Churchill Technology slatkinfraud.com
Location
Investment
1,375,000 shares
$300,781.25
Background
Churchill was the recipient of fictitious stock purchases made by knucklerapped trader Michael Jawitz in this case before the SEC:
On May 25, 1995, at 10:11, a customer entered a limit order to sell 12,000 shares of Churchill Technology Inc. at $.75 per share. At 10:36, Jawitz entered a limit order to sell 15,000 Churchill shares at $.72 per share purportedly on behalf of Wilson-Davis, without Wilson-Davis's authorization or knowledge. At 10:44, a customer entered a second limit order to sell 12,000 shares of Churchill at $.7343. In five trades between 10:37 and 10:45, Jawitz sold from MASH's proprietary account a total of 12,100 Churchill shares at $.75 per share. As a result of these later trades, MASH's trading system partially executed Jawitz's fictitious limit order by buying 12,100 Churchill shares from Wilson-Davis at $.72 in four transactions on May 25, 1995, between 10:37 and 10:45. These four transactions were reported to the public, through ACT, between 10:45 and 10:48. At 10:48, Jawitz canceled these later transactions.
It was also mentioned in this cease and desist order against another trader, Gurban Marwan:
A. Gamal Marwan ("Marwan"), at the time of the conduct in question was 29 years old, and a resident of California.
B. Churchill Technology, Inc. is a bio-technology company. The company's securities are penny stocks and are registered with the Commission pursuant to Section 12(g) of the Exchange Act and are listed on the Over-the-Counter Bulletin Board under the symbol CHUR.
C. During the period from at least in or about August 1996 through October 1996, Marwan offered to pay, and did pay, undisclosed compensation to person(s) whom he believed to be registered representative(s) or registered principal(s), to induce such registered representatives, registered principals or persons to purchase the common stock of CHUR for the accounts of customers. For example, on or about October 2, 1996, Marwan transferred 15,000 shares of CHUR stock to a broker-dealer which was undisclosed compensation for previous purchases of 66,000 shares of CHUR at prices ranging from approximately $0.16 to $0.18 per share by the broker-dealer. Accordingly, Marwan willfully violated, and committed and caused violations of, Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.
More Churchill tidbits from a genetics listserv:
Novon later ended up in the hands of Churchill Technology, Inc., a Buffalo, N.Y. outfit that claimed to have invented a "revolutionary" biodegradable plastic. But the company sank into bankruptcy in late 1996, soon after a director and major shareholder was arrested in a stock promotion scheme. What's left of Novon was bought last year by Churchill's former president, Robert Downie.
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Area Man's Ties To Companies Raises Questions Shareholders in three south Palm Beach County companies have lost millions of dollars the past three years, and the
government is looking at the companies.
A key player in the three is Bradley T. Ray, 46, who was convicted in 1991 for lying to a federal grand jury in connection with his
indictment for bank fraud and racketeering charges in Washington state. The government is looking at him, too.Federal securities law requires any felony conviction of an officer or director in the past five years to be disclosed to
shareholders. Ray isn't an officer or director of any of these companies.Federal law also requires the dealings of anyone who controls a company - whether directly or indirectly - to be disclosed to
shareholders.Ray says he doesn't control the companies.But does he? That's a question regulators are trying to answer.According to thousands of pages of public documents reviewed by The Palm Beach Post, Ray is barely mentioned by the three
companies - Churchill Technology, Medical Industries of America and Westmark Group Holdings. At best, the documents give
only a muddled picture.For example, a Westmark document that mentions Ray's activity in the company has been changed five times and may be
changed again. In one version, investors are told Ray controls a private company that is Westmark's largest shareholder. In a
later version, Ray is portrayed as merely the man who controls the private company's debt.The difference is key: If Ray legally controlled Westmark, shareholders would have to be told more about him under federal law.
As a senior debt holder, he can wield the same influence - but doesn't have to disclose it.What the documents do show clearly is that Ray has been a highly paid consultant in at least one of the companies and that his
mother has had some dealings with two of them.Ray, his attorney and his mother, Jean Johnstone, said they have followed the letter of the law in all disclosure requirements.
Indeed, it's management that ultimately is responsible for disclosing information to shareholders.But in interviews with employees, management and some of Ray's associates, Ray is pointed to as the man behind these three
companies' deals. He also is perceived as having control of the companies: First, through his many loans made through private
companies; second, through his interest in a private company that is a large investor in a public one; third, through his mother
and associates that have peppered the boards and management.Ray's attorney, Charles Chillingworth, says those perceptions are wrong."It's not always in Bradley's best interest to argue with people when people think Bradley has more control than he does," he
said.Why would anyone care? If the three companies were growing in shareholder value, no one would. But despite the fact these
companies are in hot markets - health care and home mortgages - they've lost millions for shareholders.Churchill Technology (OTC: CHUR, XX cents) is now a New York company, but it was in Delray Beach in March 1994 when Ray
signed a consulting contract. The company, which develops degradable compounds, closed as high as $2.50 a share in the first
quarter of that year. It now has 114.8 million shares outstanding and is in Chapter 11 bankruptcy proceedings.Medical Industries of America (Nasdaq: MIOA, $XX) was known as Heart Labs of America when Ray, as part of a group,
bought an ownership interest in May 1995 in the Boynton Beach mobile cardiac catheterization company. When adjusted for
reverse splits, Medical Industries' stock traded for the equivalent of $60 a share around the time Ray became a consultant in fall
1995, says Bloomberg News. The stock climbed to a value of $82.50 on Nov. 27, 1995, before beginning its descent.Westmark Group Holdings (Nasdaq: WGHI, XX cents) is a Delray Beach- based company whose main business is home
mortgages. In first-quarter 1994, when Ray first became involved, Westmark's stock traded for about $30 a share when
adjusted for reverse splits, says Bloomberg News. The stock never became that valuable again.Ray and Chillingworth say not only does Ray not control these companies, but management usually doesn't listen to Ray's
advice.But according to public and internal documents reviewed by The Post, Ray's involvement with the businesses was far closer
than that of most corporate outsiders, and most shareholders are none the wiser. Consider:None of the public documents examined disclose that Norman Birmingham, the one-time president of both Medical Industries
and Westmark, used to be Ray's bookkeeper and did tax returns for him and his mother. In an interview, Ray admitted this
relationship but said he often disagreed with Birmingham and the two didn't get along.Shareholders in Westmark and Medical Industries never were told in public filings that Michael Morrell, who has at one time or
another run all three companies, was a shareholder in a private company controlled by Ray and his mother.Many board members have been associates or partners of Ray. Ray's mother was on Medical Industries' board. So were
business partners Edward Russo and Frank Dolney. Morrell and Birmingham have showed up on Medical Industries' and
Westmark's boards.While these companies were losing millions, Ray was profiting from stock or cash or both, according to the companies'
documents.At Medical Industries, where he was a consultant, his 50-month contract was worth $5,713 a month, or $285,650. But two
months after Ray signed it, the company paid him $306,000 by giving Ray 450,000 shares. Ray also received a $700,000
promissory note, in part for work he did on a deal, documents show.Each of the companies Ray consulted for bought private companies in which Ray or his mother had an interest. In many cases,
the public companies later wrote down the deals and closed the acquired businesses.For example, shortly after Ray and his mother bought large chunks of stock in Medical Industries, the company acquired
Technomed Inc., a company Ray and his mother had an interest in, they said. Ray's mother became chairman of the board of
the public company in summer 1995. Medical Industries later wrote off more than $5.1 million of the Technomed deal.Ray and his mother argued such decisions were bad moves by the companies' management. Both said they were upset over
Medical Industries' decision to write off the investment and to close some companies it bought from them, including AR
Mediquest.Medical Industries' accountants, McGladrey and Pullen, quit in June 1996, saying in an SEC document they couldn't get
management's claims to agree with company audits. They also couldn't agree with how certain transactions had been reflected
in the company's financial statements. Ray said the accountants' problems had nothing to do with him.Investors reading documents of Westmark aren't told that Ray has more than $2 million in "cash and assets" personally invested
in Westmark and Medical Industries - something Ray told The Post in an interview. Ray said every time the company needs
money, management calls him and asks for it. He makes the loans through companies controlled by his attorney, Chillingworth,
he said.Westmark denies Ray has any control over the company, and Harry Coolidge, Westmark's general counsel, said he didn't know
of any large loans Ray made to the company.Regulators have been looking at Ray since 1991, government documents show.But Ray said he works with the government, serving as an expert witness in federal cases and in at least one case, exposing a
fraud.Ray's expertise in securities deals is indisputable. Of all the people interviewed for this story, Ray was one of only two who could
keep the deals straight without referring to documents or deferring to an attorney.Even the companies' own officers aren't always clear on what happened when or how a deal was done. Medical Industries'
CEO, Morrell, said he had a heart attack and wasn't at the company for the first eight months of 1996. During that time, Medical
Industries did a $12 million offshore stock deal. Morrell wasn't clear on what happened to all the money; Ray said the proceeds
went toward fees, lawsuit settlements, debts and clinic start-ups.Although Ray has active interests in the businesses, Chillingworth said, plenty of other people make the important decisions."It may not be Mr. Ray that's the problem, if there is a problem," Chillingworth said.Ray's mother has a better answer for why so many people doing business with Ray have said he controls the companies."It's that terrible gremlin - greed."Staff researchers Michelle Quigley, Amy Muscoplat, Barbara Gellis Shapiro contributed to this report. Copyright ¸ Palm Beach Newspapers, Inc., 1997 Danielle Herubin, Palm Beach Post Staff Writer, Area Man's Ties To Companies Raises Questions., 06-29-1997. |
