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ORANGE COUNTY — Last week the Securities and Exchange Commission charged a former Carl’s Jr. and Hardee’s executive vice president with insider trading, using confidential information about the firm’s securities that he learned on the job.
The SEC alleges that Noah J. Griggs, Jr, fired in April 2010 by CKE Restaurants for violating policy, purchased 50,000 shares of CKE stock after learning about a possible company acquisition. The Commission states, “Griggs made a potential profit of $145,430 after the stock price soared when the merger was announced publicly.
At the time of his termination, Hardee’s and Carl’s Jr did not specify what violation he committed. But news reports stated that the company was considering a takeover offer from New York private equity firm Apollo Management, which outbid Thomas H. Lee Partners earlier that year for $928 million.
The federal complaint filed in the central district of California on March 15, 2012 states that Griggs began his career with CKE Restaurants as a summer employee in 1979. He then worked his way up through the Hardee’s organization to regional vice-president by 1997, and joined CKE when it acquired Hardee’s in 2000. He was promoted to executive vice president in 2006.
Griggs learned about the possible acquisition at a November 20, 2009 meeting, when CEO Andrew Puzder informed attendees that the company was in discussions about being bought. Puzder cautioned everyone that the information was “confidential and nonpublic, and that no one should act on that information.”
The first trading day after Puzder’s strategic-planning meeting, Griggs began his purchase of stock, in violation of insider trading rules. He continued buying stocks of the company until a public announcement was made on February 26, 2010, revealing that CKE and Thomas H. Lee Partners were merging. The CKE stock closed at $11.05 per share, while the day before it closed at $8.91.
CKE’s former executive vice president of training and leadership development has agreed to pay $268,000 to settle the SEC charges without admitting or denying allegations. In addition to the $145,430, he will pay prejudgment interest of $11,035 and a civil penalty of $111,730. Griggs will also be permanently enjoined from violating SEC statutes and barred from serving as an officer or director of a public company for ten years.
CKE Restaurants did not return telephone calls or emails to make comment.