Lost in the crowd of celebrity corporate criminals was Tom Prousalis, just some guy on trial for penny-stock fraud.
The Prousalis case is a postscript to the penny-stock scandals of the 1990s, the final chapter in the stories of four now-defunct local companies in which investors lost millions of dollars.
A month ago, in the middle of his trial, Prousalis switched his plea to guilty on all counts — two securities-fraud charges and one charge of conspiracy to commit wire, mail and securities fraud in connection with the sale of stock of another now-defunct company called Busybox.com Inc.
Prousalis, 55, is scheduled to be sentenced Sept. 9. Under federal sentencing guidelines, he could get 46 to 57 months in prison. He is negotiating to settle a parallel civil case brought by the Securities and Exchange Commission.
Prousalis was also the securities lawyer for MVSI Inc. of Vienna, e-Net Inc. of Germantown, Octagon Corp. of Arlington and Czech Industries Inc. of Washington. All four are also out of business, their stocks worthless.
They were all taken public by Stratton Oakmont Inc., a Long Island penny-stock firm that was shut down by the SEC and the National Association of Securities Dealers in 1997.
Stratton was forced out of business for running a series of “pump and dump” schemes in which the stocks of little companies were pumped up so that favored investors could dump their shares, eventually causing the share prices to plummet. For a time Stratton ran a “boiler room” sales operation from a building near Montgomery Mall where brokers called would-be investors and used high-pressure sales tactics to persuade them to buy stocks the company was promoting.
After Stratton Oakmont was shut down, regulators focused on a Florida firm called Barron Chase Securities Inc, which also promoted penny stocks until it closed in 2000 .
Last December, a federal grand jury in New York indicted the former chief executive of Barron Chase, Robert T. Kirk Jr., and Prousalis on charges of defrauding investors in Busybox.com, a company that was going to sell digital pictures online. Busybox was taken public by Barron Chase in June 2000 at $5 a share. Less than a year later its stock, trading for pennies, was delisted by Nasdaq and the company went out of business.
Kirk, 46, pleaded guilty last December and is awaiting sentencing. Prousalis went on trial last month. He was charged with conspiring with Kirk to defraud investors in the IPO and with misleading investors by understating the fees he charged for working on the IPO. While the stock offering documents showed that Prousalis was to be paid $375,000, prosecutors charged he actually got $1.2 million, almost 10 percent of the $12.8 million the offering was supposed to bring in.
The offering did not raise that much money, though, the government charged, and was in danger of collapsing until Kirk and Prousalis came up with a way to complete the transaction.
As underwriter, Barron Chase promised it would sell all $12.8 million worth of stock, but the sales effort came up $2.5 million short. If all the stock could not be sold, the deal would have to have been canceled and neither the underwriter nor the lawyers would have been paid, the indictment noted.
Prousalis was “facing a serious downturn in his personal finances,” prosecutors said in court documents. They described him as “leading an expensive lifestyle, including maintaining two multi-million dollar homes [in McLean and on Nantucket] and a $2 million personal aircraft.”
To keep the IPO alive, the indictment alleged, “Prousalis and Kirk arranged to recycle money raised through the sale of the IPO shares.” Busybox insiders took $1.3 million that had come in from early stock sales and used it to buy some of the unsold shares, the government charged. Prousalis took the last $1.2 million worth of stock as his legal fee.