SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
Litigation Release No. 16689 / September 6, 2000
SEC SETTLES FRAUD CASE AGAINST JAN R. KIRK, FORMER FERROFLUIDICS CFO
SEC v. Ferrofluidics Corp., Ronald Moskowitz, Jerome R. Allen, Jan R.
Kirk, Stephen P. Morin, Bruce S. Moody, and the 1991 RPM Irrevocable
Trust (97 Civ. 7174 (RMB), S.D.N.Y.)
On September 1, 2000, the U.S. District Court for the Southern
District of New York entered a final judgment against Jan R. Kirk, the
former chief financial officer of Ferrofluidics Corporation (SEC v.
Ferrofluidics Corp. et al.). The judgment enjoins him from violating
the antifraud provisions and certain reporting, internal controls, and
record-keeping provisions of the federal securities laws. Without
admitting or denying the Commission's allegations, Kirk consented to
the entry of the judgment, which bars him from acting as an officer or
director of a public company.
In its complaint, filed on September 25, 1997, the Commission alleged
that from early 1991 through June 1993, former Ferrofluidics CEO and
chairman Ronald Moskowitz devised and, with the assistance of members
of the company's senior management and others, including Kirk,
implemented a broad-ranging scheme to defraud the investing public and
enrich himself by materially inflating the company's revenues and
earnings and by making numerous other materially false and misleading
disclosures about the company's business. As part of the scheme, Kirk
recruited three private purchasers and orchestrated their phony stock
purchases for a sham private placement. Kirk ultimately received
$23,000 in kickbacks for his efforts. Kirk also helped prepare and
disseminate a series of materially false and misleading public
statements concerning sales of the company's products to domestic and
foreign companies. Based on the falsely reported profitability of the
company, Kirk received a year-end bonus of $27,500. He also failed to
file a Schedule 13D with respect to Ferrofluidics shares that he and
Moskowitz controlled as a voting group, after he agreed with Moskowitz
to exercise warrants and vote against a shareholder's proposal
regarding executive compensation.
The judgment enjoins Kirk from violating Sections 17(a) of the
Securities Act, Sections 10(b), Section 13(d) of the Exchange Act, and
Rules 10b-5, 13b2-1, 13b2-2, 13d-1 thereunder. The judgment also bars
him from acting as an officer or director of any public company and
orders him to disgorge $50,500 plus prejudgment interest. Based on
Kirk's financial condition, disgorgement was waived and no penalty was
assessed. Proceedings continue against the remaining defendants, Bruce
SNIPPETS:
SECURITIES AND EXCHANGE COMMISSION
SEC SETTLES FRAUD CASE AGAINST JAN R. KIRK, FORMER FERROFLUIDICS CFO
The judgment enjoins him from violating the antifraud provisions and certain reporting,
Without admitting or denying the Commission's allegations, Kirk consented to the entry of the
In its complaint, filed on September 25, 1997, the Commission alleged that from early 1991
out the company's business.
As part of the scheme, Kirk recruited three private purchasers and orchestrated their phony
Kirk also helped prepare and disseminate a series of materially false and misleading public
The judgment enjoins Kirk from violating Sections 17of the Securities Act, Sections 10,
The judgment also bars him from acting as an officer or director of any public company and
In a related criminal proceeding (U.S.
99-1745, 99-1769 (MBM), 2000 U.S. App.
Proc.
File No. 3-9345, In the Matter of Helen Chalut and Saleem Noorani, Admin.
former Ferrofluidics CEO and chairman Ronald Moskowitz was sentenced to eight years in prison
and former Ferrofluidics consultant Jerome Allen was sentenced to six months in prison (U.S.
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