| The former chief executive of
Durham-based Smart Online, his brother and four stock
brokers were charged Tuesday in an alleged scheme to
pump the technology company's shares. Dennis Michael
Nouri, who was president and CEO of Smart Online, and
his brother Reeza Eric Nouri are accused of bribing four
New York brokers to push the company's stock on
investors and drive up its price, the U.S. Attorney for
the Southern District of New York said Tuesday.
The brothers were each charged with one count of
securities fraud, which carries a maximum 20-year prison
term and fines of up to $5 million, and one count of
conspiracy to commit securities fraud.
Michael Nouri was arrested at his home in Raleigh and
Reeza Nouri at his home in Chapel Hill on Tuesday. A
detention hearing was scheduled for 2:30 p.m. Thursday
in Durham. Federal prosecutors say they have recordings
of Michael Nouri discussing the scheme, including how to
hide bribes.
The Nouris' temporary attorney, David Long, said
Tuesday he didn't know whether the brothers have
retained permanent legal counsel.
Smart Online officials Tuesday tried to distance the
company from Michael Nouri, saying he has resigned as
CEO. The company named a temporary replacement.
News of the arrests comes after several warning signs
last year. In January 2006, the Securities and Exchange
Commission suspended trading in Smart Online's stock on
suspicion of stock manipulation. The move derailed the
company's plans to list its stock on the Nasdaq Capital
Market.
The company conducted an internal investigation but
did not conclude that officers or directors had engaged
in criminal or fraudulent activity, Smart Online wrote
in a filing with the SEC. Smart Online installed a new
chairman in a bid to improve transparency and strengthen
its corporate governance.
The costs of the investigations hurt the company's
profit and stock price, which had climbed above $11 in
2005 but fell to $2 in March 2006.
On Tuesday, Smart Online's shares, which trade on the
over-the-counter market, lost three-quarters of their
value, falling $2.12 to 68 cents.
The alleged scheme revolved around trying to boost
Smart Online's stock price before a planned public
listing on the Nasdaq, U.S. Attorney Michael J. Garcia
said in a prepared statement. The conspiracy took place
from May 2005 to July 2007, according to the complaint
filed in federal court in Manhattan. At the time,
Michael Nouri owned thousands of shares, the complaint
alleges.
Garcia's office said it has recorded conversations in
which Michael Nouri told conspirators, including an
unnamed witness, to lie to investigators to cover up the
alleged scheme and broker kickbacks.
The complaint alleges that Michael Nouri instructed
conspirators to tell investigators they "had not done
anything wrong" and "did not pump and dump the stock."
Michael Nouri also warned them against being
photographed and demonstrated how to transfer money to
another person without being seen, the complaint said.
The New York brokers -- Ruben Serrano, Anthony
Martin, James Doolan and Alain Lustig -- were arrested
Tuesday on securities fraud and conspiracy charges.
Michael Nouri arranged to pay the brokers and the
unnamed witness at least $136,000 in bribes to sell more
Smart Online shares to investors and drive up the stock
price, according to the complaint. The SEC also brought
civil charges against the six.
"Pump-and-dump" schemes are nothing new on Wall Street,
said New York securities lawyer Stuart
Meissner, who has filed a separate lawsuit trying to
recover investors' lost money. "People who pay brokers
to pump stocks have been around," Meissner said. "But
getting into that world and getting evidence is
difficult."
Smart Online sells Web-based software to help
businesses manage customer relationships. Michael Nouri
founded the company in 1993. "We were all shocked
today," said Jeff LeRose, who replaced Nouri as chairman
of Smart Online in May. "We immediately asked for and
received his resignation."
The company's board held an emergency meeting Tuesday
and elected David Colburn interim CEO. Colburn, an
independent board member, ran Electronic Data Systems'
global manufacturing business from 2004 to 2006. He was
not available for comment.
Smart Online is not named in the criminal complaint.
The SEC has filed a civil action that serves as a
warning and is not seeking fines.
"Smart Online does not believe its ongoing operations
should be affected by the charges against Mr. [Michael]
Nouri," the company said in a prepared statement. "Smart
Online intends to continue to take actions it believes
are in the best interest of Smart Online's stockholders,
customers and employees."
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