SEC accuses Siebel of careless talk

Unfair disclosure?

The Securities Exchange Commission (SEC) is investigating Siebel Systems for a second breach of disclosure rules. The enterprise software vendor is accused of breaking Regulation FD (Fair Disclosure) which outlines how companies release price-sensitive information.

Two Siebel employees, Kenneth Goldman, CFO, and Mark Hanson, former investor relations director, are named in the complaint. It alleges that Goldman disclosed non-public information on 30 April at a meeting with an institutional investor and at an invitation-only dinner that evening organised by Morgan Stanley.

The SEC alleges that Goldman made positive comments about Siebel's current and future business which contrasted with public statements made by the company in the preceeding few weeks. The following day Siebel's share price rose eight per cent in heavy trading. Hanson is accused of failing to prevent the disclosures and both men failed to make a public statement the next day.

Siebel said that it had been talking to the SEC for over a year and "After an extensive internal review, the Company concluded that no violation of Regulation FD occurred." It said the SEC had offered no credible evidence of any wrongdoing, and that it was prepared to defend itself in the courts.

Siebel was accused of breaking the same rules back in 2002. The SEC complaint alleged the company broke "regulation FD" - rules which cover disclosing information to the public. Chief executive Tom Siebel made comments at the invitation-only Goldman Sachs Technology Forum which the SEC ruled broke disclosure rules. The company paid $250,000 without admitting guilt and promised to obey such regulations in the future. ®

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