COMMISSION FILES INSIDER TRADING ACTION AGAINST MANU B. SHRIVASTAVA
Washington, D.C., Aug. 29, 2000 —
The Securities and Exchange Commission (“SEC”), Robert S. Mueller,
III, United States Attorney for the Northern District of California,
and Bruce J. Gebhardt, Special Agent in Charge of the Federal Bureau
of Investigation in San Francisco, today announced the filing of
separate civil and criminal insider trading actions against Manu B.
Shrivastava, a former engineer at nVIDIA Corporation. Both actions
allege that Shrivastava illegally traded on inside information about
nVIDIA, earning $446,724. The U.S. Attorney also seeks civil
forfeiture of Shrivastava’s insider trading profits, and has
executed a seizure warrant on a San Francisco brokerage account.
Both actions allege that in March 2000, while still
employed by nVIDIA, Shrivastava engaged in illegal insider trading
when he purchased $30,825 worth of nVIDIA call options based on his
advance knowledge that the Company had just won a lucrative contract
with Microsoft Corporation. Within days, the price of nVIDIA stock
soared as the market learned of the contract, and Shrivastava sold
his options, realizing unlawful profits of $446,724. Shrivastava,
age 31, lives in San Jose, California. nVIDIA is based in Santa
Clara, California.
According to today’s filings, on Sunday, March 5, 2000, nVIDIA
and Microsoft entered into an agreement providing for nVIDIA to
design and manufacture the 3D computer graphics and multimedia sub-
system for Microsoft’s new video game console, the “X-Box.” That
evening, nVIDIA’s president and chief executive officer sent an email
entitled “X is Ours!” to all nVIDIA employees, informing them of the
agreement and its huge revenue impact on nVIDIA. The next morning,
March 6, nVIDIA’s vice president of marketing sent an email to all
nVIDIA employees entitled “xbox shhhhhh...”, reminding them that news
of the X-Box agreement was confidential.
On the morning of March 6, 2000, as alleged in the filings,
after reading both emails, Shrivastava began to acquire short-term
nVIDIA call option contracts through an Internet brokerage account.
In all, he spent $30,825 acquiring 100 nVIDIA option contracts.
From March 7 through March 9, as rumors about the X-Box contract
circulated on the Internet and in the press, nVIDIA’s share price
soared 71.4% to a March 9 closing price of $100.30. After Microsoft
announced the X-Box agreement to the public on the morning of March
10, nVIDIA shares rose an additional 17.6% to close that day at $118,
more than twice the closing share price on the day that Shrivastava
made his options purchases. Shrivastava sold all 100 nVIDIA call
option contracts between March 7 and March 10, realizing illegal
profits of $446,724.
In its civil complaint filed in the United States District Court
for the Northern District of California, the SEC charges Shrivastava
with securities fraud based on his illegal insider trading. The
SEC’s complaint seeks disgorgement of Shrivastava’s illegal profits,
plus interest, and civil monetary penalties of up to three times the
amount of these profits. The complaint also seeks an injunction
against Shrivastava prohibiting his future violations of the
securities laws.
The criminal complaint charges Shrivastava with one count each
of securities fraud and wire fraud, each relating to his illegal
trading in nVIDIA securities. The maximum statutory penalty for
securities fraud is ten years’ imprisonment; wire fraud carries a
penalty of up to five years’ imprisonment. If convicted, Shrivastava
may also be fined as much as $500,000. In addition, Shrivastava may
be required to forfeit $477,549, the amount seized by today’s action.
However, any sentence following conviction would be dictated by the
Federal Sentencing Guidelines, which take into account a number of
factors, and would be imposed in the discretion of the Court. As
with all defendants, Shrivastava must be presumed innocent unless and
until convicted.
Helane L. Morrison, District Administrator for the SEC’s San
Francisco District Office, said: “Innocent investors can’t compete
fairly with employees who trade on inside information. Here, the
people on the other side of Shrivastava’s options purchases were
swindled out of hundreds of thousands of dollars by his use of inside
information about the X-Box contract. Employees in Silicon Valley
and elsewhere need to understand that, in addition to bringing civil
actions to enforce the insider trading laws, we will continue to
refer appropriate cases to the U.S. Attorney’s Office for criminal
prosecution.”
Bruce J. Gebhardt, Special Agent in Charge of the San Francisco
Office of the FBI, said: “The rapid economic growth of the Silicon
Valley has led to increased fraud opportunities in securities
matters. Consequently, fraud involving the high tech and Internet
industries of the Silicon Valley is considered a high investigative
priority of the San Francisco Office of the FBI, as evidenced by a
number of continuing investigations.”
United States Attorney Robert S. Mueller, III said: “This case
should send a strong signal to those who would take unfair advantage
of their privileged positions in Silicon Valley. Not only will we
aggressively prosecute insider trading cases, but we also will take
swift action to seize trading profits.”
Today’s charges are the result of investigations by the San
Francisco offices of the SEC and the Federal Bureau of Investigation.
Craig D. Martin handled the SEC investigation. Assistant U.S.
Attorney William H. Kimball will prosecute the criminal case and
Stephanie M. Hinds will handle the forfeiture proceeding.
The SEC, FBI and U.S. Attorney’s Office acknowledge the
assistance of the American Stock Exchange in this matter.
Press inquiries to the U.S. Attorney’s Office should be directed to:
Assistant U.S. Attorney Leslie R. Caldwell (415) 436-6778
Inquiries to the FBI should be directed to:
Media Representative Special Agent Andrew Black (415) 553-7450
Press inquiries to the Securities and Exchange Commission should be
directed to:
Robert L. Mitchell, Assistant District Administrator (415) 705-
2351
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Last Reviewed or Updated: Aug. 29, 2000