Ex-computer Associates CEO Faces Securities Fraud Charges

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The New York Sun

NEW YORK – The former chairman and chief executive of Computer Associates International Inc. has been charged in a 10-count indictment with securities fraud conspiracy, obstruction of justice, and conspiracy to obstruct justice.


The indictment, returned last Friday in Brooklyn federal court, was unsealed yesterday, the same day the software company agreed to pay $225 million to avoid criminal prosecution in a massive accounting scandal.


In addition to the charges against its former chief executive officer and board chairman, Sanjay Kumar, of Computer Associates’ former head of worldwide sales, Stephen Richards, is charged with securities fraud conspiracy, obstruction of justice, and conspiracy to obstruct justice.


Also yesterday, the company’s former general counsel, Steven Woghin, pleaded guilty in Brooklyn federal court to securities fraud conspiracy and obstruction of justice.


An attorney representing Computer Associates, Robert Giuffra, called the settlement a “fair, balanced, and just resolution of this deeply disturbing matter.”


He conceded that former executives “betrayed the trust of the board, Computer Associates shareholders, and 15,000 employees,” adding the board of directors “fully supports the government’s ongoing effort to bring all wrongdoers to justice.”


At a press conference in Washington, Deputy Attorney General James Comey said the case marked the first time in any major corporate fraud prosecution that the government has decided to defer prosecution – in this case, for 18 months – to give Computer Associates time to turn itself around.


Mr. Comey said the deferral will “give the company the opportunity to demonstrate that it has a culture that can be saved. Our focus is not on doing harm for harm’s sake.”


“If they don’t take those steps, the consequences will be severe,” Mr. Comey added.


Computer Associates’ chairman, Lewis Ranieri, said in a statement that with the agreements, “CA has taken a critical step in closing this deeply troubling chapter in its history. On behalf of the Company and all its employees, we tender our sincere apologies to our shareholders and customers.


In April, the company – the country’s fourth-largest software maker – restated its financial results from 2000 and 2001 to reflect $2.2 billion in revenue that was improperly booked.


Also that month, three former Com puter Associates executives admitted that they fraudulently recorded hundreds of millions of dollars worth of contracts in a broad conspiracy to inflate the software company’s quarterly earnings.


The executives entered guilty pleas under cooperation agreements that prosecutors called an important move toward indicting other high-ranking company executives.


A former chief financial officer, Ira Zar, the third-highest-ranking executive after the former chairman, Charles B.Wang, and Mr. Kumar, pleaded guilty to securities fraud and conspiracy to commit securities fraud and obstruct justice.


Computer Associates said a company audit that began when the executives resigned last fall was to be completed soon and a restatement of prior period financial statements would be done if required.


“Although the company is unable to predict the scope or outcome of the continuing government investigation, it is possible that it could result in the institution of administrative, civil injunctive, or criminal proceedings, including charges against the company and other officers of the company,” the software company said.


Prosecutors said the bookkeeping scheme, which they called “a systematic, companywide practice of falsely and fraudulently recording and reporting” revenue, was intended to pump up quarterly earnings reports to meet analysts’ expectations and bolster the company’s stock price.


The Long Island-based company said it had billions of dollars in annual revenue in the late 1990s. Reported revenues plunged after the company changed its accounting practices in the face of increased outside scrutiny.


Along with Zar, a former senior vice president of finance and administration, David Kaplan, and a former vice president of finance, David Rivard, pleaded guilty in April to conspiracy to commit securities fraud and obstruct justice.


“I agreed with other executives to create false books and records,” Kaplan said. “I agreed to do these things in order to mislead the investing public.”


Rivard and Kaplan faced maximum sentences of 10 years in prison but likely will be sentenced to far less because they cooperated with authorities. Zar faced a maximum of 20 years in prison but also is likely to be sentenced to less.


The Securities and Exchange Commission also filed actions in April against Zar, Rivard, and Kaplan, charging each of them with committing accounting fraud while at Computer Associates.The three struck separate deals in which they agreed to disgorge the proceeds of their crimes and never again serve as officers of publicly traded companies.


The New York Sun

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