SEC Files Settled Case Against Gilbert Fiorentino For Hiding Perks and Other Compensation

SEC v. Gilbert Fiorentino, Case No. 12-cv-23388, (S.D. FL.).  On September 17, 2012, the SEC announced filing a settled civil fraud action against Gilbert Fiorentino, a former director of Systemax, Inc.  Between 2006 and 2010, Fiorentino received more than $400,000 from companies that did business with Systemax.  Fiorentino did not disclose the compensation to Systemax or its auditors.  In addition, he stole hundreds of thousands of dollars of goods from Systemax, which he also did not disclose.  Consequently, Systemax understated Fiorentino’s compensation and failed to disclose his personal financial interest in certain related party transactions in its proxy statements, which were incorporated by reference in Systemax’s Forms 10-K.

Without admitting or denying the allegations of the SEC’s complaint, Fiorentino has consented to entry of a judgment that would  enjoin him from violating Sections 10(b), 13(b)(5), and 14(a) of the Exchange Act and Rules 10b-5, 13b2-1, 13b2-2, 14a-3, and 14a-9 thereunder.  He would also be enjoined from aiding and abetting violations Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act and Rules 12b-20 and 13a-1 thereunder.  Additionally, Fiorentino has agreed to pay a $65,000 civil penalty and be permanently barred from serving as an officer or director of a public company.

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