U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 22790 / September 3, 2013
Securities and Exchange Commission v. Phillip J. DeZwirek, Civil Action No. 13-CIV-6135 (S.D.N.Y.)
SEC Charges Former Chairman and CEO of CECO Enviromental Corp. and API Technologies Corp. with Insider Trading and Other Violations
The Securities and Exchange Commission has charged Phillip J. DeZwirek (DeZwirek), the former CEO, Chairman, and 10% beneficial owner of both CECO Environmental Corp. (CECO) and API Technologies Corp. (API), with insider trading on three separate occasions and engaging in hundreds of violations of the trade reporting and ownership disclosure rules of the federal securities laws. DeZwirek has agreed to settle the charges, without admitting or denying the allegations in the Commission's complaint, by, among other things, paying a total of over $1.5 million in disgorgement of ill-gotten gains, prejudgment interest, and a civil penalty. He also agreed to be barred from serving as an officer or director of a public company for five years.
The Commission's complaint, filed August 30, 2013, in the U.S. District Court for the Southern District of New York, alleges that DeZwirek engaged in insider trading by purchasing CECO stock ahead of two press releases issued in March and October 2008 announcing new contract bookings. The Complaint further alleges that DeZwirek bought API stock before the company announced the acquisition of a privately held company in January 2011. The Complaint also alleges that DeZwirek failed to file amended Schedules 13D and Forms 4 and 5 disclosing 268 purchases and sales of CECO and API stock that he executed between 2008 and 2010.
DeZwirek has consented to the entry of a final judgment that permanently enjoins him from future violations of Sections 10(b), 13(d), and 16(a) of the Securities Exchange Act of 1934, and Rules 10b-5, 13d-2, and 16a-3 thereunder. The final judgment also orders DeZwirek to pay disgorgement of $151,278, plus prejudgment interest of $11,714.50, a civil money penalty of $1,361,278, and imposes upon him a five-year officer-and-director bar.
The Commission acknowledges the assistance of the Financial Industry Regulatory Authority.