commission alleges that Matthews misappropriated material, nonpublic information about SCT's acquisition from his wife, who was a marketing manager employed by SCT. Matthew's wife worked from her home and shared a home office with Matthews. The Commission alleges that Matthews knew, from his access to information provided to his wife, that an acquisition of SCT was probable. On November 12, 2003, Matthews purchased a total of 8,000 shares of SCT stock. The Commission further alleges that Barnes purchased 7,600 shares of SCT stock on November 28, 2003 and December 4, 2003, subsequent to learning that an acquisition of SCT was probable, that SCT was negotiating with SunGard as a possible acquirer, and that SCT had entered into a "no-shop" agreement with SunGard.
The Commission alleges that Matthews and Barnes each violated Section 10(b) of the Securities Exchange Act and Rule 10b-5 thereunder.
The Commission acknowledges the assistance of the NASD in this matter.
SEC Complaint in this matter