Securities and Exchange Commission v. Laidlaw Energy Group, Inc. and Michael Bartoszek, Civil Action No. 13 Civ. 3837 (ALC) (S.D.N.Y.)
SEC Charges Penny Stock Company and Ceo for Illegal Stock Offering and Insider Trading
The Securities and Exchange Commission recently charged a microcap company that was ensnared in an SEC trading suspension proactively targeting questionable penny stocks, and also charged the CEO who illicitly profited from selling his shares while investors were unaware of the company’s financial struggles.
According to the SEC’s complaint, Laidlaw Energy Group and its CEO Michael B. Bartoszek sold more than two billion shares of Laidlaw’s common stock in 35 issuances to three commonly controlled purchasers at deep discounts from the market price. Laidlaw did not register this stock offering with the SEC, and no exemptions from registration were applicable. Bartoszek knew that the purchasers were dumping the shares into the market usually within days or weeks of the purchases to make hundreds of thousands of dollars in profits. Laidlaw’s $1.2 million in proceeds from these transactions was essentially the sole source of funds for the company’s operations during most of its existence. Laidlaw, which is based in New York City, purports to be a developer of facilities that generate electricity from wood biomass.
The SEC alleges that these transactions diluted the value of shares previously purchased by common investors in the market, who were not told about the huge blocks of cheap stock Laidlaw was selling. Investors also were not aware that Laidlaw relied on these transactions to fund its operations entirely. The SEC suspended trading in Laidlaw stock in June 2011.
According to the SEC’s complaint, Bartoszek also violated insider trading laws when he personally sold more than 100 million shares of Laidlaw common stock from December 2009 to June 2011, and he made more than $318,000 in profits. Bartoszek was in possession of material, non-public information while making these trades on the basis of his insider knowledge about Laidlaw’s poor financial condition, the illegal fire sale of more 80 percent of Laidlaw’s stock, and adverse developments about Laidlaw’s business prospects. As a result of the volume of Bartoszek’s sales and the lack of current, publicly available information about the company, these sales also violated the registration requirements of the federal securities laws.
The SEC further alleges that Laidlaw and Bartoszek made subsequent false statements about the ownership of Laidlaw shares in SEC filings to register certain common stock following the trading suspension. Laidlaw and Bartoszek misled investors to believe that the purchasers of the two billion unregistered shares had acquired them to hold as an investment in the company. The filings falsely represented that these purchasers were the current “beneficial owner” of more than 80 percent of Laidlaw’s common stock, an assertion that only could have been true if the purchasers had not sold any of their Laidlaw stock. In fact, as Laidlaw and Bartoszek knew, the purchasers had long ago dumped all of the stock.
The SEC’s action was filed in the U.S. District Court for the Southern District of New York, alleging violations by Laidlaw and Bartoszek of Sections 5(a) and 5(c) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934. The SEC action also charges Bartoszek with violations of Section 17(a) of the Securities Act and secondary liability under Sections 20(a) and 20(e) of the Exchange Act for Laidlaw’s violation of Section 10(b) of the Exchange Act and Rule 10b-5. The complaint seeks, among other things, disgorgement of ill-gotten gains, with interest, financial penalties, and injunctive relief, as to both defendants. The SEC also seeks to bar Bartoszek from participating in future penny stock offerings and from serving as public company officers or directors.
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