UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 16084 \ March 11, 1999
SECURITIES AND EXCHANGE COMMISSION v. CHESTER HOLDINGS, LTD.,
formerly named AQUA BUOY CORPORATION, JOSEPH PIGNATIELLO,
CONSTANCE PIGNATIELLO, and CHRISTOPHER WERNER, 97 Civ. 1654
(D.N.J.) (MTB)
The Commission announced that the United States District Court
for the District of New Jersey issued a final judgment against
defendants Joseph and Constance Pignatiello (the "Pignatiellos")
and: (1) permanently enjoined the Pignatiellos from violating
the federal securities laws; (2) ordered the Pignatiellos to pay
disgorgement of $2,106,185.14 and to pay prejudgment interest of
$1,398,641.98; (3) permanently enjoined Joseph Pignatiello from
serving as an officer or director of a public company; and (4)
enjoined Constance Pignatiello from serving as an officer or
director of a public company for five years. Judgment was
entered on February 22, 1999, after the Court granted the
Commission’s motion for summary judgment.
In the complaint, the Commission alleged that Chester Holdings,
Ltd., formerly named Aqua Buoy Corporation (the "Company" or
"Aqua Buoy"), and the Pignatiellos and Christopher Werner
("Werner"), three of Aqua Buoy’s former officers and directors,
made false public statements concerning the Company’s financial
condition and sold their own Aqua Buoy stock at inflated prices.
Between March 1991 and October 1992, the Pignatiellos made
materially false and misleading statements in press releases and
Commission filings concerning five significant acquisitions by
Aqua Buoy. Through their false and misleading statements, the
Pignatiellos overstated the value of the consideration paid by
Aqua Buoy for the acquisitions and overstated Aqua Buoy's assets
and shareholders' equity in its financial statements. For
example, the Pignatiellos overstated the value of Lord Jeff
Knitting Company, Ltd., one of Aqua Buoy’s acquisitions, by
$9,188,000. The Pignatiellos obtained over $2.1 million in
illicit profits when they sold 1,320,107 shares of Aqua Buoy
stock that they owned while misleading the investing public about
Aqua Buoy’s true financial condition.
The Court found that the Pignatiellos violated Section 17(a) of
the Securities Act of 1933, Section 10(b) of the Securities
Exchange Act of 1934 ("Exchange Act") and Rule 10b-5 thereunder,
and Section 20(a) of the Exchange Act. Previously, on August 8,
1997, the Court entered a final judgment by consent against Aqua
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION v. CHESTER HOLDINGS, LTD., formerly named AQUA BUOY
The Commission announced that the United States District Court for the District of New Jersey
enjoined Constance Pignatiello from serving as an officer or director of a public company for five
Judgment was entered on February 22, 1999, after the Court granted the Commission’s motion
Between March 1991 and October 1992, the Pignatiellos made materially false and misleading
The Pignatiellos obtained over $2.1 million in illicit profits when they sold 1,320,107
The Court found that the Pignatiellos violated Section 17of the Securities Act of 1933,
Previously, on August 8, 1997, the Court entered a final judgment by consent against Aqua
Also, on October 8, 1998, the Court entered a final judgment by consent against Werner, who
Payment of the disgorgement and prejudgment interest was waived, and the Court did not impose
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