Three former officers of a defunct Pittsburgh-area medical staffing company and an attorney who worked for them have agreed to settle stock fraud claims filed by the Securities and Exchange Commission.
The settlements, signed by all four participants in the World Health Alternatives Inc. case, must be approved by a federal judge, SEC attorney David Horowitz said Tuesday.
The agreements would end an SEC lawsuit filed last week that parallels a criminal investigation of alleged stock fraud. Federal prosecutors say investors lost $200 million when the company's penny stocks bottomed out following the resignation of president and chairman Richard McDonald in August 2005.
"Our case is settled and over with," Horowitz said, "but it's based on the same set of facts" as the criminal case.
The SEC accused McDonald of leading a scheme to manipulate financial statements to make the company appear more financially sound than it really was, and to hide money McDonald allegedly siphoned from the company to fund a lavish lifestyle.
McDonald is awaiting trial. According to the 20-count grand jury indictment, he took at least $6.4 million from the Wilkins Township-based company while president, chairman and sometime chief executive from 2003 to 2005; failed to pay federal taxes withheld from employees; and evaded his own taxes.
The settlements don't include admissions of wrongdoing by McDonald, 35, of Gilpin Township, and three others: Marc Roup, 36, of Murrysville, another former CEO; Deanna Seruga, 34, of Pittsburgh, the company's controller; and Joseph Emas, 55, of Surfside, Fla., who served as the company's securities counsel.
Instead, Roup has agreed to turn over a Mexican vacation home, its furnishings, a custom motorcycle and jewelry to a court-appointed receiver, who will sell the property. The proceeds will help repay $5.3 million in illegal profits, income and interest. Roup also will pay a $120,000 SEC fine.
In his settlement, McDonald agreed that he owed the SEC $8.5 million from illegal profits, plus interest. He won't have to pay it back because he has proven he doesn't have the resources. The same goes for Seruga who would have owed more than $500,000 but is also financially indigent, Horowitz said.
If it's later determined that either has the money, or has assets that can be liquidated, the SEC can go after it, Horowitz said.
Emas, the attorney, has agreed to repay $163,000, which includes fees he got for WHA work, plus interest. He also has agreed to a $15,000 fine, Horowitz said.
All four also agreed that they will not engage in securities fraud and, in the case of McDonald and Roup, will be barred from ever serving as officers of publicly traded firms.
Seruga, a CPA, can never represent a publicly traded company as an accountant before the SEC. Emas has agreed to be barred for two years from serving as a securities counsel for any publicly traded company.
McDonald doesn't have an attorney in the SEC case and his criminal defense attorney did not immediately return a call for comment.
Roup has an unlisted home phone. Emas didn't immediately return a message left at his home Tuesday.
Seruga, the former controller, pleaded guilty last year to certifying bogus financial statements to the SEC and is awaiting sentencing. Her defense attorney didn't immediately return a call for comment.