The Federal Bureau of Investigation (FBI) on December 26, 2012 released the following:
“Australian Charged in Addition to Two Stockbrokers Already Arrested for Trading on Inside Information Relating to IBM’s Acquisition of SPSS in 2009
NEW YORK— Trent Martin, a citizen of Australia and a former research analyst at an international financial services firm, was charged today for his alleged involvement in an insider trading scheme with Thomas C. Conradt and David J. Weishaus, two stockbrokers who were arrested for the same offenses on November 29, 2012, announced U.S. Attorney for the Southern District of New York Preet Bharara and Assistant Director in Charge of the New York Field Office of the FBI George Venizelos. Martin, Conradt, Weishaus, and their co-conspirators allegedly traded on the basis of material, non-public information concerning IBM’s acquisition of a software company, SPSS Inc., in 2009, earning in the aggregate more than $1 million in profits. The case against Martin, Conradt, and Weishaus is assigned to U.S. District Judge Andrew L. Carter, Jr.
Martin was arrested on December 22, 2012 in Hong Kong following a request from the United States. Following their earlier arrests in the United States, Conradt and Weishaus pleaded not guilty on December 7, 2012 and are scheduled to appear next before Judge Carter on January 18, 2013 at 10:00 a.m.
The following allegations are based on the superseding indictment unsealed today in Manhattan federal court:
The inside information concerning IBM’s acquisition of SPSS allegedly originated from a corporate lawyer (Attorney-1) who was part of the legal team that represented IBM in the transaction in 2009. On May 31, 2009, Attorney-1 shared inside information concerning the transaction—including the names of the parties and the fact that IBM was going to acquire SPSS for a significant premium over SPSS’s market price—with his close friend, Trent Martin. The information was shared in confidence. Based on their longstanding history of sharing confidences, among other things, Attorney-1 expected that Martin would not share the information or use it to trade.
In June 2009, however, Martin bought SPSS common stock based on the inside information he was given by Attorney-1 and, in turn, shared the tip with his roommate, Conradt, who worked as a stockbroker at a securities trading firm (Securities Trading Firm-1). Conradt then bought SPSS common stock and tipped Weishaus, his co-worker at Securities Trading Firm-1. On June 24, 2009, Weishaus started buying call option contracts in SPSS. In addition, Conradt and Weishaus tipped their co-workers at Securities Trading Firm-1 (CC-1 and CC-2), who also bought SPSS call option contracts in June and July 2009 based on the inside information.
In instant messages exchanged in July 2009, Conradt and Weishaus discussed their insider trading scheme and the fact that their information came from Martin. For example, on July 1, 2009, Weishaus wrote to Conradt, “somebody is buying spss . . . we should get [CC-1] to buy a f***load [of SPSS shares] . . . .” Conradt responded, “jesus don’t tell anyone else . . . we gotta keep this in the family.” Weishaus answered, “dude, no way. i dont want to go to jail f*** that . . . martha stewart spent 5 months in the slammer . . . and they tried to f*** the mavericks owner.” Later that same day, Weishaus wrote to Conradt, “jesus, we need spss to run up i need that lexus.”
On July 10, 2009, Weishaus wrote to Conradt, “we need some turn around on spss.” Conradt responded, referring to Trent Martin by name: “[Y]eah i called trent, gonna get more details tonight he was at work, couldn’t talk[.]”
In another instant message exchange, on July 23, 2009, Conradt asked Weishaus to buy SPSS call options for Conradt, but Weishaus declined. In response, Conradt wrote, “wtf, i’m setting this deal up for everyone . . . makin everyone rich.” Weishaus responded, “[Another individual] is gonna put in 50k sept options.” Conradt then wrote, again referring to Trent Martin by name, “holy f*** . . . god trent told me not to tell anyone . . . big mistake.” Weishaus responded, “eh, we’ll get rich.”
That same day, Martin told Attorney-1 that he had purchased SPSS common stock and call options on the basis of the inside information that Attorney-1 had disclosed to Martin at their brunch on or about May 31, 2009.
When IBM announced its acquisition of SPSS on July 28, 2009, the share price of SPSS common stock rose by 41 percent in one day, from the prior day’s closing price of $35.09 per share to a closing price of $49.45 per share. Thereafter, Martin, Conradt, Weishaus, CC-1 and CC-2 sold their SPSS positions, yielding profits of $7,900, $2,538, $129,290, $629,954 and $254,360, respectively, for a total profit in excess of $1 million.
In the fall of 2010, after the SEC had begun investigating insider trading in SPSS, Martin told Attorney-1 that he had profited approximately $8,000 from the inside information concerning IBM’s acquisition of SPSS and had disclosed it to his roommate, Conradt, before the transaction was publicly announced. Martin also told Attorney-1 that Martin believed Conradt had taken a large position in SPSS before the announcement and had, in turn, shared the inside information with others. Martin further stated to Attorney-1 that he was returning to Australia in light of the U.S. Securities and Exchange Commission investigation, and that he knew that insider trading can result in jail sentences, referring to the criminal prosecution of Martha Stewart.
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Martin, 33, has been charged with one count of conspiracy to commit securities fraud and one count of securities fraud. Count one, the conspiracy charge, carries a maximum potential penalty of five years in prison and a fine of $250,000 or twice the gross gain or loss from the offense. Count two, the securities fraud charge, carries a maximum potential penalty of 20 years in prison and a maximum fine of $5 million.
U.S. Attorney Bharara praised the investigative work of the FBI and thanked authorities in Hong Kong who are providing assistance with this case. He also thanked the SEC and the U.S. Department of Justice’s Office of International Affairs. Mr. Bharara noted that the investigation is continuing.
This case was brought in coordination with President Barack Obama’s Financial Fraud Enforcement Task Force, on which Mr. Bharara serves as a co-chair of the Securities and Commodities Fraud Working Group. President Obama established the interagency Financial Fraud Enforcement Task Force to wage an aggressive, coordinated, and proactive effort to investigate and prosecute financial crimes. The task force includes representatives from a broad range of federal agencies, regulatory authorities, inspectors general, and state and local law enforcement who, working together, bring to bear a powerful array of criminal and civil enforcement resources. The task force is working to improve efforts across the federal executive branch, and with state and local partners, to investigate and prosecute significant financial crimes, ensure just and effective punishment for those who perpetrate financial crimes, combat discrimination in the lending and financial markets, and recover proceeds for victims of financial crimes.
This case is being handled by the Office’s Securities and Commodities Fraud Task Force. Assistant U.S. Attorneys John T. Zach and David B. Massey are in charge of the prosecution.
The charges contained in the indictments are merely accusations, and the defendants are presumed innocent unless and until proven guilty.”
Douglas McNabb – McNabb Associates, P.C.’s
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